Closing Net Operating Assets definition

Closing Net Operating Assets means the net operating assets of the Company and the Company Subsidiaries, as of 11:59 p.m., New York time, on the day immediately preceding the Closing Date (and assuming full completion of the Reorganization) as determined in accordance with the Calculation Principles, and which shall be (i) the sum of all operating assets of the Company and the Company Subsidiaries, including in each case Accounts Receivable (including current and non-current accounts), net of reserves, Inventory, net of reserves excluding the LIFO reserve, prepaid expenses and other current assets (excluding intercompany prepaids), other long-term operating assets and property, plant and equipment, but excluding Closing Cash, deferred Tax assets, income Tax receivables, any Accounts Receivable due or owing to any of the Company and/or Company Subsidiaries from ITW or any of its Affiliates (other than intercompany trade receivables arising in the ordinary course of the Business but only to the extent they are not eliminated prior to Closing) and goodwill and intangibles, minus (ii) the sum of all operating liabilities of the Company and the Company Subsidiaries, including in each case all Accounts Payable and accrued expenses, other non-current accrued liabilities and pension obligations for the Company Benefit Plans and Transferred Benefit Plans, but excluding any Closing Indebtedness, deferred Tax liabilities, income Tax payables, and any Accounts Payable or other obligations owed by any of the Company and/or Company Subsidiaries to ITW or any of its Affiliates (other than intercompany trade payables arising in the ordinary course of the Business to the extent they are not eliminated prior to Closing). For the avoidance of doubt, (x) operating assets shall not include any receivable of the Company or any Company Subsidiary under any Tax sharing, grouping or similar arrangement with ITW or any Non-Company Affiliate and (y) operating assets and operating liabilities shall include any intercompany trade payables and receivables due or owing to any of the Company and/or Company Subsidiaries from ITW or any of its Affiliates arising in the ordinary course of the Business to the extent they are not eliminated prior to the Closing.
Sample 1
Closing Net Operating Assets has the meaning set forth in Section 2.3(b).
Sample 1
Closing Net Operating Assets. Statement shall show: (i) the aggregate net book values of the Fixed Assets, the Inventory, the Cortland Real Estate, the Receivables, the Prepaid Assets, the Unisign Agreement and other assets of the Business being transferred to Buyer as of the Closing Date (the sum of such aggregate net book values hereinafter being referred to as the "Closing Assets Value"), and (ii) the aggregate book amounts of the Current Liabilities and the Selected Long-Term Liabilities as of the Closing Date (the sum of such aggregate book amounts hereinafter being referred to as the "Selected Liabilities"). The Closing Net Operating Assets Statement shall reflect all year end audit adjustments. Regardless of generally accepted accounting principles: (a) any reserves for excess or obsolete inventory carried in the book value of Inventory in the Closing Net Operating Assets Statement shall be the same dollar amount as such reserves carried on the books of the Business on September 30, 1999; (b) no depreciation or amortization will be charged against any of the Purchased Assets subsequent to September 30, 1999; and (c) no change shall be made in the amount of the LIFO reserve as of September 30, 1999. The Closing Net Operating Assets Statement shall also show the amount determined by subtracting the amount of the Selected Liabilities from the Closing Assets Value (the "Closing Net Operating Assets Value"). Such Closing Net Operating Assets Statement delivered at Closing shall be represented and warranted to Buyer by Seller as being prepared from the books and records of the Business in a manner consistent with the Interim Balance Sheet (with the exceptions noted in Section 2.03) and as being correct and accurate in all material respects.
Sample 1

Examples of Closing Net Operating Assets in a sentence

  • The Closing Net Operating Assets Statement shall reflect all year end audit adjustments.

  • Such Closing Net Operating Assets Statement delivered at Closing shall be represented and warranted to Buyer by Seller as being prepared from the books and records of the Business in a manner consistent with the Interim Balance Sheet (with the exceptions noted in Section 2.03) and as being correct and accurate in all material respects.

  • Within three (3) Business Days of the Closing Net Operating Assets Statement being deemed final, the Estimated Purchase Price shall be adjusted by the difference between (1) the Net Operating Assets reflected on the Closing Net Operating Assets Statement and (2) the Estimated Net Operating Assets.

  • The Closing Net Operating Assets Statement shall also show the amount determined by subtracting the amount of the Selected Liabilities from the Closing Assets Value (the "Closing Net Operating Assets Value").

  • The Buyer and the Seller acknowledge their having differences with respect to the Closing Net Operating Assets Statement delivered by the Buyer to the Seller on May 19, 1999, and disputed by the Seller in its letter to the Buyer, dated June 11, 1999 (the "Dispute Letter").

  • If such difference is negative, then the Seller shall, within three (3) Business Days of the Closing Net Operating Assets Statement being deemed final, pay such difference to the Buyer by wire transfer of immediately available funds to the account specified by the Buyer.

  • To the extent not taken into account in the Closing Net Operating Assets Statement, any real or personal property Taxes shall be pro-rated between the applicable Buyer Entities and the applicable Seller Entities based on where the Closing Date occurs in relationship to the period or periods covered by such Taxes.

  • Any reserves established for such workers compensation claims will not be a Purchased Asset or Assumed Liability and will not be reflected on the Closing Net Operating Assets Statement.

  • Without limiting the generality of the foregoing, any Excluded Assets that are not disposed of, and any Excluded Liabilities not satisfied, pursuant to this Section 6.3 will be included on the Closing Net Operating Assets Statement notwithstanding the fact that the categories of such Excluded Assets and Excluded Liabilities were not included on the Baseline Net Operating Assets Statement.

  • The Estimated Purchase Price, as so adjusted, is referred to herein as the "Purchase -------- Price." If such difference is positive, then the Buyer shall, within three (3) ----- Business Days of the Closing Net Operating Assets Statement being deemed final, pay such difference to the Seller by wire transfer of immediately available funds to the account specified by the Seller.


More Definitions of Closing Net Operating Assets

Closing Net Operating Assets means the net operating assets of the Business as shown on the Closing Net Operating Assets Statement before any adjustment to the Closing Net Operating Assets Statement pursuant to Section 2.5(c).
Sample 1
Closing Net Operating Assets means the Net Operating Assets of the Company as of the Closing Date based on the Closing Net Operating Assets Statement.
Sample 1

Related to Closing Net Operating Assets

  • Operating Assets means all merchandise inventories, furniture, fixtures and equipment (including all transportation and warehousing equipment but excluding office equipment and data processing equipment) owned or leased pursuant to Capital Leases by the Company or a Restricted Subsidiary.

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).

  • Closing Net Working Capital means the Net Working Capital as of the open of business on the Closing Date.

  • Net Operating Income With respect to any Mortgaged Property, for any Mortgagor’s fiscal year end, Net Operating Income will be calculated in accordance with the standard definition of “Net Operating Income” approved from time to time endorsed and put forth by CREFC®.

  • Net Operating Cash Flow means the net cash flow to the Partnership resulting from ownership and operation of the Partnership Property, plus any other items of income received in cash by the Partnership less (i) all debts and expenses paid in the operation of the Partnership, (ii) any reserves which the General Partners deem reasonably necessary for the operation of the Partnership or for the satisfaction of obligations of the Partnership pursuant to Section 8.6, and (iii) all proceeds which are (A) received by the Partnership from the Transfer of Partnership Property, and (B) used to purchase or reserved, as determined by the General Partners in furtherance of their fiduciary duties hereunder and under the Act, for the purchase of other Partnership Property.

  • Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).

  • Acquisition Assets With respect to an Acquisition, the aggregate net assets as of the effective date of such Acquisition of all Acquired Funds.

  • Operating Area means those areas on-shore in India in which company or its affiliated company may from time to time be entitled to execute such services/operations.

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).

  • net non-operating income means the difference between:

  • Midstream Assets means (i) assets used primarily for gathering, transmission, storage, processing or treatment of natural gas, natural gas liquids or other hydrocarbons or carbon dioxide and (ii) equity interests of any Person that has no substantial assets other than assets referred to in clause (i).

  • Consolidated Working Capital Adjustment means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.

  • Estimated Closing Indebtedness has the meaning set forth in Section 2.3(a).

  • Closing Working Capital means: (a) the Current Assets of the Company, less (b) the Current Liabilities of the Company, determined as of the close of business on the Closing Date.

  • After-Acquired Property means any property (other than Collateral or Excluded Property) that is acquired or otherwise owned by the Company or any Subsidiary after the Issue Date of a type that secures the Secured Obligations.

  • Closing Date Working Capital has the meaning specified in Section 2.3(b).

  • Target Business Acquisition Period means the period commencing from the effectiveness of the registration statement filed with the SEC in connection with the Company's IPO up to and including the first to occur of (i) a Business Combination; or (ii) the Termination Date.

  • Adjusted Net Operating Income or “Adjusted NOI” means, for any period, the Net Operating Income of the applicable Hotel Properties for such period, subject to the following adjustments:

  • Operating Property means any property owned, leased, or operated by the Party in question or by any of its Subsidiaries or in which such Party or Subsidiary holds a security interest or other interest (including an interest in a fiduciary capacity), and, where required by the context, includes the owner or operator of such property, but only with respect to such property.

  • Consolidated Assets means, at a particular date, all amounts which would be included under total assets on a consolidated balance sheet of the Company and its Subsidiaries as at such date, determined in accordance with GAAP.

  • Net Working Capital Target means $0.00.

  • Total Consolidated Assets means, as of any date, the total assets appearing on the most recently prepared consolidated balance sheet of the Borrower and its Restricted Subsidiaries as of the end of the most recent fiscal quarter of the Borrower and its Restricted Subsidiaries for which such balance sheet has been provided in accordance with Section 4.01(xvii) or Section 6.01(a) or (b) (as applicable), prepared in accordance with GAAP.

  • Operating Cash Flow means the Company’s or a business unit’s sum of Net Income plus depreciation and amortization less capital expenditures plus changes in working capital comprised of accounts receivable, inventories, other current assets, trade accounts payable, accrued expenses, product warranty, advance payments from customers and long-term accrued expenses, determined in accordance with generally acceptable accounting principles.

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.

  • Final Closing Working Capital has the meaning set forth in Section 2.5(d).

  • Contributors means any organization(s), entity(ies) and/or individual(s) providing technology and/or patent rights related to the ATCC Material, or original material to ATCC for deposit.