Closing Assets definition

Closing Assets has the meaning set forth in Section 16.1.

Closing Assets has the meaning set forth in Section 2.1.

Closing Assets means all Marlboro Funds actually to be delivered to Emerson at the Closing, but excluding the Gifted Housing Aid Funds. In no event shall the Allowance be treated as part of the Closing Assets.

Examples of Closing Assets in a sentence

• For this purpose, any new contracts, permits, or other specified rights (or modifications to previously approved contracts, permits, and other specified rights) will require the approval of Buyer, in Buyer’s sole and absolute discretion, in order to be included in the Closing Assets or any subsequent transfer of assets.

• Purchaser shall be entitled to a downward adjustment to (i) the First Closing Base Purchase Price by the Defect Adjustment, if any, with respect to the First Closing Assets and (ii) the Second Closing Base Purchase Price by the Defect Adjustment, if any, with respect to the Second Closing Assets.

• The closing of the sale and purchase of the Schedule I Assets and the Schedule II Closing Assets (the “Initial Closing”) shall take place on the date hereof by electronic communication, followed by delivery of documents by overnight courier, or in such other manner as is mutually agreed by the parties.

• For the avoidance of doubt, the Defect Adjustment shall be determined by taking into account Environmental Defects related to both the First Closing Assets and Second Closing Assets on a cumulative basis.

• From and after the First Closing and until the earlier to occur of the (i) Second Closing, or (ii) the termination under Article 12 of the rights and obligations of the Parties with respect to the Second Closing, Purchaser shall not directly or indirectly sell, assign, transfer or otherwise dispose of any of the First Closing Assets (other than sales of Hydrocarbons and equipment in the ordinary course of business), without the prior written consent of Seller.

More Definitions of Closing Assets

Closing Assets means the current assets of the Company in accordance with the Accounting Principles, including Accounts Receivable, prepaid expenses, deferred bank fees, prepaid software licenses, prepaid insurances, long-term deposits, including deposits held by the Company’s primary landlord (not included in Cash and Cash Equivalents), credit card prepayments and work-in-progress and finished goods inventory, but excluding Cash and Cash Equivalents and deferred tax assets.

Closing Assets means all assets, net of applicable reserves, of the Business as of the Closing Date that are Purchased Assets, calculated in accordance with the Accounting Principles.

Closing Assets means all assets, excluding cash, net of applicable reserves, of the Business, excluding intangible assets (such intangible assets to include, without limitation, goodwill, licenses, patents, trademarks, trade names, copyrights, capitalized software and organizational costs, licenses and franchises) as of the Closing Date that are Purchased Assets, calculated in accordance with the Accounting Principles.

Closing Assets shall have the meaning set forth in Section 1.4(a).

Closing Assets means the sum of all (a) accounts receivable (net of an appropriate allowance for bad debt) of the Company, (b) deferred expenses (related to professional services deferred revenue) of the Company and (c) property, plant and equipment (net of accumulated depreciation) of the Company, each as set forth on the Latest Balance Sheet as the target for December 15, 2013. For the avoidance of doubt, Closing Assets shall not include any Tax assets.

Closing Assets means the classes of Seller's assets and properties as listed on Schedule 1(A)-(E) as they exist as of Closing as evidenced by the Closing Balance Sheet, less the Excluded Assets.

Closing Assets means the total assets set forth on the Company's balance sheet on the Closing Date determined in accordance with GAAP and consistent with the format of the presentation of the total assets of the Company set forth on the Audited Balance Sheet (as defined in Section 3.8), REDUCED by the balance of the prepaid interest account of the Company on the Closing Date.