Liability Assumption Value Sample Clauses

Liability Assumption Value. As of the Closing Date, Seller shall transfer to Buyer the accounts receivable, accounts payable, and the long-term liabilities in such amounts that Buyer’s net liability assumption (the extent the accounts payable and long term liabilities exceed transferred accounts receivable) (hereafter referred to as the “Liability Assumption Value”) is no more than a total net liability assumption of Seventy Thousand Two Hundred Eleven Dollars & 17/100 ($70,211.17).
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Related to Liability Assumption Value

  • Total Liabilities to Tangible Net Worth Ratio Maintain a ratio of total liabilities to Tangible Net Worth of less than .80 to 1.0 as of the end of each fiscal quarter.

  • Net Tangible Assets Acquiror shall have at least five million one dollars ($5,000,001) of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) remaining after the Offer.

  • Total Liabilities to Tangible Net Worth Permit or suffer the ratio of the consolidated Total Liabilities of the Company and its subsidiaries to the consolidated Tangible Net Worth of the Company and its subsidiaries to be greater than 1.85 to 1.00.

  • Consolidated Total Liabilities All liabilities of the Borrower and its Subsidiaries determined on a consolidated basis in accordance with generally accepted accounting principles.

  • Consolidated Tangible Net Worth (i) The net worth of Seller and its consolidated subsidiaries, on a combined basis, determined in accordance with GAAP, minus (ii) all intangibles determined in accordance with GAAP (including goodwill, capitalized financing costs and capitalized administration costs but excluding originated and purchased mortgage servicing rights or retained residual securities) and any and all advances to, investments in and receivables held from affiliates; provided, however, that the non-cash effect (gain or loss) of any xxxx-to-market adjustments made directly to stockholders’ equity for fluctuation of the value of financial instruments as mandated under the Statement of Financial Accounting Standards No. 133 (or any successor statement) shall be excluded from the calculation of Consolidated Tangible Net Worth.

  • Adjusted Tangible Net Worth On the Effective Date, Seller’s Adjusted Tangible Net Worth is not less than the amount set forth in Section 2.1 of the Pricing Side Letter.

  • Liability for Specific Obligations The Administrator will be liable only for its specific obligations under this Agreement. All other liability is expressly waived and released as a condition of, and consideration for, the execution of this Agreement by the Administrator. The Administrator will be liable for its willful misconduct, bad faith or negligence in performing its obligations under this Agreement.

  • Consolidated Total Assets All assets of the Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP.

  • Maintenance of Total Unencumbered Assets The Company and its Subsidiaries will maintain Total Unencumbered Assets of not less than 200% of the aggregate outstanding principal amount of the Unsecured Debt of the Company and its Subsidiaries on a consolidated basis.

  • Minimum Consolidated Tangible Net Worth (a) Prior to consummation of the Merger, the Borrower will not at any time permit Consolidated Tangible Net Worth to be less than the sum of (i) $788,000,000.00 plus (ii) seventy-five percent (75%) of the sum of any additional Net Offering Proceeds after the date of this Agreement.

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