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

• 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 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.

• 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).

• If the Final Closing Net Assert Value is less than the Target Net Asset Value and the difference is less than the Escrowed Amount, the absolute difference between the Target Net Asset Value and the Final Closing Net Asset Value shall be paid to Buyer by the Escrow Agent from the Escrowed Amount and the remaining Escrowed Amount shall be paid by the Escrow Agent to Seller.

• 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.

• Such Final Closing Net Asset Value Statement shall supersede all prior versions of the Closing Net Asset Value Statement or the Dispute Notice for all purposes.

• If the Final Closing Net Asset Value is more than $67,100,000 then the Buyer shall pay to the Seller an amount equal to the difference between the Final Closing Net Asset Value and $67,100,000.

• 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 xxxx-xxxxx, subject to any reserves for non-conforming goods and obsolescence.

• If the Stockholders object to the Buyer's calculation of the Final Closing Net Asset Value, they shall notify Buyer, in writing, on or before March 15, 2000 and, following receipt of timely written notice, Buyer shall withhold the Additional Cash Payment until agreement is reached.