Baseline Net Worth definition

Baseline Net Worth is defined in clause (j) of the definition of Exclusion Event.
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Baseline Net Worth is defined in clause (xii) of the definition of Exclusion Event.
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Baseline Net Worth has the meaning given such term in Section 1.3(e).
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Examples of Baseline Net Worth in a sentence

  • If any changes are proposed, Buyer and the Shareholder shall in good faith as soon as reasonably possible reach agreement on the Baseline Net Worth and determine the adjustment, if any, to the Purchase Price.

  • The Purchase Price will be adjusted downward if (i) the net worth of the Company determined as of the Closing Date calculated in accordance with GAAP (including, without limitation, GAAP standards for contingent sales) and subject to a confirming inventory observed by the Buyer and conducted in a manner acceptable to the Buyer (the "Baseline Net Worth") is less than (ii) Two Million Five Hundred Thousand Dollars ($2,500,000).

  • The Baseline Net Worth shall be calculated by the Shareholder with the participation of Buyer's representatives and such calculation shall be delivered to Buyer as soon as practicable, but in no event later than forty-five (45) days after the Closing Date.

  • The Buyer shall have thirty (30) days from receipt of the Shareholder's calculation of the Baseline Net Worth to review, analyze, audit and propose changes to the Baseline Net Worth.

  • The Purchase Price will be adjusted upward if (i) the Baseline Net Worth is greater than (ii) Two Million Five Hundred Thousand Dollars ($2,500,000).


More Definitions of Baseline Net Worth

Baseline Net Worth means $4,267,000.
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Baseline Net Worth shall have the meaning set forth in Section 2.6(a) of this Agreement.
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Related to Baseline Net Worth

  • Net Worth means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, as per the audited balance sheet, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation.

  • Adjusted Net Worth of each Guarantor shall mean the greater of (x) the Net Worth (as defined below) of such Guarantor and (y) zero; and (iii) the “Net Worth” of each Guarantor shall mean the amount by which the fair saleable value of such Guarantor’s assets on the date of any Relevant Payment exceeds its existing debts and other liabilities (including contingent liabilities, but without giving effect to any Guaranteed Obligations arising under this Guarantee) on such date. Notwithstanding anything to the contrary contained above, any Guarantor that is released from this Guarantee pursuant to Section 18 hereof shall thereafter have no contribution obligations, or rights, pursuant to this Section 19, and at the time of any such release, if the released Guarantor had an Aggregate Excess Amount or an Aggregate Deficit Amount, same shall be deemed reduced to $0, and the contribution rights and obligations of the remaining Guarantors shall be recalculated on the respective date of release (as otherwise provided above) based on the payments made hereunder by the remaining Guarantors. All parties hereto recognize and agree that, except for any right of contribution arising pursuant to this Section 19, each Guarantor who makes any payment in respect of the Guaranteed Obligations shall have no right of contribution or subrogation against any other Guarantor in respect of such payment until all of the Guaranteed Obligations have been irrevocably paid in full in cash. Each of the Guarantors recognizes and acknowledges that the rights to contribution arising hereunder shall constitute an asset in favor of the party entitled to such contribution. In this connection, each Guarantor has the right to waive its contribution right against any Guarantor to the extent that after giving effect to such waiver such Guarantor would remain solvent, in the determination of the Required Lenders.

  • Target Net Working Capital means $36,500,000.

  • Consolidated Net Worth means, as of any date of determination, consolidated shareholders’ equity of the Borrower and its Subsidiaries as of that date determined in accordance with GAAP.

  • EBITDA means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period:

  • Adjusted EBITDA means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication, to the extent the same was deducted in calculating Consolidated Net Income:

  • Consolidated Net Working Capital means (a) all current assets of the Company and its Restricted Subsidiaries except current assets from Oil and Gas Hedging Contracts, less (b) all current liabilities of the Company and its Restricted Subsidiaries, except (i) current liabilities included in Indebtedness, (ii) current liabilities associated with asset retirement obligations relating to oil and gas properties and (iii) any current liabilities from Oil and Gas Hedging Contracts, in each case as set forth in the consolidated financial statements of the Company prepared in accordance with GAAP (excluding any adjustments made pursuant to FASB ASC 815).