Closing Date Net Tangible Asset Value definition

Closing Date Net Tangible Asset Value means the book value of all assets reflected on the Closing Date Balance Sheet (excluding goodwill and net of any applicable contra-asset accounts) less the amount of all liabilities reflected on the Closing Date Balance Sheet; provided, however, that notwithstanding that such reflection or exclusion may not be consistent with the Accounting Principles, the following adjustments shall be made, without duplication, in determining the Closing Date Net Tangible Asset Value:
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Closing Date Net Tangible Asset Value has the meaning assigned in Section 2.5(a).
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Closing Date Net Tangible Asset Value means the book value on the Closing Date of the tangible assets included in the Purchased Assets, net of inventory reserves and accumulated depreciation, and excluding the value of the "hidden assets" listed on Section 2.1 (a) of the Disclosure Schedule, determined in accordance with GAAP.
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Examples of Closing Date Net Tangible Asset Value in a sentence

  • The Purchase Price Adjustment shall be equal to the value of the Closing Date Net Tangible Asset Value (as finally determined in accordance with this Section 2.05) minus the June 30, 1995 Net Tangible Asset Value.

  • The Closing Date Net Tangible Asset Value shall be deemed accepted by, and shall be final and binding upon, the parties, unless either the Buyer notifies the Seller in writing, not later than fifteen (15) days from the Buyer’s receipt of the Closing Date Balance Sheet and the Closing Date Net Tangible Asset Value, that it disagrees with respect to any of the financial calculations made with respect to the Closing Date Balance Sheet and/or the Closing Date Net Tangible Asset Value.

  • The Estimated Closing Date Net Tangible Asset Value shall be subject to Buyer’s reasonable approval.

  • The Seller shall give to the Buyer and its representatives, including the Buyer’s auditors, full and complete access in a reasonable manner, to all work papers and supporting documentation prepared by the Seller, or otherwise relied upon by the Seller, in connection with the preparation of the Closing Date Balance Sheet and the calculation of the Closing Date Net Tangible Asset Value.

  • To the extent that net asset values as set forth in such audited schedule shall reflect a variance from the Closing Date Net Tangible Asset Value reflected in the schedule prepared by S-A estimate, then the Deferred Payment shall be reduced or increased in accordance with paragraphs 6.4(a)(i) or (ii) above.

  • The Seller shall be responsible for all costs in connection with the preparation of the Closing Date Balance Sheet and the calculation of the Closing Date Net Tangible Asset Value, excluding the costs related to the assistance and cooperation of the Buyer’s accounting department.

Related to Closing Date Net Tangible Asset Value

  • Adjusted Consolidated Net Tangible Assets means (without duplication), as of the date of determination, the remainder of:

  • Net Tangible Assets means the total of all assets (including revaluations thereof as a result of commercial appraisals, price level restatement or otherwise) appearing on the Company’s balance sheet, net of applicable reserves and deductions, but excluding goodwill, trade names, trademarks, patents, unamortized debt discount and all other like intangible assets (which term shall not be construed to include such revaluations), less the aggregate of the Company’s current liabilities appearing on such balance sheet. For purposes of this definition, the Company's balance sheet does not include assets and liabilities of its subsidiaries.

  • Consolidated Net Tangible Assets means total assets (less depreciation and valuation reserves and other reserves and items deductible from gross book value of specific asset accounts under GAAP) after deducting therefrom (i) all current liabilities and (ii) all goodwill, trade names, trademarks, patents, unamortized debt discount, organization expenses, and other like intangibles, all as set forth on the most recent balance sheet of the Company and its consolidated Subsidiaries and computed in accordance with GAAP.

  • Total Tangible Assets means, as of any date, (a) the aggregate amount of the assets (other than intangible assets, goodwill and deferred tax assets) of the Group, as disclosed on the consolidated statement of financial position in the most recent Accounts of the Group, minus (b) the lesser of (i) the aggregate value of all Project Assets subject to any Lien securing any Limited Recourse Indebtedness and (ii) the aggregate principal amount of Limited Recourse Indebtedness, in each case, as reflected in (or derived from) the most recent Accounts of the Group, plus (c) the net cash proceeds received by the Parent Guarantor from any share capital issuance by the Parent Guarantor consummated after the date of the most recent balance sheet included in such Accounts and on or prior to such date.

  • Closing Date Net Working Capital shall have the meaning set forth in Section 2.03(c).

  • Estimated Closing Date Net Working Capital has the meaning set forth in Section 2.3(a)(i).

  • Consolidated Total Tangible Assets means, as of any date, the Consolidated Total Assets as of such date, less all goodwill and intangible assets determined in accordance with GAAP included in such Consolidated Total Assets.

  • Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.

  • Consolidated Tangible Assets means, with respect to any Person as of any date, the amount which, in accordance with GAAP, would be set forth under the caption “Total Assets” (or any like caption) on a consolidated balance sheet of such Person and its Restricted Subsidiaries, less all goodwill, patents, tradenames, trademarks, copyrights, franchises, experimental expenses, organization expenses and any other amounts classified as intangible assets in accordance with GAAP.

  • Closing Date Balance Sheet has the meaning specified in Section 2.7.

  • Closing Date Working Capital has the meaning specified in Section 2.3(b).

  • Closing Date Business Plan means the set of Projections of Borrowers for the 3 year period following the Closing Date (on a year by year basis, and for the 1 year period following the Closing Date, on a month by month basis), in form and substance (including as to scope and underlying assumptions) satisfactory to Agent.

  • Tangible Assets means assets consisting of land, buildings and plant, machinery and equipment;

  • Adjusted Tangible Net Worth As of the date of determination thereof, the sum of: (i) Servicer's Tangible Net Worth; plus

  • Consolidated Tangible Net Worth means, as of any date of determination, for the Borrower and its Subsidiaries on a consolidated basis, Shareholders’ Equity of the Borrower and its Subsidiaries on that date minus the Intangible Assets of the Borrower and its Subsidiaries on that date.

  • Consolidated Tangible Net Assets means, on any date of determination and with respect to any Person at any time, the total of all assets (including revaluations thereof as a result of commercial appraisals, price level restatement or otherwise) appearing on the consolidated balance sheet of such Person and its Consolidated Subsidiaries most recently delivered to the Lenders pursuant to Section 5.01(i) as of such date of determination, net of applicable reserves and deductions, but excluding goodwill, trade names, trademarks, patents, unamortized debt discount and all other like intangible assets (which term shall not be construed to include such revaluations), less the aggregate of the consolidated current liabilities of such Person and its Consolidated Subsidiaries appearing on such balance sheet.

  • Target Net Working Capital Amount means $5,000,000.

  • Adjusted Consolidated Net Worth means, at any date, without duplication, the sum of (a) the consolidated shareholders’ equity, determined in accordance with GAAP, of the Guarantor and its Consolidated Subsidiaries, plus (b) the aggregate Hybrid Instrument Amount plus (c) the VA Adjustment Amount; provided that, in determining such Adjusted Consolidated Net Worth, there shall be excluded (i) any “Accumulated Other Comprehensive Income (Loss)” shown on the consolidated balance sheet of the Guarantor and its Consolidated Subsidiaries prepared in accordance with GAAP, (ii) the effect of any election under the fair value option in FASB ASC 825 permitting a Person to measure its financial assets or liabilities at the fair value thereof, and the related tax impact and (iii) all noncontrolling interests (as determined in accordance with Statement of Financial Accounting Standards No. 160, entitled “Noncontrolling Interests in Consolidated Financial Statements”) shown on the consolidated balance sheet of the Guarantor and its Consolidated Subsidiaries.

  • Closing Date Cash has the meaning specified in Section 3.4(a).

  • Adjusted Consolidated Working Capital means, at any time, Consolidated Current Assets (but excluding therefrom all cash and Cash Equivalents) less Consolidated Current Liabilities at such time.

  • Effective Tangible Net Worth means the Borrower's stated net worth plus Subordinated Debt but less all intangible assets of the Borrower (i.e., goodwill, trademarks, patents, copyrights, organization expense, and similar intangible items including, but not limited to, investments in and all amounts due from affiliates, officers or employees).

  • Material Project EBITDA Adjustments means, with respect to each Material Project:

  • Intangible Asset means any asset (either as a single or as a batch) without physical substance but which is identifiable and controlled through custody or legal rights, for example, most commonly (but not limited to) software licences, quotas, patents, copyrights, franchises and trademarks purchased, donated or developed together, which cost more than the Capitalisation Threshold; and has an economic life of twelve (12) Months or more; and is purchased, developed or maintained wholly or partially using the Grant;

  • Consolidated Working Capital Adjustment means, for any period of determination on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.

  • Net Working Capital Target means $0.00.

  • Closing Date Term Loan has the meaning set forth in Section 2.4(a).