Statement of Purchased Net Assets definition

Statement of Purchased Net Assets shall have the meaning set forth in Section 4.16.
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Examples of Statement of Purchased Net Assets in a sentence

  • If Purchaser does not deliver a Proposed Adjustment Notice to Seller prior to the expiration of the Review Period, the Final Closing Statement of Purchased Net Assets and the Excess Amount or Deficiency Amount, if any, as the case may be, shall become final, binding and conclusive on both Purchaser and Seller.

  • Schedule 4.5 contains a statement setting forth the Purchased Assets and the Assumed Liabilities as of July 31, 2000 (the "Statement of Purchased Net Assets"), and a statement of operating revenues and expenses of the Business for the nine months ended July 31, 2000 (the "Statement of Operating Revenues and Expenses" and, together with the Statement of Purchased Net Assets, the "Business Financial Statements").

  • Without limiting the generality of the foregoing, Purchaser shall provide 13 9 Seller and its representatives with reasonable access, during normal business hours, to the facilities, personnel and accounting records of the Business acquired by Purchaser or its Designee, to the extent reasonably necessary to permit Seller to prepare the Final Closing Statement of Purchased Net Assets and the calculation of the Excess Amount or Deficiency Amount, if any, as the case may be.

  • Purchaser shall cooperate with Seller in the preparation of the Final Closing Statement of Purchased Net Assets and the calculation of the Excess Amount or the Deficiency Amount, if any, as the case may be.

  • If Purchaser believes that the Final Closing Statement of Purchased Net Assets was not calculated in accordance with the accounting principles and procedures set forth in Schedule 3.3 or the Excess Amount or Deficiency Amount, if any, as the case may be, was not prepared in accordance with Section 3.3(a), Purchaser shall deliver to Seller, prior to the expiration of the Review Period, a proposed adjustment notice ("Proposed Adjustment Notice").

Related to Statement of Purchased Net Assets

  • Target Assets means the types of assets described under “Business— Overview” in the prospectus included in the Registration Statement, subject to, and including any changes to the Company’s Investment Guidelines that may be approved by the Manager and the Company from time to time.

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.5.

  • Preliminary Closing Balance Sheet shall have the meaning set forth in Section 2.3(c)(i).

  • Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.

  • Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).

  • Final Closing Balance Sheet shall have the meaning set forth in Section 2.3(e).

  • Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).

  • Closing Balance Sheet has the meaning set forth in Section 2.4(a).

  • Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a).

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).

  • Closing Date Net Working Capital means the Net Working Capital as of the Closing Date.

  • Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.

  • Acquisition Price means the fair market value of the securities, cash or other property, or any combination thereof, receivable upon consummation of a Company Transaction in respect of a share of Common Stock.

  • Target Net Working Capital means $0.

  • Closing Net Working Capital means Net Working Capital as of the Adjustment Calculation Time.

  • Unaudited Interim Balance Sheet shall have the meaning specified in Section 2.4(a)(iii) of the Agreement.

  • Draft Closing Statement means a draft closing statement, prepared by Seller, as of the close of business of the third (3rd) business day preceding the Closing Date setting forth an estimated calculation of both the Purchase Price and the Estimated Payment Amount.

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Final Closing Working Capital has the meaning set forth in Section 2.5(d).

  • Closing Date Working Capital has the meaning specified in Section 2.3(b).

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

  • Estimated Closing Statement has the meaning set forth in Section 2.4(a).

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Final Closing Statement has the meaning set forth in Section 2.4(a).

  • Make-Whole Acquisition Stock Price means the price paid per share of Common Stock in the event of a Make-Whole Acquisition. If the holders of shares of Common Stock receive only cash in the Make-Whole Acquisition in a single per-share amount, other than with respect to appraisal and similar rights, the Make-Whole Acquisition Stock Price shall be the cash amount paid per share of Common Stock. For purposes of the preceding sentence as applied to a Make-Whole Acquisition of the type set forth in clause (a) of the definition Make-Whole Acquisition, a single price per share of Common Stock shall be deemed to have been paid only if the transaction or transactions that caused the Make-Whole Acquisition to occur was a tender offer for more than 50% of the then-outstanding Common Stock. Otherwise, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on the ten Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.