Closing Date Tangible Net Worth definition

Closing Date Tangible Net Worth means Tangible Net Worth as of the Closing Date, which amount shall be set forth in the certificate delivered by the Parent to the Administrative Agent pursuant to Section 6.02(a); provided, that at all times prior to delivery of such certificate, Closing Date Tangible Net Worth shall be deemed to be $689,813,000.
Sample 1Sample 2
Closing Date Tangible Net Worth. For purposes of this Section 1.13, “Tangible Net Worth” shall mean the excess of OSI’s total assets (other than OSI’s intangible assets), including cash (for clarification, other than the Escrow Amount), prepaid expenses, Accounts Receivable, fixed and other tangible assets as of the Closing Date (calculated immediately following any payment made pursuant to Section 1.13(f)) over OSI’s total liabilities (other than Notes Payable and Balance Sheet Environmental Liabilities and mandatorily redeemable preferred stock) including accrued expenses and accounts payable, as of the Closing Date, determined in accordance with GAAP consistently applied; provided, however, that (i) all OSI fees, costs, payments, and expenses for advisors, brokers, lawyers, accountants and other professionals, and payments due to employees that arise solely as a result of a change of control, in each case, incurred, or to be incurred, in connection with the transactions contemplated by this Agreement shall have either been paid prior to the Closing Date or accrued as a liability on the Tangible Net Worth Schedule regardless of whether or not required by GAAP, and (ii) any portion of a retention payment payable to an employee but not specifically in connection with the transactions contemplated by this Agreement shall be accrued as a liability on the Tangible Net Worth Schedule to the extent required by GAAP. Also attached as Schedule 1.13(a) is a sample calculation of Tangible Net Worth.
Sample 1
Closing Date Tangible Net Worth means the Tangible Net Worth of the Business as of the Closing Date.
Sample 1

Examples of Closing Date Tangible Net Worth in a sentence

  • Permit Tangible Net Worth at any time to be less than the sum of (i) 80% of Closing Date Tangible Net Worth and (ii) 75% of the Net Cash Proceeds received by the Parent from issuances and sales of Equity Interests of the Parent occurring after the Closing Date (other than any such Net Cash Proceeds received in connection with any dividend reinvestment program).

  • Sellers and Buyer shall each ---------------------------------- make readily available to the Accounting Expert all relevant work papers and books and records in their possession or to which they have the power to grant access relating to the Division, the Companies and the computations of September 30 Tangible Net Worth and Closing Date Tangible Net Worth.

  • Upon receipt of the computations of September ---------------------- 30 Tangible Net Worth and Closing Date Tangible Net Worth, Sellers shall have 45 days (the "Review Period") to review such computations.

  • As soon as practicable, but in --------------------------------- no event later than 90 days after the Closing Date, Buyer shall deliver a computation of Tangible Net Worth as of September 30, 1999 ("September 30 ------------ Tangible Net Worth") and a computation of Tangible Net Worth as of the ------------------ Closing Date ("Closing Date Tangible Net Worth").

  • The determination of the Estimated Closing Date Tangible Net Worth will be binding on the Sellers and Buyer for purposes of this Section 2.14(c) and will be used to determine the amount of the Initial Closing Consideration payable to the Sellers at the Initial Closing.

  • If the Estimated Closing Date Tangible Net Worth is less than Target Tangible Net Worth, then the amount of the Initial Closing Consideration paid by Buyer to the Sellers at the Initial Closing will be decreased by the amount of such deficit.

  • The Sellers (in proportion to their respective Pro Rata Shares) shall pay the fees, costs and expenses due to any accountants or other experts retained by Parent or the Management Representative in connection with the review of the Closing Date Balance Sheet and the Closing Date Tangible Net Worth.

  • On or prior to the last day of the Review Period, Asset Seller may object to the computation of September 30 Tangible Net Worth and/or Closing Date Tangible Net Worth by delivering to Buyer a written statement setting forth in reasonable detail Asset Seller's objections (the "Statement of Objections").

  • Note that the period is 30 days after the mailing of the notice, not its receipt.

  • A written statement setting forth the Sellers’ good faith calculation of the Estimated Closing Date Tangible Net Worth shall be provided by the Seller Representatives to the Buyer no later than the close of business of the third business day preceding the Closing Date.


More Definitions of Closing Date Tangible Net Worth

Closing Date Tangible Net Worth means the aggregate excess of “assets” over “liabilities” (as such terms are defined under GAAP, except that incentive fees and related liabilities shall be accrued on a monthly basis) of the Companies minus the aggregate intangible assets (as defined under GAAP) of the Companies, in each case as of the Initial Closing Date; for the avoidance of doubt, any deferred Tax assets, including deferred Tax assets created by the Reorganization, shall be included as tangible assets.
Sample 1
Closing Date Tangible Net Worth has the meaning ascribed to it in Section 1.06(a).
Sample 1

Related to Closing Date Tangible Net Worth

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

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

  • 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).

  • Tangible Net Worth means, as of any date, (a) Total Asset Value minus (b) the sum of (i) Consolidated Total Debt and (ii) to the extent included in the calculation of Total Asset Value, goodwill and other intangible assets (other than deferred leasing intangibles).

  • Minimum Tangible Net Worth means, with respect to the Parent, at any time, the sum of (a) $1,418,939,250 plus (b) 75% of the aggregate net proceeds received by the Parent or any of its Subsidiaries after September 30, 2013 in connection with any offering of Stock or Stock Equivalents of the Parent or its Subsidiaries; provided however, that any such net proceeds used solely for the purpose of redeeming the Parent’s preferred stock shall not be included in such sum.

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

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

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

  • 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.

  • 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.

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

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

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).

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

  • Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).

  • Closing Date Term Loans means the Term Loans made by the Term Lenders on the Closing Date to the Borrower pursuant to Section 2.01(1).

  • Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).

  • Closing Date Acquisition shall have the meaning assigned to such term in the recitals hereto.

  • Preliminary Closing Balance Sheet has the meaning set forth in Section 2.2(b) below.

  • Final Closing Balance Sheet shall have the meaning set forth in Section 2.3(e).

  • Closing Date Acquisition Agreement shall have the meaning assigned to such term in the recitals hereto.

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

  • Estimated Closing Statement has the meaning set forth in Section 2.4(a).

  • 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.

  • Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).