Final Net Assets definition

Final Net Assets has the meaning set forth in Section 2.6(b) hereof.

Final Net Assets means the Closing Net Assets (A) as shown in the Closing Net Assets Statement delivered by Buyer to Seller pursuant to Section 2.6(b), if no Notice of Objection with respect thereto is timely delivered by Seller to Buyer pursuant to Section 2.6(c); or (B) if a Notice of Objection is so delivered, (1) as agreed by Buyer and Seller pursuant to Section 2.6(d) or (2) in the absence of such agreement, as shown in the Independent Expert’s calculation delivered pursuant to Section 2.6(d).

Final Net Assets means (i) the Preliminary Net Assets if deemed final pursuant to Section 2.4(c), (ii) the Net Assets deemed by mutual agreement of Buyer and DuPont to be the Final Net Assets or (iii) the Net Assets determined by the Independent Accounting Firm to be the Final Net Assets in accordance with Section 2.4(d).

Examples of Final Net Assets in a sentence

• For the avoidance of doubt, Net Assets and Final Net Assets shall be determined without giving effect to any intercompany accounts or the cancellation thereof.

• Each product manufactured, sold or delivered by Seller, whether directly or indirectly through Iteris GmbH or otherwise, has been manufactured, sold or delivered, as the case may be, in conformity with all applicable material contractual commitments (including any applicable warranties), and, to Seller’s Knowledge, Seller has no Liability in excess of any reserve in the Final Net Assets Statement with respect to any Products that remain under warranty.

• In the event that the Purchase Price is adjusted pursuant to Section 2.6, Seller shall deliver to Buyer a revised Allocation Statement as soon as reasonably practicable following the determination of Final Net Assets.

• Notwithstanding anything to the contrary contained herein, if the Closing Date shall occur on or after January 10, 1997, the Closing Balance Sheet with respect to the calculation of Closing Net Assets and Final Net Assets only shall include the Purchased Assets and Assumed Liabilities as at the close of business on January 10, 1997, but in all other respects shall be prepared on the basis set forth above.

• During the 30-Day Period, Buyers shall provide the Sellers and their advisors with reasonable access upon prior written request to the Acquired Subsidiaries’ books and records, as well as the right to make copies of all such books and records of the Acquired Subsidiaries, in each case, as related to the preparation of the Closing Balance Sheet and the preparation of the Final Net Assets Statement.

More Definitions of Final Net Assets

Final Net Assets means the total assets of the Company less the total liabilities of the Company, as reflected in the Final Balance Sheet referred to in Section 2.2(b). "Target Net Assets" shall mean $49,311,000.

Final Net Assets means Closing Net Assets (i) as shown in Buyers' calculation delivered pursuant to Section 2.08(a) if no notice of disagreement with respect thereto is delivered pursuant to Section 2.08(b) or (ii) if such a notice of disagreement is delivered, (A) as agreed by the parties pursuant to Section 2.08(c) or (B) in the absence of such agreement, as shown in the Accounting Referee's calculation delivered pursuant to Section 2.08(c); provided that Final Net Assets shall not in any event be less than Buyers' calculation of Closing Net Assets delivered pursuant to Section 2.08(a) nor more than Seller's calculation of Closing Net Assets delivered pursuant to Section 2.08(c).

Final Net Assets shall have the meaning set forth in Section 2.09(c).

Final Net Assets has the meaning specified in Section 3.2(a)(i).

Final Net Assets means Measurement Date Net Assets (a) as shown in the Buyer Net Assets Calculation delivered pursuant to Section 2.5(b) if no Net Assets Objection Notice with respect thereto is delivered by Sellers’ Representative pursuant to Section 2.5(c); or (b) if such Net Assets Objection Notice is delivered, (i) as agreed by the Parties pursuant to Section 2.5(d), or (ii) in the absence of such agreement, as shown in the Independent Accounting Firm Net Assets Calculation delivered pursuant to Section 2.5(d). Final Net Assets will include the impact of the payment of the Paid Off Indebtedness in connection with the Contemplated Transactions whether before, in connection with, or subsequent to the Closing.

Final Net Assets means the aggregate amount of the Assets, minus the aggregate amount of the Assumed Liabilities (as defined below), recorded on the statement of assets and liabilities of the Business as of the Closing Date prepared and audited in accordance with the procedures set forth herein (the "CLOSING STATEMENT OF ASSETS AND LIABILITIES"). The "REFERENCE NET ASSETS" means the amount identified as "Assets in Excess of Liabilities" recorded on the audited statement of assets and liabilities of the Business as of March 25, 1995 which is set forth in Schedule 4.4(a)(1) (the "REFERENCE STATEMENT OF ASSETS AND LIABILITIES"). It is agreed that the Reference Statement of Assets and Liabilities does not reflect the items set forth on Schedule 2.2(a) which are recorded on the audited balance sheet dated December 24, 1994 set forth in Schedule 4.4(a)(1). The Purchase Price as adjusted pursuant to this

Final Net Assets has the meaning ascribed to such term in Section 2.3(f).