TANGIBLE NET VALUE Sample Clauses

TANGIBLE NET VALUE. (a) Prior to the Effective Time, (i) Coventry shall conduct further review of the balance sheet of Principal and/or any of the Principal Subsidiaries, and Principal and Coventry shall consult concerning certain adjustments to the balance sheet, if any, and a corresponding decrease in stockholder's equity ("Net Worth Decrease") of Principal and the Principal Subsidiaries, on a consolidated basis, which Net Worth Decrease Coventry believes to be appropriate after consultation with Arthxx Xxxexxxx XXX, in order for such balance sheet to be in accordance with GAAP; and (ii) Principal and Mutual shall conduct further review of Coventry's reserves for contingent FEHBP liabilities, and if such reserves are considered to be inadequate by Principal and Mutual, Principal and Mutual shall conduct further review of all of Coventry's claims reserves and determine certain adjustments, if any, to such reserves ("Reserve Adjustment") which they believe to be appropriate after consultation with Ernst & Young LLP. If the parties shall agree on the amount of the Net Worth Decrease and the amount of the Reserve Adjustment, the Reserve Adjustment shall reduce the Net Worth Decrease, but not less than zero. If the parties shall not agree on the amount of Net Worth Decrease and the amount of the Reserve Adjustment, such amounts shall be determined in accordance with Section 6.19(c). (b) As used herein, the term "Tangible Net Value" shall mean the difference as of immediately prior to the Effective Time between (x) the aggregate book value of the tangible Principal Assets calculated in accordance with GAAP, consistent with the accounting principles applied in Principal's financial statements as adjusted pursuant to Section 6.19(a) hereof and (y) the aggregate book value of the Assumed Liabilities calculated in accordance with GAAP, consistent with the accounting principles applied in Principal's financial statements as adjusted pursuant to Section 6.19(a) hereof.
Sample 1
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Related to TANGIBLE NET VALUE

  • Tangible Net Worth The Seller will not permit its tangible net worth, at any time, to be less than $10,000,000.

  • 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.

  • Minimum Tangible Net Worth The Parent and the Borrower shall not permit Tangible Net Worth at any time to be less than (i) $731,508,263 plus (ii) 75% of the Net Proceeds of all Equity Issuances effected at any time after the Agreement by the Parent, the Borrower or any of the Subsidiaries of the Parent to any Person other than the Parent, the Borrower or any of the Subsidiaries of the Parent.

  • Consolidated Tangible Net Worth 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.

  • Minimum Consolidated Tangible Net Worth Borrower shall not permit Consolidated Tangible Net Worth to be less than $600,000,000 plus eighty-five percent (85%) of the Net Proceeds of any Equity Issuance received after the Agreement Execution Date.

  • Gross Asset Value The term "Gross Asset Value" means, with respect to any asset, the asset's adjusted basis for federal income tax purposes, except as follows:

  • Tangible Assets The Target owns or leases all buildings, machinery, equipment, and other tangible assets necessary for the conduct of its business as presently conducted and as presently proposed to be conducted. Each such tangible asset is free from defects (patent and latent), has been maintained in accordance with normal industry practice, is in good operating condition and repair (subject to normal wear and tear), and is suitable for the purposes for which it presently is used and presently is proposed to be used.

  • Net Asset Value The net asset value of each outstanding Share of the Trust shall be determined at such time or times on such days as the Trustees may determine, in accordance with the 1940 Act. The method of determination of net asset value shall be determined by the Trustees and shall be as set forth in the Prospectus or as may otherwise be determined by the Trustees. The power and duty to make the net asset value calculations may be delegated by the Trustees and shall be as generally set forth in the Prospectus or as may otherwise be determined by the Trustees.

  • Tangible Property Except for specific items which may be owned by independent contractors, the machinery, equipment, fixtures, tools and supplies used in connection with the Resort, including without limitation, with respect to the operations and maintenance of the Common Elements, are owned either by Borrower, Silverleaf Club, or the applicable Timeshare Owners’ Association.

  • 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

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