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.

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

• The provision of this Paragraph8.6.1 shall survive indefinitely the Closing or earlier termination of this Contract and shall not be merged into the Deed or other closing documents.• Post Closing Net Worth RequirementUntil the Representation Expiration Date (and for so long thereafter as any written claim made by Purchaser remains pending), Seller covenants and agrees to maintain its legal existence and a tangible net worth equal to $275,000.00.

• The SPAR Parties shall use their reasonable best efforts to ensure that the Closing Net Worth (as such term is defined in Section 7.01) is not less than the Target Amount (as such term is defined in Section 7.01(b) hereof).

• The Estimated Net Worth Statement and the Closing Net Worth Statement shall be prepared and calculated as of the Net Worth Statement Time in the same manner as set forth herein for the Reference Net Worth Statement, except using figures and amounts calculated as of the Net Worth Statement Time.

• If the SPAR Principals provide PIA Delaware with written objection (which objection shall specify the basis for such objection in reasonable detail) to the calculation of the Closing Net Worth prior to the expiration of the Review Period, PIA Delaware and the SPAR Principals shall attempt to resolve such dispute through good faith negotiations for a period of at least thirty (30) days (or such longer period as PIA Delaware and the SPAR Principals may agree).

• The rights and remedies afforded to Buyer or Customers pursuant to any provision of this Purchase Order are in addition to any other rights and remedies afforded by any other provisions of this Purchase Order, by law, or otherwise.RevisionNumberClauseNumberDescriptionof ChangeAuthorizationDateNCALLORIGINALJ.

More Definitions of Closing Net Worth

Closing Net Worth means the current assets (including cash and cash equivalents) of the Company, minus the current liabilities of the Company as of the Closing Date, as reflected on the Closing Date Balance Sheet.

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 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 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.

Closing Net Worth means the Net Worth of each of the Dexter Coatings Stock Companies and each of the Dexter Coatings Joint Venture Companies as of the Valuation Time, as computed in accordance with Section 4.03.

Closing Net Worth means the combined assets of the Transferred Companies less the combined liabilities of the Transferred Companies, as reflected on the Closing Balance Sheet.