Examples of Seller Statement in a sentence
As of the date of this Agreement, Seller is not subject to and does not have any Liabilities and Obligations, except as disclosed in the Seller Statement, and except for such Liabilities and Obligations as have arisen in the ordinary course of business of Seller since the date of said Seller Statement, none of which newly arisen Liabilities and Obligations have a material adverse effect upon the Assets, or Seller, its organization, business, properties or financial condition.
If Buyer fails to deliver the Closing Statement within such seventy-five (75) day period, or if Buyer accepts in writing the Estimated Closing Purchase Price set forth in the Seller Statement, then Buyer and Seller shall be deemed to have agreed that the Closing Purchase Price is equal to the Estimated Closing Purchase Price and such amounts shall be finally determined and binding on the Parties for all purposes hereunder.
The Seller Statement is true, complete and correct and has been prepared in accordance with generally accepted accounting principles consistently followed throughout the periods indicated.
The Estimated Closing Purchase Price, the Purchaser Calculations, the Closing Purchase Price, the Seller Statement, the Closing Statement and the calculations contained therein (other than the calculation of the Client Consent Adjustment Amount) shall be determined based on GAAP, to the extent consistent with GAAP, the principles, methodologies, policies, notes and procedures applied in the preparation of the Financial Statements and the principles set forth on Section 1.6(d) of the Disclosure Schedules.
Unless (x) Seller notifies Purchaser in writing within 30 days after delivery of the Purchaser Statement of any objection to the financial data set forth therein (the “Notice of Objection”), the Purchaser Statement shall become final and binding and (y) Purchaser gives Seller a Notice of Objection in writing within 30 days after delivery of the Seller Statement, the Seller Statement shall become final and binding.
Purchaser and Purchaser’s independent auditors may participate in the preparation of the Seller Statement; provided, however, that Purchaser acknowledges that Seller shall have the primary responsibility and authority for preparing the Seller Statement.
Seller shall deliver to Purchaser on the Closing Date the Seller Statement of Inventory.
Seller shall deliver to Purchaser on the Closing Date the Seller Statement of Backlog, which statement shall be prepared in accordance with the definition of Backlog and shall set forth the customer name, Sales Order number, shipment date, SKU number, amount and price for each Sales Order.
The Purchase Price payable at the Closing shall be determined using the Seller Statement of Adjustments.
The amounts to be payable by the Purchaser following the Closing that relate to any service by any Transferred Employee with the Seller through the Closing, including, without limitation, any salary or wages, any accrued vacation, sick or personal days or any bonuses, except to the extent that such amounts will be reflected as Liabilities on the Seller Statement of Net Working Capital (the "Employee Amounts"), are as set forth on Section 3.26 to the Disclosure Schedule.