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

• 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.

• 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.

• In the event that any account receivable shown on the Final Closing Net Assets Statement has not been collected in full by the six-month anniversary of the Closing (each an “Unpaid Receivable”), the face amount thereof, net of any unused portion of the receivables reserve reflected on the Final Closing Net Assets Statement (up to the face amount of the receivable), shall be established as a credit in favor of Parent.

• If the Net Working Capital as reflected on the Closing Net Assets Statement is less than US$7,400,000, the aggregate amount of such deficiencies shall be referred to herein as the “Overpayment”.

• During the forty-five (45) day period following its delivery of the Closing Net Assets Statement to Teledrift, Purchaser shall provide to Teledrift reasonable access to all relevant books and records and personnel of Purchaser and the Business to enable Teledrift to evaluate the accuracy of the Closing Net Assets Statement.

• 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”).

• From and after the date hereof the Company shall defend, indemnify and hold harmless NMHI and each of its subsidiaries (excluding, for the avoidance of doubt, the Company and the Contributed Companies) from and against all liabilities reflected on the Unaudited Carve-Out Balance Sheet and (without duplication) the Closing Net Assets Statement.

• 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.

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

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.

Closing Net Assets Statement shall have the meaning set forth in Section 4.1(b)(i).