Net Worth Shortfall definition

Net Worth Shortfall means the absolute value of the amount by which the Company Net Worth, as determined in accordance with Section 3.1(b), is less than the applicable Target Net Worth Amount as of the Determination Date.
Sample 1Sample 2
Net Worth Shortfall means the amount, if any, by which the Net Worth of the Company on the Closing Date is less than the Base Net Worth.
Sample 1Sample 2
Net Worth Shortfall means the absolute value of the amount by which the Company Net Worth, as determined in accordance with ‎Section 3.1(b), is less than the applicable Target Net Worth Amount as of the Determination Date.
Sample 1Sample 2

Examples of Net Worth Shortfall in a sentence

  • On the other hand, if the Actual Adjusted Net Worth is less than the Target Adjusted Net Worth (said amount hereinafter referred to as the "Net Worth Shortfall"), then the Base Consideration Amount shall be reduced One and No/100 Dollar ($1.00) for every dollar of the Net Worth Shortfall.

  • If the Subsidiary Partnership at any time has a net worth that is less than $110,000,000.00 (the difference between the Subsidiary Partnership's net worth at that time and $110,000,000.00, the "Net Worth Shortfall"), the Transferee and the Operating Partnership shall assume, to the extent of the Net Worth Shortfall and for so long as the Net Worth Shortfall exists, all of the 5 indemnification obligations of the Subsidiary Partnership set forth in the Partnership Agreement.

  • In the event that Seller has engaged in any business or activities outside of the ordinary course of business during such period, then on the date that is not more than five (5) business days after the final determination of the Closing Date Balance Sheet, ITC and Huntington shall pay, by check or wire transfer, to the Purchaser an amount equal to the Closing Date Net Worth Shortfall, if any.

  • The decision of the Independent Accountant shall also include a certificate of the Independent Accountant setting forth the final amount of the Net Worth Shortfall or the Net Worth Surplus, as applicable (the "SETTLEMENT AMOUNT CERTIFICATE").

  • The purchase price ("Purchase Price") for the Company Shares will be: (a) the sum of One Million One Hundred Thousand and No/100ths Dollars ($1,100,000.00) minus the Net Worth Shortfall (as hereinafter defined), if any, and (b) 783,000 shares of common stock of Buyer.

  • If the Target Date Balance Sheet shows a Net Worth Shortfall, the Cash Amount of the Purchase Price paid at Closing shall be reduced by the aggregate amount of such Net Worth Shortfall.

  • Since the date of this Agreement, there ----------------------- shall not have occurred a SGV Material Adverse Effect, or a Regulatory Ratings Decline, and as of the Closing there shall not exist a Deposit Shortfall or any Book Net Worth Shortfall.

  • Subject to the adjustments set forth in Section 2(c) hereof, the aggregate consideration to be provided to the Transferors for the Target Shares shall be Seven Million Eight Hundred Thousand Dollars ($7,800,000) less the Transferors' calculation of Tangible Net Worth Shortfall (the "Aggregate Consideration").

  • As promptly as practicable following the Closing Date, the Buyer shall prepare or cause its independent accountants to prepare: (i) the Closing Financial Statements; and (ii) a calculation of the Closing Net Worth, the Interim Period EBITDA, the Net Worth Shortfall, if any, and the Purchase Price, based upon the Closing Financial Statements (the "Calculation").

  • If the Effective Date Balance Sheet shows a Net Worth Shortfall, the Cash Amount of the Purchase Price paid at Closing shall be reduced by the aggregate amount of such Net Worth Shortfall.


More Definitions of Net Worth Shortfall

Net Worth Shortfall means the amount by which the Corporations' Target Date Net Worth is less than the Target Net Worth.
Sample 1
Net Worth Shortfall has the meaning specified in Section 2.4(b)(iv).
Sample 1
Net Worth Shortfall means the amount, if any, by which the Closing Net Worth falls short of the Minimum Net Worth.
Sample 1
Net Worth Shortfall means that the Net Worth (as defined below) of Tenant is less than Four Hundred Million Dollars ($400,000,000).
Sample 1

Related to Net Worth Shortfall

  • Excess Cash Flow means, for any period, an amount equal to the excess of:

  • Fair Share Shortfall means, with respect to a Contributing Guarantor as of any date of determination, the excess, if any, of the Fair Share of such Contributing Guarantor over the Aggregate Payments of such Contributing Guarantor. “Adjusted Maximum Amount” means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under this Guaranty or a Related Guaranty, in each case determined in accordance with the provisions hereof and thereof; provided that, solely for purposes of calculating the “Adjusted Maximum Amount” with respect to any Contributing Guarantor for purposes of this paragraph 2, the assets or liabilities arising by virtue of any rights to or obligations of contribution hereunder or under any similar provision contained in a Related Guaranty shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of this Guaranty and the Related Guaranties (including, without limitation, in respect of this paragraph 2 or any similar provision contained in a Related Guaranty). The amounts payable as contributions hereunder and under similar provisions in the Related Guaranties shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. The allocation among Contributing Guarantors of their obligations as set forth in this paragraph 2 or any similar provision contained in a Related Guaranty shall not be construed in any way to limit the liability of any Contributing Guarantor hereunder or under a Related Guaranty. Each Contributing Guarantor under a Related Guaranty is a third party beneficiary to the contribution agreement set forth in this paragraph 2.