Balance Sheet Net Assets definition

Balance Sheet Net Assets means $63,000,000.
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Balance Sheet Net Assets the combined net assets ((i) total assets minus (ii) total liabilities other than any Indebtedness) of the Acquired Companies shown on the Base Balance Sheet calculated in accordance with GAAP.
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Balance Sheet Net Assets has the meaning set forth in Section 2.6(a).
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Examples of Balance Sheet Net Assets in a sentence

  • If Sellers have proposed modifications to any of the draft Closing Balance Sheet, Net Assets Report, or Net Working Capital Report, Sellers, for a period of 15 days following delivery of such proposed modifications, shall provide to Buyer, its accountants and independent auditors, upon reasonable notice, access to the employees, accountants, books, records, and related work papers of Sellers at Buyer's expense.

  • The amount (as determined pursuant to Section 5.2.2) by which (i) the book value of the Net Assets of Seller and its Subsidiaries as of the Closing Date exceed or are less than the Balance Sheet Net Assets shall be referred to as the "Adjustment Amount" and shall be treated as an increase or decrease (whichever is applicable) to the purchase price paid hereunder.

  • If Sellers agree with the draft Closing Balance Sheet, Net Assets Report or the Net Working Capital Report, such report shall be deemed to be final for purposes of this Agreement.


More Definitions of Balance Sheet Net Assets

Balance Sheet Net Assets means Balance Sheet Total Assets less Balance Sheet Liabilities, each as of the close of business on the day immediately preceding the Closing Date; (ii) the term “Balance Sheet Net Assets Deficit” shall mean the amount, if any, by which Final Balance Sheet Net Assets is less than the Target Balance Sheet Net Assets; and (iii) the term “Balance Sheet Net Assets Surplus” shall mean the amount, if any, by which the Final Balance Sheet Net Assets is greater than the Target Balance Sheet Net Assets.
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Related to Balance Sheet Net Assets

  • Balance Sheets has the meaning set forth in Section 4.5(a).

  • Off-Balance Sheet Liabilities of any Person shall mean (i) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (ii) any liability of such Person under any sale and leaseback transactions that do not create a liability on the balance sheet of such Person, (iii) any Synthetic Lease Obligation or (iv) any obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such Person.

  • Off-Balance Sheet Liability of a Person means (a) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (b) any indebtedness, liability or obligation under any so-called “synthetic lease” transaction entered into by such Person, or (c) any indebtedness, liability or obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such Person (other than operating leases).

  • Off-Balance Sheet Arrangement means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Borrower is a party, under which the Borrower has:

  • Company Balance Sheet has the meaning set forth in Section 3.04(e).

  • SpinCo Balance Sheet means the pro forma combined balance sheet of the SpinCo Business, including any notes and subledgers thereto, as of September 30, 2021, as presented in the Information Statement made available to the Record Holders.

  • Balance Sheet has the meaning set forth in Section 3.06.

  • Interim Balance Sheet as defined in Section 3.4.

  • Off-Balance Sheet Obligations means liabilities and obligations of the Borrower, any Subsidiary or any other Person in respect of “off-balance sheet arrangements” (as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act) which the Borrower would be required to disclose in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of the Borrower’s report on Form 10-Q or Form 10-K (or their equivalents) which the Borrower is required to file with the Securities and Exchange Commission (or any Governmental Authority substituted therefor).

  • Latest Balance Sheet has the meaning set forth in Section 3.4(a).

  • Consolidated Net Assets means Consolidated Assets after deduction of Consolidated Current Liabilities.

  • Latest Balance Sheet Date has the meaning set forth in Section 3.10.

  • Off-Balance Sheet Obligation means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment) or (c) an agreement for the sale of receivables or like assets creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, could be characterized as the indebtedness of such Person (without regard to accounting treatment).

  • Interim Balance Sheet Date has the meaning set forth in Section 3.06.

  • Balance Sheet Date has the meaning set forth in Section 3.06.

  • Current Assets of any Person means all assets of such Person that would, in accordance with GAAP, be classified as current assets of a company conducting a business the same as or similar to that of such Person, after deducting adequate reserves in each case in which a reserve is proper in accordance with GAAP.

  • Company Balance Sheet Date has the meaning set forth in Section 3.10.

  • Audited Balance Sheet means the audited balance sheet of the company prepared for the purposes of the Companies Acts for a financial year unless an audited consolidated balance sheet dealing with the state of affairs of the company and its subsidiary undertakings required to be dealt with in group accounts has been prepared for those purposes for the same financial year, in which case it means that audited consolidated balance sheet, and in that case all references to reserves shall be deemed to be references to consolidated reserves;

  • Consolidated Tangible Net Assets means, on any date of determination and with respect to any Person at any time, the total of all assets (including revaluations thereof as a result of commercial appraisals, price level restatement or otherwise) appearing on the consolidated balance sheet of such Person and its Consolidated Subsidiaries most recently delivered to the Lenders pursuant to Section 5.01(i) as of such date of determination, net of applicable reserves and deductions, but excluding goodwill, trade names, trademarks, patents, unamortized debt discount and all other like intangible assets (which term shall not be construed to include such revaluations), less the aggregate of the consolidated current liabilities of such Person and its Consolidated Subsidiaries appearing on such balance sheet.

  • Unaudited Balance Sheet has the meaning set forth in Section 3.4(a)(ii).

  • Reference Balance Sheet Date is defined in Section 3.5.

  • Pro Forma Balance Sheet as defined in Section 4.1(a).

  • Adjusted Net Assets of such Guarantor at any date shall mean the lesser of (1) the amount by which the fair value of the property of such Guarantor exceeds the total amount of liabilities, including contingent liabilities (after giving effect to all other fixed and contingent liabilities incurred or assumed on such date), but excluding liabilities under the Guarantee of such Guarantor at such date and (2) the amount by which the present fair salable value of the assets of such Guarantor at such date exceeds the amount that will be required to pay the probable liability of such Guarantor on its debts (after giving effect to all other fixed and contingent liabilities incurred or assumed on such date), excluding debt in respect of the Guarantee of such Guarantor, as they become absolute and matured.

  • Current Balance Sheet Date means December 31, 1997.

  • Parent Balance Sheet Date shall have the meaning assigned to it in Section 5.13 hereof.