Preliminary Net Assets definition
Examples of Preliminary Net Assets in a sentence
The Closing Cash Payment shall be equal to $150,000,000 (i) plus the amount, if any, by which the Preliminary Net Assets exceeds $58,000,000 or (ii) minus the amount, if any, by which $58,000,000 exceeds the Preliminary Net Assets.
The amount of such adjustment shall be determined in accordance with the Preliminary Closing Balance Sheet and, if disputed, the Final Closing Balance Sheet, on the same time frame and in a manner analogous to that applicable to the calculation of Preliminary Net Assets and Final Net Assets, except that there shall be no minimum amount of such undistributed Cash required as a precondition to making any such adjustment.
In the event that DuPont shall so notify Buyer of any dispute, DuPont and Buyer shall cooperate in good faith to resolve such dispute as promptly as possible, and upon such resolution, if any, any adjustments to the Preliminary Closing Balance Sheet and Preliminary Net Assets shall be made in accordance with the agreement of Buyer and DuPont.
If (A) DuPont fails to notify Buyer of any such dispute within such 30-day period, or (B) the aggregate amount of the items disputed by DuPont is such that, were DuPont's position adopted, it would not result in an amount payable pursuant to Section 2.4(e) that is at least $5 million greater or less than would be the case if the Preliminary Closing Balance Sheet were deemed final, the Preliminary Closing Balance Sheet and the calculation of Preliminary Net Assets shall be deemed final.
The Independent Accounting Firm shall be instructed to use reasonable best efforts to deliver to Buyer and Seller a written report setting forth the resolution of each disputed matter within thirty (30) days of submission of the Aggregate Company Indebtedness Statement and/or Preliminary Closing Balance Sheet and Preliminary Net Assets to it and, in any case, as promptly as practicable after such submission.
The Estimated Purchase Price payable by Buyer at the Closing pursuant to Section 2.3(b) hereof shall be equal to $139,000,000, which amount equals the Purchase Price MINUS the difference between the Estimated Net Assets and the Preliminary Net Assets, PLUS the Cash Balance.
In addition, Seller shall prepare a report as of the Closing Date (the "Preliminary Closing Report") setting forth its estimate of the net assets of the Business as of the Closing Date (the "Preliminary Net Assets") as calculated in accordance with the Closing Balance Sheet Principles.
The initial Buyer Note Amount for purposes of Section 2.2(b) shall be an amount equal to the Preliminary Net Assets.
In the event that the Seller shall so notify the Purchaser of any dispute, the Seller and the Purchaser shall cooperate in good faith to resolve such dispute as promptly as possible, and upon such resolution, if any, any adjustments to the Preliminary Statements and Preliminary Net Assets shall be made in accordance with the agreement of the Purchaser and the Seller.
If Final Net Assets (Excluding Equipment) is greater than Preliminary Net Assets (Excluding Equipment) (because Final Net Assets (Excluding Equipment) is a larger positive number than the positive number constituting Preliminary Net Assets (Excluding Equipment)), Purchaser shall pay to Sellers the amount by which (i) the Final Net Assets (Excluding Equipment) exceeds (ii) the Preliminary Net Assets (Excluding Equipment).