Adjusted Net Tangible Assets definition

Adjusted Net Tangible Assets means the total assets of the Company and its Significant Subsidiaries, minus goodwill and other intangible assets, as shown on the balance sheet of the Company delivered pursuant to Section 9.1 in respect of the most recently ended fiscal quarter of the Company.
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Adjusted Net Tangible Assets means, with respect to the Acquired Companies and their Subsidiaries on a combined basis, the amount by which "stockholders equity" exceeds "intangible assets" as reflected on the combined balance sheet of the Acquired Companies prepared in accordance with the Agreed Accounting Procedures as of immediately prior to and without giving effect to the consummation of the transactions contemplated by the Agreement and the Transaction Documents other than the making of the Seller Contribution contemplated by Section 1.2(a) of the Agreement.
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Adjusted Net Tangible Assets. Net Tangible Assets as shown on the Closing Balance Sheet.
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Examples of Adjusted Net Tangible Assets in a sentence

  • As provided in Section 2.8(f) of the Distribution Agreement, the Distribution Agreement's definition of Adjusted Net Tangible Assets, and the "Distribution Date Statement" referred to in Section 2.8(f) of the Distribution Agreement, in connection with the transfer of the Spinco Business to Spinco, Marriott shall, in effect, transfer to Spinco 100% of the income tax provisions of Marriott for accrued income taxes as at the Distribution Date.

  • Bodies may be walked upon because no other access is possible with the facilities available, the stacking of unlabelled dislocated body parts in bags may be seen as perfectly proper, and isolated bones trodden into the ground may be ignored.

  • Any such payment to be made under this paragraph (c) shall be made within three (3) Business Days of determination of Final Adjusted Net Tangible Assets pursuant to paragraph (b) above.

  • Following the Effective Time, Seller will pay Parent, or Parent will pay Seller, as the case may be, any amounts determined in accordance with Exhibit A based on target Adjusted Net Tangible Assets for the Acquired Companies, on a combined basis, of negative $35,000,000.

  • The costs of the Independent Accountant in connection with any such dispute shall be paid by the party whose proposed calculation of Adjusted Net Tangible Assets submitted to the Independent Accountant deviated most from the amount finally determined by the Independent Accountant.

  • The final allocation of the Purchase Price shall differ from the provisional allocation only to reflect the book value of the Adjusted Net Tangible Assets as shown on the Closing Balance Sheet.

  • BHIC in its First Announcement announced the details valuation of its subsidiaries using the method of Adjusted Net Tangible Assets (“Adjusted NTA”) and Discounted Cash Flow (“DCF”).

  • Finally, our IV regressions again indicate only very small effects from the production of compost in our sample.Appendix A8 examines whether pit planting affected farmers’ input use.

  • If the Adjusted Net Tangible Assets as set forth in the Preliminary Closing Date Balance Sheet exceeds the Final Adjusted Net Tangible Assets, then the Sellers shall pay to Purchaser by certified check or wire transfer of immediately available funds the amount of such excess.

  • Following the Effective Time, Seller will pay Parent, or Parent will pay Seller, as the case may be, any amounts determined in accordance with Exhibit A based on target Adjusted Net Tangible Assets for the Acquired Companies, on a combined basis, of $269,000,000.


More Definitions of Adjusted Net Tangible Assets

Adjusted Net Tangible Assets means the value of the total Tangible Assets of the Business (as of the Most Recent Balance Sheet Date, in the case of the Preliminary Closing Date Balance Sheet, and as of the Closing Date, in the case of the Adjustment Schedule), less the aggregate of the lines items "Trade Payables," "Accrued Payroll Liabilities," "Accrued Vacation Pay," and "Other Accrued Expenses" as derived from the balance sheet of the Business (as of the Most Recent Balance Sheet Date, in the case of the Preliminary Closing Date Balance Sheet, and as of the Closing Date, in the case of the Adjustment Schedule), in each case, per the books and records of the Sellers kept in accordance with GAAP, consistent with past practice and consistent with manner in which the Most Recent Financial Statements were prepared.
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Related to Adjusted Net Tangible Assets

  • Consolidated Net Tangible Assets means total assets (less depreciation and valuation reserves and other reserves and items deductible from gross book value of specific asset accounts under GAAP) after deducting therefrom (i) all current liabilities and (ii) all goodwill, trade names, trademarks, patents, unamortized debt discount, organization expenses, and other like intangibles, all as set forth on the most recent balance sheet of the Company and its consolidated Subsidiaries and computed in accordance with GAAP.

  • Adjusted Consolidated Net Tangible Assets means (without duplication), as of the date of determination, the remainder of:

  • Net Tangible Assets means the total of all assets (including revaluations thereof as a result of commercial appraisals, price level restatement or otherwise) appearing on the Company’s balance sheet, net of applicable reserves and deductions, but excluding goodwill, trade names, trademarks, patents, unamortized debt discount and all other like intangible assets (which term shall not be construed to include such revaluations), less the aggregate of the Company’s current liabilities appearing on such balance sheet. For purposes of this definition, the Company's balance sheet does not include assets and liabilities of its subsidiaries.

  • Total Tangible Assets means, as of any date, (a) the aggregate amount of the assets (other than intangible assets, goodwill and deferred tax assets) of the Group, as disclosed on the consolidated statement of financial position in the most recent Accounts of the Group, minus (b) the lesser of (i) the aggregate value of all Project Assets subject to any Lien securing any Limited Recourse Indebtedness and (ii) the aggregate principal amount of Limited Recourse Indebtedness, in each case, as reflected in (or derived from) the most recent Accounts of the Group, plus (c) the net cash proceeds received by the Parent Guarantor from any share capital issuance by the Parent Guarantor consummated after the date of the most recent balance sheet included in such Accounts and on or prior to such date.

  • Consolidated Total Tangible Assets means, as of any date, the Consolidated Total Assets as of such date, less all goodwill and intangible assets determined in accordance with GAAP included in such Consolidated Total Assets.

  • Consolidated Tangible Assets means, with respect to any Person as of any date, the amount which, in accordance with GAAP, would be set forth under the caption “Total Assets” (or any like caption) on a consolidated balance sheet of such Person and its Restricted Subsidiaries, less all goodwill, patents, tradenames, trademarks, copyrights, franchises, experimental expenses, organization expenses and any other amounts classified as intangible assets in accordance with GAAP.

  • Tangible Assets means assets consisting of land, buildings and plant, machinery and equipment;

  • Adjusted Net Book Value means, as of any date of determination, with respect to each Adjusted Program Vehicle as of such date, the product of 0.965 and the Net Book Value of such Adjusted Program Vehicle as of such date.

  • Consolidated Adjusted Net Worth means, as of any date of determination thereof, the Consolidated Net Worth less the total amount of all Restricted Investments in excess of 20% of Consolidated Net Worth, each as of such date of determination.

  • Adjusted Net Worth of any Guarantor shall mean at any time, the greater of (x) $0 and (y) the amount by which the fair saleable value of such Guarantor’s assets on the date of the respective payment hereunder exceeds its debts and other liabilities (including contingent liabilities, but without giving effect to any of its obligations under this Agreement or any other Loan Documents) on such date.

  • Adjusted Tangible Net Worth As of the date of determination thereof, the sum of: (i) Servicer's Tangible Net Worth; plus

  • Consolidated Adjusted Net Income means, for any period, the net income (or net loss) of the Company and its Restricted Subsidiaries for such period as determined on a consolidated basis in accordance with GAAP, adjusted to the extent included in calculating such net income or loss by excluding:

  • Consolidated Tangible Net Assets means, on any date of determination and with respect to any Person at any time, the total of all assets (including revaluations thereof as a result of commercial appraisals, price level restatement or otherwise) appearing on the consolidated balance sheet of such Person and its Consolidated Subsidiaries most recently delivered to the Lenders pursuant to Section 5.01(i) as of such date of determination, net of applicable reserves and deductions, but excluding goodwill, trade names, trademarks, patents, unamortized debt discount and all other like intangible assets (which term shall not be construed to include such revaluations), less the aggregate of the consolidated current liabilities of such Person and its Consolidated Subsidiaries appearing on such balance sheet.

  • Adjusted Consolidated Net Worth means, at any date, without duplication, the sum of (a) the consolidated shareholders’ equity, determined in accordance with GAAP, of the Guarantor and its Consolidated Subsidiaries, plus (b) the aggregate Hybrid Instrument Amount plus (c) the VA Adjustment Amount; provided that, in determining such Adjusted Consolidated Net Worth, there shall be excluded (i) any “Accumulated Other Comprehensive Income (Loss)” shown on the consolidated balance sheet of the Guarantor and its Consolidated Subsidiaries prepared in accordance with GAAP, (ii) the effect of any election under the fair value option in FASB ASC 825 permitting a Person to measure its financial assets or liabilities at the fair value thereof, and the related tax impact and (iii) all noncontrolling interests (as determined in accordance with Statement of Financial Accounting Standards No. 160, entitled “Noncontrolling Interests in Consolidated Financial Statements”) shown on the consolidated balance sheet of the Guarantor and its Consolidated Subsidiaries.

  • Adjusted Net Assets of such Guarantor at any date shall mean the lesser of (1) the amount by which the fair value of the property of such Guarantor exceeds the total amount of liabilities, including contingent liabilities (after giving effect to all other fixed and contingent liabilities incurred or assumed on such date), but excluding liabilities under the Guarantee of such Guarantor at such date and (2) the amount by which the present fair salable value of the assets of such Guarantor at such date exceeds the amount that will be required to pay the probable liability of such Guarantor on its debts (after giving effect to all other fixed and contingent liabilities incurred or assumed on such date), excluding debt in respect of the Guarantee of such Guarantor, as they become absolute and matured.

  • Consolidated Net Loss for any fiscal period, means the amount which, in conformity with GAAP, would be set forth opposite the caption "net income" (or any like caption), as the case may be, on a consolidated statement of earnings of the Borrower and its Subsidiaries, if any, for such fiscal period.

  • Adjusted Net Operating Income means, with respect to a Property for any given period, Net Operating Income of such Property for such period minus Capital Reserves for such period.

  • Consolidated Net Assets means the aggregate amount of assets (less reserves and other deductible items) after deducting current liabilities, as shown on the consolidated balance sheet of the Company and its Subsidiaries contained in the latest annual report to the stockholders of the Company and prepared in accordance with GAAP.

  • Adjusted Net Income ’ means net income adjusted for non-cash expenses (income) such as amortization of intangible assets, deferred income taxes, and certain other expenses (income). The Company believes that Adjusted net income is useful supplemental information as it provides an indication of the results generated by the Company’s main business activities prior to taking into consideration amortization of intangible assets, deferred income taxes, and certain other non-cash expenses (income) incurred or recognized by the Company from time to time. ‘‘Adjusted net income margin’’ refers to the percentage that Adjusted net income for any period represents as a portion of total revenue for that period.

  • Consolidated Net Earnings means, for any period, the net income (loss) of Borrower for such period, as determined on a Consolidated basis and in accordance with GAAP.

  • Consolidated Tangible Net Worth means, as of any date of determination, for the Borrower and its Subsidiaries on a consolidated basis, Shareholders’ Equity of the Borrower and its Subsidiaries on that date minus the Intangible Assets of the Borrower and its Subsidiaries on that date.

  • Consolidated Net Worth means at any time the consolidated stockholders’ equity of the Borrower and its Subsidiaries calculated on a consolidated basis as of such time.

  • Adjusted Consolidated Net Income means, for any period, Consolidated Net Income for such period plus the sum of the amount of all net non-cash charges (including, without limitation, depreciation, amortization, deferred tax expense and non-cash interest expense) and net non-cash losses which were included in arriving at Consolidated Net Income for such period, less the amount of all net non-cash gains and non-cash credits which were included in arriving at Consolidated Net Income for such period.

  • Adjusted Net Earnings means net earnings (loss) attributable to common stockholders as reported in the Company’s periodic reports filed with the Securities and Exchange Commission, provided that such amount shall be adjusted by reversing the following, to the extent such adjustments were made in calculating such net earnings (loss) attributable to common stockholders:

  • Intangible Assets means assets that are considered to be intangible assets under GAAP, including customer lists, goodwill, computer software, copyrights, trade names, trademarks, patents, franchises, licenses, unamortized deferred charges, unamortized debt discount and capitalized research and development costs.

  • Consolidated Intangible Assets means all goodwill, patents, trademarks, service marks, trade names, copyrights, and all other items which would be treated as intangibles on the consolidated balance sheet of a Person and its Subsidiaries that are Restricted Subsidiaries prepared in accordance with GAAP.