Estimated Net Current Assets definition

Estimated Net Current Assets has the meaning stated in Section 3.02(a).
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Estimated Net Current Assets has the meaning given in paragraph 2 of Part B of Schedule 4;
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Estimated Net Current Assets means total current assets of the Company on a consolidated basis as determined in accordance with GAAP, less (y) total liabilities of the Company on a consolidated basis as determined in accordance with GAAP, each as of December 31, 1999. For purposes of determining Final Net Current Assets and Estimated Net Current Assets, total liabilities of the Company shall be exclusive of an amount of Third Party Expenses incurred by the Company pursuant to the Transaction not to exceed $100,000, and in the event that the Company is unable to enter into a distribution agreement with Innotech (other than due to the Company's deliberate and intentional failure to do so), total liabilities shall be exclusive of an amount equal to $600,000. In addition, for purposes hereof, Final Net Current Assets shall be increased by a number equal to the amount of revenues resulting directly from the sale of products of the Company in the ordinary course of business which are recorded as revenues of Purchaser (and which have not previously been recorded as revenues by the Company) (such revenues being referred to herein as "New Revenues") after the Closing and prior to April 1, 2000.
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Examples of Estimated Net Current Assets in a sentence

  • The Estimated Net Current Assets proposed by Buyer, as adjusted by agreement of Seller and Buyer or finally determined by the Accountants, as applicable, to reflect the resolution of any timely objections made thereto by Seller in accordance with this paragraph, shall constitute the "Final Net Current Assets" and shall be binding on the parties hereto.

  • As prepared by Buyer, this statement of the Net Current Assets shall be referred to as the "Estimated Net Current Assets." The Estimated Net Current Assets shall be prepared in accordance with GAAP.

  • Buyer and Seller shall each pay their own expenses of preparing and analyzing the Estimated Net Current Assets and resolving objections thereto.

  • Simultaneously with the delivery of the Estimated Balance Sheet to the Company, the Purchaser shall prepare and deliver to the Company a statement setting forth the calculation of the Estimated Cash Purchase Price and the Initial Cash Payment Amount using the Estimated Company Debt Amount and the Estimated Net Current Assets shown on the Estimated Balance Sheet and the Escrow Amount.

  • For purposes of the Closing, the Base Statement shall also set forth Seller’s good faith calculation of the estimated Purchase Price, which shall be equal to the sum of the Initial Purchase Price and the Estimated Net Current Assets Adjustment (the “Closing Date Cash Payment”).

  • The Estimated Net Current Assets shall be deemed accepted by Seller and binding unless Seller sends Buyer a written objection thereto within twenty-one (21) days following Seller's receipt thereof.

  • At the Closing, the Chief Financial Officer of the Company shall deliver to the Buyer a closing certificate (the "Closing Certificate") in the form annexed hereto as Exhibit A, which shall set forth the Estimated Net Current Assets, the Estimated Net Equity and the Estimated Closing Adjustment, and shall attach as a supporting schedule, a schedule setting forth the calculation of each such amount.

  • As prepared by Buyer, this statement of the Net Current Assets shall be referred to as the “Estimated Net Current Assets.” The Estimated Net Current Assets shall be prepared using substantially the same principles and methodologies used by Sellers in the preparation of the Financial Statements.

  • Buyer and Sellers shall each pay their own expenses of preparing and analyzing the Estimated Net Current Assets and resolving objections thereto.

  • Notwithstanding the foregoing, Purchaser shall be entitled to receive payments out of the Escrow Fund for, and the Shareholder Basket Amount shall not apply as a threshold to, any and all claims made with respect to the amount (if any) by which Estimated Net Current Assets exceeds Final Net Current Assets.


More Definitions of Estimated Net Current Assets

Estimated Net Current Assets means the sum of €9,094,000 being a realistic estimate (derived from a company by company estimate) of Stock, Debtors, Inter-Group Receivables and Cash minus Trade Creditors, Inter-Group Payables, Corporate Income Tax and Seller Retained Costs (each as defined in Schedule 6) of the Group Companies as at 2400 hours (GET) at the end of the Completion Date;
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Estimated Net Current Assets means minus £3,471,362;
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Estimated Net Current Assets means the estimated Net Current Assets of the Company and the Subsidiaries (on a consolidated basis) on the Closing Date as set forth on the Closing Certificate.
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Estimated Net Current Assets means the negative sum of €17,109,000, being a realistic estimate of the sum of all Stock, Debtors, Cash and Eligible Deferred Tax Assets minus the sum of all Creditors, Corporate Income Tax and Eligible Deferred Tax Liabilities, in each case, of the Group Companies as at 2400 hours (CET) at the end of the Completion Date, in each case, as such items are defined in Part 1 of Schedule 6;
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Estimated Net Current Assets means the sum of £(14,320,000) (the negative sum of fourteen million three hundred and twenty thousand pounds) being a realistic estimate of the Net Current Assets;
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Related to Estimated Net Current Assets

  • Net Current Assets means for any date of determination the net current assets of such Person at such date of determination calculated as set forth on Exhibit H attached hereto.

  • Estimated Net Working Capital has the meaning set forth in Section 2.3(a).

  • Consolidated Current Assets means, as at any date of determination, the total assets of Company and its Subsidiaries on a consolidated basis which may properly be classified as current assets in conformity with GAAP, excluding Cash and Cash Equivalents.

  • non-current assets means all assets other than current assets

  • Consolidated Current Liabilities means, as at any date of determination, the total liabilities of Holdings and its Subsidiaries on a consolidated basis that may properly be classified as current liabilities in conformity with GAAP, excluding the current portion of long term debt.

  • Consolidated Net Working Capital means (a) all current assets of the Company and its Restricted Subsidiaries except current assets from Oil and Gas Hedging Contracts, less (b) all current liabilities of the Company and its Restricted Subsidiaries, except (i) current liabilities included in Indebtedness, (ii) current liabilities associated with asset retirement obligations relating to oil and gas properties and (iii) any current liabilities from Oil and Gas Hedging Contracts, in each case as set forth in the consolidated financial statements of the Company prepared in accordance with GAAP (excluding any adjustments made pursuant to FASB ASC 815).

  • Current Assets means, at any time, the consolidated current assets (other than cash and Permitted Investments) of the Borrower and the Subsidiaries.

  • Adjusted Net Assets of a Guarantor at any date shall mean the lesser of the amount by which (x) the fair value of the property of such Guarantor exceeds the total amount of liabilities, including, without limitation, contingent liabilities (after giving effect to all other fixed and contingent liabilities), but excluding liabilities under the Guarantee, of such Guarantor at such date and (y) the present fair salable value of the assets of such Guarantor at such date exceeds the amount that will be required to pay the probable liability of such Guarantor on its debts and all other fixed and contingent liabilities (after giving effect to all other fixed and contingent liabilities and after giving effect to any collection from any Subsidiary of such Guarantor in respect of the obligations of such Guarantor under the Guarantee), excluding Indebtedness in respect of the Guarantee, as they become absolute and matured.

  • Consolidated Adjusted Net Worth means, as of any day for the Consolidated Group, the sum of (a) total shareholders’ equity or net worth plus (b) accumulated depreciation and accumulated amortization, in each case, determined on a consolidated basis in accordance with GAAP; but excluding, in any event, for purposes hereof, unrealized gains and losses on Swap Contracts reported on a consolidated balance sheet as accumulated other comprehensive income or loss.

  • non-current liabilities means all liabilities other than current liabilities

  • Adjusted Net Worth of each Guarantor shall mean the greater of (x) the Net Worth (as defined below) of such Guarantor and (y) zero; and (iii) the “Net Worth” of each Guarantor shall mean the amount by which the fair saleable value of such Guarantor’s assets on the date of any Relevant Payment exceeds its existing debts and other liabilities (including contingent liabilities, but without giving effect to any Guaranteed Obligations arising under this Guaranty or any guaranteed obligations arising under any guaranty of any Permitted Additional Indebtedness) on such date. Notwithstanding anything to the contrary contained above, any Guarantor that is released from this Guaranty pursuant to Section 17 hereof shall thereafter have no contribution obligations, or rights, pursuant to this Section 18, and at the time of any such release, if the released Guarantor had an Aggregate Excess Amount or an Aggregate Deficit Amount, same shall be deemed reduced to $0, and the contribution rights and obligations of the remaining Guarantors shall be recalculated on the respective date of release (as otherwise provided above) based on the payments made hereunder by the remaining Guarantors. All parties hereto recognize and agree that, except for any right of contribution arising pursuant to this Section 18, each Guarantor who makes any payment in respect of the Guaranteed Obligations shall have no right of contribution or subrogation against any other Guarantor in respect of such payment until the Termination Date. Each of the Guarantors recognizes and acknowledges that the rights to contribution arising hereunder shall constitute an asset in favor of the party entitled to such contribution. In this connection, each Guarantor has the right to waive its contribution right against any Guarantor to the extent that after giving effect to such waiver such Guarantor would remain solvent, in the determination of the Required Lenders.

  • Consolidated Net Assets means the aggregate amount of assets (less applicable reserves and other properly deductible items) after deducting therefrom all current liabilities, as set forth on the Consolidated balance sheet of the Consolidated Group most recently furnished to the Lenders pursuant to Section 5.01(i)(ii) prior to the time as of which Consolidated Net Assets shall be determined.

  • Consolidated Adjusted Net Income means, for any period, the net income (or net loss) of the Company and the Restricted Subsidiaries for such period as determined on a consolidated basis in accordance with GAAP, adjusted to the extent included in calculating such net income or loss by excluding (without duplication):

  • Adjusted Net Operating Income or “Adjusted NOI” means, for any period, the Net Operating Income of the applicable Hotel Properties for such period, subject to the following adjustments:

  • Adjusted Net Earnings means net earnings (loss) attributable to common stockholders as reported in the Company’s periodic reports filed with the Securities and Exchange Commission, provided that such amount shall be adjusted by reversing the following, to the extent such adjustments were made in calculating such net earnings (loss) attributable to common stockholders:

  • Consolidated Net Earnings means, for any period, the net income (loss) of Borrower for such period, as determined on a Consolidated basis and in accordance with GAAP.

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • Net Working Capital Amount means, with respect to a Participating McNeil Partnership, the excess of the Positive Excess Cash Balance of such Participating McNeil Partnership over the cash on hand of such Participating McNeil Partnership immediately prior to the Effective Time.

  • Target Net Working Capital Amount means an amount equal to $23,085,000.00.

  • Consolidated Net Worth means at any time the consolidated stockholders’ equity of the Borrower and its Subsidiaries calculated on a consolidated basis as of such time.

  • Consolidated Working Capital Adjustment means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.

  • Estimated Cash has the meaning set forth in Section 2.4(a).

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.5.

  • Adjusted Net Income ’ means net income adjusted for non-cash expenses (income) such as amortization of intangible assets, deferred income taxes, and certain other expenses (income). The Company believes that Adjusted net income is useful supplemental information as it provides an indication of the results generated by the Company’s main business activities prior to taking into consideration amortization of intangible assets, deferred income taxes, and certain other non-cash expenses (income) incurred or recognized by the Company from time to time. ‘‘Adjusted net income margin’’ refers to the percentage that Adjusted net income for any period represents as a portion of total revenue for that period.

  • Consolidated Tangible Net Assets means, on any date of determination and with respect to any Person at any time, the total of all assets (including revaluations thereof as a result of commercial appraisals, price level restatement or otherwise) appearing on the consolidated balance sheet of such Person and its Consolidated Subsidiaries most recently delivered to the Lenders pursuant to Section 5.01(i) as of such date of determination, net of applicable reserves and deductions, but excluding goodwill, trade names, trademarks, patents, unamortized debt discount and all other like intangible assets (which term shall not be construed to include such revaluations), less the aggregate of the consolidated current liabilities of such Person and its Consolidated Subsidiaries appearing on such balance sheet.

  • Consolidated Net Income (Loss) of any Person means, for any period, the Consolidated net income (or loss) of such Person and its Subsidiaries for such period on a Consolidated basis as determined in accordance with GAAP, adjusted, to the extent included in calculating such net income (or loss), by excluding, without duplication, (i) all extraordinary gains or losses (exclusive of all fees and expenses relating thereto), (ii) the portion of net income (or loss) of such Person and its Subsidiaries on a Consolidated basis allocable to minority interests in unconsolidated Persons to the extent that cash dividends or distributions have not actually been received by such Person or one of its Subsidiaries, (iii) net income (or loss) of any Person combined with such Person or any of its Subsidiaries on a “pooling of interests” basis attributable to any period prior to the date of combination, (iv) any gain or loss, net of taxes, realized upon the termination of any employee pension benefit plan, (v) net gains (or losses) (except for all fees and expenses relating thereto) in respect of dispositions of assets other than in the ordinary course of business, (vi) the net income of any Subsidiary to the extent that the declaration of dividends or similar distributions by that Subsidiary of that income is not at the time permitted, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary or its stockholders, (vii) any gain arising from the acquisition of any securities, or the extinguishment, under GAAP, of any Indebtedness of such Person, (viii) transaction costs charged in connection with the Refinancing, or (ix) amortization of intangible assets of such Person and its Subsidiaries on a consolidated basis under GAAP.