Net Operating Assets definition

Net Operating Assets means the amount by which the sum of (i) Trade Receivables Net, (ii) Inventories Net, (iii) Other Current Assets and (iv) Property, Plant & Equipment (before Accumulated Depreciation) exceeds the sum of (A) Trade Payables, (B) Other Accounts Payable, (C) Accrued Income Taxes-State, and (D) Other Accrued Expenses as set forth on the Closing Balance Sheet.

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Net Operating Assets means the difference (whether positive or negative) of (a) the total combined operating assets of the IPG Entities, including accounts receivable, inventory, property, plant and equipment and prepaid and other assets, minus (b) the total combined operating liabilities of the IPG Entities, including accounts payable and other accrued liabilities, in each case, calculated as of 12:01 a.m. (local time in each jurisdiction where such calculation must be made) on Closing Date, as determined in accordance with the Calculation Principles. Notwithstanding the foregoing, the Parties agree that the determination of “Net Operating Assets” shall (i) exclude Cash, Indebtedness and IPG Transaction Expenses, (ii) exclude any assets and liabilities related to Income Taxes, (iii) exclude amounts outstanding under the Participations Intercompany Loan, (iv) exclude any Intercompany Balances that are eliminated by discharge or otherwise at or prior to the Closing in accordance with Section 5.05(c), (v) exclude all amounts payable at or following the Closing pursuant to the Retention Agreements and Severance Arrangements, (vi) exclude all assets and liabilities under the Excluded Plans and (vii) include all assets and liabilities related to the IPG Plans and the New IPG Plans, in each case, as determined in accordance with the Calculation Principles.

Net Operating Assets means, at the applicable measurement date, the net book value of the Acquired Assets (exclusive of cash and cash equivalents), net of the net book value of the Assumed Liabilities (exclusive of the Stated Debt), and (b) "Stated Net Debt" means the aggregate amount of the Stated Debt net of cash and cash equivalents as of March 31, 1999."

Examples of Net Operating Assets in a sentence

Any Notice of Disagreement shall (i) specify in reasonable detail the nature of any disagreement so asserted, (ii) only include disagreements based on mathematical errors or based on Net Operating Assets not being calculated in accordance with this Section 1.4 and (iii) be accompanied by a certificate of Purchaser that it has complied with the covenants set forth in Section 1.4(e).
The scope of the disputes to be resolved by the Accounting Firm shall be limited to whether the calculation of Net Operating Assets was done in accordance with this Section 1.4, and whether there were mathematical errors in such calculation.
Any such notice of disagreement (the “Notice of Disagreement”) shall specify those items or amounts as to which ITW disagrees and describe the basis of such disagreement (and shall include ITW’s proposed changes to the calculation of Closing Net Operating Assets, Closing Cash, and/or Closing Indebtedness, as applicable).
For illustrative purposes only, contained in Schedule 1.5(a) is an example calculation of the Closing Net Operating Assets assuming the Closing Date occurred on June 30, 2012 and based on information available as of the date of this Agreement.
The summary of the physical inventory shall be utilized in the preparation of the Closing Net Operating Assets Statement and, once approved by Buyer and Seller, shall be conclusively binding on the parties for purposes of this Agreement.

More Definitions of Net Operating Assets

Net Operating Assets means those asset line items set forth on Schedule 2.3(b) net of the liability line items set forth on Schedule 2.3(b), all as set forth on the Most Recent Balance Sheet (as defined in Section 2.3).

Net Operating Assets has the meaning set forth in Section 5.04(a).

Net Operating Assets means the sum of the Company's (i) current assets (exluding cash and cash equivalents), (ii) property, plant and equipment and (iii) other assets (excluding any reserves for Taxes) less the Company's current liabilities (excluding Liabilities for Taxes and any Debt), all as determined in accordance with GAAP.

Net Operating Assets means the Company's total assets (other than cash and cash equivalents) less liabilities, as adjusted and calculated in accordance with the procedure established for delivering the Final Closing Balance Sheet in Section 2.6. Prior to or at Closing, the Company will distribute existing cash in payment of expenses pursuant to Sections 3.24 and 8.1, and to redeem its outstanding preferred stock and outstanding subordinated debt, with any remaining cash to be distributed pro rata to Sellers as a dividend.

Net Operating Assets means the net assets as at Completion identified in the Adjustment Statement and includes the following:

Net Operating Assets means the total assets of the Company minus all current liabilities of the Company (except Purchase Price Indebtedness including accrued interest) all as determined in accordance with GAAP applied consistently with the Company's past practices and policies. Closing Net Operating Assets will be determined using the same accounting principles consistently applied as used by KPMG Peat Marwick, LLP in preparing the audited Balance Sheet.