Base Net Assets definition

Base Net Assets means $***. “Final Closing Santyl Inventory Amount” means Closing Santyl Inventory Amount (i) as shown in Buyer Domestic’s calculation delivered pursuant to Section 3.04(a) if no notice of disagreement with respect thereto is duly delivered pursuant to Section 3.04(b); or (ii) if such a notice of disagreement is delivered, (A) as agreed by Buyer Domestic and Seller Parent pursuant to Section 3.04(c) or (B) in the absence of such agreement, as shown in the Accounting Referee’s calculation delivered pursuant to Section 3.04(c); provided that in no event shall Final Closing Santyl Inventory Amount be less than Buyer Domestic’s calculation of Closing Santyl Inventory Amount delivered pursuant to Section 3.04(a) or more than Seller Parent’s calculation of Closing Santyl Inventory Amount delivered pursuant to Section 3.04(b). For the avoidance of doubt, in calculating Base Net Assets and Closing Santyl Inventory Amount, no reduction shall be made for any Santyl Inventory that is recalled as a result of the letter referred to in clause (i) of the definition of “Pending Regulatory Reviews” and any supplemental or related correspondence. “Base Santyl Inventory Amount” means $***.

Base Net Assets means $25,288,000.

Base Net Assets means $7,761,170, which amount represents the total current assets (excluding the Excluded Assets) minus the total current liabilities (excluding the Excluded Liabilities) of the Business as determined by reference to SCHEDULE 1.0(a). {OMITTED TEXT}*

Examples of Base Net Assets in a sentence

• If Final Closing Net Assets is equal to or exceeds Base Net Assets and Final Closing Santyl Inventory Amount is equal to or exceeds Base Santyl Inventory Amount, then Healthpoint shall not pay any amount to Buyer Domestic pursuant to this Section 3.05.

• If the Closing Date Net Assets are greater than the Base Net Assets, then the Purchase Price shall be increased by the difference.

• Upon the lapse of the Notice Period, the Base Net Assets shall be deemed to correspond to the Reduced Amount, unless the Lender has terminated this Agreement in accordance with the provisions of this Agreement and notified the respective German Company thereof before the lapse of such Notice Period.

• Since December 31, 2003 until the date hereof, there have been no other liabilities of such nature described in the preceding sentence except those (a) liabilities fully and adequately reflected or reserved against on the Base Net Asset Statement and other liabilities of such nature arising in the ordinary course of business consistent with past practice since the date of such Base Net Assets Statement, and (b) liabilities under, or incurred in connection with, this Agreement.

• Indebtedness and other liabilities incurred in violation of the provisions of this Indenture shall be disregarded, and provided further that the relevant German Subsidiary Guarantor shall for the purposes of the determination of the Base Net Assets and the Current Net Assets dispose of all assets where the relevant assets are shown in the balance sheet of the German Subsidiary Guarantor with a book value (Buchwert) which is significantly lower than the market value of such assets.

More Definitions of Base Net Assets

Base Net Assets shall be an amount equal to three hundred twenty-six million dollars ($326,000,000).

Base Net Assets has the meaning given such term in Section 2.4; (k) "BCABC" means the Business Corporations Act (British Columbia); (l) "Benefit Program or Agreement" means each personnel policy, plan, program, arrangement or understanding (whether funded or not) which provides benefits to any present or former employee of an ESE, including any stock option plan, stock purchase plan, stock appreciation rights plan, phantom stock plan, collective bargaining agreement, bonus plan or arrangement, profit sharing plan, incentive award plan or arrangement, vacation policy, severance pay plan, policy or agreement, deferred compensation agreement or arrangement, executive compensation or supplemental income arrangement, consulting agreement, employment agreement, disability, medical, dental, hospitalization and death benefit insurance plan, and the terms "Benefit Programs or Agreements" means more than one of the foregoing; (m) "Business" means the business heretofore and currently carried on by ESE, which includes, without limitation, the business of designing and installing conventional geo-exchange heating systems in residential and commercial properties where heat is extracted from the earth through a ground based fluid loop system with the fluid circulated though the loop by a pump to a heat pump or exchanger, which in turn circulates the heat through the building; (n) "Business Day" means a day other than a Saturday, Sunday or day on which the chartered banks are closed in the City of Vancouver; (o) "Canadian Securities Legislation" means the securities legislation and the regulations thereto applicable in each of the provinces and territories of Canada and the rules, blanket decisions, orders and published policy statements of the securities commissions in such provinces and territories; (p) "Callon" has the meaning given xxxx term in the initial recital of the parties to this Agreement; (q) "Certificate" has the meaning ascribed to it in subsection 2.4(f) herein; (r) "Charter Documents" means charter documents of a corporate entity, including without limitation the Articles (as that term is defined in the legislation pursuant to which a particular provincial or Canadian federally corporation was incorporated or equivalent organizational documents), Notice of Articles, Articles and by-laws; (s) "Closing Date" means a date which is the later of (a) ten (10) Business Days after the date the Vendors and Principals deliver to the Purchaser the Audited Financial Statements; or ...

Base Net Assets means, he Net Assets of the Company as of July 31, 2010, which was Sixteen Million Seven Thousand Fifteen Dollars ($16,007,015).

Base Net Assets. Section 2.6.3.1 “Basket” Section 9.2.3

Base Net Assets is defined in Section 2.12(a).

Base Net Assets means Two Million Three Hundred Forty-Six Thousand Four Hundred Thirty Dollars ($2,346,430).

Base Net Assets means net assets attributable to the Fund's outstanding common stock and senior securities within the meaning of Section 18 of the 1940 Act. Base Net Assets shall include the liquidation preference and principal amount attributable to the Fund's senior securities but not accrued interest and dividends relating to such securities.