Net Worth Calculation Sample Clauses

Net Worth Calculation. The parties shall prepare and deliver to CIBER, by May 20, 2002, a balance sheet of Seller prepared consistent with Seller's standard month-end closing procedures and dated as of the Effective Date (the "Final Effective Date Balance Sheet"); provided that the Final Effective Date Balance Sheet shall not include the Excluded Assets nor any obligations or liabilities of Seller not being assumed by CIBER hereunder. The parties agree and acknowledge that the preparation of the Final Effective Date Balance Sheet will be completed by individuals designated jointly by Seller and CIBER some of whom may then be employed by CIBER. Except as set forth in Schedule 2.4, the Final Effective Date Balance Sheet shall fairly present the financial position of Seller as of the Effective Date in accordance with generally accepted accounting principles, and shall comply with the representations set forth in the last three sentences of Section 3.4. The "Additional Cash Consideration" shall be an amount equal to (i) $1,000,000 (the "Maximum Additional Cash Consideration") minus (ii) the Net Worth Deficiency. "Net Worth Deficiency" means the amount equal to $1,000,000 minus the amount of the Effective Date Net Worth. Accordingly, if the net worth of Seller (not including for purposes of such determination the items listed in Schedule 2.4, the Excluded Assets, or any obligations or liabilities of Seller not being assumed by CIBER hereunder) (the "Effective Date Net Worth") on the Final Effective Date Balance Sheet (or the Certified Balance Sheet, if applicable) (x) is less than $1,000,000, then the Maximum Additional Cash Consideration due and payable to Seller shall be reduced by the amount of the Net Worth Deficiency; or (y) is less than $0, then Seller shall be required to pay CIBER such deficiency in cash.
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Related to Net Worth Calculation

  • 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.

  • Consolidated Tangible Net Worth The net worth of Seller and its consolidated subsidiaries, on a combined basis, determined in accordance with GAAP, minus (ii) all intangibles determined in accordance with GAAP (including goodwill, capitalized financing costs and capitalized administration costs but excluding originated and purchased mortgage servicing rights or retained residual securities) and any and all advances to, investments in and receivables held from affiliates; provided, however, that the non-cash effect (gain or loss) of any ▇▇▇▇-to-market adjustments made directly to stockholders’ equity for fluctuation of the value of financial instruments as mandated under the Statement of Financial Accounting Standards No. 133 (or any successor statement) shall be excluded from the calculation of Consolidated Tangible Net Worth.

  • Minimum Consolidated Tangible Net Worth Commencing with the Fiscal Quarter ending June, 2006, Consolidated Tangible Net Worth will at no time be less than a cumulatively increasing amount equal to the sum of (i) $130,000,000 plus (ii) 50% of the Consolidated Net Income for each Fiscal Quarter ending September 20, 2006 and thereafter. In determining the minimum Consolidated Tangible Net Worth required by this Section 5.03, any negative Consolidated Net Income, computed cumulatively on an annual basis, shall be excluded.

  • Minimum Consolidated Net Worth Consolidated Net Worth will at no time be less than $550,000,000 plus 25% of the consolidated net income of the Borrower at the end of each fiscal quarter for each fiscal year commencing after the fiscal year ending December 31, 1994.

  • Minimum Tangible Net Worth The Parent and the Borrower shall not permit Tangible Net Worth at any time to be less than (i) $731,508,263 plus (ii) 75% of the Net Proceeds of all Equity Issuances effected at any time after the Agreement by the Parent, the Borrower or any of the Subsidiaries of the Parent to any Person other than the Parent, the Borrower or any of the Subsidiaries of the Parent.