Minimum Net Assets Clause Samples

Minimum Net Assets. (a) No later than ten business days after the Measurement Date, Seller shall deliver to Buyer a good faith estimate substantially in the form of Exhibit 2.3 (a) reasonably acceptable to Buyer, of a statement of the Assets and the Assumed Liabilities of the Business as of the Measurement Date (the "Closing Statement"), prepared in accordance with GAAP, and including a computation in accordance with such data of the estimated Net Assets of the Business as of the Measurement Date, together with the detailed work papers which support the Estimated Closing Statement. The Cash Payment shall be decreased by the amount by which the sum of the Net Assets at the Measurement Date is less than $15,000,000 (the "Closing Cash Adjustment"). (b) Buyer shall have the right to review the books and records of Seller and the Business for a period of ninety (90) days after the Closing Date (or such reasonable extension thereof as approved by Seller, such approval not to be unreasonably withheld) to verify and confirm the accuracy thereof. If, after such review, Buyer agrees with the Closing Statement, Buyer shall promptly (and in any event within ninety (90) days after the Closing Date or approved extension) notify Seller of its agreement. If, after such review, Buyer objects to the Closing Statement, Buyer shall promptly (and in any event within ninety (90) days after the Closing Date or approved extension) provide Seller with a statement indicating the basis for its objections, and Buyer and Seller shall meet and confer in an effort to resolve such disagreement in good faith. (c) In the event that Buyer and Seller are unable to resolve a disagreement with respect to the Closing Statement within ten (10) days following the date of Buyer's objection (or such longer period as Buyer and Seller may agree), the Net Assets shall be determined by PricewaterhouseCoopers LLP or such other independent firm of certified public accountants mutually agreeable to Buyer and Seller (the "Accountants"). If issues in dispute are submitted to the Accountants for resolution, (i) each party shall furnish to the Accountants such work papers and other documents and information relating to the disputed issues as the Accountants may request and are available to that party, and shall be afforded the opportunity to present to the Accountants any material relating to the determination and to discuss the determination with the Accountants; (ii) the determination by the Accountants of the Net Assets as se...

Minimum Net Assets. Net Assets of not less than sixty-five million dollars ($65,000,000), tested as of the last day of each fiscal quarter of Borrower.

Minimum Net Assets. The Company shall have delivered to Buyer (a) a balance sheet dated as of a date not more than seventeen (17) days prior to the Closing Date, certified by the chief financial officer of the Company, showing that the net assets of the Company (as determined in accordance with generally accepted accounting principles and in a manner consistent with the determination of net assets on the Company's December 22, 2000, balance sheet) are not less than Three Million Seven Hundred Fifty Thousand Dollars ($3,750,000) as of such date; and (b) a balance sheet dated as of March 16, 2001 (the "Closing Balance Sheet") which shall include an accrual for unpaid Transaction Expenses of the Company and the Stockholders through the Closing Date, which accrual would not typically be included on the Closing Balance Sheet under generally accepted accounting principles. The net assets reflected on the Closing Balance Sheet (taking into account the accrual for Transaction Expenses) shall not be less than Three Million Seven Hundred Fifty Thousand Dollars ($3,750,000) as of such date.

Minimum Net Assets. Maintain at all times an excess of Consolidated total assets over Consolidated total liabilities (in each case excluding the assets and liabilities of Aleutian and Juneau) and of Persons which are Consolidated or subject to be Consolidated according to FASB Interpretation 46(R) (Consolidation of Variable Interest Entities)) of at least $2,760,000,000 plus (i) an amount equal to 15% of Consolidated net income (if positive) for each fiscal year of Ambac Financial ending after the date of this Agreement plus (ii) an amount equal to 15% of the Net Proceeds of any Equity Issuance made during such fiscal year.

Minimum Net Assets. Seller undertakes that during the period from the date hereof until the third anniversary of the Closing Date, Seller shall at all times maintain minimum net assets with a fair market value in excess of the Consideration. Fair market value, with respect to any asset, shall be determined as follows: (i) if the asset is listed securities, then the value of such assets shall be determined by the average of the listed securities’ closing prices on the traded stock exchanges for the ten (10) consecutive trading day period ending one (1) day prior to the date of determination; and (ii) if the assets are not publicly traded, the fair market value of such assets shall be deemed to equal the book value of the assets as reflected on Seller’s latest audited balance sheet prepared in accordance with U.S. GAAP; provided that if the board of directors of Seller believe in good faith that the book value of the assets does not reflect its fair market value, the board of directors of Seller may, appoint a recognized third party independent valuer reasonably satisfactory to Buyer (at the Seller’s expense) to carry out an appraisal of the assets and certify, in writing, the fair market value of the assets.

Minimum Net Assets. The value of the net assets of the Seller (defined as the Seller’s assets less its liabilities) shall be at least $5,400,000 (in each case determined in accordance with GAAP).

Minimum Net Assets. Section 5.03(a) of the Credit Agreement is hereby amended to read in its entirety as follows:

Minimum Net Assets. The Company shall have at all times Net Assets of not less than ninety percent (90%) of the Net Assets on the Closing Date. The Company shall have at all times Net Assets Per Share of not less than the greater of (i) $10.57 and (ii) the highest exercise price of any warrant issued by the Company after the date hereof.

Minimum Net Assets. Maintain at all times an excess of Consolidated total assets over Consolidated total liabilities (in each case excluding (x) the assets and liabilities of Aleutian and Juneau and of Persons which are Consolidated or subject to be Consolidated according to FASB Interpretation 46(R) (Consolidation of Variable Interest Entities) and (y) net ▇▇▇▇-to-market (losses) gains on credit derivative contracts (determined on an after-tax basis), provided that in the case of this clause (y) the Impairment Value with respect to such losses shall not be excluded) of at least $4,375,000,000 plus (i) an amount equal to 25% of Consolidated net income (if positive) for each fiscal year of Ambac Financial commencing with fiscal year 2008 (excluding net ▇▇▇▇-to-market (losses) gains on credit derivative contracts (determined on an after-tax basis), provided that the Impairment Value with respect to such losses shall not be excluded) plus (ii) an amount equal to 50% of the Net Proceeds of any Equity Issuance made during fiscal year 2008 of Ambac Financial plus (iii) an amount equal to 25% of the Net Proceeds of any Equity Issuance made during each fiscal year of Ambac Financial commencing with fiscal year 2009.”