Value of Net Tangible Assets Sample Clauses

Value of Net Tangible Assets. Prior to the Closing, the Parties shall agree on an estimated value of the net tangible assets of the Company on the Closing Date (the “Estimated Asset Value”) consistent with the definition and basis of valuation table set forth as Exhibit A to this Agreement. In applying the provisions of this Agreement in general and this paragraph and Exhibit A in particular, in order to compute the value of net tangible assets of the Company, (i) any current Tax recoverable will not be included as a positive amount; (ii) any current Tax payable will not be included as a negative amount; and (iii) amounts reflected or reserved against for the Planmedica Case and liability associated therewith on the Company Balance Sheet will not be included as a negative amount. Purchaser will prepare and deliver a Proposed Final Balance Sheet and if agreed upon a Final Balance Sheet in accordance with the provisions of Section 5.15 of this Agreement. If the Estimated Asset Value is greater than the amount shown as the value of the assets on the Final Balance Sheet, Seller shall return the excess to Purchaser by December 18, 2007. If the amount shown as the value of the assets on the Final Balance Sheet is greater than the Estimated Asset Value, Purchaser shall deliver to Seller the excess by December 18, 2007.
Sample 1
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Related to Value of Net Tangible Assets

  • 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.

  • 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.

  • Intangible Assets 4,912 Other assets........................................................... 113,928 Total assets........................................................... 6,920,723 CONTINUED ON NEXT PAGE

  • Eligible Assets The Fund shall only make investments in the Eligible Assets as described on Exhibit B, as amended from time to time with the prior written consent of Xxxxx Fargo, in accordance with the Fund’s investment objectives and the investment policies set forth in the Offering Memorandum, as such investment objectives and investment policies may be modified in accordance with the 1940 Act and applicable law and, if applicable, the Related Documents.

  • Title to Tangible Assets The Company and its Subsidiaries have good title to their properties and assets and good title to all their leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than or resulting from taxes which have not yet become delinquent and minor liens and encumbrances which do not in any case materially detract from the value of the property subject thereto or materially impair the operations of the Company and its Subsidiaries and which have not arisen otherwise than in the ordinary course of business.

  • APPLIED TO THE DEBT REGARDLESS OF ANY APPRAISED VALUE OF THE COLLATERAL The undersigned specifically acknowledges and affirms its waiver of appraisal rights as evidenced by its signature below.

  • Condition of Tangible Assets All buildings, structures, facilities, equipment and other material items of tangible property and assets included in the Assets are in good operating condition and repair, subject to normal wear and maintenance, are usable in the regular and ordinary course of business and conform to all applicable laws, ordinances, codes, rules and regulations relating to their construction, use and operation.

  • 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:

  • Borrowing Base Assets (a) The Eligible Real Estate and Borrowing Base Loans included in the calculation of the Borrowing Base Availability shall at all times satisfy all of the following conditions:

  • Fixed Assets 7 3.11. Leases ............................................................. 8 3.12. Change in Financial Condition and Assets ........................... 8

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