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 has the meaning set forth on Schedule 2.5.5.
Adjustment Assets as defined in Section 2.05(c)(i)(A);
Examples of Adjustment Assets in a sentence
Where: (a) the Adjustment Assets exceed the Adjustment Liabilities, the Purchaser shall pay the excess to WKH BVI within 5 business days of the determination; or (b) the Adjustment Liabilities exceed the Adjustment Assets, WKH BVI shall pay the excess to the Purchaser within 5 business days of the determination.
Seller shall deliver to Buyer, not less than seven Business Days prior to the Closing Date, a certificate signed by Seller (the "Pre-Closing Certificate"), which shall specify Seller's good faith estimate of the adjustments to the Purchase Price required under Section 3.4(a) above (including an estimate of the Adjustment Assets, Adjustment Liabilities and Equivalent Basic Subscribers), calculated as of the Adjustment Time and prepared consistent with GAAP.
This is because the IRR value generated is smaller than the IRR value prevailing in Indonesia.
The following table shows the assets and liabilities within the matching adjustment funds: Matching Adjustment Assets over Liabilities £'000MA AssetsMA LiabilitiesMatching Adjustment Portfolio 15,146,0004,886,249Matching adjustment Portfolio 28,540,1598,166,836Total Matching Adjustment13,686,15913,053,085 Surplus in the matching adjustment funds is available to cover both the MCR and the SCR.
Where the Adjustment Assets are equal to the Adjustment Liabilities, no payment shall be made by either party.
More Definitions of Adjustment Assets
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 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 (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; (C) Accounts Receivable and other receivables; (D) Tax refunds due to any of the Helicon Companies for any Tax period ending prior to the Adjustment Time; and (E) any other current assets which are reflected in the Financial Statements or, pursuant to GAAP, should have been but were not reflected in the Financial Statements. For purposes of the foregoing, Accounts Receivable (net of any allowance for doubtful accounts) shall be valued at 100% of all Subscriber receivables that are less than one month past due, 99% of all Subscriber receivables that are between one and two months past due, 60% of all Subscriber receivables between two and three months past due, and 95% of all advertising and other receivables that are less than three months past due, in each case determined from the later of the last day of the period to which any outstanding xxxx relates, or the date of billing.
Adjustment Assets means an amount (without double counting) equal to the sum of the Dollar amount of all current assets of the Company (determined in accordance with GAAP, which shall be applied in a manner consistent with the Company Financial Statements to the extent they are consistent with GAAP), including (a) the unrestricted cash and cash equivalents of the Company, (b) the accounts receivable of the Company, if any, and (c) cash held by the Company as deposits and other restricted cash (determined in a manner consistent with the Company Financial Statements) to the extent (i) not covered in clause (a) of this definition and (ii) offset by a corresponding liability of the Company which constitutes an Adjustment Liability. No Tax assets shall be included in the calculation of Adjustment Assets.
Adjustment Assets means cash, Accounts Receivable (except for intercompany and related party receivables), Tax refunds due to the Company for any Taxable year ending on or including the Closing Date (other than those described in Schedule 2.4(b)), and prepaid expenses of the Company, and "Adjustment Liabilities" means accounts payable and accrued expenses of the Company, any prepayment penalties on Indebtedness (assuming repayment thereof at the Effective Time) and all unrecorded liabilities of the Company that are properly accruable under GAAP, with appropriate year-end adjustments as of the Effective Time, all determined in a manner consistent with GAAP (including the amount of any federal excise tax that may be assessed as a result of the sale to Buyer of the Common Stock held by the ESOP), subject to the following provisions:
Adjustment Assets is hereby deleted in its entirety and replaced with the following: