Final Tangible Net Worth definition

Final Tangible Net Worth has the meaning set forth in Section 2.4(a).
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Final Tangible Net Worth means the Closing Tangible Net Worth a. as shown in Seller'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 b. if such a notice of disagreement is delivered, (1) as agreed by Buyer and Seller pursuant to Section 2.03(c) or (2) 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 Tangible Net Worth be more than Seller's calculation of Closing Tangible Net Worth delivered pursuant to Section 2.03(a) or less than Buyer's calculation of Closing Tangible Net Worth delivered pursuant to Section 2.03(b).
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Final Tangible Net Worth means Closing Tangible Net Worth as finally determined pursuant to Section 2.5, and "Adjustment Amount" shall mean the excess, if any, of Target Tangible Net Worth over Final Tangible Net Worth.
Sample 1

Examples of Final Tangible Net Worth in a sentence

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

  • If Base Tangible Net Worth exceeds Final Tangible Net Worth, Seller shall pay to Buyer, as an adjustment to the Purchase Price, in the manner and with interest as provided in Section 2.04(b), the amount of such excess.

  • The Purchase Price will be adjusted as of the Closing (without duplication for amounts included in the Final Tangible Net Worth) for: (i) real estate taxes with respect to the Owned Real Property, prorated as of the Closing Date; (ii)water and sewer service charges, if any, and charges for gas, electricity, telephone and all other public utilities, prorated as of the Closing Date; and (iii) prepaid and accrued expenses under the Business Contracts, Real Property Leases and Personal Property Leases.

  • The Escrow Account shall exist from the Closing Date through the resolution of any adjustment to the Total Consideration based on the Final Tangible Net Worth pursuant to Section 2.4. Any payment out of the Escrow Account shall be made in accordance with the terms of the Escrow Agreement.

  • Seller shall, and shall cause its independent accountants to, cooperate and assist, to the extent requested by Buyer and/or its independent accountants, in the preparation of the Audited Balance Sheet and the calculation of the Final Tangible Net Worth, including, without limitation, by making available to the extent necessary books, records, work papers and personnel.

  • For purposes of this Agreement, "Obsolete Inventory" shall mean lumber inventory of RRKTG Lumber which is included in the Sellers' books and records as Inventory but which (i) has been on hand for twelve (12) months or more or (ii) which is no longer being purchased by Whitxxxxx Xxxstruction, LLC, in each case net of any reserves therefore included in the calculation of Final Tangible Net Worth.

  • The Total Consideration shall be adjusted on a dollar-for-dollar basis (i) if the Approved Distribution is not made by the Company prior to the Closing Date, (ii) to the extent that the Final Tangible Net Worth (determined in accordance with Section 2.4 hereof) differs from the Estimated Tangible Net Worth, and (iii) if the Holdback Amount is retained by Xxxxx Brothers pursuant to Section 2.2(e)(ii).

  • Purchaser and Sellers hereby acknowledge and agree that the adjustments contemplated by Section 1.03(c) of the Asset Purchase Agreement will be reflected on the Closing Date Balance Sheet and therefore taken into account in determining Final Tangible Net Worth.

  • The total consideration will be adjusted on a dollar-for-dollar basis if the approved distribution is not made by the Company prior to the Closing Date and to the extent that the Final Tangible Net Worth differs from the Estimated Tangible Net Worth.


More Definitions of Final Tangible Net Worth

Final Tangible Net Worth means the Tangible Net Worth (A) as shown in the Closing Tangible Net Worth Statement delivered by Parent to Stockholder’s Representative pursuant to Section 2.2(b), if no Notice of Objection with respect thereto is timely delivered by Stockholder’s Representative to Parent pursuant to Section 2.2(c); or (B) if a Notice of Objection is so delivered, (1) as agreed by Parent and Stockholder’s Representative pursuant to Section 2.2(c) or (2) in the absence of such agreement, as shown in the Independent Expert’s calculation delivered pursuant to Section 2.2(d).
Sample 1
Final Tangible Net Worth shall have the meaning as set forth in Section 2.6.
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Related to Final Tangible Net Worth

  • Tangible Net Worth is, on any date, the consolidated total assets of Borrower and its Subsidiaries minus, (i) any amounts attributable to (a) goodwill, (b) intangible items such as unamortized debt discount and expense, Patents, trade and service marks and names, Copyrights and research and development expenses except prepaid expenses, and (c) reserves not already deducted from assets, and (ii)

  • 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.

  • Minimum Tangible Net Worth means, with respect to the Parent, at any time, the sum of (a) $1,418,939,250 plus (b) 75% of the aggregate net proceeds received by the Parent or any of its Subsidiaries after September 30, 2013 in connection with any offering of Stock or Stock Equivalents of the Parent or its Subsidiaries; provided however, that any such net proceeds used solely for the purpose of redeeming the Parent’s preferred stock shall not be included in such sum.

  • 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).

  • 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.

  • 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.

  • Book Net Worth means the aggregate of the common and preferred stockholders' equity in the Borrower, determined in accordance with GAAP.

  • 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.

  • Net Worth means, with respect to any Person, an amount equal to, on a consolidated basis, such Person’s stockholder equity (determined in accordance with GAAP).

  • Adjusted Net Worth of each Guarantor shall mean the greater of (x) the Net Worth (as defined below) of such Guarantor and (y) zero; and (iii) the “Net Worth” of each Guarantor shall mean the amount by which the fair saleable value of such Guarantor’s assets on the date of any Relevant Payment exceeds its existing debts and other liabilities (including contingent liabilities, but without giving effect to any Guaranteed Obligations arising under this Guarantee) on such date. Notwithstanding anything to the contrary contained above, any Guarantor that is released from this Guarantee pursuant to Section 18 hereof shall thereafter have no contribution obligations, or rights, pursuant to this Section 19, and at the time of any such release, if the released Guarantor had an Aggregate Excess Amount or an Aggregate Deficit Amount, same shall be deemed reduced to $0, and the contribution rights and obligations of the remaining Guarantors shall be recalculated on the respective date of release (as otherwise provided above) based on the payments made hereunder by the remaining Guarantors. All parties hereto recognize and agree that, except for any right of contribution arising pursuant to this Section 19, each Guarantor who makes any payment in respect of the Guaranteed Obligations shall have no right of contribution or subrogation against any other Guarantor in respect of such payment until all of the Guaranteed Obligations have been irrevocably paid in full in cash. Each of the Guarantors recognizes and acknowledges that the rights to contribution arising hereunder shall constitute an asset in favor of the party entitled to such contribution. In this connection, each Guarantor has the right to waive its contribution right against any Guarantor to the extent that after giving effect to such waiver such Guarantor would remain solvent, in the determination of the Required Lenders.

  • 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.

  • Minimum Net Worth means, for any Fiscal Quarter, the minimum Consolidated Net Worth required to be maintained by the Parent as of the end of such Fiscal Quarter pursuant to Section 6.12.

  • Unencumbered Asset Value means, at any time for the Consolidated Group, without duplication, the sum of the following: (a) an amount equal to (i) Unencumbered NOI from all Unencumbered Properties (other than Non-Stabilized Properties and acquisition properties described in clause (b) below) that have been owned by the Consolidated Group for four full fiscal quarter periods or longer (which amount for each individual Unencumbered Property as well as the aggregate amount for all Unencumbered Properties shall not be less than zero) divided by (ii) the Capitalization Rate, plus (b) the aggregate acquisition cost of all Unencumbered Properties acquired during the then most recently ended four fiscal quarter period, plus (c) the undepreciated book value of Unencumbered Properties that are Non-Stabilized Properties; provided that if the Unencumbered Asset Value attributable to Non-Stabilized Properties accounts for more than 15% of Unencumbered Asset Value, the amount of undepreciated book value of such Non-Stabilized Properties that exceeds such limit shall be deducted from Unencumbered Asset Value, plus (d) cash from like-kind exchanges on deposit with a qualified intermediary (“1031 proceeds”), plus (e) the value of Mezzanine Debt Investments and Mortgage Receivables owned by the Consolidated Group that are not more than ninety (90) days past due determined in accordance with GAAP, in each case that are not subject to a Lien or Negative Pledge; provided that if the Unencumbered Asset Value attributable to Mezzanine Debt Investments and Mortgage Receivables accounts for more than 10% of Unencumbered Asset Value, the amount of Mezzanine Debt Investments and Mortgage Receivables that exceeds such limit shall be deducted from Unencumbered Asset Value, plus (f) the undepreciated book value of all Unimproved Land and Construction in Progress owned by the Consolidated Group to the extent any such assets are not subject to a Lien or Negative Pledge, plus (g) Balance Sheet Cash; provided that, to the extent that Unencumbered Asset Value attributable to investments in Mezzanine Debt Investments, Mortgage Receivables, 1031 proceeds, Unimproved Land, and Construction in Progress account for more than 25% of Unencumbered Asset Value, in the aggregate, the amount that exceeds such limit shall be deducted from Unencumbered Asset Value. For clarification purposes, in determining whether clause (a) or clause (b) above applies, the date a Property will be deemed to have been acquired is the date it was acquired by the Consolidated Group or any prior Affiliate of the Consolidated Group.

  • 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.

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

  • Net Working Capital Target means $0.00.

  • Consolidated Adjusted Net Worth means, as of any day for the Consolidated Group, the sum of (a) total shareholders’ equity or net worth plus (b) accumulated depreciation and accumulated amortization, in each case, determined on a consolidated basis in accordance with GAAP; but excluding, in any event, for purposes hereof, unrealized gains and losses on Swap Contracts reported on a consolidated balance sheet as accumulated other comprehensive income or loss.

  • Consolidated Net Worth means at any time the consolidated stockholders’ equity of the Borrower and its Subsidiaries calculated on a consolidated basis as of such time.

  • Total Asset Value means as of any date of determination the sum (without duplication) of all of the following of the Borrower, the REIT Guarantor and their Subsidiaries on a consolidated basis determined in accordance with GAAP applied on a consistent basis: (a) cash and Cash Equivalents, plus (b) with respect to each Property (other than Development Properties, the Market Square Property and Properties with a negative Net Operating Income) owned for four (4) consecutive fiscal quarters by the Borrower, the REIT Guarantor or any of their respective Subsidiaries, the quotient of (i) Net Operating Income less Capital Reserves attributable to such Property (without regard to its occupancy) for the prior fiscal quarter of the Borrower most recently ended times four (4), divided by (ii) the applicable Capitalization Rate, plus (c) with respect to each Property acquired during the most recent four (4) fiscal quarters of the Borrower, the greater of (i) the quotient of (A) Net Operating Income less Capital Reserves attributable to such Property (without regard to its occupancy) for the prior fiscal quarter of the Borrower most recently ended times four (4), divided by (B) the applicable Capitalization Rate, and (ii) the undepreciated GAAP book value (after taking into account any impairments) of such Property, plus (d) with respect to the Market Square Property, the greater of (1) the quotient of (A) Net Operating Income less Capital Reserves attributable to the Market Square Property (without regard to its occupancy) for the prior fiscal quarter of the Borrower most recently ended times four (4), divided by (B) the Capitalization Rate for CBD or Urban Infill Properties, and (2) the undepreciated GAAP book value (after taking into account any impairments) of the Market Square Property, plus (e) the undepreciated GAAP book value (after taking into account any impairments) for Construction-In-Process for Development Properties, plus (f) the undepreciated GAAP book value (after taking into account any impairments) of Unimproved Land. The Borrower’s pro rata share of assets held by Unconsolidated Affiliates (excluding assets of the type described in the immediately preceding clause (a)) will be included in Total Asset Value calculations consistent with the above described treatment for wholly owned assets. For purposes of determining Total Asset Value, Net Operating Income from Properties acquired or disposed of by the Borrower, any Subsidiary of the Borrower or any Unconsolidated Affiliate during the immediately preceding four (4) fiscal quarters of the Borrower shall be excluded from clause (b) above. For purposes of determining Total Asset Value, Total Asset Value attributable to the following investments in excess of the limitations set forth below shall be excluded from Total Asset Value:

  • 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.

  • Adjusted Consolidated Net Worth means, at any date, without duplication, the sum of (a) the consolidated shareholders’ equity, determined in accordance with GAAP, of the Guarantor and its Consolidated Subsidiaries, plus (b) the aggregate Hybrid Instrument Amount plus (c) the VA Adjustment Amount; provided that, in determining such Adjusted Consolidated Net Worth, there shall be excluded (i) any “Accumulated Other Comprehensive Income (Loss)” shown on the consolidated balance sheet of the Guarantor and its Consolidated Subsidiaries prepared in accordance with GAAP, (ii) the effect of any election under the fair value option in FASB ASC 825 permitting a Person to measure its financial assets or liabilities at the fair value thereof, and the related tax impact and (iii) all noncontrolling interests (as determined in accordance with Statement of Financial Accounting Standards No. 160, entitled “Noncontrolling Interests in Consolidated Financial Statements”) shown on the consolidated balance sheet of the Guarantor and its Consolidated Subsidiaries.

  • Target Net Working Capital Amount means $0.

  • Total Project Cost means the lowest of the following:

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

  • Estimated Net Working Capital shall have the meaning set forth in Section 2.3(a).

  • Target Net Working Capital means $0.