Net Worth Statement Sample Clauses

Net Worth Statement. (a) As promptly as practicable and in any event within 70 days after the Closing Date, Seller will prepare and deliver to Acquiror (i) a consolidated balance sheet of the Companies immediately prior to the Effective Time prepared in accordance with GAAP except for the GAAP Exceptions (the "CLOSING DATE BALANCE SHEET"), (ii) a certificate of Seller (the "NET WORTH STATEMENT") based on the Closing Date Balance Sheet setting forth Seller's calculation of the Net Worth and (iii) a report (the "Report") of KPMG Peat Marwick to the effect that they have audited the Closing Date Balance Sheet in accordance with generally accepted auditing standards (the "Audit") and that the Closing Date Balance Sheet presents fairly, in accordance with GAAP and in all material respects, the financial condition of the Companies on a consolidated basis, subject to the GAAP Exceptions, immediately prior to the Effective Time. The cost of the Report and the Audit shall be paid by Acquiror. Seller will afford representatives of Acquiror the opportunity to participate in and review Seller's preparation of the Closing Date Balance Sheet and the Net Worth Statement, including without limitation the opportunity to observe any physical inventory count and other accounting procedures. If Acquiror and Seller agree upon the calculation of the Net Worth within 30 days after the delivery to Acquiror of the Closing Date Balance Sheet and Net Worth Statement, Sections 2.4(b) and 2.4(c) will not apply; however, if Acquiror and Seller do not so agree, then Sections 2.4(b) and 2.4(c) will apply.
Sample 1
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Net Worth Statement. The Lender shall have received a duly signed copy of the "Net Worth Statement" between Vanstar and the Borrower, in form and substance acceptable to the Lender.
Sample 1
Net Worth Statement. SIC hereby represents and warrants to Purchaser that as of the Closing Date it will have a net worth (assets minus liabilities on a GAAP basis balance sheet adding back those liabilities attributable to the above market portion of payment obligations under the throughput agreements described in Section 5.7 of the Asset Purchase Agreement and also deferred income taxes, if any, attributable to any like kind exchange completed in accordance with Section 3.8 of any of the Purchase Agreements) of not less than $30,000,000.
Sample 1
Net Worth Statement. Not later than 30 days after the Closing Date, USS, after consultation with AMI, shall deliver to AMI a statement of the Net Worth determined as of the date specified in Paragraph 5. Such statement shall be conclusive and binding on the parties, unless objected to by AMI within 60 days after delivery thereof, in which case, if the parties hereto, acting in good faith, are unable to resolve their disputes about such Net Worth, such disputes shall be finally settled by arbitration which shall be held in Dallas, Texas, or any other location mutually agreed upon by the parties with the accounting firm of Ernst & Whinney. The final determination of the Net Worth determined as of the date specified in Paragraph 5 shall be made by Ernst & Whinney and shall not be less than the amount proposed by AMI nor more than the amount proposed by USS. AMI and USS shall each have the opportunity to present its views on any disputed matter to Ernst & Whinney. Each party shall bear its own expenses and each party shall also pay that portion of Ernst & Whinney's fee and expenses equal to the total of such fee and expenses multiplied by a fraction, the denominator of which shall be the difference between Net Worth determined as of the date specified in Paragraph 5 as proposed by USS and Net Worth determined as of the date specified in Paragraph 5 as proposed by AMI and the numerator of which shall be the difference between Net Worth determined as of the date specified in Paragraph 5 as determined by Ernst & Whinney and Net Worth as proposed by such party.
Sample 1

Related to Net Worth Statement

  • Consolidated Tangible Net Worth (i) The net worth of Seller and its consolidated subsidiaries, on a combined basis, determined in accordance with GAAP, minus (ii) all intangibles determined in accordance with GAAP (including goodwill, capitalized financing costs and capitalized administration costs but excluding originated and purchased mortgage servicing rights or retained residual securities) and any and all advances to, investments in and receivables held from affiliates; provided, however, that the non-cash effect (gain or loss) of any xxxx-to-market adjustments made directly to stockholders’ equity for fluctuation of the value of financial instruments as mandated under the Statement of Financial Accounting Standards No. 133 (or any successor statement) shall be excluded from the calculation of Consolidated Tangible Net Worth.

  • Net Worth The term “net worth” means the excess of total assets over total liabilities (including personal and real property, but excluding the estimated fair market value of a person’s primary home).

  • Minimum Consolidated Tangible Net Worth (a) Prior to consummation of the Merger, the Borrower will not at any time permit Consolidated Tangible Net Worth to be less than the sum of (i) $788,000,000.00 plus (ii) seventy-five percent (75%) of the sum of any additional Net Offering Proceeds after the date of this Agreement.

  • Pro Forma Statement The Receiver, as soon as practicable after Bank Closing, in accordance with the best information then available, shall provide to the Assuming Institution a pro forma statement reflecting any adjustments of such liabilities and assets as may be necessary. Such pro forma statement shall take into account, to the extent possible, (i) liabilities and assets of a nature similar to those contemplated by Section 2.1 or Section 3.1, respectively, which at Bank Closing were carried in the Failed Bank’s suspense accounts, (ii) accruals as of Bank Closing for all income related to the assets and business of the Failed Bank acquired by the Assuming Institution hereunder, whether or not such accruals were reflected on the Accounting Records of the Failed Bank in the normal course of its operations, and (iii) adjustments to determine the Book Value of any investment in an Acquired Subsidiary and related accounts on the “bank only” (unconsolidated) balance sheet of the Failed Bank based on the equity method of accounting, whether or not the Failed Bank used the equity method of accounting for investments in subsidiaries, except that the resulting amount cannot be less than the Acquired Subsidiary’s recorded equity as of Bank Closing as reflected on the Accounting Records of the Acquired Subsidiary. Any Loan purchased by the Assuming Institution pursuant to Section 3.1 which the Failed Bank charged off during the period beginning the day after the Bid Valuation Date to the date of Bank Closing shall be deemed not to be charged off for the purposes of the pro forma statement, and the purchase price shall be determined pursuant to Section 3.2.

  • Financial Statements; Pro Forma Balance Sheet; Projections On or prior to the Initial Borrowing Date, the Administrative Agent shall have received true and correct copies of the historical financial statements, the pro forma financial statements and the Projections referred to in Sections 8.05(a) and (d), which historical financial statements, pro forma financial statements and Projections shall be in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders.

  • Tangible Net Worth The Seller will not permit its tangible net worth, at any time, to be less than $10,000,000.

  • Closing Statement (a) At least five (5) business days prior to the Closing Date, the Company shall submit to Buyer a written statement of estimated Current Assets and Current Liabilities as of the last day of the month immediately preceding the Closing Date (the "Estimated Closing Statement") containing the Company's good faith estimate of the Net Working Capital Amount (the "Estimated Net Working Capital Amount"), which shall reflect the items required to be set forth in, and be prepared in a manner consistent with the preparation of, the Closing Statement, in each case in accordance with Section 4.6(b); provided, however, that for purposes of the Estimated Net Working Capital Amount, the parties hereto agree that 50% of the amount of Fuel Sensor Damages (x) actually expended by Parent or the Company from March 1, 2011 through the last day of the month immediately preceding the Closing Date and (y) accrued as current liabilities on the Estimated Closing Statement, shall be added as a credit to the estimated Net Working Capital Amount set forth on the Estimated Closing Statement. Commencing with the Company's delivery of the Estimated Closing Statement to Buyer, Buyer shall have reasonable access to the books and records and personnel of the Company and the opportunity to consult with the Company for purposes of confirming or disputing the Estimated Net Working Capital Amount. If Buyer shall disagree, in good faith, with any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount, then Buyer and the Company shall work, in good faith, to reach agreement on such disputed items and the amounts as agreed to by Buyer and the Company shall constitute the Estimated Net Working Capital Amount. Notwithstanding the foregoing, Buyer's agreement with the Estimated Net Working Capital Amount (or any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount) shall not foreclose, prevent, limit or preclude any rights or remedy of Buyer set forth in this Agreement. If the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be reduced by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount. If the Estimated Net Working Capital Amount is more than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be increased by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount.

  • Consolidated Net Worth Borrower will at the end of each fiscal quarter maintain Consolidated Net Worth in an amount of not less than the sum of (i) $625,000,000 plus (ii) fifty percent (50%) of the aggregate Consolidated Net Income, if positive, for the period beginning January 1, 2005 and ending on the last day of such fiscal quarter.

  • Total Liabilities to Tangible Net Worth Ratio Maintain a ratio of total liabilities to Tangible Net Worth of less than .80 to 1.0 as of the end of each fiscal quarter.

  • Minimum Consolidated Net Worth Permit the Consolidated Net Worth of the Company at the end of any fiscal quarter to be less than US$11,250,000,000 (“Minimum Amount”).

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