Final Tangible Net Worth definition
Examples of Final Tangible Net Worth in a sentence
If Final Tangible Net Worth exceeds Base Tangible Net Worth, Buyer shall pay to Seller, in the manner and with interest as provided in Section 2.04(b) , the amount of such excess.
If Base Tangible Net Worth exceeds Final Tangible Net Worth, Seller shall pay to Buyer, as an adjustment to the Purchase Price, in the manner and with interest as provided in Section 2.04(b), the amount of such excess.
In the event that the Estimated Tangible Net Worth as of the Closing Date is used to calculate the Uncollected Amount, any amounts included in the calculation of the Uncollected Amount shall not be permitted to be used to reduce the corresponding line item in the Final Tangible Net Worth.
The Purchase Price will be adjusted as of the Closing (without duplication for amounts included in the Final Tangible Net Worth) for: (i) real estate taxes with respect to the Owned Real Property, prorated as of the Closing Date; (ii)water and sewer service charges, if any, and charges for gas, electricity, telephone and all other public utilities, prorated as of the Closing Date; and (iii) prepaid and accrued expenses under the Business Contracts, Real Property Leases and Personal Property Leases.
In the event that the Sellers’ Representative does not deliver to ▇▇▇▇▇ Brothers a written dispute notice within ten (10) Business Days following its receipt of the Final Closing Date Balance Sheet, as set forth above, then the Sellers’ Representative shall be deemed to have agreed to the calculation of the Final Tangible Net Worth based on the Final Closing Date Balance Sheet, and payment shall be made in accordance with Section 2.4(c).
Notwithstanding the provisions set forth in Section 1.4(b)(vi), if the Company is the non-prevailing party and its asserted position was higher by 10% or more of the Final Tangible Net Worth as determined by the Accounting Referee, the Company will pay all of the fees and expenses of the Accounting Referee and any arbitrators appointed to resolve disputes under this Section 1.4(b).
Deliveries of cash pursuant to this Section 2.4 shall be made within three (3) Business Days after the Final Tangible Net Worth has been determined in accordance with this Section 2.4.
If the Sellers are the non-prevailing party and their asserted position was higher by 10% or more of the Final Tangible Net Worth as determined by the Accounting Referee, the Sellers will pay all of the fees and expenses of the Accounting Referee.
In the event the Final Tangible Net Worth is greater than the Estimated Tangible Net Worth, or the Final Current Inventory Adjustment Amount is less than the Estimated Current Inventory Adjustment Amount, the Acquirer shall pay the aggregate difference to the Sellers; provided, however, that in no event shall the total of the Closing Payment plus any additional amounts paid by Acquirer under this Section 1.7(a)(vi) exceed Forty Million Five Hundred Thousand Dollars ($40,500,000).
Seller shall, and shall cause its independent accountants to, cooperate and assist, to the extent requested by Buyer and/or its independent accountants, in the preparation of the Audited Balance Sheet and the calculation of the Final Tangible Net Worth, including, without limitation, by making available to the extent necessary books, records, work papers and personnel.