Examples of Audited Closing Statement in a sentence
Heinz shall deliver or cause to be delivered to Del Monte as soon as reasonably practicable after the Closing Date an audited combined statement of assets and liabilities contributed as of the Closing Date, prepared in accordance with GAAP (the "Audited Closing Statement") and audited by PricewaterhouseCoopers LLP, which will present the Spinco Assets and the Spinco Liabilities.
The cost of such audit and the preparation of the Audited Closing Statement shall be shared equally between the Purchaser and the Seller.
The Audited Closing Statement shall be prepared at the sole cost and expense of Heinz.
If the face value of the Aged Accounts Receivable as set out on the Audited Closing Statement is different than the face value of the Aged Accounts Receivable set out on the Unaudited Closing Statement, the Purchaser and the Vendor agree that on the Adjustment Date appropriate adjustments will be made to the amount paid by the Purchaser at Closing in respect of the Aged Accounts Receivable.
The Purchaser and its representatives shall have the right, during normal business hours and upon reasonable request, to review all work papers and procedures used to prepare the Audited Closing Statement and the Seller Financial Statements and Balance Sheets and to have reasonable access to the Seller's financial employees and accountants and shall have the right to perform reasonable procedures necessary to confirm the accuracy thereof.
The Audited Closing Payment shall be made no later than the next business day after receipt of the Audited Closing Statement.
The purchase price (the "Purchase Price") for the Assets shall be an amount equal to the aggregate of: (i) Eleven Million Five Hundred Thousand Dollars ($11,500,000); (ii) the total Assumed Liabilities reflected on the Audited Closing Statement; and (iii) the excess (deficit) of Audited Net Book Value over (under) Two Million Five Hundred Thousand Dollars ($2,500,000).
The Closing Schedule of Accounts Payable will be reflected on the Audited Closing Statement and will reflect a full and complete list of all accounts payable of Seller as of the Closing Date, reflecting as to each account the creditor's name, the amount owed thereunder, and the age or date of such payable.
Eagle will simultaneously provide the Closing Statement to Xxxxxx Xxxxxxxx LLP, Champion Plaza, 000 Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000-0000 ("Xxxxxx Xxxxxxxx") which Xxxxxx Xxxxxxxx shall have thirty (30) days to audit the Closing Statement and deliver to Eagle and Buyer such audited Closing Statement ("Audited Closing Statement") and a report (the "Report") reflecting any changes made to the Closing Statement or any of the calculations or methodologies employed therein.
The amount of any decrease or increase to the Purchase Price pursuant to this Section 1.4(a) plus interest from the Closing Date at the Prime Rate (as hereinafter defined) shall be paid by Seller or Buyer, as the case may be, by wire transfer in immediately available funds within five (5) business days after the Final Audited Closing Statement of Net Assets is agreed to by Seller and Buyer or is determined by the Neutral Auditor (as hereinafter defined).