Final Closing Net Assets Statement definition

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).

Final Closing Net Assets Statement shall have the meaning set forth in Section 1.5(b).

Final Closing Net Assets Statement. The Final Closing Net Asset Statement shall be prepared in a manner using the same accounting methods, practices, principals, policies and procedures, with consistent classifications, judgments and valuations, estimation and accruals methodologies as used in the Reference Balance Sheet set forth in Exhibit O.

Examples of Final Closing Net Assets Statement in a sentence

• 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.

• Solely for the avoidance of doubt, neither the Draft Closing Net Assets Statement nor the Final Closing Net Assets Statement will reflect any writedown or fair value adjustment of assets or any provision for liabilities arising from the termination of the Endo Agreement.

• Closing Net Assets Amount determined by the Neutral Accountant shall be deemed to be the Final Closing Net Assets and the Closing Net Assets Statement, as adjusted to reflect such determination, shall be deemed to be 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.

• Each Party shall provide the other Parties with reasonable access to its records, personnel and supporting documentation relating to the Draft Closing Net Assets Statements and the items giving rise to the Objection Statement until such time as the Final Closing Net Assets Statement is determined.

• 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.

• If the Merger is consummated, all such costs and expenses will either be paid from the Initial Cash Amount as provided in Section 2.4 or reflected on the Final Closing Net Assets Statement.

• Except to the extent of any such recovery, the Tax Refund Payment (or, if less, a portion of the Tax Refund Payment equal to the Final Net Tax Benefit) shall be distributed to the Exchange Agent within five business days of the final determination of the Final Closing Net Assets Statement (whether pursuant to Sections 2.4(c) and (d) or Section 2.4(a)(I)).

• The term "Final Closing Net Assets Statement," means the definitive Closing Net Assets Statement accepted by Seller or agreed to by Buyer and Seller in accordance with Section 1.6(c) or the definitive Closing Net Assets Statement resulting from the determinations made by the Neutral Auditor in accordance with this Section 1.6(d) (in addition to those items theretofore accepted by Seller or agreed to by Buyer and Seller).