Closing Net Worth definition

Closing Net Worth means the Company's pro forma net worth as of a date selected by Provant as close as practicable to the Effective Time (but in no event more than thirty (30) days prior to the Effective Time), determined using the same principles and assumptions used by Provant in its preparation of its pro forma financial statements contained in the Registration Statement.

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Closing Net Worth shall have the meaning specified in Section 2.9(a).

Closing Net Worth means Closing Stated Assets minus Closing Stated Liabilities.

Examples of Closing Net Worth in a sentence

CCC's Accountant will test the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon the Post-Closing Audit and the post-closing audits of the Other Group Companies.
The parties acknowledge and agree that for purposes of determining the Certified Closing Net Worth, the Company shall not take account of any increase in intangible assets (including without limitation goodwill, franchises and intellectual property) accounted for after December 31, 1997.
An account receivable for expenses reimbursable by Provant or the Surviving Corporation under clause (i) above may be included on the books of the Company for purposes of calculating the Closing Net Worth, to the extent such amounts have previously been expensed by the Company.
Without limiting the foregoing, and except as specifically reserved against in the Balance Sheet or in the calculation of the Closing Net Worth, the Company has no material liability or obligation of any nature, whether accrued, absolute, contingent, or otherwise, to any government entity for any adjustment or reimbursement of any amount previously paid to the Company by such entity under any agreement relating to the provision of any goods or services by the Company.
The Company shall have an Adjusted Closing Net Worth equal to or greater than the Adjusted Base Net Worth.

More Definitions of Closing Net Worth

Closing Net Worth means the Tangible Net Worth of the ----------------- Company as of the close of business on the Closing Date, as determined pursuant to Sections 2.04 through 2.12.

Closing Net Worth means the difference between the assets and the liabilities of the Company as set forth in the Closing Balance Sheet (as hereinafter defined) as finally determined pursuant to this Section 3.4.

Closing Net Worth means tangible assets (including fixed assets at Rocky's book value) less liabilities of Rocky, all as shown on the Closing Balance Sheet, as of the Closing Date and, except for the transfer of the USPA Assets to GMC in accordance with Section 4.6, prior to giving effect to the consummation of the transactions contemplated by this Agreement.

Closing Net Worth means an amount equal to the difference of (i) the Total Assets as of the Calculation Time, minus (ii) the Total Liabilities as of the Calculation Time; provided that, the Closing Net Worth shall be calculated without regard to the impact of any acquisition of any business by the Company or any of its Subsidiaries consented to by Parent in accordance with Section 6.01(a).

Closing Net Worth means the Net Worth of the Vapor Group on the Closing Balance Sheet; and

Closing Net Worth means the consolidated assets of the Group minus the consolidated liabilities of the Group as of the Closing Date excluding, however, for all purposes of such calculation all intercompany accounts and payables (whether reflected in either the asset or liability sections of the Closing Balance Sheet) (immediately prior to the Closing and without giving effect to Section 1.06 hereof), all determined in accordance with GAAP, and in a manner consistent with the preparation of the February 28, 1998 balance sheet included in the Financial Statements, but only to the extent not contrary to GAAP.

Closing Net Worth means the excess of the book value of the Purchased Assets over the book value of the Assumed Liabilities as reflected on the Closing Statement. The Closing Statement shall exclude: (i) all assets that in accordance with generally accepted accounting principles would be classified as intangible assets, including, without limitation, goodwill, patents, trademarks, deferred expenses and unamortized debt discount; (ii) all liabilities for which Buyer is indemnified pursuant to this Agreement and the receivable arising from such indemnification obligation; and (iii) the effect (including the Tax effect) of any act, event or transaction occurring after the Closing (but prior to the close of business on the Closing Date) and not in the ordinary course of business of the Business. For purposes of the Closing Statement, the amount of any accounts payable due to, or any accounts receivable due from, Buyer or its affiliates will be determined by agreement between Buyer and Seller, or absent such agreement, through arbitration. In auditing the Closing Statement, Buyer's independent accountant will follow generally accepted auditing standards and such other procedures as are customary including, as appropriate, conducting a physical inventory and verifying third party receivables and payables.