Reference Balance Sheet and Closing Net Assets Sample Clauses

Reference Balance Sheet and Closing Net Assets. Seller Parent has provided the Audited Financial Statements, which the Parties have agreed shall be used as the basis for preparing the reference balance sheet as of March 31, 2009 in accordance with the Calculation Principles (the “Reference Balance Sheet”), which in turn shall be used as the basis for determining the Reference Amount for purposes of the net asset adjustment. In accordance with Section 7.2, Sellers’ will provide access to Sellers’ employees and Representatives for reasonable discussion or inquiries with respect to the Reference Balance Sheet. Seller Parent represents and warrants that (i) there has been no material change in the assets and liabilities of the Business between February 28, 2009 and March 31, 2009, under the same accounting principles, except in the Ordinary Course of Business and (ii) the amount of discounted receivables of the Business has not increased from February 28, 2009 to March 31, 2009 except in the Ordinary Course of Business.