Closing Net Assets definition

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 is defined in Section 1.5 (a)(ii).

Examples of Closing Net Assets in a sentence

• If the Estimated Closing Net Assets are less than the Closing Net Assets Threshold, then such shortfall shall first reduce the amount of the Convertible Note, dollar for dollar, and to the extent the amount of the Convertible Note is reduced to zero, any remaining shortfall shall reduce the Cash Payment, dollar for dollar.

• Once determination of the Facility/Design Closing Net Assets Value is deemed final in accordance with Section 2.4(3), any amounts payable pursuant to this Section 2.4(4) shall be made by adjusting the outstanding quarterly payment amounts of the Purchase Price, if any, owing to the Seller pursuant to the provision of Section 2.3. If no amounts remain owing pursuant to the provisions of Section 2.3, such amount shall be paid forthwith by the applicable Party to the other by wire transfer.

• The Arbitrator will have exclusive jurisdiction over, and resort to the Arbitrator as provided in this Section 3.3 will be the sole recourse and remedy of, the Parties against one another or any other Person with respect to any disputes arising out of or relating to any Automotive Revenue Earn Out Amount, Excess Performance Amount or Closing Net Assets.

• If the Final Net Assets Adjustment Amount (as set forth in the Final NA Statement) is equal to 75% of the Closing Net Assets Adjustment Amount, then neither the Parent and the Purchaser, on the one hand, nor the Seller, on the other hand, shall owe any amount to the other party pursuant to this Section 2.06.

• If the Facility/Design Closing Net Assets Value set forth on the Closing Statement of Assets and Liabilities, as finally determined pursuant to Section 2.4(3), exceeds the Facility/Design Estimated Net Assets Value, the Purchase Price shall be increased dollar for dollar by the amount of such excess and the Purchaser shall pay (as noted below in this Section 2.4(4)) to the Seller on behalf of itself and any applicable Designated Sellers the amount of such excess.

More Definitions of 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 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 net difference between the sum of the assets and the sum of the liabilities included in the Closing Balance Sheet.

Closing Net Assets shall have the meaning set forth in Section 3.03(a) of this Agreement.

Closing Net Assets means the Net Assets set forth on the Accepted Closing Statement.

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 of the Business, as of the day before the Closing Date, as determined in accordance with the Calculation Principles.