Adjusted Closing Net Worth definition

Adjusted Closing Net Worth means the adjusted net worth of the Company as of the Measurement Date (calculated in accordance with the hypothetical calculation in Section 1.01 of the Company Disclosure Letter).
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Adjusted Closing Net Worth means the Shareholder's Equity of the Company and the Subsidiaries reflected on the Closing Date Balance Sheet. In the event that Seller and Buyer are unable to agree on the Adjusted Closing Net Worth within such 20 day period, Seller and Buyer shall submit the dispute to Xxxxxx Xxxxxxxx & Co. (the "Arbiter"), for resolution. Promptly, but no later than 20 days after its acceptance of its appointment as Arbiter, the Arbiter shall determine, based solely on presentations by Seller and Buyer, and not by independent review, only those issues in dispute and shall render a report as to the dispute and the resulting computation of the Adjusted Closing Net Worth which shall be conclusive and binding upon the parties. The fees, costs and expenses of the Arbiter shall be borne by each party in proportion that the aggregate dollar amount of such disputed items so submitted that are unsuccessfully disputed by such party bears to the aggregate dollar amount of the items submitted by the Arbiter.
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Adjusted Closing Net Worth. The "Adjusted Closing Net Worth" shall mean the Shareholder's Equity of the Company and the Subsidiaries reflected on the Closing Date Balance
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Examples of Adjusted Closing Net Worth in a sentence

  • The Company shall have an Adjusted Closing Net Worth equal to or greater than the Adjusted Base Net Worth.

  • In the event that Seller and Buyer are unable to agree on the Adjusted Closing Net Worth within such 20 day period, Seller and Buyer shall submit the dispute to Xxxxxx Xxxxxxxx & Co. (the "Arbiter"), for resolution.

  • In addition, the Adjusted Closing Net Worth shall not reflect (x) interest claimed to be owed by the Company to Xxxxxx Circulation Company or (y) disputes and unreconciled balances with the National Distributors.

  • Promptly, but no later than 20 days after its acceptance of its appointment as Arbiter, the Arbiter shall determine, based solely on presentations by Seller and Buyer, and not by independent review, only those issues in dispute and shall render a report as to the dispute and the resulting computation of the Adjusted Closing Net Worth which shall be conclusive and binding upon the parties.

  • In the event that Sellers and Buyers are unable to agree on the Adjusted Closing Net Worth within such 20 day period, Sellers and Buyers shall submit the dispute to Arthur Andersen & Co. (the "Xxxxxxr") xxx xesolution.

  • To the extent the Adjusted Closing Net Worth is equal to or greater than $215,291,811, no adjustment to the Purchase Price will be made.

  • The "Adjusted Closing Net Worth" shall mean the Shareholder's Equity of the Company and the Subsidiaries reflected on the Closing Date Balance Sheet.

  • Promptly, but no later than 20 days after its acceptance of its appointment as Arbiter, the Arbiter shall determine, based solely on presentations by Sellers and Buyers, and not by independent review, only those issues in dispute and shall render a report as to the dispute and the resulting computation of the Adjusted Closing Net Worth which shall be conclusive and binding upon the parties.


More Definitions of Adjusted Closing Net Worth

Adjusted Closing Net Worth means the Shareholder's Equity of the Company and the Subsidiaries reflected on the Closing Date Balance
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Related to Adjusted Closing Net Worth

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).

  • Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).

  • Estimated Closing Date Net Working Capital has the meaning set forth in Section 2.3(a)(i).

  • Closing Net Working Capital has the meaning set forth in Section 2.6(a).

  • Adjusted Consolidated Working Capital means, at any time, Consolidated Current Assets (but excluding therefrom all cash and Cash Equivalents) less Consolidated Current Liabilities at such time.

  • Adjusted Consolidated Net Worth means, at any date, without duplication, the sum of (a) the consolidated shareholders’ equity, determined in accordance with GAAP, of the Guarantor and its Consolidated Subsidiaries, plus (b) the aggregate Hybrid Instrument Amount plus (c) the VA Adjustment Amount; provided that, in determining such Adjusted Consolidated Net Worth, there shall be excluded (i) any “Accumulated Other Comprehensive Income (Loss)” shown on the consolidated balance sheet of the Guarantor and its Consolidated Subsidiaries prepared in accordance with GAAP, (ii) the effect of any election under the fair value option in FASB ASC 825 permitting a Person to measure its financial assets or liabilities at the fair value thereof, and the related tax impact and (iii) all noncontrolling interests (as determined in accordance with Statement of Financial Accounting Standards No. 160, entitled “Noncontrolling Interests in Consolidated Financial Statements”) shown on the consolidated balance sheet of the Guarantor and its Consolidated Subsidiaries.

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).

  • Closing Date Net Working Capital shall have the meaning set forth in Section 2.03(c).

  • Adjusted Consolidated EBITDA means, with respect to the Borrower and the Subsidiaries on a consolidated basis for any period, the Consolidated Net Income of the Borrower and the Subsidiaries for such period plus

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

  • Target Net Working Capital Amount means $5,000,000.

  • Consolidated Working Capital Adjustment means, for any period of determination on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.

  • Total adjusted capital means the sum of:

  • Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).

  • Net Working Capital Target means $0.00.

  • Final Closing Working Capital has the meaning set forth in Section 2.5(d).

  • Net Working Capital Adjustment means (a) the amount by which Net Working Capital as of immediately prior to the Closing exceeds Target Net Working Capital or (b) the amount by which Net Working Capital as of immediately prior to the Closing is less than Target Net Working Capital, in each case, if applicable; provided, that any amount which is calculated pursuant to clause (b) above shall be deemed to be a negative number.

  • Adjusted Net Worth of any Guarantor shall mean at any time, the greater of (x) $0 and (y) the amount by which the fair saleable value of such Guarantor’s assets on the date of the respective payment hereunder exceeds its debts and other liabilities (including contingent liabilities, but without giving effect to any of its obligations under this Agreement or any other Loan Documents) on such date.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Adjusted Asset Value means, as of a given date, the sum of EBITDA attributable to malls, power centers and all other assets for the trailing four (4) quarters most recently ended, divided by (iii) 7.75%. In determining Adjusted Asset Value:

  • Target Net Working Capital means $0.

  • Closing Level : means the official daily Closing Level of the Index as published by the Index Sponsor in relation to each Scheduled Trading Day during the Investment Term.

  • Adjusted Value as used in subdivision (d) means:

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).