Closing Adjusted Net Worth definition

Closing Adjusted Net Worth means, with respect to the Subject Companies taken as a whole, the amount by which the total assets exceed the total liabilities of the Subject Companies in the aggregate, as set forth on the Closing Date Balance Sheet. In the event that the Closing Adjusted Net Worth is less than zero, the Shareholders shall pay to Buyer the amount by which the Closing Adjusted Net Worth is less than zero.

Closing Adjusted Net Worth shall have the meaning set forth in Section 3.3(a)(i)(C).

Closing Adjusted Net Worth means eighty-five percent (85%) of Consolidated Net Worth of JLG and its Subsidiaries as of July 31, 1998.

Examples of Closing Adjusted Net Worth in a sentence

• If the Buyer does not deliver a Disagreement Notice within such 30-day period, the Audited Closing Balance Sheet, the Closing Adjusted Net Worth Schedule and the Closing Adjusted Net Worth shall be deemed to have been accepted by Buyer.

• If the Buyer elects to repay any indebtedness of the Company or its Subsidiaries at Closing, neither the Sellers nor the Company or any of its Subsidiaries shall have any liability or obligation with respect thereto (it being understood that any prepayment penalties resulting therefrom in excess of $18,750 shall be included as a liability of the Company in the Preliminary Closing Balance Sheet, the Audited Closing Balance Sheet and the Closing Adjusted Net Worth Schedule pursuant to Section 1.2).

• The fees and expenses incurred in connection with the preparation of the Preliminary Closing Balance Sheet, the Audited Closing Balance Sheet and the Closing Adjusted Net Worth Schedule shall be paid by the Sellers.

• Upon receipt of the Audited Closing Balance Sheet -------------- and the Closing Adjusted Net Worth Schedule, the Buyer and its independent accountants shall have the right during the succeeding 30-day period to examine the Audited Closing Balance Sheet, the Closing Adjusted Net Worth Schedule and all books and records used to prepare the Balance Sheet, the Audited Closing Balance Sheet and the Closing Adjusted Net Worth Schedule.

• The Buyer will (and will cause the Company to) provide the Sellers or their designee and PricewaterhouseCoopers LLP full access to the books, ledgers, files, reports and operating records of the Company and the then current employees of the Company and will fully cooperate in the Sellers' preparation of the Preliminary Closing Balance Sheet, the Audited Closing Balance Sheet and the Closing Adjusted Net Worth Schedule.

More Definitions of Closing Adjusted Net Worth

Closing Adjusted Net Worth means eighty-five percent (85%) of Net Worth -------------------------- as of the end of the most recent fiscal quarter ended prior to the Closing Date.

Closing Adjusted Net Worth of the Acquired Companies" means the current assets of the Acquired Companies as of the Adjustment Date (excluding any such current assets (or portion thereof) to the extent not relating to and usable in the operation of the Acquired Companies' Stations after the Closing Date), minus the Acquired Companies Closing Liabilities, as determined on a consolidated basis in accordance with GAAP applied in a manner consistent with the preparation of the Financial Statements, adjusted to exclude (A) from current assets the current portion of program rights and (B) from Acquired Companies Closing Liabilities (1) the current and long-term portion of program liabilities, (2) any amount related to unearned income under the Station KOIN Sylvan lease agreement, and (3) any reserve or accrual for loss contingencies required by GAAP related to the matters disclosed in Schedule 4.14 hereto; provided, however, that Acquired Companies Closing Liabilities shall include the amount or value of both cash and noncash consideration that has not been paid or provided prior to the Closing Date for programming run by any of the Acquired Companies' Stations prior to the Closing Date.

Closing Adjusted Net Worth means the Companies' combined adjusted net worth as of the Closing Date (prior to giving effect to the transactions contemplated hereby) and as set forth on the Closing Balance Sheet and calculated as follows: (i) total assets minus (ii) total liabilities plus (iii) Funded Indebtedness and minus (iv) to the extent included in clause (i) above, the net book value of the Building, all as determined in accordance with GAAP, consistently applied and after elimination of inter-Company transactions.

Closing Adjusted Net Worth of the Acquired Companies" means the current assets of the Acquired Companies as of the Adjustment Date (excluding any such current assets (or portion thereof) to the extent not relating to and usable in the operation of the Acquired Companies' Stations after the Closing Date), minus the Acquired Companies Closing Liabilities, as determined on a consolidated basis in accordance with GAAP applied in a manner consistent with the preparation of the Financial Statements, adjusted to exclude (A) from current assets the current portion of program rights and (B) from Acquired Companies Closing

Closing Adjusted Net Worth has the meaning set forth in Section 2.4(b).

Closing Adjusted Net Worth means the Adjusted Net Worth as of December 31, 1996 excluding, however, the book value of the Parent Equipment and the GDI Property on the books of Trailers.

Closing Adjusted Net Worth means the Closing Current Assets as of the Adjustment Date minus the Closing Company Liabilities as of the Adjustment Date.