Initial Allocation of Net Current Assets Sample Clauses

Initial Allocation of Net Current Assets. Seller and Primary Purchaser acknowledge and agree that the current assets of a Partnership Entity allocable to any period, or accrued, prior to the Closing Date (the “Current Assets”) are credited and accrue to Seller and that the current liabilities of such Partnership Entity allocable to any period, or accrued or incurred, prior to the Closing Date (the “Current Liabilities”) are deemed to be the obligation of Seller. Seller and Primary Purchaser acknowledge that Current Assets and Current Liabilities of a Partnership Entity consist only of cash items or require cash settlement and do not consist of non-cash items, such as straight line rent adjustments and deferred financing costs. For purposes of this Section 7.1, the excess of Current Assets over the Current Liabilities, after making the adjustments described below, shall constitute the “Net Current Assets” of a Partnership Entity (which may be negative if Current Liabilities and other downward adjustments provided for herein of, or with respect to, such Partnership Entity exceed Current Assets and other upward adjustments provided for herein of, or with respect to, such Partnership
Sample 1
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Initial Allocation of Net Current Assets. Seller and Primary Purchaser acknowledge and agree that the current assets of a Partnership Entity allocable to any period, or accrued, prior to the Closing Date (the “Current Assets”) are credited and accrue to Seller and that the current liabilities of such Partnership Entity allocable to any period, or accrued or incurred, prior to the Closing Date (the “Current Liabilities”) are deemed to be the obligation of Seller. Seller and Primary Purchaser acknowledge that Current Assets and Current Liabilities of a Partnership Entity consist only of cash items or require cash settlement and do not consist of non-cash items, such as straight line rent adjustments and deferred financing costs. For purposes of this Section 7.1, the excess of Current Assets over the Current Liabilities, after making the adjustments described below, shall constitute the “Net Current Assets” of a Partnership Entity (which may be negative if Current Liabilities and other downward adjustments provided for herein of, or with respect to, such Partnership Entity exceed Current Assets and other upward adjustments provided for herein of, or with respect to, such Partnership Entity). At least five (5) business days prior to the Closing Date, Seller shall, in good faith and in consultation with Primary Purchaser, prepare and deliver to Primary Purchaser a statement (each, a “Preliminary Net Current Assets Statement”) that shall set forth an estimate of Net Current Assets of each Partnership Entity as of the day before the Closing Date (the “Proration Date”), together with supporting documentation. With respect to each Partnership Entity, the Preliminary Net Current Assets Statement and the Final Net Current Assets Statement shall be prepared in accordance with this Section 7.1 and, except as otherwise provided herein, in accordance with GAAP.
Sample 1

Related to Initial Allocation of Net Current Assets

  • 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.

  • Timing and Amount of Allocations of Net Income and Net Loss Net Income and Net Loss of the Partnership shall be determined and allocated with respect to each Partnership Year of the Partnership as of the end of each such year. Subject to the other provisions of this Article 6, an allocation to a Partner of a share of Net Income or Net Loss shall be treated as an allocation of the same share of each item of income, gain, loss or deduction that is taken into account in computing Net Income or Net Loss.

  • 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 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.

  • Allocations of Net Profits and Net Losses Except as otherwise set forth herein, Net Profits and Net Losses shall be allocated for each Fiscal Year to the Members in proportion to their respective Capital Accounts.

  • 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.

  • Allocations of Net Income and Net Loss Except as otherwise provided in this Agreement, after giving effect to the special allocations in subparagraph 1(c) and paragraph 2, Net Income, Net Loss and, to the extent necessary, individual items of income, gain, loss or deduction, of the Partnership for each fiscal year or other applicable period of the Partnership shall be allocated among the General Partner and Limited Partners in accordance with their respective Percentage Interests.

  • Limitation on Allocation of Net Loss To the extent that any allocation of Net Loss would cause or increase an Adjusted Capital Account Deficit as to any Holder, such allocation of Net Loss shall be reallocated (x) first, among the other Holders of Partnership Common Units in accordance with their respective Percentage Interests with respect to Partnership Common Units and (y) thereafter, among the Holders of other classes of Partnership Units as determined by the General Partner, subject to the limitations of this Section 6.4.A(vi).

  • Allocation of Excess Nonrecourse Liabilities For purposes of determining a Holder’s proportional share of the “excess nonrecourse liabilities” of the Partnership within the meaning of Regulations Section 1.752-3(a)(3), each Holder’s respective interest in Partnership profits shall be equal to such Holder’s Percentage Interest with respect to Partnership Common Units, except as otherwise determined by the General Partner.

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