Preliminary Statement of Net Assets definition

Preliminary Statement of Net Assets means the statement of Net Assets of the Business as of the close of business on the date of the Closing, which shall include the Preliminary Net Working Capital Balance, prepared in good faith by the Seller in consultation with the Seller’s Accountants and certified by an officer of the Seller.
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Preliminary Statement of Net Assets means the statement of Net Assets of the Business as of the close of business on the date of the Closing, which shall include the Preliminary Net Working Capital Balance, prepared in good faith by the Seller in consultation with the Seller's Accountants and certified by an officer of the Seller.
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Preliminary Statement of Net Assets shall have the meaning set forth in Section 2.3(b).
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Examples of Preliminary Statement of Net Assets in a sentence

  • Buyer's auditors will have a right to consult with Seller's auditors and have access to Seller's auditors' working papers in connection with the Preliminary Statement of Net Assets.

  • Seller shall provide Purchaser and its independent certified public accountants full access to any information, including work papers of its accountants, and to any employees of Seller and its Affiliates to the extent necessary for Purchaser to prepare the Preliminary Statement of Net Assets.

  • Disputes between Buyer and Seller relating to the Preliminary Statement of Net Assets that cannot be resolved by them within 30 days after receipt by Seller of the notice referred to in Section 1.4(b) may be referred no later than 30 days after such receipt for decision at the insistence of either party to Price Waterhouse (such firm being referred to herein as the "Auditor").

  • The Preliminary Statement of Net Assets, as adjusted pursuant to the agreement of the parties or decision of the Auditor, when final and binding is referred to herein as the "Final Statement of Net Assets".

  • As soon as reasonably possible after the Closing Date (but not later than 90 days thereafter), Seller will prepare and will cause Seller's auditors to audit a statement of assets, liabilities and net assets (the "Preliminary Statement of Net Assets") of the Acquired Business dated as of the Closing Date and shall deliver the Preliminary Statement of Net Assets to Buyer.

  • The Preliminary Statement of Net Assets shall become final and binding upon the parties upon the earlier of (i) the failure by Buyer to object thereto within the period permitted under Section 1.4(b), (ii) the agreement between Buyer and Seller with respect thereto or (iii) the decision by the Auditor with respect to any disputes referred to the Auditor under Section 1.4(c).

  • The amounts reflected for accounts receivable and reserves for such accounts receivable of the Acquired Business that are set forth on the Reference Balance Sheet or on the Preliminary Statement of Net Assets are properly reflected in accordance with GAAP.

  • The written notice under this Section 1.4(b) shall specify in reasonable detail each item on the Preliminary Statement of Net Assets that Buyer disputes and a summary of Buyer's reasons for such dispute.

  • Preliminary Statement of Net Assets ...................................1.4a 69.

  • The amount reflected for inventory of the Acquired Business that is set forth on the Reference Balance Sheet or on the Preliminary Statement of Net Assets is properly reflected in accordance with GAAP.


More Definitions of Preliminary Statement of Net Assets

Preliminary Statement of Net Assets shall have the meaning set forth in Section 7.1(a) hereof.
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Related to Preliminary Statement of Net Assets

  • Preliminary Statement has the meaning set forth in Section 2.4(a).

  • Defined Terms As used herein:

  • REMIC II Subordinated Balance Ratio The ratio among the Uncertificated Balances of each REMIC II Regular Interest ending with the designation “SUB,”, equal to the ratio between, with respect to each such REMIC II Regular Interest, the excess of (x) the aggregate Stated Principal Balance of the Group I Mortgage Loans or Group II Mortgage Loans, as applicable over (y) the current Certificate Principal Balance of related Class A Certificates.

  • REMIC I Subordinated Balance Ratio The ratio among the Uncertificated Principal Balances of each of the REMIC I Regular Interests ending with the designation "A," equal to the ratio among, with respect to each such REMIC I Regular Interest, the excess of (x) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group over (y) the Current Principal Amount of the Senior Certificates in the related Group.

  • Preliminary Settlement Statement shall have the meaning given such term in Section 3.2.

  • Corresponding Lower-Tier Regular Interest As identified in the Preliminary Statement with respect to any Class of Regular Certificates, Class PEZ Regular Interest or Component.

  • Upper-Tier Certificate Any one of the Class A Certificates (other than the Class A-LR Certificate) and the Class B Certificates.

  • Section 404 Report means management’s report on “internal control over financial reporting” as defined by the SEC and the related attestation report of the independent certified public accountant as described in Section 3(A)(1).

  • Ancillary state means any state other than a domiciliary state.

  • Lower Tier REMIC Regular Interest As specified in the Preliminary Statement.

  • Lower Tier REMIC Regular Interests Each of the Lower Tier REMIC Interests other than the Class LTR Interest.

  • Lower-Tier Residual Interest The sole class of “residual interests”, within the meaning of Code Section 860G(a)(2), in the Lower-Tier REMIC and evidenced by the Class R Certificates.

  • Preamble Asset Sale Offer"............................................................ 4.06 "Bankruptcy Law".............................................................. 6.01 "Change of Control Offer"..................................................... 4.08 "covenant defeasance option".................................................. 8.01(b) "Custodian"................................................................... 6.01 "Definitive Securities"....................................................... Appendix A "Event of Default"............................................................ 6.01 "Excess Proceeds"............................................................. 4.06 "Exchange Securities"......................................................... Preamble "Global Securities"........................................................... Appendix A "Guaranteed Obligations"...................................................... 10.01 "incorporated provision"...................................................... 11.01 "Initial Securities".......................................................... Preamble "legal defeasance option"..................................................... 8.01(b) "Notice of Default"........................................................... 6.01 "Offer Period"................................................................ 4.06(d) "Original Securities"......................................................... Preamble "Paying Agent"................................................................ 2.04 "protected purchaser"......................................................... 2.08 "Refinancing Indebtedness".................................................... 4.03(b) "Refunding Capital Stock"..................................................... 4.04 "Registration Agreement"...................................................... Appendix A "Registered Exchange Offer"................................................... Appendix A "Registrar"................................................................... 2.04 "Restricted Payment".......................................................... 4.04(a) "Retired Capital Stock"....................................................... 4.04(b) "Securities Custodian"........................................................ Appendix A "Shelf Registration Statement"................................................ Appendix A "Special Redemption".......................................................... 3.07(b) "Special Redemption Date"..................................................... 3.07(b) "Special Redemption Price".................................................... 3.07(b) "Successor Company"........................................................... 5.01(a) "Successor Guarantor"......................................................... 5.01(b)(i) "TRW Automotive Luxembourg"................................................... 4.11(d)

  • Lower-Tier Regular Interest Each of the Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-M-4, Class LT-M-5, Class LT-M-6, Class LT-B-1, Class LT-B-2, Class LT-B-3, Class LT-IO and Class LT-Accrual Interests as described in the Preliminary Statement.

  • Certain Defined Terms As used in this Agreement, the term "Prospectus" means the applicable Portfolio's prospectus and related statement of additional information, whether in paper format or electronic format, included in the Portfolio's then currently effective registration statement (or post-effective amendment thereto), and any information that we or the Portfolio may issue to you as a supplement to such prospectus or statement of additional information (a "sticker"), all as filed with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933.

  • Upper-Tier Regular Interest As described in the Preliminary Statement.

  • Principal Balance Schedules Not applicable.

  • Preliminary Closing Balance Sheet has the meaning set forth in Section 2.2(b) below.

  • Replacement Reference Rate means a reference rate which is:

  • Lower-Tier Regular Interests The respective classes of “regular interests”, within the meaning of Code Section 860G(a)(1), in the Lower-Tier REMIC, designated as the Class XX-0, Xxxxx XX-0, Class LA-3, Class LA-4, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG and Class LVRR Lower-Tier Regular Interests.

  • Preliminary Closing Statement shall have the meaning set forth in Section 2.3(a).

  • Upper-Tier Residual Interest The sole class of “residual interests”, within the meaning of Code Section 860G(a)(2), in the Upper-Tier REMIC and evidenced by the Class R Certificates.

  • Corresponding REMIC II Regular Interest means the REMIC II Regular Interest as defined in the Preliminary Statement with respect to any Class of Corresponding Certificates or any Corresponding Component.

  • Balance Information We use the daily balance method to calculate the interest on the account. This method applies a daily periodic rate to the principal in the account each day. You must maintain a minimum balance of $1,000.00 in the account each day to obtain the disclosed annual percentage yield. Limitations: You must deposit $1,000.00 to open this account. You may not make additional deposits into this account. You may not make withdrawals from your account until the maturity date. Time Account Information: Your account will mature in the term of the Certificate of Deposit. If you withdraw any of the principal before the maturity date, we may impose a penalty of 90 days interest on the amount withdrawn. This account will automatically renew. You will have 10 CALENDAR DAYS after the maturity date to withdraw funds without penalty. If you do not withdraw the funds, each renewal term will be for an identical period of time as the original term.

  • Audited Balance Sheet means the audited balance sheet of the company prepared for the purposes of the Companies Acts for a financial year unless an audited consolidated balance sheet dealing with the state of affairs of the company and its subsidiary undertakings required to be dealt with in group accounts has been prepared for those purposes for the same financial year, in which case it means that audited consolidated balance sheet, and in that case all references to reserves shall be deemed to be references to consolidated reserves;

  • Lower-Tier REMIC As described in the Preliminary Statement.