Final Closing Net Asset Value definition

Final Closing Net Asset Value shall have the meaning specified in Section 2.4.4 hereof.

Final Closing Net Asset Value for purposes of this Agreement. The fees, costs and expenses of the Independent Accounting Firm shall be divided equally and paid by Purchaser and Seller.

Final Closing Net Asset Value means the definitive Closing Net Asset Value, in each case, as agreed to (or deemed to be agreed to) by Purchaser and Seller in accordance with the terms of Section 2.3(c) or resulting from the determinations made by the Neutral Auditors in accordance with this Section 2.3(d) (in addition to those items theretofore agreed to by Seller and Purchaser).

Examples of Final Closing Net Asset Value in a sentence

• Buyer and its representatives and accountants shall have the right to participate in and observe the process of the preparation of the Closing Net Asset Statement and shall have such access as Buyer may reasonably request to any books, records, work papers or other information that may be used or useful in preparing the Closing Net Asset Statement and the calculation of the Final Closing Net Asset Value (as defined below).

• However, the Authority has a continuing ability to borrow at concessionary rates from the PWLB rather than the markets.

• If the Target Net Asset Value exceeds the Final Closing Net Asset Value by $400,000 or more, the Escrow Agent shall pay to Buyer the Escrowed Amount and, in addition, Seller shall pay to Buyer the amount by which the difference between the Target Net Asset Value and the Final Closing Net Asset Value is in excess of such Escrowed Amount paid to Buyer.

• Once a Final Closing Net Asset Value is determined, the parties shall agree, in a manner mutually acceptable to the parties, to a final revised Asset Acquisition Statement.

• Upon resolution of any such Disagreement, the resulting Closing Net Asset Statement shall be deemed the Final Closing Net Asset Statement and the Net Asset Value as of the Closing Date reflected thereon shall be the Final Closing Net Asset Value.

• If the Final Closing Net Asset Value is equal to the Target Net Asset Value, the Escrow Agent shall pay to Seller the Escrowed Amount.

• If the Final Closing Net Asset Value is greater than $6,046,000 (the "Target Net Asset Value"), Buyer shall pay to Seller the absolute difference between such two amounts, and the Escrow Agent shall pay to Seller the Escrowed Amount.

• If it is determined, pursuant to 3.3(b), that the Final Net Asset Value is less than Four Million One Hundred Fifty Thousand Dollars ($4,150,000.00) (the “ Target Closing Net Asset Value”), then the Purchase Price shall be decreased by one dollar ($1.00) for every dollar that the Final Closing Net Asset Value is less than the Target Closing Net Asset Value (the “Downward Net Asset Adjustment Amount”).

• All Inventory reflected on the April Balance Sheet is, and all Inventory to be transferred to Buyer at the Closing and reflected on the Final Closing Net Asset Value Statement will be, of good and merchantable quality, saleable (in the case of Inventory held for sale) or currently usable (in the case of other Inventory) in the ordinary course of business, without mxxx-xxxxx, subject to any reserves for non-conforming goods and obsolescence.

• As part of the resolution of all outstanding disputes, the parties will cause the Dispute Accountants to prepare a balance sheet reflecting the Closing Net Asset Value as finally determined, a computation of the Adjusted Cash Payment and the amount of the post-closing adjustment payable by the Seller or the Purchaser, as the case may be, to the other pursuant to this Section 2.2 (the "Final Closing Net Asset Value Statement").