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 shall have the meaning specified in Section 2.2(b).
Examples of Closing Date Assets in a sentence
The purchase price paid by the Issuer for any Collateral Obligation acquired by the Issuer (i) from Madison, will be (or, with respect to the Closing Date Assets, was) equal to the fair market value thereof on the date of acquisition thereof as reasonably determined by the Collateral Manager without any third party valuation, or (ii) from an unaffiliated third party seller, will be equal to the amount agreed between such third party seller and the Collateral Manager on behalf of the Issuer.
See “Risk Factors—Relating to the Collateral Obligations.” The Closing Date Assets were purchased by the Issuer from Madison Capital Funding LLC (“Madison”) using the proceeds of debt and equity pursuant to the Warehouse Loan Agreement and Warehouse Sale Agreement.
After the Closing Date, Assets shall be at the risk of the Purchaser.
Payment of Closing Date Assets Surplus ...................................
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).
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. The meaning set forth in the definition of "Cost Basis."
Closing Date Assets means the aggregate amount of those assets of the Company on the Closing Date set forth and calculated in accordance with Schedule 3.01, in each case as determined in accordance with United States generally accepted accounting principles consistently applied (“GAAP”) and using the same accounting practices, policies and procedures used in preparing the Interim Financial Statements attached hereto as Schedule 4.10(a) (collectively, the “Seller Accounting Policies”), except that all intercompany amounts shall be excluded. Seller agrees not to change any of the Seller Accounting Policies as they relate to the Closing Date Assets or the Closing Date Liabilities (including, without limitation, Seller’s policies relating to reserves, accruals and write-offs) between the date of this Agreement and the Closing Date without Purchaser’s prior written consent. Other than accounting practices related to litigation accruals and accruals for sales and use tax obligations, Seller agrees that it has used the Seller Accounting Policies in preparing the monthly financial statements of the Company during the six-month period ended December 31, 2004.
Closing Date Assets means the net amount of those assets of the Business on the Closing Date under the captions "Net Accounts Receivable-Trade," "Other Receivables" and "Prepaid Expenses," as determined in a manner consistent with (1) the Statement of Assets and Liabilities (as defined in Section 4.08 below), except that (A) all intercompany amounts shall be excluded, (B) no amounts shall be included in respect of prepaid insurance and (C) the amount reflected for each of the following captions shall be zero: "Other Receivables" and "Prepaid Expenses," and (2) the Preliminary Closing Date Statement (as defined in Section 2.02(c) below).
Closing Date Assets means the net amount of those assets of Pictorial on the Closing Date under the captions "Cash," "Accounts Receivable-Net," "Inventories-Net" and "Prepaid Expenses," as determined in a manner consistent with the accounting practices used in preparing the unaudited balance sheet of Pictorial as at March 31, 2000 (the "March Balance Sheet") attached hereto as part of Schedule 3.11 except that (u) all intercompany amounts shall be excluded, (v) obsolescence policies for "Inventories-Net" shall be determined in accordance with the March Balance Sheet, (w) credit balances in "Accounts Receivables" shall be reclassified to "Accounts Payable-Trade and Other", (x) "Cash" shall include cash in bank accounts of Pictorial, any deposits in transit including amounts in transit from Pictorial to Pictorial's banks and any cash or checks in the possession of Pictorial on the Closing Date, (y) uncleared checks shall be reclassified