Tastemaker B. V. Current Assets shall mean, as of any time, all items, excluding deferred taxes, which would be classified as a current asset under the heading "CURRENT ASSETS" on a consolidated balance sheet of Tastemaker B.V. determined and prepared in accordance with the customary accounting practices, procedures and policies of Tastemaker B.V. used in connection with its regularly prepared internal financial statements.
Tastemaker B. V. Current Liabilities shall mean, as of any time, all items, excluding deferred taxes, which would be classified as a current liability under the heading "CURRENT LIABILITIES" on a consolidated balance sheet of Tastemaker B.V. determined and prepared in accordance with the customary accounting practices, procedures and policies of Tastemaker B.V. used in connection with its regularly prepared internal financial statements.
Tastemaker B. V. Long-Term Liabilities ------------------------------------- Adjustment shall mean, at any time, an amount equal to either (i) if the Tastemaker B.V. Long-Term Liabilities at such time exceed the Tastemaker B.V. Long-Term Liabilities Baseline, the amount by which the Tastemaker B.V. Long-Term Liabilities at such time exceeds the Tastemaker B.V. Long- Term Liabilities Baseline or (ii) if the Tastemaker B.V. Long-Term Liabilities Baseline exceeds the Tastemaker B.V. Long-Term Liabilities at such time, the amount by which the Tastemaker B.V. Long-Term Liabilities Baseline exceeds the Tastemaker B.V. Long-Term Liabilities at such time; provided, however, that if the Tastemaker B.V. Long-Term Liabilities at such time equal the Tastemaker B.V. Long-Term Liabilities Baseline, the Tastemaker B.V. Long-Term Liabilities Adjustment shall be zero.
Tastemaker B. V. Subsidiary shall mean Tastemaker S.A., a limited liability company organized and existing under the laws of Spain.
Tastemaker B. V. Working Capital shall mean, ------------------------------- at any time, an amount equal to the difference between (i) the amount of Tastemaker B.V. Current Assets at such time, and (ii) the amount of Tastemaker B.V. Current Liabilities at such time. 1.1.90
Tastemaker B. V. Long-Term Liabilities shall ------------------------------------- mean, at any time, the liabilities of Tastemaker B.V. (other than the Tastemaker B.V. Current Liabilities, the long-term component of pension liabilities and deferred taxes) which would be classified as a liability under the heading "TOTAL LIABILITIES" on a consolidated balance sheet of Tastemaker B.V. determined and prepared in accordance with the customary accounting practices, procedures and policies of Tastemaker B.V. used in connection with its regularly prepared internal financial statements. 1.
Tastemaker B. V. Working Capital Adjustment ------------------------------------------ shall mean, at any time, an amount equal to either (i) if the Tastemaker B.V. Working Capital at such time exceeds the Tastemaker B.V. Working Capital Baseline, the amount by which the Tastemaker B.V. Working Capital at such time exceeds the Tastemaker B.V. Working Capital Baseline, or (ii) if the Tastemaker B.V. Working Capital Baseline exceeds the Tastemaker B.V. Working Capital at such time, the amount by which the Tastemaker B.V. Working Capital Baseline exceeds the Tastemaker B.V. Working Capital at such time; provided, however, that if the Tastemaker B.V. Working Capital at such time equals the Tastemaker B.V. Working Capital Baseline the Tastemaker B.V. Working Capital Adjustment shall be zero. 1.1.91 Tastemaker B.V. Working Capital Baseline ---------------------------------------- shall mean the Tastemaker B.V. Working Capital on the June 28, 1996 unaudited consolidated balance sheet of Tastemaker B.V., which was an amount equal to Nine Million Two Hundred Twenty-One Thousand One Hundred Ninety-Two Dollars ($9,221,192.00). 1.1.92
Tastemaker B. V. Value shall mean an amount --------------------- equal to $150,000,000 and (A) either (i) increased by the Tastemaker B.V. Working Capital Adjustment, if the Tastemaker B.V. Working Capital as of the Adjustment Time exceeds the Tastemaker B.V. Working Capital Baseline or (ii) decreased by the Tastemaker B.V. Working Capital Adjustment, if the Tastemaker B.V. Working Capital Baseline exceeds the Tastemaker B.V. Working Capital as of the Adjustment Time, and (B) either (i) decreased by the Tastemaker B.V. Long- Term Liabilities Adjustment if the Tastemaker B.V. Long-Term Liabilities as of the Adjustment Time exceed the Tastemaker B.V. Long-Term Liabilities Baseline, or (ii) increased by the Tastemaker B.V. Long-Term Liabilities Adjustment if the Tastemaker B.V. Long-Term Liabilities Baseline exceeds the Tastemaker B.V. Long-Term Liabilities as of the Adjustment Time.
Tastemaker B. V. Long-Term Liabilities shall mean, at any time, the liabilities of Tastemaker B.V. (other than the Tastemaker B.V. Current Liabilities, the long-term component of pension liabilities and deferred taxes) which would be classified as a liability under the heading "TOTAL LIABILITIES" on a consolidated balance sheet of Tastemaker B.V. determined and prepared in accordance with the customary accounting practices, procedures and policies of Tastemaker B.V. used in connection with its regularly prepared internal financial statements.
Tastemaker B. V. Partnership Election. Prior to the Closing Date, Hercules and Mallinckrodt shall cause Tastemaker B.V. to make an election complying with the requirements of Treasury Regulations Section 301.7701-3(c) to be classified, effective as of a date prior to the Closing Date, as a partnership for United States federal income Tax purposes.
