Final Closing Net Assets definition

Final Closing Net Assets means the sum of (i) the Book Value of the Closing Date Portfolio Securities as of the Closing Date as set forth on the Final Closing Date Statement, (ii) any cash deposited in the Trust pursuant to Section 1.2(c) hereof and (iii) the Policy Loan Balance as set forth on the Final Closing Date Statement, which sum will be (x) increased by any amount paid by Seller pursuant to Section 1.3(d)(i) hereof or (y) decreased by the amount paid by Purchaser pursuant to Section 1.3(d)(ii) hereof.

Final Closing Net Assets has the meaning given such term in Section 2.5(b)(3) of this Agreement.

Final Closing Net Assets shall have the meaning specified in Section 2.8.7 of the Agreement.

Examples of Final Closing Net Assets in a sentence

• Comparing the positions at 12/31/2015 and 6/30/2016, there was a 1.3% increase in the balance of investments in FNE’s loan transactions (adjusted by allowances) and a 25.5% increase in the balance of cash and cash equivalents and restricted funds.

• The term "Final Closing Net Assets Statement" means the definitive Closing Net Assets Statement accepted by Seller or agreed to by Purchaser and Seller in accordance with Section 1.4(b) or the definitive Closing Net Assets Statement resulting from the determinations made by the Independent Auditor in accordance with this Section 1.4(c) (in addition to those items theretofore accepted by Seller or agreed to by Purchaser and Seller).

• Seller shall pay the Seller Transaction Fees and Purchaser shall pay the Purchaser Transaction Fees; provided, however, that the Companies may pay the Seller Transaction Fees so long as such Seller Transaction Fees are either paid prior to Closing or included in the Final Closing Net Assets Statement.

• All work-in-process or accrued billing reflected in the Financial Statements and/or Final Closing Net Assets Statement has been performed pursuant to a written or oral customer order or contract therefor and shall become accounts receivable in due course, except to the extent that any such order or contract fails to become an account receivable, in whole or in part, due to any action or inaction of the Company after the Effective Time.

• All items in the schedule setting forth the Closing Net Assets delivered with the Closing Balance Sheet the amounts of which are not objected to or questioned by RP or Buyer during the 14-day period following completion of the audit of the Closing Balance Sheet by Ernst & Young shall be deemed agreed upon by RP and Buyer and shall be deemed conclusive for purposes of determining the Final Closing Net Assets.

• All accounts payable and accrued expenses reflected on the Balance Sheet and to be reflected on the Final Closing Net Assets Schedule arose or will arise (as the case may be) from bona fide transactions in the ordinary course of the Business or pursuant to the Project.

• Within 30 days of receipt of the Final Closing Net Assets Acquired Statement, KPMG Peat Marwick will, at Buyer's expense, conduct an examination in accordance with generally accepted auditing standards or such other similar procedures reasonably considered necessary by KPMG Peat Marwick (the "Closing Date Audit") of the Acquired Assets and Assumed Liabilities as reflected on the Final Closing Net Assets Acquired Statement as of the close of business on the Closing Date.

• Within ten days of the completion of the Closing Audit, Buyer shall provide SMC with written notice of any adjustments to the Final Closing Net Assets Acquired Statement provided to Buyer from SMC excluding issues relating to inventory valuation and including adjustments to the total amount of accounts receivable less accounts payable as reflected on the Final Balance Sheet ("Dispute Notice").

• The Final Closing Net Assets Acquired Statement shall be derived from the Final Balance Sheet and shall specifically describe the derivation from such Final Balance Sheet.

• Closing Net Assets Amount determined by the Neutral Accountant shall be deemed to be the Final Closing Net Assets and the Closing Net Assets Statement, as adjusted to reflect such determination, shall be deemed to be the Final Closing Net Assets Statement.

More Definitions of Final Closing Net Assets

Final Closing Net Assets has the meaning set forth in Sections 3.2(c) and 3.2(e).

Final Closing Net Assets shall have the meaning set forth in Section 5.11(a) hereof.

Final Closing Net Assets means Closing Net Assets (i) as shown in Buyer Domestic’s calculation delivered pursuant to Section 3.04(a) if no notice of disagreement with respect thereto is duly delivered pursuant to Section 3.04(b); or (ii) if such a notice of disagreement is delivered, (A) as agreed by Buyer Domestic and Seller Parent pursuant to Table of Contents

Final Closing Net Assets means Closing Net Assets (i) as shown in Buyer Domestic’s calculation delivered pursuant to Section 3.04(a) if no notice of disagreement with respect thereto is duly delivered pursuant to Section 3.04(b); or (ii) if such a notice of disagreement is delivered, (A) as agreed by Buyer Domestic and Seller Parent pursuant to Section 3.04(c) or (B) in the absence of such agreement, as shown in the Accounting Referee’s calculation delivered pursuant to Section 3.04(c); provided that in no event shall Final Closing Net Assets be less than Buyer Domestic’s calculation of Closing Net Assets delivered pursuant to Section 3.04(a) or more than Seller Parent’s calculation of Closing Net Assets delivered pursuant to Section 3.04(b). “Base Net Assets” means $***. “Final Closing Santyl Inventory Amount” means Closing Santyl Inventory Amount (i) as shown in Buyer Domestic’s calculation delivered pursuant to Section 3.04(a) if no notice of disagreement with respect thereto is duly delivered pursuant to Section 3.04(b); or (ii) if such a notice of disagreement is delivered, (A) as agreed by Buyer Domestic and Seller Parent pursuant to Section 3.04(c) or (B) in the absence of such agreement, as shown in the Accounting Referee’s calculation delivered pursuant to Section 3.04(c); provided that in no event shall Final Closing Santyl Inventory Amount be less than Buyer Domestic’s calculation of Closing Santyl Inventory Amount delivered pursuant to Section 3.04(a) or more than Seller Parent’s calculation of Closing Santyl Inventory Amount delivered pursuant to Section 3.04(b). For the avoidance of doubt, in calculating Base Net Assets and Closing Santyl Inventory Amount, no reduction shall be made for any Santyl Inventory that is recalled as a result of the letter referred to in clause (i) of the definition of “Pending Regulatory Reviews” and any supplemental or related correspondence. “Base Santyl Inventory Amount” means $***.

Final Closing Net Assets means the aggregate amount of Closing Net Assets, as finally determined pursuant to Section 2.10.