Closing Net Tangible Assets definition

Closing Net Tangible Assets means total tangible assets minus total liabilities of the Company and the Subsidiaries as of the Closing Date as shown on the Closing Statement of Net Tangible Assets, determined as set forth in this Section 2.04(a).

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Closing Net Tangible Assets means the amount of the Net Tangible Assets of the Acquired Companies as of immediately prior to the Closing; provided that Closing Net Tangible Assets shall not include (i) any amount expressly included in the definition of Closing Cash, (ii) any amount expressly included in the definition of Closing Indebtedness, (iii) any Excluded Asset, (iv) any Excluded Liability, (v) any Excluded Tax, (vi) any Restructuring Costs, (vii) any Transaction Expenses, (viii) the amount of any retention or stay bonuses granted by Parent or any of its Subsidiaries from the Retention Reserve Amount after the date hereof in accordance with ‎Section 1.01(a)(i) of the Parent Disclosure Schedule, or (ix) any liabilities, obligations or indebtedness under the ABL Debt Facility.

Closing Net Tangible Assets means the combined stockholder's equity of the Companies and the Subsidiaries as shown on the Closing Balance Sheet, with the following adjustments: (i) less, to the extent included in the Closing Balance Sheet, all assets that in accordance with the Accounting Principles would be classified as intangible assets, including, without limitation, goodwill, patents, trademarks, deferred expenses and unamortized debt discount and (ii) excluding (A) the effect (including the Tax effect) of the purchase of the Shares and any act, event or transaction occurring after the Closing and not in the ordinary course of business of the Companies and the Subsidiaries, (B) any current or deferred income tax assets or liabilities, (C) any liabilities indemnified by Seller (whether or not Buyer is responsible for a portion thereof), (D) except as would be required of Seller by generally accepted accounting principles, any write up or write down of assets from their historic depreciated or amortized carrying cost to reflect any higher or lower market value and (E) the balance in single interest retention.

Examples of Closing Net Tangible Assets in a sentence

If Final Net Tangible Assets exceeds Estimated Closing Net Tangible Assets, the Company shall pay to Seller (or Limited Brands), in the manner and with interest as provided in Section 2.05(b), the amount of such excess.
If Base Net Tangible Assets exceed Estimated Closing Net Tangible Assets, Seller (or Limited Brands) shall pay to the Company the amount of such excess prior to Closing.
Not less than five Business Days prior to the Closing Date, Seller shall deliver to Buyer a certificate (the “Estimate Certificate”) of an executive officer of Seller setting forth Seller’s good faith estimate of the amount of Closing Net Tangible Assets (the “Estimated Closing Net Tangible Assets”).
Immediately prior to the Closing, Seller shall cause any and all intercompany accounts of any kind or nature whatsoever (other than intercompany accounts arising out of ordinary course commercial dealings of the business of the Company and its Subsidiaries which will be reflected in the Closing Net Tangible Assets determination), between Seller and any of its Affiliates, on the one hand, and the Company and its Subsidiaries on the other, to be collected, paid, eliminated or otherwise settled.
If Estimated Closing Net Tangible Assets exceed Base Net Tangible Assets, the Company shall pay to Seller (or Limited Brands) the amount of such excess prior to Closing.
Nothing in this Section 2.07 or in Appendix 2.04(a) shall modify in any respect the procedures set forth in Section 2.03 with respect to the calculation of Estimated Closing Net Tangible Assets.
The determination of the Closing Net Tangible Assets shall be made by applying the principles, policies and practices used in connection with the preparation of the relevant portions of the Balance Sheet so long as they are in accordance with GAAP, but shall be subject to the adjustments and clarifications set forth in Appendix 2.04(a).
It is understood and agreed that the establishment of $141,000,000 as the amount of Base Net Tangible Assets (i) was a negotiated result to establish the base from which any adjustment to the Purchase Price is to be calculated, (ii) differs from the amount that would be calculated simply by adding the amounts shown on the Base Statement of Net Tangible Assets included in Appendix 2.03(a) and, therefore, (iii) will not influence or affect in any respect the calculation of Closing Net Tangible Assets.
The “Equity Value” is an amount equal to (i) $1,168,000,000.00, plus (ii) the amount, if any, by which the Closing Net Tangible Assets exceeds the Base Net Tangible Assets (which amount is a positive number), minus (iii) the amount, if any, by which the Base Net Tangible Assets exceeds the Closing Net Tangible Assets (which amount is a positive number), plus (iv) Closing Cash, minus (v) Closing Indebtedness, minus (vi) the Retention Reserve Amount.
Closing Net Tangible Assets...................................................................

More Definitions of Closing Net Tangible Assets

Closing Net Tangible Assets has the meaning has the meaning specified in Section 2.06(b)(i) of this Agreement.