Closing Statement of Assets and Liabilities definition

Closing Statement of Assets and Liabilities has the meaning set forth in Section 2.4(2).

Closing Statement of Assets and Liabilities means the Statement of Assets and Liabilities of the Business (excluding the Seller Subsidiaries) as of the last day of the month immediately preceding the month in which the Effective Date falls, as estimated by Seller in good faith in accordance with the Methodologies.

Closing Statement of Assets and Liabilities shall (x) fairly present the consolidated assets and liabilities of the Business as at the close of business on the Closing Date, (y) include line items substantially consistent with those in the Statement of Assets and Liabilities, and (z) be prepared in accordance with accounting policies and practices consistent with those used in the preparation of the Statement of Assets and Liabilities. The “Closing Working Capital Statement” shall (x) fairly present the asset and liability accounts of the Business presented therein as at the close of business on the Closing Date, (y) include line items and adjustments consistent with those in the calculation of the Base Working Capital, and (z) be prepared in accordance with accounting policies and practices consistent with those used in the calculation of the Base Working Capital.

Examples of Closing Statement of Assets and Liabilities in a sentence

• The Closing Statement of Assets and Liabilities shall, in respect of the Aggregate Asset Amount, reflect the results of each of the physical counts of the Assets in respect of each Facility and the Design Operations, as the case may be, as contemplated in this Section 2.4(1).

• Similarly, a disagreement by the Purchaser does not provide any right to the Seller to introduce any changes to the Closing Statement of Assets and Liabilities not directly related to the disputed item.

• After the end of such sixty (60) day period, the Purchaser may not introduce additional disagreements with respect to any item in the Closing Statement of Assets and Liabilities or increase the amount of any disagreement, and any item not so identified shall be deemed to be agreed to by the Purchaser and will be final and binding upon the Parties.

• If the Purchaser determines that the Closing Statement of Assets and Liabilities (a) does not fairly present any items on such Closing Statement of Assets and Liabilities or reflects a value for any assets or liabilities that does not conform to the terms of Section 1.1(79) or includes any Excluded Assets or Excluded Liabilities, or excludes any Assets or Assumed Liabilities, the Purchaser shall have the right to propose any adjustment thereto within such sixty (60) day period.

• To the extent that a disagreement relates to an error in the Closing Statement of Assets and Liabilities and a similar error also exists in the Facility/Design Net Asset Statement, then, to the extent that such disagreement is determined to be an error, the error in the Closing Statement of Assets and Liabilities and the error in the Facility/Design Net Asset Statement shall both be corrected in determining the adjustment under Section 2.4(4).

• Subject to any intentional misrepresentation and/or fraud, unless the Purchaser notifies the Seller within such sixty (60) day period that it objects to the Closing Statement of Assets and Liabilities, such Closing Statement of Assets and Liabilities shall be binding upon the Seller and the Purchaser.

• The Independent Accountant will only consider those items and amounts set forth in the Closing Statement of Assets and Liabilities as to which the Purchaser and the Seller have disagreed within the time periods and on the terms specified above, and must resolve the matter in accordance with the terms and provisions of this Agreement.

• If the Facility/Design Closing Net Assets Value set forth on the Closing Statement of Assets and Liabilities, as finally determined pursuant to Section 2.4(3), exceeds the Facility/Design Estimated Net Assets Value, the Purchase Price shall be increased dollar for dollar by the amount of such excess and the Purchaser shall pay (as noted below in this Section 2.4(4)) to the Seller on behalf of itself and any applicable Designated Sellers the amount of such excess.

• Each Party shall provide the other Party and its representatives with access (on reasonable prior notice) to all relevant books and records and relevant personnel during the preparation of each Closing Statement of Assets and Liabilities and the resolution of any disputes that may arise under this Section 2.4.

• If the value of the Facility/Design Closing Net Assets Value set forth on the Closing Statement of Assets and Liabilities, as finally determined pursuant to Section 2.4(3), is less than the Estimated Net Assets Value, the Purchase Price shall be decreased dollar for dollar by the amount of such deficit and the Seller shall pay (as noted below in this Section 2.4(4)) to the Purchaser the amount of such deficit.

More Definitions of Closing Statement of Assets and Liabilities

Closing Statement of Assets and Liabilities shall have the meaning ------------------------------------------- ascribed to such term in Section 3.2(a). "Closing Statement of Net Assets" shall have the meaning ascribed to ------------------------------- such term in Section 3.2(b).