Closing Net Assets has the meaning set forth in Section 3.2(a).
Closing Net Assets shall have the meaning set forth in Section 2.7(a).
Closing Net Assets means the net difference between the value of the Assets and the Assumed Liabilities included in the Closing Statement of Assets and Liabilities.
Examples of Closing Net Assets in a sentence
Not less than three Business Days prior to the Closing Date, the Seller shall deliver a notice (the "PURCHASE PRICE NOTICE") to the Purchaser that sets forth (i) the Seller's good faith estimate of the Closing Net Assets (the "ESTIMATED CLOSING NET ASSETS") and (ii) the calculation of the Closing Net Assets Adjustment Amount and the portion of the Purchase Price payable at Closing pursuant to Section 2.05(a).
More Definitions of Closing Net Assets
Closing Net Assets means, for the Businesses on a combined basis as of the close of business on the Closing Date, total assets minus total liabilities, in each case as of such date, calculated in the same manner and using the same policies and methods consistently applied (without giving effect to costs of replacing the assets set forth on Schedule 1 or items related thereto) as used in preparation of the December 31, 1997 Audited Balance Sheet; PROVIDED that any reversal of reserves commencing on January 1, 1998, through the close of business on the Closing Date that is required by GAAP but is not the result of "payment of the full amount" (as defined in Section 3.07 of this Agreement) shall not be given effect for purposes of calculating Closing Net Assets.
Closing Net Assets means the excess of the value of the Purchased Assets over the amount of the Assumed Liabilities as reflected on the Closing Balance Sheet.
Closing Net Assets has the meaning given such term in Section 2.5(c) of this Agreement.
Closing Net Assets means the net assets of Berkeley Point and its Subsidiaries (on a consolidated basis) as of the Closing, calculated consistently with the methodology and specific line items set forth in the sample calculation attached as Schedule II hereto.
Closing Net Assets means the Net Assets set forth on the Accepted Closing Statement.
Closing Net Assets means, as of the close of business on the Closing Date, (i) total Purchased Assets (including, without duplication, all Santyl Inventory) minus (ii) without duplication total Assumed Liabilities and any amounts reimbursed to Sellers pursuant to Section 10.05, in each case as set forth on the Closing Date Balance Sheet and consistent with the Illustrative Net Assets Statement, determined in accordance with this Section 3.04(a) but, for the avoidance of doubt, excluding all Tax assets and liabilities (including any provision for deferred Tax assets or liabilities), Intercompany Accounts and accrued salary, bonus, 401(k) match, vacation, medical benefit and other accrued employment expenses relating to the three Business Employees identified in the Illustrative Net Assets Statement. “Closing Santyl Inventory Amount” means the net book value of Santyl Inventory owned by Sellers and included in the Purchased Assets, determined as of the close of business on the Closing Date.
Closing Net Assets set forth in Section 1.01 is hereby modified by inserting the following text immediately after the phrase "total assets" and immediately before the phrase "minus total liabilities": "(excluding intangibles, net, consisting of goodwill and publishing rights)"