Determination of Net Assets Sample Clauses

Determination of Net Assets. (a) The Company's Net Assets shall be determined in accordance with U.S. generally accepted accounting principles consistently applied as a guideline and the following principles: (i) The value of the Company's investment in a Portfolio Company or other investment fund shall be equal to the Company's proportionate interest in the NAV of the Portfolio Company or investment fund, determined in accordance with the terms and conditions of the respective governing agreement of each Portfolio Company or investment fund, as it may be amended, supplemented or otherwise modified from time to time. (ii) The assets of the Company that are invested pursuant to investment management agreements shall be valued at fair value in a commercially reasonable manner. (iii) All other assets or liabilities of the Company shall be valued by the Administrator in its sole discretion. (iv) The amount of the Company's assets and liabilities (including without limitation indebtedness for money borrowed, the Management Fee and the Administration Fee) shall be determined in accordance with U.S. generally accepted accounting principles and guidelines, applied on a consistent basis, provided that the Administrator in its discretion may provide reserves for estimated accrued expenses, liabilities and contingencies, even if such reserves are not required by U.S. generally accepted accounting principles. (v) The amount payable to a Member or former Member in redemption of part or all of such Member's or former Member's Units pursuant to Section 5.02 shall be treated as a liability of the Company, until paid, from (but not prior to) the beginning of the Accounting Period on the Redemption Date for such Units. (vi) The amount to be received by the Company on account of any Capital Contributions pursuant to Section 4.02 shall be treated as an asset of the Company from (but not before) the beginning of the Accounting Period on the effective date of such Capital Contributions. (vii) Distributions made pursuant to Section 5.04 (including deemed tax distributions pursuant to Section 5.03(c)) other than as of the beginning of an Accounting Period shall be treated as an advance and as an asset of the Company, until the beginning of the Accounting Period following the date of distribution. (viii) The Incentive Allocation, if any, credited to the Capital Account of the Managing Member pursuant to Section 4.05(d) shall be treated as a liability, until distributed, from the beginning of the Accounting Pe...
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Determination of Net Assets. As used in this Agreement,
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Determination of Net Assets. (a) The term “Net Assets” means (i) the book value (net of appropriate reserves) of the assets of the Company and its subsidiaries that would be required to be included on a consolidated balance sheet prepared in accordance with United States generally accepted accounting principles (“GAAP”), less (ii) the book value of the liabilities of the Company and its subsidiaries that would be required to be included on a consolidated balance sheet prepared in accordance with GAAP, in each case as of the close of business on the Closing Date. The computation of Net Assets will be done in a manner consistent with the methods used in the preparation of the consolidated statement of net assets of the Company as of September 30, 2004 set forth in Section 2.4(a) of the Disclosure Schedule. Notwithstanding anything to the contrary in this Article 2, Net Assets shall not include any Excluded Assets or Excluded Liabilities.
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Determination of Net Assets. (a) As soon as practicable, but in no event later than ninety (90) days after the Closing, SELLER shall cause its Accountants to prepare and shall deliver to PURCHASER an audited consolidated balance sheet of the XxXxx Companies as of the Effective Date (the "Closing Date Balance Sheet"). PURCHASER and its Accountants shall have the right to observe the inventory count of the XxXxx Companies and confer with PURCHASER's Accountants in connection with the preparation of the Closing Date Balance Sheet. The Closing Date Balance Sheet shall be prepared as of the Effective Date. The Closing Date Balance Sheet shall be prepared in conformity with GAAP consistently applied with respect to the audited balance sheet dated December 31, 1996 included in the XxXxx 1996 Financial Statements. SELLER and the XxXxx Companies shall notify and instruct SELLER's Accountants that in preparing the Closing Date Balance Sheet, such Accountants shall include and reflect therein appropriate levels of reserves for any and all probable and estimable, as defined in SFAS No. 5, liabilities of the XxXxx Companies, including, without limitation, Employee Claims as of the Effective Date, in accordance with GAAP, consistently applied. The reasonable costs and fees of SELLER's Accountants in preparing the Closing Date Balance Sheet and PURCHASER's Accountants in conducting their observations and review of the same shall be shared equally by PURCHASER and SELLER. (b) As soon as practicable, but in no event later than ninety (90) days after the Closing, SELLER shall cause its Accountants to prepare and shall deliver to PURCHASER the "Interim Statement of Net Assets." The Interim Statement of Net Assets, shall be identical to the Closing Date Balance Sheet in all respects except that the Interim Statement of Net Assets shall not reflect or include any amounts related to: (i) Due To or From Affiliates; (ii) Deferred Income Taxes (other than XxXxx XX Deferred Income Taxes not to exceed $200,000); (iii) Intangible Assets; (iv) assets or liabilities related to the Norton Transactions (including property, deferred rental income and tax related items); (v) Goodwill; (vi) tax balances included in Other Long-Term Liabilities and (vii) the domestic income tax payable or receivable included in Income Taxes Payable. Any refunds or offsets to Puerto Rico taxes due shall be transferred to XxXxx or excluded from the determination of the Interim Statement of Net Assets. The Interim Statement of Net Assets sh...
Sample 1
Determination of Net Assets. The Company's net assets as of the close of business on the Closing Date shall be determined by Transcend's independent certified public accountants within 120 days following the Closing Date (the "NET ASSET DETERMINATION"). Within five (5) business days after receiving the ------------------------ Net Asset Determination, Transcend shall deliver same to the Shareholders. If the Shareholders do not deliver a list of written objections to the Net Asset Determination ("OBJECTION NOTICE") to Transcend within 30 days following ---------------- delivery to the Shareholders, the Net Asset Determination shall become final and binding upon the parties. If the Shareholders deliver an Objection Notice (the "OBJECTING SHAREHOLDERS") within such 30 day period, ---------------------- the parties will endeavor to reconcile any differences and agree upon a final Net Asset Determination. If the parties are unable to agree upon a final Net Asset Determination within 30 days following delivery of the Objection Notice, at the request of either the Surviving Corporation or any of the Objecting Shareholders the outstanding matters shall be submitted for resolution by a mutually acceptable accounting firm of recognized national standing with offices in the Atlanta area. If the parties are unable to agree upon a mutually acceptable accounting firm, one will be selected at random from a list of the 6 largest Atlanta offices of certified public accounting firms having no prior relationship with Transcend, the Company, the Surviving Corporation or the Shareholders. The group of the Objecting Shareholders who have not agreed upon the Net Asset Determination and the Surviving Corporation shall each bear 50% of the fees and expenses of the accounting firm so selected. Such accounting firm shall promptly prepare a final Net Asset Determination, and its conclusions shall be final and binding upon each of the parties to this Agreement.
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Determination of Net Assets 
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Related to Determination of Net Assets

  • Determination of Net Asset Value The net asset value per share of each class and each series of Shares of the Trust shall be determined in accordance with the 1940 Act and any related procedures adopted by the Trustees from time to time. Determinations made under and pursuant to this Section 2 in good faith and in accordance with the provisions of the 1940 Act shall be binding on all parties concerned.

  • CALCULATION OF NET ASSET VALUE U.S. Trust will calculate the Fund's daily net asset value and the daily per-share net asset value in accordance with the Fund's effective Registration Statement on Form N-2 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), including its current prospectus. If so directed, U.S. Trust shall also calculate daily the net income of the Fund

  • Determination of Net Asset Value, Net Income and Distributions Subject to applicable federal law including the 1940 Act and Section 3.6 hereof, the Trustees, in their sole discretion, may prescribe (and delegate to any officer of the Trust or any other Person or Persons the right and obligation to prescribe) such bases and time (including any methodology or plan) for determining the per Share or net asset value of the Shares of the Trust or any Series or Class or net income attributable to the Shares of the Trust or any Series or Class, or the declaration and payment of dividends and distributions on the Shares of the Trust or any Series or Class and the method of determining the Shareholders to whom dividends and distributions are payable, as they may deem necessary or desirable. Without limiting the generality of the foregoing, but subject to applicable federal law including the 1940 Act, any dividend or distribution may be paid in cash and/or securities or other property, and the composition of any such distribution shall be determined by the Trustees (or by any officer of the Trust or any other Person or Persons to whom such authority has been delegated by the Trustees) and may be different among Shareholders including differences among Shareholders of the same Series or Class.

  • Determination of Amount In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units ("Conversion Right") as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "Value" (as defined below) of the portion of the Purchase Option being converted by (y) the Current Market Value (as defined below). The "Value" of the portion of the Purchase Option being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) the Current Market Value of a Unit multiplied by the number of Units underlying the portion of the Purchase Option being converted. As used herein, the term "Current Market Value" per Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock shall mean (i) if the Common Stock is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), the last sale price of the Common Stock in the principal trading market for the Common Stock as reported by the exchange, Nasdaq or the NASD, as the case may be; (ii) if the Common Stock is not listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but is traded in the residual over-the-counter market, the closing bid price for the Common Stock on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith.

  • Determination of Consideration For purposes of this Subsection 4.4, the consideration received by the Corporation for the issue of any Additional Shares of Common Stock shall be computed as follows:

  • Determination of Gross-Up Payment Subject to sub-paragraph (c) below, all determinations required to be made under this Section 6, including whether a Gross-Up Payment is required and the amount of the Gross-Up Payment, shall be made by the firm of independent public accountants selected by the Company to audit its financial statements for the year immediately preceding the Change in Control (the "Accounting Firm") which shall provide detailed supporting calculations to the Company and the Executive within 30 days after the date of the Executive's termination of employment. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group affecting the Change of Control, the Executive may appoint another nationally recognized accounting firm to make the determinations required under this Section 6 (which accounting firm shall then be referred to as the "Accounting Firm"). All fees and expenses of the Accounting Firm in connection with the work it performs pursuant to this Section 6 shall be promptly paid by the Company. Any Gross-Up Payment shall be paid by the Company to the Executive within 5 days of the receipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of a penalty. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"). In the event that the Company exhausts its remedies pursuant to sub-paragraph (c) below, and the Executive is thereafter required to make a payment of Excise Tax, the Accounting Firm shall promptly determine the amount of the Underpayment that has occurred and any such Underpayment shall be paid by the Company to the Executive within 5 days after such determination. Amended and Restated Change in Control Agreement

  • Allocation of Net Profits and Net Losses As of the last day of each Fiscal Period, any Net Profits or Net Losses for the Fiscal Period shall be allocated among and credited to or debited against the Capital Accounts of the Members in accordance with their respective Investment Percentages for such Fiscal Period.

  • Allocation of Net Income and Net Loss Net Income or Net Loss of the Partnership shall be determined as of the end of each calendar year and as of the end of any interim period extending through the day immediately preceding any (i) disproportionate Capital Contribution, (ii) disproportionate distribution, (iii) Transfer of a Partnership Interest in accordance with the terms of this Agreement, or (iv) Withdrawal Event. If a calendar year includes an interim period, the determination of Net Income or Net Loss for the period extending through the last day of the calendar year shall include only that period of less than twelve (12) months occurring from the day immediately following the last day of the latest interim period during the calendar year and extending through the last day of the calendar year. For all purposes, including income tax purposes, Net Income, if any, of the Partnership for each calendar year or interim period shall be allocated among the Partners in proportion to their respective Partnership Percentages for the calendar year or interim period. In the event of a Net Loss for a particular calendar year or interim period, then, for such calendar year or interim period, the Net Loss for such calendar year or interim period shall be allocated among the Partners in proportion to their respective Partnership Percentages for the calendar year or interim period.

  • Determination of Adjustments If any questions will at any time arise with respect to the Exercise Price or any adjustment provided for in Section 4.8, such questions will be conclusively determined by the Company’s Auditors, or, if they decline to so act any other firm of certified public accountants in the United States of America that the Company may designate and who will have access to all appropriate records and such determination will be binding upon the Company and the Holders of the Warrants.

  • Determination of Fair Market Value For purposes of this Section 10.2, “fair market value” of a Share (or Common Stock if the Shares have been converted into Common Stock) as of a particular date (the “Determination Date”) shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share is then convertible; and (C) If there is no public market for the Common Stock, then fair market value shall be determined by the Board of Directors of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

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