Final Net Tangible Assets definition

Final Net Tangible Assets means Closing Net Tangible Assets as shown in Seller’s calculation delivered pursuant to Section 2.04(a), if no notice of disagreement with respect thereto is duly delivered pursuant to Section 2.04(b), or if such a notice of disagreement is delivered, as agreed by Buyer and Seller pursuant to Section 2.04(c) or in the absence of such agreement, as shown in the independent accountant’s calculation delivered pursuant to Section 2.04(c); provided that, in no event shall Final Net Tangible Assets be more than Seller’s calculation of Closing Net Tangible Assets delivered pursuant to Section 2.04(a) or less than Buyer’s calculation of Closing Net Tangible Assets delivered pursuant to Section 2.04(b).

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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 ▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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.

Final Net Tangible Assets has the meaning set forth in Section 2.5(b)(v).

Examples of Final Net Tangible Assets in a sentence

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.
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.
The Surviving Company shall be solely responsible for any such severance and other payments to a Company employee incurred as a result of any such termination or layoff after the Closing Date to the extent accrued in the Closing Statement and accounted for in the calculation of the Final Net Tangible Assets Amount.
If the Final Closing Payment is less than the Closing Payment (such amount, the “Deficiency Amount”), Buyer shall be paid by wire transfer of same day funds promptly (but in any event within five (5) Business Days after the Final Net Tangible Assets Amount has been agreed upon or determined by the Independent Accountant) such Deficiency Amount from the Escrow Fund in accordance with the terms of the Escrow Agreement.
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.
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.

More Definitions of Final Net Tangible Assets

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).