Final Net Tangible Assets definition

Final Net Tangible Assets means Closing Net Tangible Assets as shown in The Limited's calculation delivered pursuant to Section 2.03(a), if no notice of disagreement with respect thereto is duly delivered pursuant to Section 2.03(b); or if such a notice of disagreement is delivered, as agreed by Buyer and The Limited pursuant to Section 2.03(c) or in the absence of such agreement, as shown in the independent accountant's calculation delivered pursuant to Section 2.03(c); provided that, in no event shall Final Net Tangible Assets be more than The Limited's calculation of Closing Net Tangible Assets delivered pursuant to Section 2.03(a) or less than Buyer's calculation of Closing Net Tangible Assets delivered pursuant to Section 2.03(b).
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Final Net Tangible Assets has the meaning set forth in Section 2.5(b)(v).
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Final Net Tangible Assets means Closing Net Tangible Assets (i) as shown in Buyer's calculation delivered pursuant to Section 2.03(a), if no notice of disagreement with respect thereto is duly delivered pursuant to Section 2.03(b); or (ii) if such a notice of disagreement is delivered, (A) as agreed by Buyer and Seller pursuant to Section 2.03(c) or (B) in the absence of such agreement, as shown in the independent accountants' calculation delivered pursuant to Section 2.03(c); provided that in no event shall Final Net Tangible Assets be less than Buyer's calculation of Closing Net Tangible Assets delivered pursuant to Section 2.03(a) or more than Seller's calculation of Closing Net Tangible Assets delivered pursuant to Section 2.03(b).
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Examples of Final Net Tangible Assets in a sentence

  • Buyer shall prepare and deliver to Seller for its review and comment a statement (the “743(b) Statement”) as promptly as practicable after the determination of Final Net Tangible Assets, setting forth the allocation of the adjustment to the bases of the Company’s assets.

  • If Final Net Tangible Assets exceeds Base Net Tangible Assets, Buyer shall pay to The Limited, in the manner and with interest as provided in Section 2.04(b), the amount of such excess.

  • If Final Net Tangible Assets exceeds Estimated Closing Net Tangible Assets, the Company shall pay to Seller (or Limited Brands), in the manner and with interest as provided in Section 2.05(b), the amount of such excess.

  • The “Adjustment Amount,” which may be positive or negative, shall equal the sum of (i) the Final Net Tangible Assets minus the Estimated Net Tangible Assets, which may be positive or negative.

  • Within sixty (60) calendar days after the Closing Date, the Company shall prepare and deliver to Buyer and the Seller Representative a statement (the “Post-Closing Statement”) setting forth the Closing Date Balance Sheet, adjustments thereto and statement of the Final Net Tangible Assets, in each case prepared in accordance with this Section 2.10.

  • If Final Net Tangible Assets exceed Base Net Tangible Assets, Buyer shall pay to Seller, in the manner and with interest as provided in Section 2.04(b), the amount of such excess.


More Definitions of Final Net Tangible Assets

Final Net Tangible Assets means the Net Tangible Assets as of the close of business on the Closing Date, which shall be calculated based on the Closing Date Balance Sheet by making the adjustments to such Closing Date Balance Sheet as are shown on Exhibit E hereto such that the same accounting policies, principles, methodologies and practices as were used to make the adjustments shown in Exhibit E shall be used in making adjustments to the Closing Date Balance Sheet (applied on a consistent basis), including that the line items and categories of assets and liabilities used to calculate Final Net Tangible Assets shall be substantially similar to those line items and categories included in the final column of Exhibit E (entitled Business Deal Adjustments); provided, however, that (1) tangible liabilities shall include Deferred Tax Liabilities as of the close of business on the Closing Date, (2) tangible liabilities shall include the amount owed to Xxxxx Fellow as set forth in Exhibit E plus any out-of-pocket Taxes payable by the Company with respect thereto (unless such liability shall not be outstanding as of the close of business on the Closing Date), (3) tangible liabilities shall not include any Reimbursable Company Expenses not paid prior to the Closing Date (because by not including such items as liabilities, the Adjustment Amount will be increased), (4) tangible liabilities shall include Excess Company Expenses that are outstanding as of the close of business on the Closing Date and with respect to which the Closing Payment was not reduced (because by including such items as liabilities, the Adjustment Amount will be decreased) and (5) tangible liabilities shall include the amount owed to Xxxxxxxx Xxxxxxx as set forth in Exhibit E; and provided, further that the fourth column of Exhibit E (showing adjustments made to estimate changes that are expected to occur by the end of the three month period commencing on the Balance Sheet Date) shall not appear on the Post-Closing Statement.
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Related to Final Net Tangible Assets

  • Net Tangible Assets means the total of all assets (including revaluations thereof as a result of commercial appraisals, price level restatement or otherwise) appearing on the Company’s balance sheet, net of applicable reserves and deductions, but excluding goodwill, trade names, trademarks, patents, unamortized debt discount and all other like intangible assets (which term shall not be construed to include such revaluations), less the aggregate of the Company’s current liabilities appearing on such balance sheet. For purposes of this definition, the Company's balance sheet does not include assets and liabilities of its subsidiaries.

  • Tangible Assets means assets consisting of land, buildings and plant, machinery and equipment;

  • Consolidated Net Tangible Assets means total assets (less depreciation and valuation reserves and other reserves and items deductible from gross book value of specific asset accounts under GAAP) after deducting therefrom (i) all current liabilities and (ii) all goodwill, trade names, trademarks, patents, unamortized debt discount, organization expenses, and other like intangibles, all as set forth on the most recent balance sheet of the Company and its consolidated Subsidiaries and computed in accordance with GAAP.

  • Total Tangible Assets at any date of determination, the total amount of assets of the Guarantor and its Subsidiaries (without duplication and excluding any asset owned by the Guarantor or any Subsidiary that represents an obligation of the Guarantor or any other Subsidiary to such Subsidiary or Guarantor) after deducting therefrom all goodwill, trade names, trademarks, patents, licenses, copyrights and other intangible assets.

  • Consolidated Tangible Assets means, for any Person, total assets of such Person and its consolidated Subsidiaries, determined on a consolidated basis, less goodwill, patents, trademarks and other assets classified as intangible assets in accordance with GAAP.

  • Adjusted Consolidated Net Tangible Assets means (without duplication), as of the date of determination, the remainder of:

  • Consolidated Total Tangible Assets means, as of any date, the Consolidated Total Assets as of such date, less all goodwill and intangible assets determined in accordance with GAAP included in such Consolidated Total Assets.

  • Intangible Assets means assets that are considered to be intangible assets under GAAP, including customer lists, goodwill, computer software, copyrights, trade names, trademarks, patents, franchises, licenses, unamortized deferred charges, unamortized debt discount and capitalized research and development costs.

  • Intangible Asset means any asset which is treated as an intangible asset in conformity with GAAP, including, without limitation, leasehold rights, franchise rights, non-compete agreements, goodwill, unamortized debt discounts, patents, patent applications, trademarks, trade names, copyrights and licenses.

  • Consolidated Intangible Assets means, at any date, all assets of the Borrower and its Subsidiaries that are considered to be intangible assets under GAAP, including, without limitation, customer lists, goodwill, computer software, copyrights, trade names, trademarks, patents, franchises, licenses, unamortized deferred charges, unamortized debt discount and capitalized research and development costs.

  • Eligible Assets means property that is used or useful in the same or a similar line of business as the Borrower and its Subsidiaries were engaged in on the Closing Date (or any reasonable extension or expansions thereof).

  • Fitch Eligible Assets means the assets of the Company set forth in the Fitch Guidelines as eligible for inclusion in calculating the Agency Discounted Value of the Company’s assets in connection with Fitch’s ratings then assigned on the MRP Shares.

  • Consolidated Tangible Net Assets means, on any date of determination and with respect to any Person at any time, the total of all assets (including revaluations thereof as a result of commercial appraisals, price level restatement or otherwise) appearing on the consolidated balance sheet of such Person and its Consolidated Subsidiaries most recently delivered to the Lenders pursuant to Section 5.01(i) as of such date of determination, net of applicable reserves and deductions, but excluding goodwill, trade names, trademarks, patents, unamortized debt discount and all other like intangible assets (which term shall not be construed to include such revaluations), less the aggregate of the consolidated current liabilities of such Person and its Consolidated Subsidiaries appearing on such balance sheet.

  • Consolidated Tangible Net Worth means, as of any date of determination, for the Borrower and its Subsidiaries on a consolidated basis, Shareholders’ Equity of the Borrower and its Subsidiaries on that date minus the Intangible Assets of the Borrower and its Subsidiaries on that date.

  • Effective Tangible Net Worth means the Borrower’s stated net worth plus Subordinated Debt but less all intangible assets of the Borrower (i.e., goodwill, trademarks, patents, copyrights, organization expense, and similar intangible items including, but not limited to, investments in and all amounts due from affiliates, officers or employees).

  • Included Assets has the meaning in Section 5.1(d)(ii)(A).

  • Adjusted Tangible Net Worth As of the date of determination thereof, the sum of: (i) Servicer's Tangible Net Worth; plus (ii) one percent (1%) of the amount of Servicer's servicing portfolio, as determined by the Master Servicer in the Master Servicer's reasonable discretion.

  • Developed Land means non-vacant land that is likely to be redeveloped during the planning period.

  • Total Consolidated Assets means, as of any date, the total assets appearing on the most recently prepared consolidated balance sheet of the Borrower and its Restricted Subsidiaries as of the end of the most recent fiscal quarter of the Borrower and its Restricted Subsidiaries for which such balance sheet has been provided in accordance with Section 4.01(xvii) or Section 6.01(a) or (b) (as applicable), prepared in accordance with GAAP.

  • Replacement Assets means (1) substantially all the assets of a Person primarily engaged in a Similar Business or (2) a majority of the Voting Stock of any Person primarily engaged in a Similar Business that will become, on the date of acquisition thereof, a Restricted Subsidiary.

  • Borrowing Base Properties means the Oil and Gas Properties of the Loan Parties included in the Initial Reserve Report and thereafter in the most recently delivered Reserve Report delivered pursuant to Section 8.12.

  • Combined Assets means the sum of Fund Assets and Other Assets; and

  • Borrowing Base Assets means any Loan Party’s Inventory and Receivables and other assets directly related thereto, including documents, instruments, general intangibles, deposit accounts and the proceeds of all of the same.

  • Developed Property means all Assessor’s Parcels of Taxable Property for which Building Permits were issued on or before May 1 of the prior Fiscal Year, provided that such Assessor's Parcels were created on or before January 1 of the prior Fiscal Year and that each such Assessor's Parcel is associated with a Lot, as determined reasonably by the Board.

  • Consolidated Assets means, at a particular date, all amounts which would be included under total assets on a consolidated balance sheet of the Company and its Subsidiaries as at such date, determined in accordance with GAAP.

  • Borrowing Base Property means Eligible Property and/or Commercial Land that the Administrative Agent has agreed to include in calculations of the Borrowing Base pursuant to Section 4.1. A Property shall be excluded from the determination of the Borrowing Base if at any time such Property shall cease to be an Eligible Property.