Adjustment Assets means (without duplication) the sum of the following, as the same shall exist as of the Adjustment Time, to the extent relating to the System, are included in the Assets, and are consistent with the representations, warranties and covenants of Sellers contained herein, and to the extent (and only up to such amount) included on the Pre-Closing Certificate described in Section 3.3(b) as adjusted in the Post-Closing Certificate described in Section 3.3(c), calculated to reflect the principle enunciated in Section 3.3(a):
Adjustment Assets means, as of any date, the sum of: (A) cash and cash equivalents, (B) prepaid expenses, deposits, and other current assets (other than inventory); (C) Accounts Receivable and other receivables; (D) tax refunds due to any of the FrontierVision Companies for any tax period ending prior to the Adjustment Time; (E) the amount of Reimbursable Capital Expenditures; (F) the amount of the cash consideration paid by the FrontierVision Companies in connection with the systems exchange transactions, if consummated prior to the Closing hereunder, with InterMedia Partners of Kentucky L.P. referred to in Section 6.1 of FrontierVision's Disclosure Schedule; (G) the aggregate amount of any cash investments made by the FrontierVision Companies in The Maine Internet Works, Inc. and Landmark Net Access, Inc. after the date of this Agreement and prior to the Adjustment Time (provided that any such investments shall not be included unless Buyer consented to such investments); (H) the amount of the net asset, if applicable, referred to in Section 6.7(e); and (I) the amount of the insurance premiums paid by the FrontierVision Companies prior to the Adjustment Time as contemplated by Section 6.13, in each case of clauses (A) through (D) computed for the FrontierVision Companies on a consolidated basis and without duplication in accordance with GAAP and in each case of clauses (E) through (I) as agreed above. Exhibit F referred to below in Section 2.5(c) identifies and describes the "other receivables" referenced in clause (C) above that would be included in Adjustment Assets if the Closing Date were the date of this Agreement. The disclosure made pursuant to the immediately preceding sentence is for informational purposes only.
Adjustment Assets as defined in Section 2.05(c)(i)(A);
Examples of Adjustment Assets in a sentence
The Financial Assets and Liabilities shall be adjusted from those set forth on the Balance Sheet to reflect certain Pre-Closing Financial Adjustments and the Adjustment Assets and Liabilities, as set forth in Sections 2.6 and 2.7.
The attached Exhibit C sets forth illustrations of the operation of this Section 3.3(a) and the computation of the Adjustment Assets and the Adjustment Liabilities.
At Closing the only assets and liabilities of the Partnership and Southeast shall be the Operating Assets and the Adjustment Assets and Liabilities.
At Closing the only assets and liabilities of the Partnership and Reserves LLC shall be the Operating Assets and the Adjustment Assets and Liabilities.
The Purchase Price shall be increased by the amount of the Adjustment Assets as of the Adjustment Time and shall be decreased by the Adjustment Liabilities as of the Adjustment Time.
More Definitions of Adjustment Assets
Adjustment Assets means (without duplication) the sum of the following, as the same shall exist as of the Adjustment Time, to the extent relating to the System and consistent with the representations, warranties and covenants of Seller contained herein and to the extent (and only up to such amount) included on the Pre-Closing Certificate described in Section 3.4(b) and as adjusted in the Post-Closing Certificate described in Section 3.4(c), calculated in accordance with GAAP consistently applied and in a manner consistent with the preparation of the Financial Statements and to reflect the principle enunciated in Section 3.4(a):
Adjustment Assets means, as of any date, in each case computed for the Helicon Companies on a consolidated basis and without duplication in accordance with GAAP, the sum of: (A) cash and cash equivalents; (B) prepaid expenses and deposits;
Adjustment Assets means the sum of: (A) cash and cash equivalents (but only to the extent such cash is held by the Partnership and the Subsidiaries at the Closing), (B) Eligible Accounts Receivable net of any credit balances owed to cable television subscribers of the Partnership Systems, (C) Prepaid Expenses, (D) Deposits, and (E) Other Current Assets, in each case of clauses (A) through (E) computed for the Partnership and the Subsidiaries as of the Adjustment Time on a consolidated basis and without duplication in accordance with GAAP applied on a basis consistent with the preparation of the Partnership's Financial Statements.
Adjustment Assets means the categories of assets set forth on Schedule 2.5.5.”
Adjustment Assets shall have the meaning set forth in Section 2.3(b).
Adjustment Assets means, without duplication, all current assets of TPGC and the Subsidiaries as of the Effective Time, determined in accordance with GAAP, including, but not limited to, all cash, cash equivalents and Accounts Receivable, and "Adjustment Liabilities" shall mean, without duplication, all current liabilities of TPGC and the Subsidiaries as of the Effective Time, determined in accordance with GAAP, which, notwithstanding the foregoing, shall include Sellers' Expenses that have not been paid by TPGC or any of its Subsidiaries prior to the Closing Date, but shall exclude (i) any Indebtedness for Borrowed Money with respect to which a deduction has been made in calculating the Purchase Price in Section 2.2; (ii) any transfer taxes, filing fees or other similar expenses, fees and liabilities resulting from the transactions contemplated by this Agreement that Buyer is obligated to pay hereunder; and (iii) any amounts in respect of capital expenditures incurred by TPGC or any of the Subsidiaries after the Cap-X Reimbursement Date, which are accrued but remain unpaid, subject to the following provisions:
Adjustment Assets means the sum of: (A) cash and cash equivalents (but only to the extent such cash is held by the InterMedia Companies at the Closing), (B) Eligible Accounts Receivable net of any credit balances owed to cable television subscribers of the InterMedia Systems, (C) Prepaid Expenses, (D) Deposits, (E) Programming/Launch Receivables, and (F) Other Current Assets, in each case of clauses (A) through (F) computed for the InterMedia Companies as of the Adjustment Time on a consolidated basis and without duplication in accordance with GAAP applied on a basis consistent with the preparation of the InterMedia Balance Sheet and Schedule 2.3.