Net Asset Balance definition
Net Asset Balance means, (a) the Company’s total assets (as defined by and determined in accordance with GAAP) less (b) the Company’s total liabilities (as defined by and determined in accordance with GAAP). However, for purposes of calculating Company’s Net Asset Balance, (1) the Company’s assets shall exclude all Cash and all Transferred Receivables (2) the Company’s liabilities (i) shall include all unpaid Liabilities for taxes for Pre-Closing Tax Periods, whether or not such Liabilities for Taxes would then be due and payable or classified as liabilities under GAAP, (ii) shall exclude all Company Debt, and (iii) shall exclude Company Bonuses and other Transaction Expenses.
Net Asset Balance means the excess of the aggregate amount of assets designated as “included” over the aggregate amount of liabilities designated as “included” as shown on the Reference Balance Sheet, the Preliminary Closing Balance Sheet or the Closing Balance Sheet, as applicable.
Net Asset Balance means (i) total assets (except cash, cash equivalents, the Dental R&D Equipment and prepaid insurance) minus (ii) total liabilities (except indebtedness for ----- borrowed money, any accrued liability for any group life or health insurance by or on behalf of any employees of the Seller or their eligible dependents in connection with any accident or event occurring on or prior to the Closing Date and any accrued liability for sales taxes) minus (iii) any amounts owed by the ----- Seller pursuant to Section 2.5(a)(ix).
Examples of Net Asset Balance in a sentence
If any such resolution by Buyer and Seller leaves in dispute amounts and/or designations the net effect of which in the aggregate would not affect the Net Asset Balance reflected on the Closing Balance Sheet by more than the Designated Amount, all such amounts and/or designations remaining in dispute shall then be deemed to have been resolved in favor of the Closing Balance Sheet delivered by Seller to Buyer.
For purposes of this Agreement, “Target Net Asset Balance Sheet Value” or “Target NABSV” means $3,300,000.
For purposes of this Agreement, “Target Net Asset Balance Sheet Value” or “Target NABSV” means $2,730,123, calculated on December 31, 2013 as set forth in the Target NABSV attached hereto as Exhibit 2.5(a).
More Definitions of Net Asset Balance
Net Asset Balance shall have the meaning ascribed to such term in Section 2.9(f) hereof.
Net Asset Balance means: