Net Tangible Asset Value Adjustment Sample Clauses

Net Tangible Asset Value Adjustment. (a) Within 90 days after the Closing Date, the Sellers shall cause to be prepared and delivered to Purchaser a calculation of the Company’s net tangible asset value as of the Closing Date. Net tangible asset value is defined as total assets minus total liabilities minus intangible assets (“NTAV”). NTAV shall also include the fair value of inventory and tools with an original cost in excess of $1,000 (for purposes of meeting the $1,000 threshold, the Sellers may group tools and ancillary parts together (i.e., a tool and an ancillary part that together have an original cost of greater than $1,000). The Purchaser shall cause an independent appraisal to be completed on the inventory and tools within 80 days after the Closing Date. The Purchaser shall have a period of 20 days to review the NTAV calculation. In the event the Sellers and the Purchaser are unable to agree upon the NTAV after good faith negotiations for a period of 20 days, the matter shall be submitted to binding arbitration using an independent accounting firm mutually agreeable to all parties as the sole arbitrator. Such arbitration shall take place in Philadelphia, Pennsylvania. If the arbitrator determines that the NTAV is more than five percent (5%) below the NTAV determined by the Sellers, then the party whose NTAV calculation is furthest from that of the arbitrator shall pay the legal fees and expenses of the other party. If the arbitrator determines that the NTAV is equal to or less than five percent (5%) above the NTAV determined by the Purchaser, then the Sellers shall pay the legal fees and expenses of the Purchaser. The parties shall cooperate with one another and provide reasonable access of all pertinent books and records to the other party. In the event the NTAV as of the Closing Date shall be less than $1,200,000, the Cash Purchase Price shall be reduced by the amount of the shortfall. In the event the NTAV as of the Closing Date shall be greater than $1,200,000, the Closing Payment shall be increased by the amount of the excess. At the option of the Purchaser, any amounts due to be paid in excess of $1,200,000 may be paid in cash or shares of Common Stock valued at the closing price of the common stock on the date prior to date on which the amount of the payment is determined.
Sample 1
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Net Tangible Asset Value Adjustment. Within ninety (90) calendar days after the date hereof, H/Cell shall cause to be prepared and delivered to Seller a calculation of PVBJ’s net tangible asset value as of the Effective Date. Net tangible asset value is defined as total assets minus Total Liabilities minus intangible assets (“Post-Closing NTAV”). For the purposes of this Section 2.3(a), “Total Liabilities” shall include all accrued expenses of PVBJ that may be classified as liabilities on a balance sheet of PVBJ in accordance with generally accepted accounting principles in the United States. Seller shall have a period of sixty (60) calendar days to review the Post-Closing NTAV calculation. In the event Seller and H/Cell are unable to agree upon the Post-Closing NTAV after good faith negotiations for a period of thirty (30) calendar days, Seller and H/Cell shall submit such dispute for resolution to Rxxxxxxxx Rxxx Xxxxx Xxxxxx & Company, or such other independent accounting firm as the parties may agree to in writing (the “Independent Accounting Firm”), which shall determine and report to the parties and such report shall be final, binding and conclusive on the parties hereto. If the Independent Accounting Firm determines that an NTAV which delta is within five percent (5%) of the Post-Closing NTAV determined by H/Cell, whether greater or lesser, then H/Cell and the Seller shall equally share the cost of having engaged the Independent Accounting Firm. If the Independent Accounting Firm determines an NTAV which lower than the Post-Closing NTAV determined by H/Cell by more than five percent (5%), then Seller shall pay all of the fees and expenses of the Independent Accounting Firm. If the Independent Accounting Firm determines an NTAV which is greater than the Post-Closing NTAV determined by H/Cell by more than five percent (5%), then H/Cell shall pay all of the fees and expenses of the Independent Accounting Firm. The parties shall cooperate with one another and provide reasonable access of all pertinent books and records to the other party. In the event the Post-Closing NTAV as finally determined in accordance with the foregoing shall be less than negative $200,000 (the “Minimum NTAV”), then the Cash Purchase Price shall be reduced by the difference between the Minimum NTAV and the Post-Closing NTAV. In the event the Post-Closing NTAV shall be greater than $200,000 (the “Maximum NTAV”), then the Cash Purchase Price shall be increased by the difference between the Post-Closing NTAV and the Max...
Sample 1
Net Tangible Asset Value Adjustment. If the Minimum Net Tangible Asset Value exceeds the Final Closing Net Tangible Asset Value, SunSource shall pay to the Partnership the difference between the Minimum Net Tangible Asset Value and the Final Closing Net Tangible Asset Value; provided, however, that no payments shall be made to any Party in the event the Final Closing Net Tangible Asset Value equals or exceeds the Minimum Net Tangible Asset Value.
Sample 1
Net Tangible Asset Value Adjustment. (a) Within 90 days after the Closing Date, the Sellers shall cause to be prepared and delivered to Purchaser a calculation of the Company’s net tangible asset value as of the Closing Date. Net tangible asset value is defined as total assets minus total liabilities minus intangible assets (“NTAV”). The Purchaser shall have a period of 20 days to review the NTAV calculation. In the event the Sellers and the Purchaser are unable to agree upon the NTAV after good faith negotiations for a period of 20 days, the Sellers and the Purchaser shall submit such dispute for resolution to an Independent Accounting Firm, which shall determine and report to the parties and such report shall be final, binding and conclusive on the parties hereto. If the Independent Accounting Firm determines that the NTAV is more than five percent (5%) below the NTAV determined by the Sellers, then the party whose NTAV calculation is furthest from that of the Independent Accounting Firm shall pay the legal fees and expenses of the other party. If the Independent Accounting Firm determines that the NTAV is equal to or less than five percent (5%) above the NTAV determined by the Purchaser, then the Sellers shall pay the legal fees and expenses of the Purchaser. The parties shall cooperate with one another and provide reasonable access of all pertinent books and records to the other party. In the event the NTAV as of the Closing Date shall be less than $1,100,000, the Closing Payment and the Purchase Price shall be reduced by the amount of the shortfall. In the event the NTAV as of the Closing Date shall be greater than $1,100,000, the Closing Payment and the Purchase Price shall be increased by the amount of the excess, which amount shall be paid in cash to the Sellers.
Sample 1

Related to Net Tangible Asset Value Adjustment

  • Net Tangible Assets Acquiror shall have at least five million one dollars ($5,000,001) of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) remaining after the Offer.

  • Minimum Adjusted Tangible Net Worth Seller shall not permit the Adjusted Tangible Net Worth of Seller (and, if applicable, its Subsidiaries, on a consolidated basis), computed as of the end of each calendar month, to be less than $25,000,000.

  • Market Value Adjustment 16 3.07 Transfer of Current Value from the Funds or AG Account ............ 17 3.08 Notice to the Certificate Holder .................................. 18 3.09 Loans ............................................................. 18 3.10 Systematic Withdrawal Option (SWO) ................................ 18 3.11

  • Adjusted Tangible Net Worth On the Effective Date, Seller’s Adjusted Tangible Net Worth is not less than the amount set forth in Section 2.1 of the Pricing Side Letter.

  • Gross Asset Value The term "Gross Asset Value" means, with respect to any asset, the asset's adjusted basis for federal income tax purposes, except as follows:

  • CALCULATION OF NET ASSET VALUE U.S. Trust will calculate the Fund's daily net asset value and the daily per-share net asset value in accordance with the Fund's effective Registration Statement on Form N-2 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), including its current prospectus. If so directed, U.S. Trust shall also calculate daily the net income of the Fund

  • Net Working Capital Adjustment (a) Within sixty (60) days after the Closing Date, Purchaser shall prepare and deliver to Seller a statement (the “Closing Statement”) calculating the Net Working Capital as of immediately prior to the Effective Time (the “Closing Net Working Capital”) as well as the adjustments to Transaction Consideration which shall be made pursuant to this Section 1.6, together with all underlying documentation supporting such calculations. Seller shall reasonably cooperate with Purchaser in its preparation of the Closing Statement.

  • Minimum Consolidated Adjusted EBITDA The Borrowers will maintain, as of the last day of each Fiscal Quarter commencing with the Fiscal Quarter ending December 31, 2009, Consolidated Adjusted EBITDA for the four Fiscal Quarters then ended of not less than $22,500,000.

  • Determination of Net Asset Value The Trustees shall cause the Net Asset Value of Shares of each Series or Class to be determined from time to time in a manner consistent with applicable laws and regulations. The Trustees may delegate the power and duty to determine Net Asset Value per Share to one or more Trustees or officers of the Trust or to a custodian, depository or other agent appointed for such purpose. The Net Asset Value of Shares shall be determined separately for each Series or Class at such times as may be prescribed by the Trustees or, in the absence of action by the Trustees, as of the close of regular trading on the New York Stock Exchange on each day for all or part of which such Exchange is open for unrestricted trading.

  • Tangible Assets The Target owns or leases all buildings, machinery, equipment, and other tangible assets necessary for the conduct of its business as presently conducted and as presently proposed to be conducted. Each such tangible asset is free from defects (patent and latent), has been maintained in accordance with normal industry practice, is in good operating condition and repair (subject to normal wear and tear), and is suitable for the purposes for which it presently is used and presently is proposed to be used.

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