Base Net Assets definition

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 $***.
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Base Net Assets means $25,288,000.
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Base Net Assets is defined in Section 2.12(a).
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Examples of Base Net Assets in a sentence

  • Upon the lapse of the Notice Period, the Base Net Assets shall be deemed to correspond to the Reduced Amount, unless the Lenders have terminated this Agreement in accordance with the provisions of this Agreement and notified the respective German Guarantor thereof before the lapse of such Notice Period.

  • 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.

  • The "Net Asset Adjustment" shall be equal to the difference between (A) the Net Assets of ▇▇▇▇▇ Industries (as defined below) as of June 30, 1996 (the "Base Net Assets") which the parties agree is Fifty-Eight Million Four Hundred Forty-Seven Thousand Three Dollars $58,447,003, as computed and set forth on Schedule 2.1(ii), and (B) the Net Assets of ▇▇▇▇▇ Industries as of the Effective Date (the "Closing Date Net Assets").

  • The balance sheet liabilities included in the Base Net Assets consist of the following: (a) trade payables; (b) other payables and accruals; (c) intercompany payables in the ordinary course of business including Intra-Group Payables other than those set out in Schedule 14; (d) taxation receivable/(payable) (excluding corporate tax payable in respect of the Group Businesses); (e) finance leases; and (f) external loans;.

  • If the Closing Net Assets are greater than or equal to the Base Net Assets minus $200,000, the Adjustment Amount shall equal zero.


More Definitions of Base Net Assets

Base Net Assets means $7,761,170, which amount represents the total current assets (excluding the Excluded Assets) minus the total current liabilities (excluding the Excluded Liabilities) of the Business as determined by reference to SCHEDULE 1.0(a). {OMITTED TEXT}*
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Base Net Assets means One Million Five Hundred Fourteen Thousand Nine Hundred Thirteen Dollars ($1,514,913).
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Base Net Assets has the meaning given such term in Section 2.4; (k) "BCABC" means the Business Corporations Act (British Columbia); (l) "Benefit Program or Agreement" means each personnel policy, plan, program, arrangement or understanding (whether funded or not) which provides benefits to any present or former employee of an ESE, including any stock option plan, stock purchase plan, stock appreciation rights plan, phantom stock plan, collective bargaining agreement, bonus plan or arrangement, profit sharing plan, incentive award plan or arrangement, vacation policy, severance pay plan, policy or agreement, deferred compensation agreement or arrangement, executive compensation or supplemental income arrangement, consulting agreement, employment agreement, disability, medical, dental, hospitalization and death benefit insurance plan, and the terms "Benefit Programs or Agreements" means more than one of the foregoing; (m) "Business" means the business heretofore and currently carried on by ESE, which includes, without limitation, the business of designing and installing conventional geo-exchange heating systems in residential and commercial properties where heat is extracted from the earth through a ground based fluid loop system with the fluid circulated though the loop by a pump to a heat pump or exchanger, which in turn circulates the heat through the building; (n) "Business Day" means a day other than a Saturday, Sunday or day on which the chartered banks are closed in the City of Vancouver; (o) "Canadian Securities Legislation" means the securities legislation and the regulations thereto applicable in each of the provinces and territories of Canada and the rules, blanket decisions, orders and published policy statements of the securities commissions in such provinces and territories; (p) "Callon" has the meaning given ▇▇▇▇ term in the initial recital of the parties to this Agreement; (q) "Certificate" has the meaning ascribed to it in subsection 2.4(f) herein; (r) "Charter Documents" means charter documents of a corporate entity, including without limitation the Articles (as that term is defined in the legislation pursuant to which a particular provincial or Canadian federally corporation was incorporated or equivalent organizational documents), Notice of Articles, Articles and by-laws; (s) "Closing Date" means a date which is the later of (a) ten (10) Business Days after the date the Vendors and Principals deliver to the Purchaser the Audited Financial Statements; or ...
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Base Net Assets means Two Million Three Hundred Forty-Six Thousand Four Hundred Thirty Dollars ($2,346,430).
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Base Net Assets shall be an amount equal to three hundred twenty-six million dollars ($326,000,000).
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Base Net Assets. Section 2.6.3.1 “Basket” Section 9.2.3
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Base Net Assets means, he Net Assets of the Company as of July 31, 2010, which was Sixteen Million Seven Thousand Fifteen Dollars ($16,007,015).
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