Actual TNW definition

Actual TNW shall equal the Specified Assets as of the Effective Date, as reflected on the Closing Balance Sheet minus (b) the Specified Liabilities as of the Effectiveness Date, as reflected on the Closing Balance Sheet. The "Minimum TNW" shall equal One Million Two Hundred Fifty Thousand Dollars ($1,250,000).
Actual TNW shall equal (a) the net book value of the Specified Assets as of the Effective Date (including for the purpose, the net book value of any purchased software and purchased programming as of the Effective Date), as reflected on the Closing Balance Sheet (excluding the book value of equipment purchased since December 31, 1996 not in the ordinary course of business), minus the net book value of Intangibles (including for this purpose, the net book value of any internally developed Software) of Sellers' Accounts Receivable Collection Business as of the Effective Date, as reflected on the Closing Balance Sheet minus (b) the Specified Liabilities as of the Effective Date, as reflected on the Closing Balance Sheet. The "Minimum TNW" shall equal Three Million Six Hundred Thousand Dollars ($3,600,000).
Actual TNW shall equal (a) the book value of the Specified Assets of Seller as of the Closing Date, as reflected on the Closing Balance Sheet, minus (b) the Specified Liabilities of Seller as of the Closing Date, as reflected on the Closing Balance Sheet. The "Minimum TNW" shall equal Five Million Nine Hundred Thirty-Six Thousand, Three Hundred Forty-Six Dollars ($5,936,346).

Examples of Actual TNW in a sentence

  • The "Actual TNW" shall equal the Specified Assets as of the Effective Date, as reflected on the Closing Balance Sheet minus (b) the Specified Liabilities as of the Effectiveness Date, as reflected on the Closing Balance Sheet.

  • The Sellers shall instruct Sellers' Accountants to (a) prepare a statement ("Statement of Adjustments") showing a clear and detailed calculation of the Actual TNW and the TNW Adjustment to the Purchase Price described in this Section 3.4; and (b) deliver the Statement of Adjustments to Buying Companies at the same time as the Closing Financial Statements and related documents are delivered to Buying Companies under Section 3.2.

  • If the Actual TNW (as defined below) is less than the Minimum TNW (as defined below), then the Purchase Price shall be decreased by the amount by which Actual TNW is less than the Minimum TNW (the adjustment provided for by this Section is referred to as the "TNW Adjustment").

  • The following table presents the Minimum TNW compared to our Actual TNW: June 30, 2018 (In thousands)Minimum TNW $ 6,681Actual TNW.........................................................................................

  • The "TNW Adjustment" shall be ----------------------------- equal to the amount, if any, by which the Actual TNW (as defined below) is less than the Minimum TNW (as defined below).

  • The "Actual TNW" shall equal (a) the book value of the Specified Assets of Seller as of the Closing Date, as reflected on the Closing Balance Sheet, minus (b) the Specified Liabilities of Seller as of the Closing Date, as reflected on the Closing Balance Sheet.

  • The "Actual TNW" shall equal the combined stockholders' equity of Gen-X Holdings and Gen-X Equipment as of the Closing Date, as reflected on the Closing Date Balance Sheets, minus the book value of the good will of Gen-X Holdings and Gen-X Equipment as of the Closing Date, as reflected on the Closing Date Balance Sheets.

  • The Purchase Price shall be decreased by the amount (the "Negative Adjustment"), if any, by which the Actual TNW (as defined below) is less than the Minimum TNW (as defined below) and shall be increased by the amount (the "Positive Adjustment"), if any, by which the Actual TNW is greater than the Minimum TNW.

  • Buying Companies shall pay, and shall not be indemnified for, any Specified Liability if and to the extent that such Specified Liability was set forth on the Closing Balance Sheet and taken into consideration in determining the Actual TNW of Sellers' Accounts Receivable Collection Business.

  • If the Actual TNW (as defined in Section 3.3.1(A)) is less than the Minimum TNW (as defined in Section 3.3.1(A)), then the Purchase Price shall be decreased by the amount by which Actual TNW is less than the Minimum TNW.


More Definitions of Actual TNW

Actual TNW shall equal the combined stockholders' equity of Gen-X Holdings and Gen-X Equipment as of the Closing Date, as reflected on the Closing Date Balance Sheets, minus the book value of the good will of Gen-X Holdings and Gen-X Equipment as of the Closing Date, as reflected on the Closing Date Balance Sheets. The "Minimum TNW" shall be equal to a deficit of One Hundred Thousand Dollars ($100,000).

Related to Actual TNW

  • Actual/360 means that interest is calculated on the basis of the actual number of days elapsed in a year of 360 days.

  • Actual weight means the actual unladen weight of a vehicle or combination of

  • Actual Minimum means, as of any date, the maximum aggregate number of shares of Common Stock then issued or potentially issuable in the future pursuant to the Transaction Documents, including any Underlying Shares issuable upon exercise in full of all Warrants, without giving effect to (x) any limits on the number of shares of Common Stock that may be owned by a Holder at any one time, or (y) any additional Underlying Shares that could be issuable as a result of any future possible adjustments made under Section 9(d).

  • Actual torso angle means the angle measured between a vertical line through the "H" point and the torso line using the back angle quadrant on the 3-D H machine. The actual torso angle corresponds theoretically to the design torso angle (for tolerances, see paragraph 3.2.2. below).

  • Actual Uptime means, of the Total Operation Hours, the aggregate number of hours in any month during which each equipment is actually available for use.

  • Actual Cash Value means purchase price less depreciation.

  • Actual miles means the actual distance a vehicle has traveled while in operation.

  • Actual Cost means the cost of depleted supplies, records storage media costs, actual mailing and alternative delivery costs, or other transmitting costs, and any direct equipment operating and maintenance costs, including actual costs paid to private contractors for copying services.

  • Actual emissions means the actual rate of emissions in tpy of any regulated pollutant (for fee calculation) emitted from a Part 71 source over the preceding calendar year. Actual emissions shall be calculated using each emissions unit’s actual operating hours, production rates, in-place control equipment, and types of materials processed, stored, or combusted during the preceding calendar year.

  • Actual/365 (Fixed) means the actual number of days in the Interest Period divided by 365.

  • Actual/360 Basis The accrual of interest on the basis of the actual number of days elapsed during any relevant accrual period in a year assumed to consist of 360 days.

  • Actual consumption means the measured consumption by a customer of a municipal service;

  • actual carrier means a person, other than the contracting carrier, who, by virtue of authority from the contracting carrier, performs the whole or part of the carriage contemplated in paragraph (b) but who is not with respect to such part a successive carrier within the meaning of the Warsaw Convention. Such authority is presumed in the absence of proof to the contrary.

  • Actual Value means the greenhouse gas emissions savings for some or all of the steps of a specific biofuel, bioliquid or biomass fuel production process, calculated in accordance with the methodology laid down in Part C of Annex V or Part B of Annex VI;

  • Actual Costs means any costs, direct losses and expenses (including any loss of revenue) reasonably incurred or reasonably expected to be incurred by the Train Operator including those attributable to limb (f) of a Category 3 Disruption and any increase in Variable Costs but net of:

  • Actual Payment means, with respect to a Receivable and a Collection Period, all payments received by the Servicer from or for the account of the related Obligor on such Receivable during such Collection Period, net of any Supplemental Servicing Fees attributable to such Receivable.

  • Actual Tax Liability means, with respect to any Taxable Year, the liability for Covered Taxes of the Corporation (a) appearing on Tax Returns of the Corporation for such Taxable Year and (b) if applicable, determined in accordance with a Determination (including interest imposed in respect thereof under applicable law).

  • Transfer Premium shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the amount of Landlord’s applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transfer.

  • Actual Fraud means actual and intentional fraud with respect to the representations and warranties expressly set forth in this Agreement that is committed by the party making such representations or warranties.

  • Baseline actual emissions means the rate of emissions, in tons per year, of a regulated NSR pollutant, as determined in accordance with paragraphs (i) through (iv) of this definition.

  • Actual Contribution Percentage means, with respect to a Plan Year, the ratio (expressed as a percentage) of the sum of the amount of (a) Matching Contributions, (b) After-Tax Contributions, (c) Qualified Nonelective ESOP Contributions, and (d) Tax Deferred Contributions recharacterized as After-Tax Contributions, made on behalf of the Participant for the Plan Year to the Participant’s Testing Compensation for the Plan Year.

  • Actual service means the total straight-time pay hours accumulated in a title. The first 240 hours per year of authorized unpaid time off for non- disciplinary reasons shall not be deducted from actual service.

  • Actual Shipments means volumes of Crude Petroleum that originate on the Pipeline at the Receipt Point and that are ultimately delivered at a Delivery Point. All volumes shall be measured at the Receipt Point.

  • Projected actual emissions means the maximum annual rate, in tons per year, at which an existing emissions unit is projected to emit a regulated NSR pollutant in any one of the 5 years (12-month period) following the date the unit resumes regular operation after the project, or in any one of the 10 years following that date, if the project involves increasing the emissions unit’s design capacity or its potential to emit that regulated NSR pollutant, and full utilization of the unit would result in a significant emissions increase, or a significant net emissions increase at the major stationary source.

  • Standard Contractual Clauses means the clauses attached hereto as Exhibit 1 pursuant to the European Commission’s decision (C(2010)593) of 5 February 2010 on Standard Contractual Clauses for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection.

  • Recovered tax increment value means, except as otherwise