Final Closing Net Assets definition

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

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 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 $***.

Examples of Final Closing Net Assets in a sentence

• 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.

• If Final Closing Net Assets is equal to or exceeds Base Net Assets and Final Closing Santyl Inventory Amount is equal to or exceeds Base Santyl Inventory Amount, then Healthpoint shall not pay any amount to Buyer Domestic pursuant to this Section 3.05.

• In the event that any account receivable shown on the Final Closing Net Assets Statement has not been collected in full by the six-month anniversary of the Closing (each an “Unpaid Receivable”), the face amount thereof, net of any unused portion of the receivables reserve reflected on the Final Closing Net Assets Statement (up to the face amount of the receivable), shall be established as a credit in favor of Parent.

• 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.

• SMC shall make its work papers and back up materials used in preparation of the Final Closing Net Assets Acquired Statement and the Final Balance Sheet available for review by Buyer and KPMG Peat Marwick.

• The Final Closing Net Assets Acquired Statement shall be revised to reflect the resolutions of any objections thereto.

• If the Merger is consummated, all such costs and expenses will either be paid from the Initial Cash Amount as provided in Section 2.4 or reflected on the Final Closing Net Assets Statement.

• 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.

• If Buyer does not provide a Dispute Notice to SMC within such 10 day period, Buyer shall be deemed to have accepted the Final Closing Net Assets Acquired Statement as prepared by SMC and shall be final and binding on the parties in the absence of fraud or manifest error.

• The parties shall in good faith attempt to resolve any dispute and, if the parties so resolve all disputes, the Final Closing Net Assets Statement, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties.

More Definitions of Final Closing Net Assets

Final Closing Net Assets has the meaning given it in Section 2.5(d).

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 has the meaning set forth in Sections 3.2(c) and 3.2(e).

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

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