Closing Net Assets Statement definition

Closing Net Assets Statement shall have the meaning set forth in Section 1.7(b).

Closing Net Assets Statement means the Estimated Closing Net Assets Statement, adjusted to reflect final depreciation through the Closing Time, accruals for fixed asset purchases made but not received prior to the Closing Time and, with respect to Seller's shareholders equity in the JV Shares, such adjustments as are necessary to reflect minority shareholders' income.

Closing Net Assets Statement means an unaudited statement of Closing Net Assets that is prepared in accordance with the Accounting Principles and that is in the form of, and in no less detail than, Exhibit F.

Examples of Closing Net Assets Statement in a sentence

• Unless Seller delivers written notice (the "Objection Notice") to Purchaser on or prior to the thirtieth (30th) calendar day after receipt of the Closing Net Assets Statement of his disagreement as to any amount included in or omitted from the Closing Net Assets Statement specifying in reasonable detail the basis for his disagreement, Seller shall be deemed to have accepted and agreed to the Closing Net Assets Statement.

• If Seller so notifies Purchaser of such an objection to the Closing Net Assets Statement, Seller and Purchaser shall within thirty (30) calendar days following the date of such notice (the "Resolution Period") attempt to resolve their differences.

• The parties shall in good faith attempt to resolve any dispute and, if the parties so resolve all disputes, the Closing Net Assets Statement, the Closing Working Capital Statement and the Closing Cash Statement, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties.

• Closing: as defined in Section 2.1. Closing Date: as defined in Section 2.1. Closing Net Assets Statement: as defined in Section 2.4. Code: the Internal Revenue Code of 1986, as amended.

• The term "Final Closing Net Assets Statement" means the definitive Closing Net Assets Statement accepted by Seller or agreed to by Purchaser and Seller in accordance with Section 1.4(b) or the definitive Closing Net Assets Statement resulting from the determinations made by the Independent Auditor in accordance with this Section 1.4(c) (in addition to those items theretofore accepted by Seller or agreed to by Purchaser and Seller).

• Seller shall pay the Seller Transaction Fees and Purchaser shall pay the Purchaser Transaction Fees; provided, however, that the Companies may pay the Seller Transaction Fees so long as such Seller Transaction Fees are either paid prior to Closing or included in the Final Closing Net Assets Statement.

• Taxpayers on their part shall be encouraged to remain in compliance with all tax requirements as this will significantly impact the outcome of tax audits and investigations.

• The Unaffiliated Firm will resolve the differences regarding the Closing Net Assets Statement based solely on the information provided to the Unaffiliated Firm by Buyer and Seller pursuant to the terms of this Agreement (and not independent review).

• If Seller in good faith disagrees with Purchaser’s determination of Closing Net Assets, Seller may deliver to Purchaser, prior to the expiration of the Seller Review Period, a notice (the “Seller Objection Notice”) setting forth in reasonable detail (i) the items or amounts with which Seller disagrees and the basis for such disagreement and (ii) Seller’s proposed corrections to the Closing Net Assets Statement (collectively, the “Seller Objection”).

• Seller will cause its employees and the employees of Seller Subsidiary to provide reasonable assistance to Buyer and its Representatives in the preparation of the Closing Net Assets Statement and to provide reasonable assistance to D&T in connection with their audit of the Closing Net Assets Statement and their issuance of a report thereon, provided such assistance will not interfere with the normal work duties of such employees.

More Definitions of Closing Net Assets Statement

Closing Net Assets Statement as defined in Section 2.4. Code: the Internal Revenue Code of 1986, as amended. Collateral Agreements: the agreements and other documents and instruments described in Sections 5.1.1 and 5.1.4. Consent: any consent, approval, authorization, waiver, permit, grant, franchise, concession, agreement, license, exemption or order of, registration, certificate, declaration or filing with, or report or 43

Closing Net Assets Statement means (A) the Proposed Closing Net Assets Statement if agreed by Buyer within the Thirty-Day Period, (B) the Proposed Closing Net Assets Statement if Buyer shall have failed to deliver the Objection Notice to Seller within the Thirty-Day Period, (C) a closing net assets statement agreed to between the parties in writing, (D) a closing net assets statement provided for in a Settlement Agreement or (E) the closing net assets statement provided for in the Accountant’s Determination.