Closing Net Worth definition

Closing Net Worth means the Company's pro forma net worth as of a date selected by Provant as close as practicable to the Effective Time (but in no event more than thirty (30) days prior to the Effective Time), determined using the same principles and assumptions used by Provant in its preparation of its pro forma financial statements contained in the Registration Statement.

Closing Net Worth shall have the meaning specified in Section 2.9(a).

Closing Net Worth means Closing Stated Assets minus Closing Stated Liabilities.

Examples of Closing Net Worth in a sentence

• The construction phase of a water resources project, could lead to increased incidence of various water-borne and vector-borne diseases, if adequate precautions or control measures are not undertaken.The health risks specific to water resources projects emanate from congregation of labour at various construction sites.

• Without limiting the foregoing, and except as specifically reserved against in the Balance Sheet or in the calculation of the Closing Net Worth, the Company has no material liability or obligation of any nature, whether accrued, absolute, contingent, or otherwise, to any government entity for any adjustment or reimbursement of any amount previously paid to the Company by such entity under any agreement relating to the provision of any goods or services by the Company.

• The SPAR Parties shall use their reasonable best efforts to ensure that the Closing Net Worth (as such term is defined in Section 7.01) is not less than the Target Amount (as such term is defined in Section 7.01(b) hereof).

• The Company shall have an Adjusted Closing Net Worth equal to or greater than the Adjusted Base Net Worth.

• In making such calculation, the Accounting Referee shall consider only those items or amounts in the Closing Balance Sheet or the Parent’s calculation of Closing Net Worth as to which the Principal Shareholders have disagreed and rely only on the presentations of the Principal Shareholders and Parent rather than an independent review.

More Definitions of Closing Net Worth

Closing Net Worth means the Tangible Net Worth of the ----------------- Company as of the close of business on the Closing Date, as determined pursuant to Sections 2.04 through 2.12.

Closing Net Worth means, subject to the provisions of Section 2.9(c), (i) the Company's assets as of the Closing, less (ii) the Company's liabilities as of Closing, in each case as reflected on the Closing Date Balance Sheet.

Closing Net Worth means the Company's total assets minus the Company's total liabilities (including, without limitation, contingent liabilities under outstanding letters of credit issued for the account of the Company, any capitalized leases of the Company and accruals for all Taxes not yet payable with respect to any Pre-Closing Period) as reflected on the Closing Date Balance Sheet.

Closing Net Worth means the Net Worth of each of the Dexter Coatings Stock Companies and each of the Dexter Coatings Joint Venture Companies as of the Valuation Time, as computed in accordance with Section 4.03.

Closing Net Worth means the Net Worth of the Vapor Group on the Closing Balance Sheet; and

Closing Net Worth means the excess of the book value of the Purchased Assets over the book value of the Assumed Liabilities as reflected on the Closing Statement. The Closing Statement shall exclude: (i) all assets that in accordance with generally accepted accounting principles would be classified as intangible assets, including, without limitation, goodwill, patents, trademarks, deferred expenses and unamortized debt discount; (ii) all liabilities for which Buyer is indemnified pursuant to this Agreement and the receivable arising from such indemnification obligation; and (iii) the effect (including the Tax effect) of any act, event or transaction occurring after the Closing (but prior to the close of business on the Closing Date) and not in the ordinary course of business of the Business. For purposes of the Closing Statement, the amount of any accounts payable due to, or any accounts receivable due from, Buyer or its affiliates will be determined by agreement between Buyer and Seller, or absent such agreement, through arbitration. In auditing the Closing Statement, Buyer's independent accountant will follow generally accepted auditing standards and such other procedures as are customary including, as appropriate, conducting a physical inventory and verifying third party receivables and payables.

Closing Net Worth means the consolidated assets of the Group minus the consolidated liabilities of the Group as of the Closing Date excluding, however, for all purposes of such calculation all intercompany accounts and payables (whether reflected in either the asset or liability sections of the Closing Balance Sheet) (immediately prior to the Closing and without giving effect to Section 1.06 hereof), all determined in accordance with GAAP, and in a manner consistent with the preparation of the February 28, 1998 balance sheet included in the Financial Statements, but only to the extent not contrary to GAAP.