Minimum Net Asset Requirement Sample Clauses

Minimum Net Asset Requirement. (a) Parent shall maintain a minimum fair market value of net assets equal to $30 million (the "Minimum Net Assets Level") for the duration of the Security Period. Purchaser and Parent acknowledge and agree that the shares of Common Stock retained by the Parent shall be deemed to have a fair market value of the greater of $29 million or the market price of such shares in the event there should be a public trading market for the Common Stock. In the event that any of the shares of Common Stock shall be transferred by Parent, the cash value of such shares calculated at the value set forth in Schedule 1.01, or at the market price of such shares on the date of such transfer in the event there should be a public trading market for the Common Stock, shall be deposited with the Parent to replace the value of the transferred Shares. (b) At March 31, June 30, September 30 and December 31 of each year, Parent shall deliver a statement of the fair market value of the net assets of Parent ("Net Asset Statement") and Purchaser shall have the right to confirm the accuracy of the Net Asset Statement. In the event that the fair market value of Net Assets set forth in a Net Asset Statement shall be less than the Minimum Net Asset Level (the "Deficiency"), then Parent shall have 20 days to increase the Letter of Credit or the amount of funds held in the Escrow Account in the amount of such Deficiency. At the Closing and during the Security Period, the shares of Common Stock or other property to be agreed upon held by Parent and $1 million shall be deposited in an agency account pursuant to an agency agreement in a form reasonably acceptable to Purchaser.
Sample 1
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Minimum Net Asset Requirement. The Stockholders agree that the “Net Assets” of the Company and each of the Subsidiaries, as measured on December 31, 2005, must equal or exceed, in the aggregate, the total “Net Assets” of the Company and each of the Subsidiaries as measured on December 31, 2004. For this purpose, “Net Assets” means (i) for the Company and Axmed, the amount referred to in the “DL” line of tax form 2051 as attached to tax return form 2065, (ii) for Axmed Iberica Productos Ortopedicos, S.L. Unipersonal, the amount referred to in line 220 of Modelo 200 “Fondos Proprios”, and (iii) for Fabrique Tunisienne Orthopédique (FTO), the “Total des capitaux propres avant affectation” line of its financial statements, all determined by application of generally accepted French accounting standards in effect on the date of this Agreement. For purposes of calculating the “Net Assets” of the Company and each Subsidiary as at December 31, 2005, the valuation of the participation in the Subsidiaries as recorded on the Company’s balance sheet as at December 31, 2005 shall be deemed to be equal to the valuation of such participation as recorded in the Company’s balance sheet as at December 31, 2004. If the sum of the Net Assets of the Company and the Subsidiaries on December 31, 2005 is less than the sum of the Net Assets of each such entity on December 31, 2004, the Stockholders shall pay to Purchaser, in readily available funds within ten (10) days of final agreement on the amount of said Net Assets on December 31, 2005, the difference between such Net Assets on December 31, 2004 and such amount on December 31, 2005. As soon as practicable and no later than sixty (60) days after the Closing Date, Purchaser shall prepare and deliver to the Stockholders a balance sheet for the Company and each of the Subsidiaries as of December 31, 2005 (the “2005 Balance Sheets”) which shall reflect the Net Assets of those entities on that date. The 2005 Balance Sheets shall be prepared using generally accepted French accounting standards in effect on the date of this Agreement. The 2005 Balance Sheets shall become final thirty (30) days after delivery to the Stockholders (or earlier if the Stockholders agree with such balance sheets) unless the Stockholders give notice to Purchaser that they disagree with any such balance sheet. Any such notice shall specify the nature and amount of the disagreement. The parties will work in good faith to resolve any such disagreement, but if they cannot resolve the disagree...
Sample 1

Related to Minimum Net Asset Requirement

  • W-9 Requirement Alongside a signed copy of this Agreement, Grantee will provide Florida Housing with a properly completed Internal Revenue Service (“IRS”) Form W-9. The purpose of the W-9 form is to document the SS# or FEIN# per the IRS. Note: W-9s submitted for any other entity name other than the Grantee’s will not be accepted.

  • Minimum Net Worth The Borrower will at all times maintain ----------------- Consolidated Net Worth of not less than the sum of (i) $265,000,000 plus (ii) fifty percent (50%) of Consolidated Net Income earned in each fiscal quarter beginning with the quarter ending December 31, 1997 (without deduction for losses).

  • Minimum Balance Requirements To be a member and maintain Accounts with Us You must purchase 1 share in the Credit Union. The par value of a share in this Credit Union is $5.00. If the balance in Your primary share Account drops below 1 share ($5.00), at any time, We may, at Our option, close Your Account. Nonsufficient Funds Returns. Any share draft or pre-authorized transfer, or transaction made through the use of a debit card, or other electronic means, as is applicable (including any in-person transaction), that is presented to Us for payment on Your Account when Your Account lacks sufficient collected funds to pay any such item may, at Our option, be returned for nonsufficient funds or We may honor any such item and charge You a fee for doing so. Overdraft Balance Calculation. When processing transactions that debit or credit Your Account, We start each Business Day with Your final Account balance from the preceding Business Day. The final balance takes into account all of the debit and credit transactions that were settled that Business Day pursuant to Our Funds Availability Policy, as well as any other debits or credits to Your Account that were finally settled that day, as described above in the "Deposit of Items" and "Collection and Processing of Items" sections of the Account Agreement. This starting balance at the beginning of a Business Day (the preceding Business Day's final balance) is sometimes referred to as Your "actual balance."

  • Coverage Minimum Requirement Commercial General Liability Insurance, including Bodily Injury, Personal Injury, Property Damage, Advertising Injury, and Medical Payments Each Occurrence General Aggregate $ 1,000,000 $ 2,000,000 Automobile Liability Insurance - Any Auto Each Occurrence General Aggregate $ 1,000,000 $ 2,000,000 Professional Liability $ 1,000,000 Workers Compensation Statutory Limits Employer’s Liability $ 1,000,000

  • Minimum Current Ratio The Borrower will not, as of the last day of any Fiscal Quarter (commencing with the Fiscal Quarter ending June 30, 2018), permit the Current Ratio to be less than 1.00 to 1.00.

  • Minimum Net Income If as of the last day of any calendar month within a fiscal quarter of the Seller, the Seller’s consolidated Adjusted Tangible Net Worth is less than [***] or the Seller, on a consolidated basis, has cash and Cash Equivalents in an amount that is less than [***], in either case, the Seller’s consolidated Net Income for that fiscal quarter before income taxes for such fiscal quarter shall equal or exceed [***].

  • Minimum Requirements Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or subconsultants. Consultant shall also require all of its subconsultants to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage:

  • Capital and Liquidity Requirements If any Lender or any Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy and liquidity requirements), by an amount deemed to be material by such Lender or such Issuing Bank, then from time to time the Borrower will pay to such Lender or such Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered.

  • Minimum Liquidity The Borrower shall not permit Liquidity at any time to be less than $50,000,000.

  • Audit Requirement If the City expend(s) seven hundred fifty thousand dollars ($750,000) or more in a year in federal financial assistance it is required to have an independent annual audit conducted in accordance with 2 CFR Part 200. A copy of the audit report shall be submitted to MoDOT within the earlier of thirty (30) days after receipt of the auditor's report(s), or nine (9) months after the end of the audit period. Subject to the requirements of 2 CFR Part 200, if the City expend(s) less than seven hundred fifty thousand dollars ($750,000) a year, the City may be exempt from auditing requirements for that year but records must be available for review or audit by applicable state and federal authorities.

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