Final Current Assets definition

Final Current Assets and "Final Current Liabilities" mean such amounts (A) as shown in NDC's calculation delivered pursuant to Section 1.3(a), if no notice of disagreement with respect thereto is duly delivered pursuant to Section 1.3(b); or (B) if such a notice of disagreement is delivered, (1) as agreed by NDC and PMSI pursuant to Section 1.3(b) or (2) in the absence of such agreement, as shown in the independent accountant's calculation delivered pursuant to Section 1.3(c); provided that, in no event shall Final Working Capital be (A) more than PMSI's calculation of Closing Working Capital delivered pursuant to Section 1.3(b), if any, or (B) less than the lesser of NDC's calculation of Closing Working Capital delivered pursuant to Section 1.3(a) or PMSI's calculation of Closing Working Capital delivered pursuant to Section 1.3(b), if any.
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Final Current Assets and “Final Current Liabilities” means the respective Closing Current Assets and Closing Current Liabilities (i) as shown in Buyer’s calculation delivered pursuant to Section 2.03(a), if no Seller Dispute Notice is duly delivered pursuant to Section 2.03(b), or, (ii) if a Seller Dispute Notice is delivered, (A) as agreed by Buyer and Sellers’ Representative pursuant to Section 2.03(c) or (B) in the absence of such agreement, as shown in the independent accounting firm’s calculation delivered pursuant to Section 2.03(c); provided that (i) in no event shall Final Current Assets be less than Buyer’s calculation of Closing Current Assets delivered pursuant to Section 2.03(a) or more than Sellers’ Representative’s calculation of Closing Current Assets delivered pursuant to Section 2.03(b) and (ii) in no event shall Final Current Liabilities be more than Buyer’s calculation of Closing Current Liabilities delivered pursuant to Section 2.03(a) or less than Sellers’ Representative’s calculation of Closing Current Liabilities delivered pursuant to Section 2.03(b).
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Final Current Assets shall have the meaning assigned to such term in Section 2.3(b) below.
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Examples of Final Current Assets in a sentence

  • As soon as practicable after the Closing Date and in no event later than thirty (30) days after the Final Current Assets is determined under Section 2.3, the Purchaser shall determine the allocation of the Purchase Price among the Purchased Assets and the agreements provided for herein, for all purposes (including financial, accounting and tax) (the “Allocation”).

  • If the amount of the Final Current Assets exceeds the Final Current Assets Target, Buyer shall pay to Holdback Participants, as an adjustment to the Purchase Price, in the manner as provided in this Section 2.04, the amount of such excess (the “Final Working Capital Excess”).

  • If the Final Current Assets Purchase Price is less than the Estimated Current Assets Purchase Price, the reconciliation payment to Buyer shall first be recovered from the Current Purchased Assets Holdback to the extent of the shortfall, and to the extent the total amount of the shortfall is less than the Current Assets Purchase Price, the remainder of the Estimated Current Assets Purchase Price shall be returned to Seller within the five (5) business day period specified above.

  • To the extent that the Final Current Assets Purchase Price is LESS THAN the Estimated Current Assets Purchase Price , Seller shall pay to Buyer the amount of such shortfall.

  • In making such calculation, the Independent Accountant shall consider only those items or amounts in the Closing Balance Sheet or the calculations of the Final Current Assets, the Final A/P and the Final Backlog as to which Buyer and the Shareholders Representative have disagreed.

  • All amounts payable by Buyer or Seller (as the case may be) under this Section 1.7(d) shall be paid by wire transfer of immediately available funds to the account designated by Buyer or Seller (as the case may be) within five (5) business days of the final determination of the Final Current Assets Purchase Price.

  • To the extent the Final Current Assets Purchase Price is GREATER THAN the Estimated Current Assets Purchase Price, Buyer shall pay to Seller the amount of such excess.

  • If the Final Current Assets Purchase Price is greater than the Estimated Current Assets Purchase Price, the reconciliation payment made to Seller shall also include the full amount of the Current Purchased Assets Holdback.

  • If Buyer objects to the Shareholders Representative’s calculations of the Final Current Assets, the Final A/P and/or the Final Backlog, Buyer shall within fifteen (15) days after receipt thereof notify the Shareholders Representative of the same in writing, which such notice shall include the basis of such objection in reasonable detail and Buyer’s proposed modification of such calculations to the Shareholders Representative.


More Definitions of Final Current Assets

Final Current Assets is defined in Section 2.3(b).
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Final Current Assets means the Closing Date Current Assets: (i) as shown in the Closing Date Current Asset Statement delivered by Purchaser to Sellers pursuant to Section 2.4(a), if no Notice of Objection with respect thereto is timely delivered by Sellers to Purchaser pursuant to Section 2.4(a); or (ii) if a Notice of Objection is so delivered, (A) as agreed by Purchaser and Sellers pursuant to Section 2.4(b) or (B) in the absence of such agreement, as shown in the Arbitrator’s calculation delivered pursuant to Section 2.4(b).
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Final Current Assets means the Closing Current Assets as set forth on the Adjustment Summary Statement, as finally determined in accordance with Section 2.6(d).
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Related to Final Current Assets

  • Net Current Assets means for any date of determination the net current assets of such Person at such date of determination calculated as set forth on Exhibit H attached hereto.

  • non-current assets means all assets other than current assets

  • Consolidated Current Assets means, as at any date of determination, the total assets of Company and its Subsidiaries on a consolidated basis which may properly be classified as current assets in conformity with GAAP, excluding Cash and Cash Equivalents.

  • Consolidated Current Liabilities means, as at any date of determination, the total liabilities of Holdings and its Subsidiaries on a consolidated basis that may properly be classified as current liabilities in conformity with GAAP, excluding the current portion of long term debt.

  • Current Assets means, as of any applicable date, all amounts that should, in accordance with GAAP, be included as current assets on the consolidated balance sheet of Borrower and its Subsidiaries as at such date.

  • non-current liabilities means all liabilities other than current liabilities

  • Current Liabilities are all obligations and liabilities of Borrower to Bank, plus, without duplication, the aggregate amount of Borrower’s Total Liabilities that mature within one (1) year.

  • Parent Assets means all Assets of either Party or the members of its Group as of the Effective Time, other than the SpinCo Assets, it being understood that, notwithstanding anything herein to the contrary, the Parent Assets shall include:

  • Parent Liabilities shall have the meaning set forth in Section 2.3(b).

  • Consolidated Current Ratio means, as of any date of determination, the ratio of Consolidated Current Assets to Consolidated Current Liabilities as of such date.

  • Total Commitment Amount means, at any particular time, the aggregate of the Individual Commitments of all of the Lenders at such time.

  • Consolidated Net Assets means the aggregate amount of assets (less reserves and other deductible items) after deducting current liabilities, as shown on the consolidated balance sheet of the Company and its Subsidiaries contained in the latest annual report to the stockholders of the Company and prepared in accordance with GAAP.

  • Facility Amount means (a) prior to the end of the Revolving Period, $250,000,000, unless this amount is permanently reduced pursuant to Section 2.5 or increased pursuant to Section 2.8, in which event it means such lower or higher amount and (b) from and after the end of the Revolving Period, the Advances Outstanding.

  • Available Commitments shall refer to the aggregate of the Lenders’ Available Commitments hereunder.

  • Class A Adjusted Invested Amount means, with respect to any date of determination, an amount equal to the Class A Invested Amount less the Principal Funding Account Balance (but not in excess of the Class A Invested Amount) on such date.

  • Related Liability Amount with respect to any Related Liability on the books of the Assuming Institution, means the amount of such Related Liability as stated on the Accounting Records of the Assuming Institution (as maintained in accordance with generally accepted accounting principles) as of the date as of which the Related Liability Amount is being determined. With respect to a liability that relates to more than one asset, the amount of such Related Liability shall be allocated among such assets for the purpose of determining the Related Liability Amount with respect to any one of such assets. Such allocation shall be made by specific allocation, where determinable, and otherwise shall be pro rata based upon the dollar amount of such assets stated on the Accounting Records of the entity that owns such asset.

  • Availability Amount is (a) the lesser of (i) the Revolving Line or (ii) the amount available under the Borrowing Base minus (b) the outstanding principal balance of any Advances.

  • Total Commitments means the aggregate of the Commitments of all the Lenders.

  • Allocated Loan Amount means, for an Individual Property, the amount set forth on Schedule II attached hereto.

  • Available Commitment means a Lender’s Commitment minus:

  • Total Credit Exposure means, as to any Lender at any time, the unused Commitments, Revolving Credit Exposure and outstanding Term Loans of such Lender at such time.

  • Aggregate Outstanding Credit Exposure means, at any time, the aggregate of the Outstanding Credit Exposure of all the Lenders.

  • Aggregate Credit Exposure means, at any time, the aggregate Credit Exposure of all the Lenders at such time.

  • Aggregate Borrowing Base means the aggregate amount of the U.S. Borrowing Base and the Canadian Borrowing Base; provided that the maximum amount of the Canadian Borrowing Base which may be included in the Aggregate Borrowing Base is the Canadian Sublimit.

  • Adjusted Net Assets of such Guarantor at any date shall mean the lesser of (1) the amount by which the fair value of the property of such Guarantor exceeds the total amount of liabilities, including contingent liabilities (after giving effect to all other fixed and contingent liabilities incurred or assumed on such date), but excluding liabilities under the Guarantee of such Guarantor at such date and (2) the amount by which the present fair salable value of the assets of such Guarantor at such date exceeds the amount that will be required to pay the probable liability of such Guarantor on its debts (after giving effect to all other fixed and contingent liabilities incurred or assumed on such date), excluding debt in respect of the Guarantee of such Guarantor, as they become absolute and matured.

  • Aggregate Credit Exposures means, at any time, in respect of (a) the Term Facility, the aggregate amount of the Term Loans outstanding at such time and (b) in respect of the Revolving Credit Facility, the sum of (i) the unused portion of the Revolving Credit Facility at such time and (ii) the Total Revolving Credit Outstandings at such time.