Estimated Net Liabilities definition

Estimated Net Liabilities means the Net Asset Value or the Net Liabilities (as applicable) according to the Pro Forma Completion Accounts, as calculated and determined based on financial figures stated in the Pro Forma Completion Accounts.

Estimated Net Liabilities means the amount by which total liabilities of the Company (excluding convertible debt and debt converted into equity since the date of this Agreement) as determined in accordance with GAAP ("Total Liabilities") exceeds total current assets of the Company as determined in accordance with GAAP ("Total Current Assets"), each as reflected in the Estimated Balance Sheet. "Estimated Third Party Expenses" shall mean Third Party Expenses (as defined in Section 5.4) of the Company on the Closing Date as estimated by the Company in good faith and based on reasonable assumptions. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. "GAAP" shall mean United States generally accepted accounting principles. "Key Employees" shall mean those employees of the Company listed on Exhibit B. 3

Estimated Net Liabilities means the amount by which total consolidated liabilities of the Company and the Subsidiaries (as defined in Section 3.1(a)) as of June 30, 2001 as determined in accordance with German GAAP ("TOTAL LIABILITIES"), exceed total consolidated assets of the Company and the Subsidiaries as of June 30, 2001, as determined in accordance with German GAAP ("TOTAL ASSETS"), excluding good will, each as reflected in the Estimated Balance Sheet.

Examples of Estimated Net Liabilities in a sentence

• The amounts of the Estimated Net Liabilities, estimated as of the date of this Agreement, are set forth on Schedule 3.4(a)(2) hereto.

• Purchaser shall have five (5) Business Days to review the Estimated Closing Statement for the sole purpose of reviewing the components of the Estimated Net Liabilities Amount and the Estimated Qualified Expenses Adjustment Amount (including the classification or allocation of such amounts as a Net Liability or a Qualified Expenses Adjustment Amount set forth therein) contained in the Estimated Net Adjustment Amount and the Estimated Target Value.

• Subject to Section 7.2, the Company and the Shareholders agree that Parent shall have recourse to the Escrow Fund for payment of any Net Liabilities in excess of the Estimated Net Liabilities used in calculating the Net Liabilities Adjustment as of Closing Date and were not deducted from the Total Consideration; provided, however, that in no event shall Parent be entitled to recovery from the Escrow Fund unless the Net Liabilities exceed $650,000.

• For all purposes of this Agreement, the following terms shall have the following meanings: "Adjusted Dollar Amount" shall mean an amount equal to $17,000,000 minus: (i) the amount by which the Estimated Net Liabilities (excluding Estimated Third Party Expenses reflected on the Estimated Balance Sheet) exceeds $405,739 and (ii) the amount by which the Estimated Third Party Expenses exceed $310,000.

• Seller and the Company agree that if Net --------------- Liabilities as of the Closing Date exceed Estimated Net Liabilities, Buyer shall be entitled to recover the amount of such excess from the Escrow Fund as a Loss in accordance with the procedures set forth in Section 7.2.

More Definitions of Estimated Net Liabilities

Estimated Net Liabilities has the meaning set forth in Section 3.4(a).

Estimated Net Liabilities means(pound)864,380;

Estimated Net Liabilities means the amount by which total liabilities of the Company as of the Closing Date, other than Company Debt, as determined in accordance with GAAP ("Total Liabilities"), but excluding Estimated Third Party Expenses, exceed total current assets of the Company as determined in accordance with GAAP ("Total Current Assets"), each as reflected in the Estimated Balance Sheet.

Estimated Net Liabilities as contained in Section 1.6(a) of the Merger Agreement shall be amended to read in its entirety as follows:

Estimated Net Liabilities means the amount by which total liabilities of the Company as of May 31, 2001, other than Company Debt, as determined in accordance with GAAP, but excluding Estimated Third Party Expenses, deferred revenue and any accrued payroll ("Total Liabilities"), exceed total current assets of the Company as determined in accordance with GAAP, each as reflected in the Estimated Balance Sheet, plus (i) any cash used to make payroll payments by the Company on or after May 31, 2001 to its employees and (ii) in the event Parent enters into the Industrial Road Lease, $790,200 (together with the current assets reflected in the Estimated Balance Sheet, the "Total Current Assets"),."