Determination of Net Worth Sample Clauses

Determination of Net Worth. The net worth of the Partnership (“Net Worth”) shall be determined on the accrual basis of accounting in accordance with generally accepted accounting principles consistently applied, and, further, in accordance with the following: (a) A determination shall be made on the last day of each Fiscal Year (or Fiscal Quarter or other time period, as the case may be) as to the value of all Partnership assets and as to the amount of liabilities of the Partnership. The Partnership’s name and goodwill shall be deemed to have no value and shall belong to the General Partner or any successor thereof, and no Limited Partner shall have any right or claim individually to the use thereof. (b) There shall be deducted estimated expenses for accounting, legal, custodial and other administrative services (whether performed therein or to be performed thereafter) and such reserves for contingent liabilities of the Partnership, including estimated expenses, if any, in connection therewith, as the General Partner shall determine. (c) After the foregoing determinations have been made, a further calculation shall be made to determine the increase or decrease in Net Worth of the Partnership during the Fiscal Year (or Fiscal Quarter or other time period, as the case may be) just ended. The term “increase in Net Worth” shall be the excess of Net Worth at the end of any Fiscal Year (or Fiscal Quarter or other time period, as the case may be) over that of the preceding period, after adjusting for interim Capital Contributions and withdrawals. The term “decrease in Net Worth” shall be the amount by which the Net Worth at the end of the Fiscal Year (or Fiscal Quarter or other time period, as the case may be) is less than the Net Worth of the Partnership as of the end of the preceding period after making the adjustments specified above.
Sample 1Sample 2
AutoNDA by SimpleDocs
Determination of Net Worth. For purposes of determining cash assets on hand net of liabilities of $800,000 as provided in Section 8.4 of the Agreement and Plan of Reorganization and consisting of the sum of $500,000 to be delivered simultaneously
Sample 1Sample 2
Determination of Net Worth. If the Leaving Member and the Band Partnership cannot agree on the net worth of the Band Partnership, then it will be determined by a mutually agreed upon accountant. The net worth shall be determined as of the date the Leaving Member left the Band Partnership. The Leaving Member's share shall be paid in installments starting one month after determining the net worth and be payable as follows: If the share is less than $10,000, it will be paid in 12 monthly installments; If the share is more than $10,000 but less than $25,000, it will be paid in 24 monthly installments; or If the share is more than $25,000, it will be paid in 36 monthly installments. The share payments will include interest at the prime interest rate.
Sample 1
Determination of Net Worth. As used herein, the "Net Worth" of -------------------------- --------- the Company as of any particular date shall mean an amount equal to the tangible net worth of the Company and its consolidated Subsidiaries determined by subtracting total liabilities of the Company and its consolidated Subsidiaries as at such date from the total tangible assets of the Company and its consolidated Subsidiaries as at such date, in each case as shown on the balance sheet of the Company as at such date; provided, however, that for the purposes -------- ------- of the Preliminary Closing Balance Sheet and Audited Closing Balance Sheet, Net Worth shall be calculated for the period from December 31, 1997 to the Closing Date, using the depreciation methods set forth on Schedule 1.2(b). ---------------
Sample 1
Determination of Net Worth. The net worth of the Partnership (“Net Worth”) shall be determined on the accrual basis of accounting in accordance with U.S. generally accepted accounting principles consistently applied, except that organizational costs shall be amortized over a period of sixty (60) months, and further, in accordance with the following procedures: (a) A determination shall be made on the last day of each month (or other time period, as the case may be) as to the value of all Partnership assets and as to the amount of liabilities of the Partnership. In making such determination, securities which are listed or admitted to trading on a national securities exchange or over-the-counter securities listed on NASDAQ or securities which are not so listed, shall be valued at their last sales price on such date, or if no sales occurred on such date, at their “bid” price for a long position and the “ask” price for a short position; provided, that if the General Partner determines that the valuation of any securities pursuant to foregoing methods does not fairly represent market value, the General Partner may value such securities as it reasonably determines. Illiquid Securities held in a Side Pocket Account are carried at their fair value as determined in good faith by the General Partner. Loans will generally be carried at fair value, as determined by the General Partner. For securities not listed on a security exchange or quoted on an over-the-counter market, but for which there are available quotations, such valuation will be based upon quotations obtained from market makers, dealers or pricing services. Securities which have no public market and all other assets of the Partnership are considered at such value as the General Partner may reasonably determine in consultation with such industry professionals and other third parties as the General Partner deems appropriate. All values assigned to securities by the General Partner in good faith pursuant to the Partnership Agreement are final and conclusive as to all Partners. (b) There shall be deducted the Management Fee payable to the Investment Manager, estimated expenses for accounting, legal, custodial and other administrative services (whether performed therein or to be performed thereafter) and such reserves for contingent liabilities of the Partnership, including estimated expenses, if any, in connection therewith, as the General Partner shall determine. (c) After the foregoing determinations have been made, a further calculat...
Sample 1
Determination of Net Worth. If the Leaving Member and the Band Partnership cannot agree on the net worth of the Band Partnership, then it will be determined by a mutually agreed upon accountant. The net worth shall be determined as of the date the Leaving Member left the Band Partnership. The Leaving Member's share shall be paid in installments starting thirty (30) days immediately following determination of the net worth and be payable as follows: If the share is less than $10,000, it will be paid in 24 monthly installments or less; If the share is more than $10,000 but less than $25,000, it will be paid in 36 monthly installments; or If the share is more than $25,000, it will be paid in 48 monthly installments. The share payments will include interest at the prime interest rate, determined by the published prime interest rate in the Wall Street Journal on the date of the day immediately prior to the formal proceeding in which the Leaving Member’s participation in the Band Partnership is terminated.
Sample 1
Determination of Net Worth. Within ninety (90) days after the Closing Date, Purchaser will prepare and deliver to Parent a certificate (the “Closing Net Worth Certificate”), signed by Purchaser, certifying Purchaser’s good faith determination of the Net Worth of Company as of the Closing Date, and including an estimated unaudited balance sheet of Company as of the Closing Date (the “Closing Date Balance Sheet”). Within thirty (30) days after receipt of the Closing Net Worth Certificate and the Closing Date Balance Sheet, Parent shall identify in writing any adjustments that it believes are required to the Net Worth of the Company as of the Closing Date as reflected in the Closing Net Worth Certificate and shall set forth in reasonable detail the basis for such adjustments. During such thirty (30) day period, Purchaser shall permit Parent access to such work papers relating to the preparation of the Closing Net Worth Certificate and the Closing Date Balance Sheet, as may be reasonably necessary to permit Parent to review in detail the manner in which the Net Worth of Company as of the Closing Date was calculated by Purchaser. If Parent does not identify any adjustments within such thirty (30) day period, or accepts the Closing Net Worth Certificate during such thirty (30) day period, the Purchase Price shall be adjusted as set forth as provided in Section 2.4 using the Net Worth of Company reflected in the Closing Net Worth Certificate, and payment made in accordance with Section 2.4 and Section 2.5. If during such thirty (30) day period Parent identifies adjustments to the actual Net Worth of the Company as of the Closing Date as reflected in the Closing Net Worth Certificate, Purchaser and Parent shall thereafter negotiate in good faith to resolve any such adjustments. If Purchaser and Parent are unable to resolve all of such adjustments within twenty (20) calendar days of Purchaser’s receipt of Parent’s proposed adjustments, the parties shall resolve the dispute by way of the Dispute Resolution Procedure. 5. Section 2.4 of the Agreement is hereby amended to read as follows:
Sample 1
AutoNDA by SimpleDocs
Determination of Net Worth. As used herein, the "Net Worth" of the Companies and the Subsidiaries as of any particular date means an amount equal to the total assets less the total liabilities of the Companies and the Subsidiaries on a combined basis and shall be determined as set forth below.
Sample 1
Determination of Net Worth 
Sample 1Sample 2

Related to Determination of Net Worth

  • 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 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

  • 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 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.

  • 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 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:

  • Certain Determinations (a) For purposes of determining compliance with any of the covenants set forth in Article V or Article VI (including in connection with any Incremental Facility) at any time (whether at the time of incurrence or thereafter), any Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction meets the criteria of one, or more than one, of the categories permitted pursuant to Article V or Article VI (including in connection with any Incremental Facility), the Borrower (i) shall in its sole discretion determine under which category such Lien (other than Liens with respect to the Initial Term Loans), Investment, Indebtedness (other than Indebtedness consisting of the Initial Term Loans), Disposition, Restricted Payment or Affiliate transaction (or, in each case, any portion thereof) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which category or categories such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction is permitted from time to time as it may determine and without notice to the Administrative Agent or any Lender. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 or Section 7.02. (c) Notwithstanding anything to the contrary herein, the ABL/Bond Intercreditor Agreement shall be deemed to be reasonable and acceptable to the Administrative Agent and the Lenders, and the Administrative Agent and the Lenders shall be deemed to have consented to the use of any such ABL/Bond Intercreditor Agreement (and to the Administrative Agent’s execution thereof) in connection with any Indebtedness permitted to be incurred, issued and/or assumed by the Borrower or any of its Subsidiaries pursuant to Section 7.01.

  • 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.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!