Net Cash Assets definition

Net Cash Assets means, as of the Closing Date, the book value of (a) the current assets of the Transferred Companies and the current assets included within the Purchased Assets (consisting in all cases solely of the balance sheet line item accounts specified on the Sample NCA Statement set forth on Exhibit D (the "Sample NCA Statement")) less (b) short and long-term deferred revenue (at gross value) related to the Purchased Assets plus the Inventory Conversion Cost (as defined in Section 7.16) plus all liabilities of the Transferred Companies, including, without limitation, short and long-term deferred revenue (at gross value) and accrued vacation costs but excluding “right of use” liability for operating leases.
View Source
Net Cash Assets has the meaning set forth in Section 1.2.
View Source
Net Cash Assets means an amount equal to: (A) (i) Company’s total cash and cash equivalents plus (ii) total net accounts receivable outstanding for no more than 60 days (90 days in the case of customers set forth on Part 1.1-NCA of the Company Disclosure Letter) which would be required to be set forth on the face of a balance sheet of the Company prepared in accordance with GAAP (for the avoidance of doubt, with respect to the reserve for accounts receivable, only that portion of such reserve that is attributable to accounts receivable outstanding for no more than 60 days (90 days in the case of customers set forth on Part 1.1-NCA of the Company Disclosure Letter) shall be included in the calculation of net accounts receivable) plus (iii) prepaid expenses of Company which would be required to be set forth on the balance sheet of Company prepared in accordance with GAAP; less (B) accounts payable and all other liabilities (other than Company Debt and deferred revenue) of the Company which would be required to be set forth on the face of a balance sheet of the Company prepared in accordance with GAAP, including (1) any liabilities for Company Severance Payments and (2) any liabilities for Merger Expenses.
View Source

Examples of Net Cash Assets in a sentence

  • The Basket and De Minimis Basket limitations of Section 12.4 do not apply to adjustments contemplated in Sections 3.3 or 3.4 of this Agreement for Net Cash Assets, Net Accounts Receivable and Net Inventory.

  • The Parent’s Net Cash Assets are as reflected on the Parent Disclosure Schedule.

  • The total Amount of Net Cash Assets on the Closing Date shall be mutually agreed to by the Buyer and ▇▇▇▇ ▇▇▇▇▇.

  • If Novoste and ONI resolve their disagreements over the disputed items within such 10 business days, the amount of the Novoste Net Cash Assets, the number of Total Consideration Shares, the Common Stock Exchange Ratio and the Series A Exchange Ratio to which Novoste and ONI shall agree in writing, shall be the final and binding upon Novoste and ONI, and the Determination Date Update shall be modified to reflect such resolution and shall constitute the Final Calculation Statement.

  • In the event that the Merger is consummated pursuant to this Agreement, the principal amount and accrued interest on such Loan shall be included in the calculation of CTP's Net Cash Assets.

  • Parent shall have received a certificate, signed on behalf of Company by the Chief Executive Officer or Chief Financial Officer of Company, that the information with respect to the Current Maintenance Run Rate, Final Maintenance Run Rate, Final Net Cash Assets, Fully-Diluted Company Common Stock, Fully-Diluted Company Series F Stock, Merger Expenses and Projected Net Cash Assets (as of the Closing Date) is accurate and complete in all material respects.

  • Absent a manifest error, the Determination Date Update, the Determination Date Worksheet and the Determination Date Calculations (including, without limitation, the amount of the Novoste Net Cash Assets, the number of Total Consideration Shares, the Common Stock Exchange Ratio and the Series A Exchange Ratio set forth therein), shall be binding upon Novoste.

  • Net Cash Assets shall be equal to or greater than sixty thousand and no/100 dollars ($60,000) on the Closing Date.

  • CTP's Net Cash Assets (assuming for purposes of such calculation that the Closing Date is the date hereof and that the estimates of pending litigations and other claims and contingent liabilities and costs to wind down CTP's business set forth on the Worksheet are reasonable) are as reflected on the Worksheet.

  • The Final Net Cash Assets shall not be more than $650,000 less than the Projected Net Cash Assets.