Examples of Closing Adjusted Net Worth in a sentence
If the Buyer does not deliver a Disagreement Notice within such 30-day period, the Audited Closing Balance Sheet, the Closing Adjusted Net Worth Schedule and the Closing Adjusted Net Worth shall be deemed to have been accepted by Buyer.
Upon receipt of the Audited Closing Balance Sheet -------------- and the Closing Adjusted Net Worth Schedule, the Buyer and its independent accountants shall have the right during the succeeding 30-day period to examine the Audited Closing Balance Sheet, the Closing Adjusted Net Worth Schedule and all books and records used to prepare the Balance Sheet, the Audited Closing Balance Sheet and the Closing Adjusted Net Worth Schedule.
If the Buyer elects to repay any indebtedness of the Company or its Subsidiaries at Closing, neither the Sellers nor the Company or any of its Subsidiaries shall have any liability or obligation with respect thereto (it being understood that any prepayment penalties resulting therefrom in excess of $18,750 shall be included as a liability of the Company in the Preliminary Closing Balance Sheet, the Audited Closing Balance Sheet and the Closing Adjusted Net Worth Schedule pursuant to Section 1.2).
The Buyer will (and will cause the Company to) provide the Sellers or their designee and PricewaterhouseCoopers LLP full access to the books, ledgers, files, reports and operating records of the Company and the then current employees of the Company and will fully cooperate in the Sellers' preparation of the Preliminary Closing Balance Sheet, the Audited Closing Balance Sheet and the Closing Adjusted Net Worth Schedule.
The Audited Closing Balance Sheet shall include a schedule (the "Closing ------- Adjusted Net Worth Schedule"), prepared by PricewaterhouseCoopers LLP, --------------------------- calculating the Net Worth of the Company and its consolidated Subsidiaries as of the close of business on the Closing Date, as adjusted in accordance with the provisions of Schedule 1.2(a) (as so adjusted and as set forth on the Closing --------------- Adjusted Net Worth Schedule, the "Closing Adjusted Net Worth").