Initial Net Worth definition
Examples of Initial Net Worth in a sentence
Thereafter, Borrower shall not permit its Net Worth, on a consolidated basis, to be less than the Initial Net Worth Amount as positively increased by the “Increase Amount” as of the end of each fiscal quarter and fiscal year, with the first Increase Amount determined as of March 31, 2010 and as of the end of each fiscal quarter and fiscal year thereafter.
The purchase price shall be adjusted (up or down) by any difference between the Net Worth of the Seller as indicated on the Balance Sheet attached hereto as Exhibit III (the "Initial Net Worth") and such Net Worth as of the day before the Closing Date (the "Closing Net Worth").
In the event the Closing Balance Sheet is not available at Closing, then the portion of the Base Payment representing $7,526,000 (i.e., 244,204 Exchange Shares) shall be paid at Closing and the balance of the Base Payment, representing the Initial Net Worth up to a maximum of $250,000, shall be paid once the Closing Balance Sheet is delivered by CoreWest to Buyer and Buyer determines that it is reasonably satisfactory in form and content.
If the net worth of the Company as of the Balance Sheet Date determined by the Auditor as a result of its audit of the Initial Balance Sheet (the “Audited Net Worth”) is less than 97% of the Initial Net Worth, then the Equity Transfer Price shall be reduced by an amount equal to the Initial Net Worth minus the Audited Net Worth.
At the Closing, Buyer will pay to Seller, by wire ------------------ transfer of immediately available funds, the sum of $43 Million plus or minus the amount by which the Initial Net Worth (defined below) is greater or lesser than $33,230,000.
Notwithstanding the foregoing, for purposes of calculating the Base Payment, the Initial Net Worth shall not exceed Two Hundred Fifty Thousand Dollars ($250,000.00).
In the event that the Closing Net Worth exceeds the Initial Net Worth, the amount constituting the difference shall be added to the cash portion of the Purchase Price to be paid at Closing.
The amount due will be paid, in Immediately Available Funds, at the Option Closing Date, in the case of the Initial Net Worth Adjustment (other than disputed amount with respect thereto) and in the case of the Net Worth Adjustment Balance (and disputed amounts with respect to the Initial Net Worth Adjustment), within two business days after determination of such Net Worth Adjustment Balance (and any such disputes with respect to the Initial Net Worth Adjustment), in accordance with Section 4.3(g).
Without limiting Buyer's other remedies, if Shareholders breach the covenant/warranty that CoreWest's tangible net worth at the Effective Time is not less than the Initial Net Worth, and in no event less than $1.00, calculated according to GAAP (with all appropriate reserves) then the Shareholders shall contribute cash to CoreWest equal to the difference between the actual tangible net worth and the tangible net worth as warranted.
If Party B elects not to close because the Initial Net Worth or audited Net Worth of the Company is less than 90% of RMB 1700000yuan(“Represented Net Worth”), the first payment shall be returned to Party B within three days of a request for its return.