Discontinued Operations. Notwithstanding anything to the contrary in this Agreement or any classification under GAAP of any Person, business, assets or operations in respect of which a definitive agreement for the disposition thereof has been entered into as discontinued operations, no pro forma effect shall be given to any discontinued operations (and the Consolidated EBITDA attributable to any such Person, business, assets or operations shall not be excluded for any purposes hereunder) until such disposition shall have been consummated.
Discontinued Operations. If the Contractor discontinues its programs or ceases to provide services pursuant to this Contract, the Contractor shall protect DHS access rights by implementing one of the following options:
Discontinued Operations. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, the Discontinued Operations shall not conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations other than those incidental to (a) the prosecution or defense in litigation or otherwise of claims asserted against the Discontinued Operations arising out of retained liabilities, the conduct of activities required in compliance with applicable law or in adjudication or administration of claims (whether by court order or negotiated settlement or otherwise), the maintenance of its corporate existence and financial record-keeping, or the engagement of personnel, counsel or third parties to conduct such activities on its behalf, and (b) the winding-up, dissolution, liquidation or other similar actions relating to the Discontinued Operations.
Discontinued Operations. (a) Upon its sale of the Discontinued Operations, the Company shall apply the net proceeds from such sale to the repayment of the Loans, first to the extent applicable the RLC, second to the extent applicable the Term B Loan and third to the extent applicable the Term A Loan.
Discontinued Operations. Any Liability or obligation pertaining to any discontinued operation owned or operated by Seller and related to or utilized by the Acquired Business as it was operated by Seller prior to the Closing Date;
Discontinued Operations. Prior to February 3, 2007, the Company distributed all of the shares of Pamida Holding Company to the Parent, which subsequently contributed the shares to a new holding company, Pamida Brands Holding, LLC. In accordance with SFAS No. 144, the Company has reflected the operations of Pamida as a discontinued operation for all periods presented. The Company has reflected as a dividend to the Parent the net assets of Pamida in the amount of $32.4 million on the date of distribution. The table below presents the significant components of Pamida’s operating results included in income from discontinued operations: February 3, 2007 (53 Weeks) January 28, 2006 (4 Weeks) December 31, 2005 (48 Weeks) January 29, 2005 (52 Weeks) (In Thousands) Revenues $ 828,260 $ 48,626 $ 735,719 $ 810,277 Income before income taxes 1,707 (1,640 ) 25,687 13,349 Income tax expense 498 298 10,162 4,924 Income from discontinued operations 1,209 (1,938 ) 15,525 8,425 The assets and liabilities of Pamida reflected as discontinued operations in the consolidated balance sheet as of January 28, 2006 are shown below. No assets or liabilities of Pamida are included in the consolidated balance sheet as of February 3, 2007. January 28, 2006 (In Thousands) Cash and cash equivalents $ 5,032 Receivables, less allowances 10,973 Merchandise inventories 162,062 Other current assets 2,612 Total current assets 180,679 Other assets and deferred charges 1,325 Intangible assets — net 2,543 Debt issuance costs 6,129 Net property and equipment 101,830 Deferred income taxes 12,638 Total non-current assets 124,465 Short term debt 14,237 Accounts payable — trade 44,852 Accrued compensation and related taxes 8,897 Deferred taxes and other accrued liabilities 38,481 Accrued income and other taxes 6,095 Current portion of long-term obligations 3,523 Total current liabilities 116,085 Real estate Loan 44,538 Capital lease obligations — long term 22,177 Other long-term obligations 89,100 Total non-current liabilities 155,815
Discontinued Operations. On December 6, 1997, the Company signed an agreement in principle with the United States of America and the State of Florida (the "Governments"), under which the Governments agreed to purchase substantially all of the sugar lands that Talisman, owned or leased for $133.5 million in cash. Talisman retained the right to farm the land through the 2003 crop year. In December 1998, that sale was closed in escrow pending the resolution of a lawsuit filed in Federal District Court in Washington, D.C. seeking to invalidate the sale. On March 25, 1999, Talisman entered into an Exchange Agreement ("The Exchange Agreement") with The South Florida Water Management District; United States Sugar Corporation; Okeelanta Corporation; South Florida Industries, Inc.; Florida Crystals Corporation; Sugar Cane Growers Cooperative of Florida (collectively the "Sugar Companies"); The United States Department of Interior; and The Nature Conservancy. The Exchange Agreement allowed Talisman to exit the sugar business. Talisman assigned its right to farm the land to the Sugar Companies. In return, the lawsuit was dismissed and the other parties agreed to pay Talisman $19.0 million. Talisman retained ownership of the sugar mill until August, 1999 when it was sold to a third party. Talisman is also responsible for the cleanup of the mill site and is obligated to complete certain defined environmental remediation (the "Remediation"). Approximately $5.0 million of the purchase price is held in escrow pending the completion of the Remediation. Talisman must use these funds to pay the costs of the Remediation. Based upon the current environmental studies, Talisman does not believe the costs of the Remediation will exceed the amount held in escrow. Talisman will receive any remaining funds when the Remediation is complete. In the event other environmental matters are discovered beyond those contemplated by the $5.0 million that is held in escrow, the Sugar Companies will be responsible for the first $0.5 million of the cleanup. Talisman will be responsible for the next $4.5 million, thereafter the parties shall share the costs equally. There may be additional remediation that is encountered not previously anticipated, which the Company does not anticipate to be material. In addition, approximately $1.7 million of the sales price is being held in escrow, representing the value of land subject to the Remediation. As Talisman completes the cleanup of a particular parcel, an amount equal to the...
Discontinued Operations. On May 18, 1995, the Company sold its foam packaging business (Microfoam Division) for approximately $37 million in cash. The sale of the assets of Microfoam, after providing for certain costs related to the sale, resulted in a second quarter 1995 gain of $10.4 million, net of taxes of $6.4 million. As a result of the transaction, the consolidated financial statements have been restated to report Microfoam as discontinued operations. AMETEK, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) Summary operating results of discontinued operations, excluding the above mentioned gain on sale, are as follows: YEAR ENDED DECEMBER 31, ----------------------- 1995 -------(IN 1994 1993 ------- ------- THOUSANDS) Net sales.............................................. $12,153 $33,226 $30,405 Income before income taxes............................. 1,291 4,044 1,364 Provision for income taxes............................. 512 1,672 607 Net income............................................. $ 779 $ 2,372 $ 757 5. ACCOUNTING PRONOUNCEMENTS PENDING ADOPTION In March 1995, the Financial Accounting Standards Board (FASB) issued Statement No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of. Statement No. 121 requires the write-down to market value of certain long-lived assets in certain circumstances. The Company must adopt the provisions of the statement in 1996. Its adoption will not have a material effect on the Company's operations or financial position. In October 1995, the FASB issued Statement No. 123, Accounting for Stock- Based Compensation. Statement No. 123 requires the recognition of, or disclosure of, compensation expense for grants of stock options or other equity instruments issued to employees based upon their fair value. Companies electing disclosure, instead of recognition of compensation expense, are permitted to continue to apply existing accounting rules contained in Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees. Statement No. 123 is effective for the Company beginning in 1996. The Company anticipates continuing to account for stock-based compensation in accordance with Opinion No. 25. Therefore the adoption of Statement No. 123 will not have an impact on the Company's financial position or results of operations. AMETEK, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Discontinued Operations. The historical financial information for the impact of the CBHS Transactions is presented under the column entitled "Discontinued Operations" in the Unaudited Pro Forma Consolidated Financial Statements. The Unaudited Pro Forma Statements of Operations for the fiscal year ended September 30, 1996, 1997 and 1998 and the nine months ended June 30, 1998 and 1999 effects for the restatement necessary to separately report discontinued operations as required by APB 30. The Unaudited Pro Forma Balance Sheet at June 30, 1999 assigns no value to the Company's remaining 10% common ownership interest in CBHS and assumes that the Provider JVs and certain other real estate and interests were transferred to CBHS, effective June 30, 1999. UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET JUNE 30, 1999 (IN THOUSANDS) MAGELLAN AS REPORTED DISCONTINUED OPERATIONS PRO FORMA ADJUSTMENTS ------------ ----------- ------------- ASSETS Cash and cash equivalents................................ $ 40,307 $ (2,917) $ (3,000)(1) (6,778)(2) Accounts receivable, net................................. 156,349 (6,188) (3,344)(3) -- Restricted cash and investments.......................... 111,882 -- -- Other current assets..................................... Total current assets................................. 24,634 ------------ 333,172 (3,555) ----------- (12,660) -- ------------- (13,122) Assets restricted for settlement of unpaid claims and other liabilities...................................... 28,751 -- -- Property and equipment, net.............................. 137,314 (21,223) (2,150)(3) Deferred income taxes.................................... 85,767 -- 29,536(6) Investments in unconsolidated subsidiaries............... 38,174 (17,644) (1,016)(3) Other long-term assets................................... 21,172 (9,336) -- Goodwill, net............................................ 1,066,787 (4,246) -- Other intangible assets, net............................. Total assets......................................... 152,336 ------------ $1,863,473 ------------ ------------ -- ----------- $(65,109) ----------- ----------- -- ------------- $ 13,248 ------------- ------------- LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable......................................... $ 22,182 $ (1,892) $ -- Accrued liabilities...................................... 213,591 (2,065) (6,778)(2) (110)(3) Medical claims payable................................... 218,915 -- 8,000(4) -- Income taxes payable..........
Discontinued Operations. All assets, properties, rights and ----------------------- interests in, under or to agreements, instruments or contracts relating to businesses, operations or assets that immediately prior to the Closing have been (i) closed, wound up or otherwise terminated or (ii) ceased to be held or used in connection with Transferor's businesses or operations, including the Business that is conducted at the Facilities; and
