Closing Tangible Net Worth definition

Closing Tangible Net Worth means the Tangible Net Worth shown on the balance sheet of the Company as of the end of the most recent calendar month-end prior to the Closing Date in respect of which a Monthly Balance Sheet has been delivered pursuant to Section 5.13, calculated in a manner consistent with the Target Tangible Net Worth.

Closing Tangible Net Worth means (i) the consolidated stockholder's equity of the Strategix Business as shown on the Closing Balance Sheet (prior to the payment or cancellation of the intercompany debt of the Strategix Business as contemplated by Section 7.04 hereof) plus (ii) intercompany debt of the Strategix Business (prior to payment or cancellation as contemplated by Section 7.04 hereof) less (iii) the aggregate amount of goodwill and net deferred income tax assets (or, if there exists a net deferred income tax liability, plus such net deferred income tax liability), it being understood that in calculating Closing Tangible Net Worth, the parties shall exclude the effect (including the Tax effect) of any act, event or transaction occurring after the Closing and not in the ordinary course of business of any Strategix Company or any Subsidiary (other than, for purposes of the avoidance of doubt, any effect of the Section 338(h)(10)

Closing Tangible Net Worth the sum of (i) Tangible Net Worth, as of the close of business on the day on which the Closing Date occurs; and (ii) all cash and cash equivalents as reflected on the balance sheet of the Acquired Companies as at the Closing Date.

Examples of Closing Tangible Net Worth in a sentence

• The Home Closing Tangible Net Worth shall not be less than one hundred fifty million dollars ($150,000,000).

• At least ten (10) business days prior to the Closing Date, Home shall deliver to Cascade a statement (the “Initial Closing Statement”) setting forth (i) the Home Closing Tangible Net Worth in balance sheet format, (ii) the Final Transaction Costs and (iii) updated 280G calculations with respect to each disqualified individual, in each case with all necessary and appropriate supporting information and documentation that is satisfactory to Cascade.

• Any such notice of disagreement shall specify those items or amounts as to which Buyer disagrees, and Buyer shall be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet and the calculation of Closing Tangible Net Worth delivered pursuant to Section 2.03(a).

• If Buyer disagrees with Seller's calculation of Closing Tangible Net Worth delivered pursuant to Section 2.03(a), Buyer may, within 30 days after delivery of the documents referred to in Section 2.03(a), deliver a notice to Seller disagreeing with such calculation and setting forth Buyer's calculation of such amount.

• At least ten (10) business days prior to the Closing Date, Home shall deliver to Banner a statement of the Home Closing Tangible Net Worth in balance sheet format, the Transaction Costs and updated 280G calculations with respect to each disqualified individual, in each case with all necessary and appropriate supporting information and documentation that is satisfactory to Banner.

More Definitions of Closing Tangible Net Worth

Closing Tangible Net Worth means, as of the Closing Date, (a) estimated stockholder's equity, minus (b) all amounts in respect of estimated goodwill and intangible assets, minus (c) any increase (or plus any decrease) in estimated stockholder's equity for the period from April 1, 2001 through the Closing Date resulting from the application of the Financial Accounting Standards Board's Statement No. 115 to investment assets, plus (d) the amount of any estimated impairment write-offs of deferred distribution costs during the period from April 1, 2001 through the Closing Date, net of any related tax benefits, all of the foregoing determined for all of the Subsidiaries on a consolidated (or combined) basis in accordance with generally accepted accounting principles and in a manner consistent with the calculation of tangible net worth of the Subsidiaries as of March 31, 2001 set forth on Exhibit B.

Closing Tangible Net Worth. The net worth of the Company as set forth on the Closing Balance Sheet prior to any revisions thereto pursuant to Section 5.13. The calculation of "Closing Tangible Net Worth" will assign no value to employee, management or owner notes or receivables or goodwill.

Closing Tangible Net Worth means (a) Cash, Accounts Receivable, Inventory, Construction in Process, Prepaid Expenses, Property & Equipment (Net), and Deposits less (b) Accounts Payable, Accrued Expenses and Xxxxxxxx in excess of cost, as reflected on the Closing Balance Sheet of the Company; provided, however, that the amount included in Closing Tangible Net Worth with respect to the Company’s hangar facility located at the Xxx Xxxxx Air Field, Crestview, Florida (the “Second Hangar”) is equal to $3,960,054, which is the cost basis of the Second Hangar as of December 31, 2005 and included for purposes of determining the Target Tangible Net Worth, as such cost basis was confirmed for the Buyer by the Company prior to the Closing Date. Notwithstanding anything to the contrary in this Agreement, Selling Expenses, Indebtedness of the Company, all “cut” but uncashed checks issued by the Company that are outstanding as of the Closing Date to the extent that such uncashed checks exceed the cash on hand of the Company, and any Company accruals related to the sale of the Company are excluded from the definition and calculation of Closing Tangible Net Worth.

Closing Tangible Net Worth means: Net Assets excluding the intangible assets of the Company and its Subsidiaries, as determined in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Audited Financial Statements for the most recent fiscal year end as if such accounts were being prepared and audited as of a fiscal year end, each as determined as of the open of business on the Closing Date. An illustration of Closing Tangible Net Worth is shown in Schedule 2.

Closing Tangible Net Worth has the meaning set forth in Section 2.2(b)(i).

Closing Tangible Net Worth is defined as the Tangible Net Worth of the Company calculated in accordance with Exhibit A, and based on the final Closing Balance Sheet prepared in accordance with GAAP and the procedures set forth in Section 2.2(c)(i) below. If the Closing Tangible Net Worth is less than the Target Tangible Net Worth, then the Purchase Price shall be adjusted by decreasing the Purchase Price dollar-for-dollar by the amount by which the Target Tangible Net Worth exceeds the Closing Tangible Net Worth. Upon the final determination and agreement to the Adjustment Amount in accordance with Section 2.2(c)(i), the Buyer and the Shareholders shall deliver joint written instructions to the Escrow Agent directing payment to the Buyer from the Escrow Account of an amount equal to such Adjustment Amount, if any, and the balance of such Escrow Amount, if any, to the Shareholders, as provided in such Section 2.2

Closing Tangible Net Worth means the Tangible Net Worth of the Companies as of the close of business on the Closing Date as shown on the Closing Statement, as finally determined in accordance with Section 3.6.