Seller Statement definition

Seller Statement means the balance sheet of Seller as of August 31, 1996, a copy of which has been provided to Purchaser.
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Seller Statement shall have the meaning set forth in Section 2.4(b).
Sample 1
Seller Statement has the meaning set forth in Section 1.6(b).
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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.

  • The Seller Statement fairly presents the financial condition and assets and liabilities (whether accrued, absolute, contingent or otherwise) of Seller as of the date indicated.

  • If the Purchaser does not deliver a Dispute Notice within such thirty (30)-day period, the Closing Inventory Value set forth in the Seller Statement will become final, binding and conclusive on the parties hereto for all purposes hereunder.

  • Purchaser shall assist, and shall cause the Company and the Subsidiaries to assist, Seller in the preparation of the Seller Statement and shall provide Seller reasonable access to the personnel, properties, books and records of the Company and the Subsidiaries relevant for such purpose.

  • Since the date of the Seller Statement, there has been no material change in the condition, financial or otherwise, of Seller, Seller's business, or the Assets from that shown in the Seller Statement, except changes occurring in the ordinary course of business, which changes have not materially adversely affected the Assets or the business related to the Assets.

  • There shall have been no developments in the business of Seller, or in the Assets, between the date of the Seller Statement and the Closing Date which would have a materially adverse effect on Seller's business or the Assets.

  • 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.

  • For the avoidance of doubt, no proposed revisions provided by Purchaser or any such mutually agreed revisions to the Seller Statement or Estimated Closing Purchase Price in accordance with this Section 1.6(b), or any consummation of the Closing regardless of any dispute with respect to the Seller Statement or the Estimated Closing Purchase Price as provided in this Section 1.6(b), shall constitute acceptance by Purchaser of the Seller Statement for purposes of any post-Closing adjustment.

  • For the avoidance of doubt, no proposed revisions provided by Buyer or any such mutually-agreed upon revisions to the Seller Statement or Estimated Closing Purchase Price in accordance with this Section 2.4(b), or any consummation of the Closing regardless of any dispute with respect to the Seller Statement or the Estimated Closing Purchase Price as provided in this Section 2.4(b), shall constitute acceptance by Buyer of the Seller Statement for purposes of any post-Closing adjustment.

  • 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.


More Definitions of Seller Statement

Seller Statement has the meaning set forth in Section 8(c)(iii) below.
Sample 1
Seller Statement means the balance sheet of Seller as of October 31, 1998, a copy of which is attached hereto.
Sample 1
Seller Statement means a statement provided by Sellers to the MMCS consolidating all Credit Sales made by the Seller to Buyers in a Trading Week;
Sample 1
Seller Statement has the meaning set forth in Section 2(c).
Sample 1

Related to Seller Statement

  • Closing Statements has the meaning set forth in Section 3.3(b).

  • Sellers Disclosure Schedule means the disclosure schedule delivered by the Sellers to the Purchaser on the date hereof.

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

  • Draft Closing Statement means a draft closing statement as of the close of business of the fifth (5th) Business Day immediately preceding the Closing Date setting forth an estimate of the Purchase Price (including all adjustments and prorations thereto).

  • Closing Statement means the Closing Statement in the form on Annex A attached hereto.

  • MERS Report The report from the MERS System listing MERS Designated Mortgage Loans and other information.

  • Pre-Closing Statement has the meaning set forth in Section 2.4(a).

  • Buyer Disclosure Schedule means the disclosure schedule delivered by Buyer to Seller on the date hereof.

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

  • Seller Disclosure Schedule means the disclosure schedule of Seller delivered to Purchaser in connection with the execution and delivery of this Agreement.

  • Closing Memorandum means the form of closing memorandum to be prepared by Apple for the Closing under this Agreement in which are included the forms of certificates of officers, the opinions of counsel and certain other documents to be delivered at the Closing as provided in Article VII.

  • Buyer Disclosure Schedules means the disclosure schedules delivered by Buyer to Seller concurrently with the execution and delivery of this Agreement.

  • Information Package means the most recent compilation of financial and other data with respect to the Failed Bank, including any amendments or supplements thereto, provided to the Assuming Institution by the Corporation on the web site used by the Corporation to market the Failed Bank to potential acquirers.

  • Seller Disclosure Schedules means those certain Seller Disclosure Schedules dated as of the date of this Agreement, provided by Seller to Purchaser.

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

  • Post-Closing Statement has the meaning set forth in Section 3.3(c).

  • Purchaser Disclosure Schedule means the disclosure schedule of Purchaser delivered to Seller in connection with the execution and delivery of this Agreement.

  • Closing Date Financial Statements has the meaning set forth in Section 2.3(a)(i).

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

  • Closing Date Statement has the meaning set forth in Section 2.06(b).

  • Buyer Disclosure Letter means the letter, dated as of the date hereof, delivered by Buyer to Seller prior to the execution of this Agreement and identified as the Buyer Disclosure Letter.

  • Data Tape Information The information provided by the Originators as of the Cut-off Date to the Depositor or the Purchaser setting forth the following information with respect to each Mortgage Loan: (1) the Mortgagor's name; (2) as to each Mortgage Loan, the Scheduled Principal Balance as of the Cut-off Date; (3) the Mortgage Rate Cap; (4) the Index; (5) a code indicating whether the Mortgaged Property is owner occupied; (6) the type of Mortgaged Property; (7) the first date on which the Scheduled Payment was due on the Mortgage Loan and, if such date is not consistent with the Due Date currently in effect, such Due Date; (8) the "paid through date" based on payments received from the related Mortgagor;

  • Billing Statement has the meaning assigned to such term in Section 2.18(g).

  • Auditor’s Report means the auditor’s report on the Financial Report; “AEDT” means Australian Eastern Daylight Standard Time.

  • Seller Disclosure Letter means the letter, dated as of the date hereof, delivered by Seller to Buyer prior to the execution of this Agreement and identified as the Seller Disclosure Letter.

  • Seller Financial Statements has the meaning set forth in Section 3.5(a).