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).
Sample 1Sample 2
Final Net Tangible Assets has the meaning set forth in Section 2.5(b)(v).
Sample 1
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).
Sample 1

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 “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.

  • 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.

  • Form: Total particulatesQuartzACGIH TLV (United States, 3/2012).TWA: 0.025 mg/m3 8 hours.


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.
Sample 1

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 means, as of any date, (a) the aggregate amount of the assets (other than intangible assets, goodwill and deferred tax assets) of the Group, as disclosed on the consolidated statement of financial position in the most recent Accounts of the Group, minus (b) the lesser of (i) the aggregate value of all Project Assets subject to any Lien securing any Limited Recourse Indebtedness and (ii) the aggregate principal amount of Limited Recourse Indebtedness, in each case, as reflected in (or derived from) the most recent Accounts of the Group, plus (c) the net cash proceeds received by the Parent Guarantor from any share capital issuance by the Parent Guarantor consummated after the date of the most recent balance sheet included in such Accounts and on or prior to such date.

  • Consolidated Tangible Assets means, with respect to any Person as of any date, the amount which, in accordance with GAAP, would be set forth under the caption “Total Assets” (or any like caption) on a consolidated balance sheet of such Person and its Restricted Subsidiaries, less all goodwill, patents, tradenames, trademarks, copyrights, franchises, experimental expenses, organization expenses and any other amounts 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 (either as a single or as a batch) without physical substance but which is identifiable and controlled through custody or legal rights, for example, most commonly (but not limited to) software licences, quotas, patents, copyrights, franchises and trademarks purchased, donated or developed together, which cost more than the Capitalisation Threshold; and has an economic life of twelve (12) Months or more; and is purchased, developed or maintained wholly or partially using the Grant;

  • Consolidated Intangible Assets means all goodwill, patents, trademarks, service marks, trade names, copyrights, and all other items which would be treated as intangibles on the consolidated balance sheet of a Person and its Subsidiaries that are Restricted Subsidiaries prepared in accordance with GAAP.

  • 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

  • Developed Land means all Developable Land of the Company and its Restricted Subsidiaries which is undergoing active development or is ready for vertical construction.

  • Total Consolidated Assets means, at any time, the total assets appearing on the most recently prepared consolidated balance sheet of the Company and its Consolidated Subsidiaries as of the end of the most recent fiscal quarter of the Company and its Consolidated Subsidiaries for which such balance sheet is available, prepared in accordance with GAAP.

  • Replacement Assets means (1) tangible non-current assets that will be used or useful in a Permitted Business or (2) substantially all the assets of a Permitted Business or a majority of the Voting Stock of any Person engaged in a Permitted Business that will become on the date of acquisition thereof a Restricted Subsidiary.

  • Borrowing Base Properties means the Oil and Gas Properties of the Credit Parties included in the Initial Reserve Report and thereafter in the most recently delivered Reserve Report delivered pursuant to Section 9.14.

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

  • Borrowing Base Assets means a collective reference to all Borrowing Base Assets in existence at any given time.

  • Permitted Additional Materials means information that is not ABS Informational and Computational Materials and (x) that are referred to in Section 4(d)(12)), (y) that constitute Certificate price, yield, weighted average life, subscription or allocation information, or a trade confirmation, or (z) otherwise with respect to which the Depositor has provided written consent to the Underwriter to include in a Free Writing Prospectus. As used herein with respect to any Free Writing Prospectus, “Pool Information” shall mean the information with respect to the characteristics of the Mortgage Loans and administrative and servicing fees, as provided by or on behalf of the Depositor to the Underwriter at the time most recent to the date of such Free Writing Prospectus.

  • 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 all assets which should be listed on the consolidated balance sheet of the Borrower and its Subsidiaries, as determined on a consolidated basis in accordance with GAAP.