Net Operating Assets definition

Net Operating Assets means the difference (whether positive or negative) of (a) the total combined operating assets of the IPG Entities, including accounts receivable, inventory, property, plant and equipment and prepaid and other assets, minus (b) the total combined operating liabilities of the IPG Entities, including accounts payable and other accrued liabilities, in each case, calculated as of 12:01 a.m. (local time in each jurisdiction where such calculation must be made) on Closing Date, as determined in accordance with the Calculation Principles. Notwithstanding the foregoing, the Parties agree that the determination of “Net Operating Assets” shall (i) exclude Cash, Indebtedness and IPG Transaction Expenses, (ii) exclude any assets and liabilities related to Income Taxes, (iii) exclude amounts outstanding under the Participations Intercompany Loan, (iv) exclude any Intercompany Balances that are eliminated by discharge or otherwise at or prior to the Closing in accordance with Section 5.05(c), (v) exclude all amounts payable at or following the Closing pursuant to the Retention Agreements and Severance Arrangements, (vi) exclude all assets and liabilities under the Excluded Plans and (vii) include all assets and liabilities related to the IPG Plans and the New IPG Plans, in each case, as determined in accordance with the Calculation Principles.

Net Operating Assets means the amount by which the sum of (i) Trade Receivables Net, (ii) Inventories Net, (iii) Other Current Assets and (iv) Property, Plant & Equipment (before Accumulated Depreciation) exceeds the sum of (A) Trade Payables, (B) Other Accounts Payable, (C) Accrued Income Taxes-State, and (D) Other Accrued Expenses as set forth on the Closing Balance Sheet.

Net Operating Assets. As used in this Agreement, the term "Net Operating Assets" shall mean: (a) the Company's accounts receivable, inventory, fixed assets and those other assets identified on and valued at the agreed upon values set forth on Schedule 1.7 determined in accordance with GAAP less (b) any Assumed Liabilities. Net Operating Assets shall not include any cash held by the Company nor shall it include any assets of the Business other than the Purchased Assets.

Examples of Net Operating Assets in a sentence

• As used herein, (a) "Net Operating Assets" means, at the applicable measurement date, the net book value of the Acquired Assets (exclusive of cash and cash equivalents), net of the net book value of the Assumed Liabilities (exclusive of the Stated Debt), and (b) "Stated Net Debt" means the aggregate amount of the Stated Debt net of cash and cash equivalents as of March 31, 1999.

• The Statement of Estimated Net Operating Assets shall include a calculation of the Estimated Net Operating Assets Amount.

• Seller shall prepare the Final Statement of Net Operating Assets in a manner consistent with the Most Recent Balance Sheet, the Estimate Statement of Net Operating Assets and shall include a calculation, based upon the Final Statement of Net Operating Assets, of either: (i) an increase to the Estimated Net Operating Assets Amount or (ii) a decrease to the Estimated Net Operating Assets Amount ("FINAL NET OPERATING ASSETS ADJUSTMENT") as part of the Final Statement of Net Operating Assets.

• Unless paid prior to the Closing Date, the accounts receivable are or will be as of the Closing Date current and collectible net of the allowances or reserves shown on the Reference Net Operating Assets Statement or on the accounting records of the Company as of the Closing Date (consistent with the Net Operating Assets Instructions).

• Notwithstanding the foregoing, the Seller shall have no indemnification obligation to the Buyer with respect to any liability or obligation (including any estimation thereof) specifically reflected in the Closing Net Operating Assets Statement.

More Definitions of Net Operating Assets

Net Operating Assets means, at the applicable measurement date, the net book value of the Acquired Assets (exclusive of cash and cash equivalents), net of the net book value of the Assumed Liabilities (exclusive of the Stated Debt), and (b) "Stated Net Debt" means the aggregate amount of the Stated Debt net of cash and cash equivalents as of March 31, 1999."

Net Operating Assets means, at a given time, the difference calculated as (i) Current Purchased Assets minus (ii) Current Liabilities other than liabilities relating to the Real Property.

Net Operating Assets has the meaning set forth in Section 5.04(a).

Net Operating Assets means (i) with respect to the Target Companies, all current assets (excluding cash, marketable securities, intercompany financing amounts, deferred Tax assets, current accruals for income Taxes, the impact of monetization and hedging activities), non-current program rights and non-current unbilled accounts receivable, less current liabilities (excluding short-term borrowings, intercompany financing amounts, the impact of monetization activities, deferred Tax liabilities and current income Tax liabilities), non-current deferred revenue, non-current program costs and non-current participation and royalty liabilities and (ii) with respect to the NBC Companies, all current assets (excluding cash, marketable securities, intercompany financing amounts, Tax assets, the impact of monetization and hedging activities), non-current program rights and non-current unbilled accounts receivable, less current liabilities (excluding short-term borrowings, intercompany financing amounts, the impact of monetization activities and Tax liabilities), non-current deferred revenue, non-current program costs and non-current participation and royalty liabilities.

Net Operating Assets means those asset line items set forth on Schedule 2.3(b) net of the liability line items set forth on Schedule 2.3(b), all as set forth on the Most Recent Balance Sheet (as defined in Section 2.3).

Net Operating Assets means the net assets as at Completion identified in the Adjustment Statement and includes the following:

Net Operating Assets has the meaning given that term in Section 2.5.