CLOSING NET definition

CLOSING NET. DEBT shall have the meaning given to it in Section 6.18. CLOSING STATEMENT shall have the meaning given to it in Section 6.18.

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CLOSING NET. Worth As defined in Section 2.3(F) of the Purchase Agreement. Company Wells Electronics, Inc. Company Subsidiaries As def▇▇▇▇ in Section 3.2(B) of the Purchase Agreement. APPENDIX A DOCUMENTS TO BE DELIVERED BY SELLER AT CLOSING (continued) Default An occurrence which constitutes a breach or default under a contract, order, or other commitment, after the expiration of any grace period provided without cure. Defending Party As defined in Section 8.3(B) of the Purchase Agreement.

Examples of CLOSING NET in a sentence

• Not less than three Business Days prior to the Closing Date, the Seller shall deliver a notice (the "PURCHASE PRICE NOTICE") to the Purchaser that sets forth (i) the Seller's good faith estimate of the Closing Net Assets (the "ESTIMATED CLOSING NET ASSETS") and (ii) the calculation of the Closing Net Assets Adjustment Amount and the portion of the Purchase Price payable at Closing pursuant to Section 2.05(a).

• For purposes hereof, "WORKING CAPITAL ASSETS" shall mean the current assets of the Company, excluding cash and short term investments; "WORKING CAPITAL LIABILITIES" shall mean the current liabilities of the Company; and "CLOSING NET WORKING CAPITAL AMOUNT" shall mean the excess (or deficiency) of Working Capital Assets over Working Capital Liabilities as of the close of business on the Closing Date.

• The Closing Date Balance Sheet, as amended finally by the parties, and, if necessary, by the Accounting Expert, is referred to herein as the "FINAL CLOSING DATE BALANCE SHEET" (and the resultant Closing Net Working Capital as reflected in and calculated from such Final Closing Date Balance Sheet is referred to herein as the "FINAL CLOSING NET WORKING CAPITAL") and shall become binding upon Seller, its Affiliates and Purchaser for purposes of the post-closing adjustments set forth in this SECTION 1.4.

• After the Closing, Buyer shall prepare a statement (the "CLOSING STATEMENT") of Net Working Capital as of the close of business on the Closing Date (the "CLOSING NET WORKING CAPITAL").

• The term "CLOSING NET WORKING CAPITAL" shall mean the Net Working Capital calculated as of Closing.

• The Net Current Assets Closing Accounts will show ISC's estimate of the value of each Net Current Assets category as at the Closing Date (the "CLOSING NET CURRENT ASSET AMOUNT").

• The Closing Certificate shall also include a determination of purchased net assets of the Company (the "CLOSING NET ASSETS"), which Closing Net Assets shall be equal to the Purchased Assets minus the Assumed Liabilities.

• The "ADJUSTMENT AMOUNT" shall be the amount, if any, by which, subject to Section 2.9, the Net Worth as of the close of business on May 8, 2005 (the "CLOSING NET WORTH") is more negative than negative $50.154 million, as shown on the Closing Balance Sheet prepared in accordance with Section 2.6. In the event the Closing Net Worth is equal to or less negative than negative $50.154 million, the Adjustment Amount shall be zero.

• Not later than five (5) Business Days prior to the Closing, Parent shall deliver to Purchaser its good faith estimate of the Net Working Capital of the Companies and their consolidated Subsidiaries as of the Closing Date (the "ESTIMATED CLOSING NET WORKING CAPITAL") and its good faith estimate of the Capital Expenditure Adjustment Amount (the "ESTIMATED CAPITAL EXPENDITURE ADJUSTMENT AMOUNT"), together with a reasonably detailed explanation of the calculation thereof.

• If the Estimated Closing Net Working Capital is negative (less than zero) (the "BASE CLOSING NET WORKING CAPITAL"), the Purchase Price shall be reduced dollar-for-dollar as described in Section 1.2(a)(ii).