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.
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.
See https://www.justice.gov/ovw/page/file/1107796/download for a sample letter.
All work-in-process or accrued billing reflected in the Financial Statements and/or Final Closing Net Assets Statement has been performed pursuant to a written or oral customer order or contract therefor and shall become accounts receivable in due course, except to the extent that any such order or contract fails to become an account receivable, in whole or in part, due to any action or inaction of the Company after the Effective Time.
If a Notice of Disagreement is delivered to Buyer within such 45 day period, then the Closing Net Assets Statement (as adjusted, if necessary) will be deemed to be the Final Closing Net Assets Statement for all purposes on the earlier of (x) the date Buyer and Seller resolve in writing all differences they have with respect to the Closing Net Assets Statement or (y) the date the disputed matters are resolved in writing by the Unaffiliated Firm.
The Final Closing Net Assets Statement delivered by Buyer to the Seller Representative shall be conclusive and binding upon the parties unless the Seller Representative, within 30 days after delivery to the Seller Representative of the Final Closing Net Assets Statement, notifies the Buyer in writing that the Seller Representative disputes any of the amounts set forth therein, specifying the nature of the dispute and the basis therefor.
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.
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.