Examples of Closing Date Asset in a sentence
The Transferor’s determination as to whether or not, and the extent to which, a Closing Date Asset Litigation constitutes a Retained Closing Date Asset Litigation shall be conclusive and binding for all purposes with respect to this Agreement.
In such case, the Transferor shall retain all rights and obligations, and shall remain the real party-in-interest, with respect to, and shall retain control over, such Retained Closing Date Asset Litigation.
Purchaser and Sellers shall make readily available to the CPA Firm all relevant books and records and any work papers (including those of the parties' respective accountants) relating to the Closing Date Asset Statement, the Balance Sheet Adjustment Statement, as the case may be, and Purchaser's Objection and all other items reasonably requested by the CPA Firm in connection therewith.
If no Purchaser's Objection is received by Sellers on or before the last day of such 30-day period, then the Closing Date Asset Statement and the Balance Sheet Adjustment Statement delivered by Sellers shall be final.
In the event there is a material loss regarding the Business or the Location between the Effective Date and the Closing Date, Asset Buyer, at its option, may (a) terminate this Agreement and the parties hereto shall have no further obligations hereunder, or (b) close the transaction described herein, provided that Asset Buyer shall be entitled to a credit for the fair value of any Acquired Assets destroyed or damaged on account of such loss.
The Independent Accountants shall only decide the specific items under dispute by the Parties and their decision for each Disputed Asset Amount must be within the range of values assigned to each such item in the Buyer Closing Date Asset Statement, the Asset Objection Notice or the Depleted Inventory Statement, as applicable.
Immediately after the close of business on the day immediately preceding the Closing Date, Asset Seller and Asset Buyer shall conduct a physical count of the entire inventory (the “Inventory”).
Within thirty(30) days after the last delivery of any Inventory or Tangible Personal Property to Buyer, (i) Invacare shall deliver a statement to Buyer of all of the TSA Depleted Inventory (the “Depleted Inventory Statement”), and (ii) Buyer shall calculate the total amount of Inventory and Tangible Personal Property actually delivered to Buyer, as set forth in the Buyer Asset Statements, less the total amount of TSA Depleted Inventory (the “Buyer Closing Date Asset Statement”).
Purchaser shall, within 30 days after the delivery by Sellers of the Closing Date Asset Statement and the Balance Sheet Adjustment Statement, complete its review thereof.
The Closing Date Asset Statement shall be based on a physical inventory of the Inventory and Bulk Liquor, and Sellers shall test the merchantability of the Inventory and Bulk Liquor in a manner reasonably acceptable to Purchaser.