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

• 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.

• If the Final Net Assets Adjustment Amount (as set forth in the Final NA Statement) is equal to 75% of the Closing Net Assets Adjustment Amount, then neither the Parent and the Purchaser, on the one hand, nor the Seller, on the other hand, shall owe any amount to the other party pursuant to this Section 2.06.

• Failure by Buyer to deliver a Net Assets Objection within the thirty-day period will be deemed to be Buyer’s acceptance of the Net Assets Statement as the Final Net Assets Statement.

• The Bid Net Assets and the Final Net Assets shall be determined without giving effect to any intercompany accounts or the payment or cancellation thereof.

• 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.

More Definitions of Final Net Assets

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 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 has the meaning set forth in Section 4.3(a).

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

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 purchased Assets less Assumed Liabilities as shown on the "Final Net Asset Statement."

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.