Final Closing Net Assets definition

Final Closing Net Assets has the meaning given such term in Section 2.5(b)(3) of this Agreement.

Final Closing Net Assets means the sum of (i) the Book Value of the Closing Date Portfolio Securities as of the Closing Date as set forth on the Final Closing Date Statement, (ii) any cash deposited in the Trust pursuant to Section 1.2(c) hereof and (iii) the Policy Loan Balance as set forth on the Final Closing Date Statement, which sum will be (x) increased by any amount paid by Seller pursuant to Section 1.3(d)(i) hereof or (y) decreased by the amount paid by Purchaser pursuant to Section 1.3(d)(ii) hereof.

Final Closing Net Assets means Closing Net Assets (i) as shown in Buyer Domestic’s calculation delivered pursuant to Section 3.04(a) if no notice of disagreement with respect thereto is duly delivered pursuant to Section 3.04(b); or (ii) if such a notice of disagreement is delivered, (A) as agreed by Buyer Domestic and Seller Parent pursuant to Section 3.04(c) or (B) in the absence of such agreement, as shown in the Accounting Referee’s calculation delivered pursuant to Section 3.04(c); provided that in no event shall Final Closing Net Assets be less than Buyer Domestic’s calculation of Closing Net Assets delivered pursuant to Section 3.04(a) or more than Seller Parent’s calculation of Closing Net Assets delivered pursuant to Section 3.04(b). “Base Net Assets” means $***. “Final Closing Santyl Inventory Amount” means Closing Santyl Inventory Amount (i) as shown in Buyer Domestic’s calculation delivered pursuant to Section 3.04(a) if no notice of disagreement with respect thereto is duly delivered pursuant to Section 3.04(b); or (ii) if such a notice of disagreement is delivered, (A) as agreed by Buyer Domestic and Seller Parent pursuant to Section 3.04(c) or (B) in the absence of such agreement, as shown in the Accounting Referee’s calculation delivered pursuant to Section 3.04(c); provided that in no event shall Final Closing Santyl Inventory Amount be less than Buyer Domestic’s calculation of Closing Santyl Inventory Amount delivered pursuant to Section 3.04(a) or more than Seller Parent’s calculation of Closing Santyl Inventory Amount delivered pursuant to Section 3.04(b). For the avoidance of doubt, in calculating Base Net Assets and Closing Santyl Inventory Amount, no reduction shall be made for any Santyl Inventory that is recalled as a result of the letter referred to in clause (i) of the definition of “Pending Regulatory Reviews” and any supplemental or related correspondence. “Base Santyl Inventory Amount” means $***.

Examples of Final Closing Net Assets in a sentence

• If Final Closing Net Assets is equal to or exceeds Base Net Assets and Final Closing Santyl Inventory Amount is equal to or exceeds Base Santyl Inventory Amount, then Healthpoint shall not pay any amount to Buyer Domestic pursuant to this Section 3.05.

• Seller shall pay the Seller Transaction Fees and Purchaser shall pay the Purchaser Transaction Fees; provided, however, that the Companies may pay the Seller Transaction Fees so long as such Seller Transaction Fees are either paid prior to Closing or included in the Final Closing Net Assets Statement.

• The Final Closing Net Assets Statement delivered by Buyer to the Seller Representative shall be conclusive and binding upon the parties unless the Seller Representative, within 30 days after delivery to the Seller Representative of the Final Closing Net Assets Statement, notifies the Buyer in writing that the Seller Representative disputes any of the amounts set forth therein, specifying the nature of the dispute and the basis therefor.

• The parties shall in good faith attempt to resolve any dispute and, if the parties so resolve all disputes, the Final Closing Net Assets Statement, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties.

• All work-in-process or accrued billing reflected in the Financial Statements and/or Final Closing Net Assets Statement has been performed pursuant to a written or oral customer order or contract therefor and shall become accounts receivable in due course, except to the extent that any such order or contract fails to become an account receivable, in whole or in part, due to any action or inaction of the Company after the Effective Time.

• The data mining module will run multiple algorithms (e.g. mean reversion) which can provide the users with the related indices and other metrics.

• The Final Closing Net Assets Acquired Statement shall be derived from the Final Balance Sheet and shall specifically describe the derivation from such Final Balance Sheet.

• Within ten days of the completion of the Closing Audit, Buyer shall provide SMC with written notice of any adjustments to the Final Closing Net Assets Acquired Statement provided to Buyer from SMC excluding issues relating to inventory valuation and including adjustments to the total amount of accounts receivable less accounts payable as reflected on the Final Balance Sheet ("Dispute Notice").

• Finkelhor (1987:354) broadly defines traumagenic dynamics as an experience that alters thechild’s cognitive or emotional orientation to the world and causes trauma by distorting the child’s self-concept, worldview, or affective capacities.

• SMC shall make its work papers and back up materials used in preparation of the Final Closing Net Assets Acquired Statement and the Final Balance Sheet available for review by Buyer and KPMG Peat Marwick.

More Definitions of Final Closing Net Assets

Final Closing Net Assets means Closing Net Assets (i) as shown in Buyer Domestic’s calculation delivered pursuant to Section 3.04(a) if no notice of disagreement with respect thereto is duly delivered pursuant to Section 3.04(b); or (ii) if such a notice of disagreement is delivered, (A) as agreed by Buyer Domestic and Seller Parent pursuant to Table of Contents

Final Closing Net Assets means the aggregate amount of Closing Net Assets, as finally determined pursuant to Section 2.10.

Final Closing Net Assets has the meaning given it in Section 2.5(d).

Final Closing Net Assets has the meaning set forth in Sections 3.2(c) and 3.2(e).

Final Closing Net Assets shall have the meaning set forth in Section 5.11(a) hereof.