CLOSING NET EQUITY definition
CLOSING NET EQUITY means, in the case of the Preliminary Proration Date Balance Sheet or Proration Date Balance Sheet, the excess of the book value of the assets reflected on such balance sheet over the liabilities reflected thereon.
CLOSING NET EQUITY means the net equity shown in the Closing Balance Sheet.
CLOSING NET EQUITY means, determined as of the Closing and using accounting principles consistent with those used in preparing the Financial Statements, the positive difference of (i) the sum of the Target’s cash and cash equivalents, accounts receivable, inventory and prepaid expenses, less (ii) the sum of the Target’s deferred maintenance, accounts payable, accrued payroll and payroll related expenses, loans payable and all other liabilities except for Excluded Loans. The determination of Closing Net Equity for purposes of payment of the Closing Payment at the Closing shall be based upon Target’s estimated balance sheet as of the Closing, as delivered to Buyer by Target no later than the business day immediately preceding the Closing Date. No later than ten (10) days after the Closing, the Sellers shall deliver to Buyer a final balance sheet of Target as of the Closing (the “Updated Balance Sheet”). If the final balance sheet reflects any change in Closing Net Equity, then, within three (3) business days after the delivery of the final balance sheet, the parties shall “true up” the Closing Payment as follows: subject to the Limitations described above, if the Closing Net Equity is greater on the final balance sheet than on the estimated balance sheet, Buyer shall pay the Sellers the difference; and if the Closing Net Equity is lower on the final balance sheet than on the estimated balance sheet, the Sellers shall pay Buyer the difference. No later than the business day prior to the Closing, the Sellers may request in writing that, at the Closing, Buyer pay a specific dollar amount from the Closing Payment as a contribution to the Target’s capital, in order to facilitate Target’s payment of obligations to be satisfied as of the Closing, including without limitation Excluded Loans. If the Sellers make such a request, then Buyer will make such capital contribution by wire transfer or delivery of other immediately available funds to Target, and the Closing Payment and the Purchase Price shall be reduced in the amount of the capital contribution. At the Closing, Buyer shall deposit cash in the amount of the Deferred Payment into an interest-bearing escrow (“Escrow”) to be held by U.S. Bank National Association (“Escrow Holder”) located in Los Angeles, California. All interest accruing in such Escrow shall be for the benefit of Buyer. Such Deferred Payment shall be held by Escrow Holder until the Deferred Payment is otherwise due hereunder, subject to Buyer’s right to offset and...
Examples of CLOSING NET EQUITY in a sentence
The Closing Balance Sheet shall set forth the net equity of Altek as of the Closing Date (the "CLOSING NET EQUITY").
More Definitions of CLOSING NET EQUITY
CLOSING NET EQUITY means, as of the Closing Date, the amount equal to (i) the book value of the Purchased Assets as of the Closing Date, plus (ii) the amounts of (A) Closing Retained Cash and (B) Seller Transaction Expenses deducted in calculating the Preliminary Cash Purchase Price, minus (iii) the sum of (A) the book value of the Assumed Liabilities as of the Closing Date, (B) the amount of the Carolina Commerce Payment, and (C) the amount of the Besner Loan Payment.
CLOSING NET EQUITY means the net equity of BGC Partners and its Subsidiaries (including the Opcos and their Subsidiaries), but excluding Holdings and its Subsidiaries (other than the Opcos and their Subsidiaries), as of the Closing Date (but prior to the Effective Time), calculated in accordance with U.S. GAAP.
CLOSING NET EQUITY shall be an estimate of the “total equity capital” of CBI calculated in accordance with GAAP and the requirements of the applicable Governmental Entities, and specifically (i) in the manner as reported on Schedule SC – Balance Sheet, Item 16(f), of the Parent Company Only Financial Statements for Small Holding Companies – FR Y-9SP, plus (ii) the amount of CBI’s equity capital with respect to its non-controlling interest in the Investment Advisor Sub, in each case calculated as of the close of business on the Closing Date; provided, that there shall be excluded from the calculation of “total equity capital” (i) any net unrealized gains or losses on available for sale securities from June 30, 2021 through the Closing Date, (ii) any fees or expenses of attorneys, accountants, financial advisers and investment bankers incurred or accrued by CBI in connection with this Agreement and the consummation of the transactions contemplated hereby, and (iii) any early termination fees or penalties incurred or accrued by CBI in connection with the termination of any agreement at the request or direction of SYBT. CBI shall deliver to SYBT no later than five (5) business days prior to the scheduled Closing Date a written estimate of the Closing Net Equity.
CLOSING NET EQUITY means (A) the Company's total assets minus (B) the Company's total liabilities, in each case as set forth on the balance sheet of the Company as of the close of business on the Closing Date (the "Closing Balance Sheet"). The parties agree that the Closing Balance Sheet shall reflect the total assets and total liabilities required to be included therein by, and in accordance with, GAAP, consistently applied.