Common use of Final Valuation Clause in Contracts

Final Valuation. For purposes of this Agreement, the term "FINAL VALUATION" shall mean $12 million less the amount, if any, that the Net Assets of the Acquired Companies as of the Closing Date are less than the Acquired Companies Net Assets as reflected on their September 30, 1999 Balance Sheet (as combined and, with regard to HDI and DMI, only taking into account the note payable to ▇.▇. ▇▇▇▇▇▇, & Co.). For purposes hereof, "Net Assets" shall mean the total assets less total liabilities of the Acquired Companies in each case excluding any indebtedness of any of the Acquired Companies owed to ▇▇▇▇▇▇▇ and any liabilities incurred by Acquired Companies in connection with (i) the Humana, Inc. ("HUMANA")contract after September 30, 1999 or (ii) the $352,000 of indebtedness of the LLC payable to its employees and former employees. At Closing, OnHealth will cause the LLC to pay to ▇▇▇▇▇▇▇ up to $200,000 in full satisfaction of all outstanding notes or other evidences of indebtedness of any of the Acquired Companies to ▇▇▇▇▇▇▇.