Actual Net Equity definition

Actual Net Equity means the Company's total assets less total liabilities (for purposes of this definition, total assets and total liabilities shall be determined in conformity with GAAP and in a manner consistent with that used to prepare the Financial Statements (as defined below)). No later than the Closing Date (as defined below), the Company shall prepare and deliver to Buyer a balance sheet (the "Closing Balance Sheet"), prepared in conformity with GAAP and in a manner consistent with that used to prepare the Financial Statements (as defined in Section 3.6). Schedule 2.2.2(b) sets forth a complete and accurate list of all material accounts receivable and accounts payable of Seller as of the date of the Closing Balance Sheet, and the Shareholders and the Company hereby jointly and severally represent and warrant that each such account receivable and payable is valid, enforceable and represents amounts due for services performed or sales actually made in the ordinary course of business and properly reflect the amounts due or payable.
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Actual Net Equity means Seller's total assets less Seller's total liabilities (for purposes of this definition, Seller's total liabilities shall exclude redeemable preferred stock), determined in conformity with United States generally accepted accounting principles ("GAAP") and in a manner consistent with that used to prepare the Seller Financial Statements (as defined in Section 2.7). It is expressly acknowledged that the fees of Vrolyk & Co., as well as all fees of Seller in connection with this transaction, shall be included in the determination of Actual Net Equity. No later than two (2) business days prior to the Closing Date, Seller shall prepare and deliver to Buyer (i) a balance sheet dated as of June 30, 1998, prepared in a manner consistent with that used to prepare the Seller Financial Statements and audited by KPMG Peat Marwick LLP and (ii) a balance sheet dated as of two (2) days prior to the Closing Date, prepared in a manner consistent with that used to prepare the Seller Financial Statements (the "Closing Balance Sheet").
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Actual Net Equity means the consolidated net equity of the Company and its subsidiaries (the "COMPANIES") according to US GAAP as per December 31, 2002. The Company will in its Financial Statements as defined in Section 4.4 provide for a general provision of at least CHF 800,000.00 (in words: Swiss Francs eight hundred thousand) covering (among other claims and risks) claims from Mepomuk Software GmbH against the Company and tax claims and risks (without subdividing or allocating the provision to specific claims and risks).
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Examples of Actual Net Equity in a sentence

  • Additionally, if the Actual Net Equity are greater than the Estimated Net Equity, the Purchaser shall pay to the Seller, within two (2) business days after the determination of the Actual Net Equity, the amount of such excess by wire transfer or delivery of other immediately available funds.

  • If the Actual Net Equity is greater than $845,078, the Purchaser shall pay to the Representative (on behalf of the Sellers), within two (2) business days after the determination of the Actual Net Equity, the amount by which the Actual Net Equity exceeds $845,078 by wire transfer or delivery of other immediately available funds.

  • The Parties then shall redetermine whether such revised Actual Net Equity would have had lead to a Share Price Adjustment under Section 2.3 paragraphs 1 and 2 (i.e., reflecting the "Freigrenze", but disregarding the maximum amount).

  • The Sellers shall pay to the Purchaser within fifteen (15) days of the date on which Taxes are paid with respect to such periods an amount equal to the portion of such Taxes which relates to the portion of such Taxable period ending on the Closing Date to the extent the amounts of such Taxes are not utilized in determining the Actual Net Equity.

  • Any amount payable pursuant to Section 2.4 shall be paid (with interest from the Closing Date through the date of payment at a rate equal to the “prime rate” of interest on the Closing Date as announced by the Wall Street Journal) by the applicable party, by wire transfer of immediately available funds within five (5) Business Days following the final determination of the Actual Net Debt Amount and the Actual Net Equity Amount.

  • On the 90th day after the Closing Date (or such later date as the Actual Net Equity is as finally determined pursuant to Section 2.3(a) above), the Escrow Agent shall pay to the Representative (on behalf of the Sellers) an amount equal to the amount of funds in the Holdback Escrow Account, if any, remaining after all amounts owing to the Purchaser pursuant to Section 2.3 have been satisfied.

  • The Sellers shall reimburse the Purchaser for Taxes of the Company with respect to such periods within fifteen (15) days of payment by the Purchaser or the Company of such Taxes to the extent the amounts of such Taxes are not utilized in determining the Actual Net Equity.

  • Within 30 days after delivery of the 2008 Financial Statements, the Company shall deliver to Purchaser a statement setting forth the proposed calculations (the “Proposed Calculations”) of Actual 2008 EBITDA, Net Debt, Actual Net Equity Value and the Actual Purchased Interest Value, accompanied by materials showing in reasonable detail Seller’s support for the Proposed Calculations.

  • Additionally, if the Actual Net Equity is greater than $3,473,000, the Purchaser shall pay to the Sellers, within two (2) business days after the determination of the Actual Net Equity, the amount of such excess by wire transfer or delivery of other immediately available funds.

  • Additionally, if the Actual Net Equity is greater than $34,129,000, the Purchaser shall pay to the Representative for the account of the Sellers, within two (2) business days after the determination of the Actual Net Equity, the amount of such excess by wire transfer or delivery of other immediately available funds.


More Definitions of Actual Net Equity

Actual Net Equity means the Company's total assets less total liabilities (for purposes of this definition, total assets and total liabilities shall be determined in conformity with GAAP and in a manner consistent with that used to prepare the Financial Statements (as defined below)). No later than two (2) days prior to the Closing Date (as defined below), the Company shall prepare and deliver to Buyer a balance sheet dated as of two (2) days prior to the Closing Date, prepared in conformity with GAAP and in a manner consistent with that used to prepare the Financial Statements (the "Closing Balance Sheet"). It is the intent of the parties that all liabilities of the Company, including, but not limited to payroll, accrued vacation, employee benefits, and all accounts payable, will be satisfied by the Company and the Members prior to Closing, and that all remaining cash of the Company, if any, will be distributed to the Members, such that the Actual Net Equity of the Company at Closing, and as reflected on the Closing Balance Sheet, is equal to zero (0). However, in the event that Buyer shall dispute the Closing Balance Sheet, Buyer may, within sixty (60) days after the Closing Date, engage a firm of certified public accountants (the "Independent Expert") selected by Buyer to audit the Company. The costs and expenses of such Independent Expert shall be borne by Buyer; provided, however, that should the Independent Expert determine that there exists a discrepancy between the Closing Balance Sheet and the Final Balance Sheet (as defined below) in excess of $10,000, the costs of such audit shall be borne by the Members, such costs to be paid by the Members in accordance with Section 2.2.2(c). The Independent Expert shall perform an audit of the Closing Balance Sheet and shall deliver its findings (the "Final Balance Sheet") to Buyer and the Members no later than sixty (60) days following appointment. The decision of the Independent Expert shall be final and binding upon the parties.
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