Base Net Tangible Assets definition
Examples of Base Net Tangible Assets in a sentence
If Base Net Tangible Assets exceed Estimated Closing Net Tangible Assets, Seller (or Limited Brands) shall pay to the Company the amount of such excess prior to Closing.
If Estimated Closing Net Tangible Assets exceed Base Net Tangible Assets, the Company shall pay to Seller (or Limited Brands) the amount of such excess prior to Closing.
If Final Net Tangible Assets exceeds Base Net Tangible Assets, Buyer shall pay to The Limited, in the manner and with interest as provided in Section 2.04(b), the amount of such excess.
It is understood and agreed that the establishment of $141,000,000 as the amount of Base Net Tangible Assets (i) was a negotiated result to establish the base from which any adjustment to the Purchase Price is to be calculated, (ii) differs from the amount that would be calculated simply by adding the amounts shown on the Base Statement of Net Tangible Assets included in Appendix 2.03(a) and, therefore, (iii) will not influence or affect in any respect the calculation of Closing Net Tangible Assets.
The “Equity Value” is an amount equal to (i) $1,168,000,000.00, plus (ii) the amount, if any, by which the Closing Net Tangible Assets exceeds the Base Net Tangible Assets (which amount is a positive number), minus (iii) the amount, if any, by which the Base Net Tangible Assets exceeds the Closing Net Tangible Assets (which amount is a positive number), plus (iv) Closing Cash, minus (v) Closing Indebtedness, minus (vi) the Retention Reserve Amount.
The “Upward Adjustment Amount” means the sum of (1) Closing Net Tangible Assets minus (2) Base Net Tangible Assets plus (3) Closing Cash, in each case of clauses (1), (2) and (3) as reflected in the Closing Statement, plus (4) $50,000,000.
If Final Net Tangible Assets exceed Base Net Tangible Assets, Buyer shall pay to Seller, in the manner and with interest as provided in Section 2.04(b), the amount of such excess.