Closing Date Assets definition

Closing Date Assets means the aggregate amount of those assets of the Company on the Closing Date under the captions “Total Cash,” “ Total Accounts Receivable,” “Prepaids,” and “Total Other Current Assets” as determined in a manner consistent with the accounting practices used in preparing the Financial Statements attached hereto as Schedule 4.10(a), except that all intercompany amounts shall be excluded.

Closing Date Assets means the Collateral Obligations acquired by the Issuer on the Closing Date.

Closing Date Assets shall have the meaning specified in Section 2.2(b).

Examples of Closing Date Assets in a sentence

• Indicate whether (a) such liens will be released on the Closing Date, or (b) such liens will be subordinated to Siena on the Closing Date: Assets Subject to Lien Secured Party Amount Secured To be Released at Closing (Y/N) To be Subordinated at Closing (Y/N) None.

• The Company shall have delivered to Parent evidence (consistent in form with that provided in Section 7.2(g) of the Company Disclosure Letter) that (i) the product of (A) Closing Date Assets Under Administration multiplied by (B) the Market Factor (but only in the event the Market Factor is greater than one) is not less than (ii) 90% of Base Date Assets Under Administration.

• Exhibit E-1: Xxxx of Sale, Assignment and Assumption from TRMC, TAC, the General Partner and the Partnership to the Operating Company with respect to the First Closing Date Assets.

• The Escrow Fund shall be available to compensate Parent and Buyer for (a) any Losses incurred by Parent, Buyer, and each of Parent and Buyer's officers, directors and affiliates pursuant to the indemnification provisions set forth in Article XI hereof and (b) any Closing Date Assets Shortfall (as provided in Section 10.3(a) below).

• The Parties shall convey and transfer any such First Closing Date Assets to which this Section 2.6 applies upon the receipt of the required consents in the same fashion and manner as required by this Article II for the First Closing Date Assets conveyed and transferred as of the First Closing Date.

More Definitions of Closing Date Assets

Closing Date Assets means the following Purchased Assets (and only to the extent that Buyer has the power to transfer such Purchased Assets to Seller): (i) a sample aliquot of the biological materials specified in Schedule 2.2(b)(i) in the form and condition (and subject to any Encumbrances) existing as of the Closing Date, (ii) the Seller Intellectual Property set forth in Schedule 2.2(b)(ii) in the form and condition (and subject to any Encumbrances) existing as of the Closing Date, and (iii) any remaining materials, Supplies, Machinery and Equipment, and Personal Property, as is in their then-present form and subject to any reasonable wear and tear and subject to the conduct of Buyer’s business in a commercially reasonable fashion, and (iv) the Material Contracts to the extent transferable (and subject to a release from assignee(s) in form and substance satisfactory to Buyer).

Closing Date Assets means, in relation to the Purchased Assets: (i) any prepaid expenses; (ii) any receivables of Primero; and (iii) such other assets that were acquired and paid for by Primero prior to the Adjustment Date and that will be for the benefit of XxXxxx after the Closing Date; in each case that exist as at the Adjustment Date and that are agreed upon by Primero and XxXxxx in accordance with Section 2.9(b);

Closing Date Assets means, as of the Closing Date, the ------------------- amount of (1) prepaid taxes if due and owing within one year and (2) those assets under the captions "Cash", "Accounts Receivable", "Inventory" and ---- ------------------- --------- "Utility Deposits" on the Closing Date Asset & Liability Statement and ----------------- determined in accordance with generally accepted accounting principles, consistently applied.

Closing Date Assets means the aggregate amount of Current Assets of Seller on the Closing Date, but excluding the Retained Cash, determined in accordance with United States generally accepted accounting principles (“GAAP”).

Closing Date Assets means all right, title and interest of Trans Leasing in, to and under (i) the Closing Date Leases (including all of Trans Leasing's obligations under the Closing

Closing Date Assets means the Current Assets immediately prior to the Closing.

Closing Date Assets. The meaning set forth in the definition of "Cost Basis."