Closing Date Net Asset Value definition

Closing Date Net Asset Value as defined in Section 3.2 hereof.

Closing Date Net Asset Value means the amount by which the total assets of the Company and the Company Subsidiaries on a consolidated basis exceeds the total liabilities of the Company and the Company Subsidiaries on a consolidated basis, in each case as derived from the Closing Date Balance Sheet.

Closing Date Net Asset Value is as set forth on Exhibit A hereto as of the Effective Date, subject to updating such Exhibit A in connection with the Closing in accordance with the requirements of Section 6.14.

Examples of Closing Date Net Asset Value in a sentence

• The net asset value of the Borrower most recently calculated prior to the Borrowing Date shall be greater than the Closing Date Net Asset Value times forty (40%) per cent.

• The Seller shall also make available to the Buyer copies of all work papers and other documents and data as were used to prepare the Closing Date Balance Sheet (and any items therein) and the Closing Date Net Asset Value calculation.

• The Purchaser shall have the right to review and comment on such updated calculation of the Closing Date Net Asset Value, and, upon the mutual agreement of the Company and the Purchaser regarding such updated calculation of the Closing Date Net Asset Value, such updated calculation shall be substituted on Exhibit A for the calculation of the Closing Date Net Asset Value that is set forth on Exhibit A hereto as of the Effective Date.

• The decision of the Independent Accountant shall also include a certificate (the "SETTLEMENT AMOUNT CERTIFICATE") of the Independent Accountant setting forth the final amount of the Closing Date Net Asset Value and the amount, if any, by which the second installment of the Purchase Price payable six months after the Closing shall be increased or reduced.

• If the Closing Date Net Asset Value as shown on the Closing Date Net Asset Value Statement is less than $304,950, then the Purchase Price shall be decreased by an amount equal to the difference obtained by subtracting the amount of the Closing Date Net Asset Value from $304,950.

More Definitions of Closing Date Net Asset Value

Closing Date Net Asset Value means the book value of the Purchased Assets (excluding any value attributed to intangibles that were not on the balance sheet for the Business as of March 31, 1997 referred to in Section 2.3) minus the book value of the Assumed Obligations (not including any liabilities or obligations under the Retention Plan), in each case as carried on Seller's books of account in accordance with GAAP consistently applied (provided that in the event of any conflict between those principles required under GAAP and those principles required for consistency, the principles required under GAAP shall control) as of the Closing Date.

Closing Date Net Asset Value means (x) the total Current Assets shown on the Closing Date Working Capital Statement, minus (y) the total Current Liabilities shown on the Closing Date Working Capital Statement.

Closing Date Net Asset Value or “NAV” means the difference, as of 11:59 p.m., New York, New York time, on the Closing Date, between (a) the sum of the cash, accounts receivable, inventory, prepaids, equipment, royalty advance, and prepublication costs (at a 25% discount) which are included in Acquired Assets, as reflected on the Closing Date Balance Sheet, less (b) the sum of all of the Assumed Liabilities, as reflected on the Closing Date Balance Sheet, less (c) $225,000, as determined in accordance with Section 4.2(b).

Closing Date Net Asset Value has the meaning set forth in Section 2(b)(iii) below.

Closing Date Net Asset Value means the Net Asset Value, as of 11:59 p.m., New York City time, on the Closing Date.

Closing Date Net Asset Value means Espotting's consolidated net assets as of the Closing Date, determined in accordance with U.S. generally accepted accounting principles applied in a manner consistent with the preparation of the Espotting Audited Consolidated Financial Statements and the pro forma financials submitted to the Commission (as defined in Section 2.5(f)) along with the Registration Statement (as defined in Section 3.7(b)), excluding (i) the value of any Loan Notes or C Loan Notes (as defined in Section 4.4) that have been converted into Espotting Common Stock on or before the Effective Time, (ii) all charges relating to the acceleration of the vesting of any European Options (as defined in Section 2.5(a)) or EMI Options (as defined in Section 2.5(b)) pursuant to Section 2.5, and (iii) any deferred tax assets. The Adjustment Amount shall be determined according to the following formula: A = B + C - D, where A = Adjustment Amount B = Espotting's Closing Date Net Asset Value C = US$1,500,000 + 50% of Espotting's investment banking costs related to the Merger (not to exceed $850,000) D = The aggregate amount of principal and interest owed by Espotting to FindWhat as of the Effective Time.

Closing Date Net Asset Value means the Net Asset Value, as of 12:01 a.m., San Diego time, on the Closing Date.