Examples of Statement of Purchased Net Assets in a sentence
Purchaser shall cooperate with Seller in the preparation of the Final Closing Statement of Purchased Net Assets and the calculation of the Excess Amount or the Deficiency Amount, if any, as the case may be.
Schedule 4.5 contains a statement setting forth the Purchased Assets and the Assumed Liabilities as of July 31, 2000 (the "Statement of Purchased Net Assets"), and a statement of operating revenues and expenses of the Business for the nine months ended July 31, 2000 (the "Statement of Operating Revenues and Expenses" and, together with the Statement of Purchased Net Assets, the "Business Financial Statements").
Without limiting the generality of the foregoing, Purchaser shall provide 13 9 Seller and its representatives with reasonable access, during normal business hours, to the facilities, personnel and accounting records of the Business acquired by Purchaser or its Designee, to the extent reasonably necessary to permit Seller to prepare the Final Closing Statement of Purchased Net Assets and the calculation of the Excess Amount or Deficiency Amount, if any, as the case may be.
If Purchaser believes that the Final Closing Statement of Purchased Net Assets was not calculated in accordance with the accounting principles and procedures set forth in Schedule 3.3 or the Excess Amount or Deficiency Amount, if any, as the case may be, was not prepared in accordance with Section 3.3(a), Purchaser shall deliver to Seller, prior to the expiration of the Review Period, a proposed adjustment notice ("Proposed Adjustment Notice").
Notwithstanding anything to the contrary set forth in the Purchase Agreement, the Final Closing Statement of Purchased Net Assets shall be prepared as of 11:59 p.m. on July 31, 2001, and in furtherance of the foregoing, all references in Section 3.3 of the Purchase Agreement to "as of the close of business on the Closing Date" are hereby deemed to be amended and restated to refer to "as of 11:59 p.m. on July 31, 2001".
If Purchaser does not deliver a Proposed Adjustment Notice to Seller prior to the expiration of the Review Period, the Final Closing Statement of Purchased Net Assets and the Excess Amount or Deficiency Amount, if any, as the case may be, shall become final, binding and conclusive on both Purchaser and Seller.