Closing Specified Net Assets definition

Closing Specified Net Assets means an amount equal to the sum, which maybe a positive or negative number, of certain assets and liabilities of the Contributed Companies and the Contributed Businesses as set forth on the specific line items on Exhibit J hereto, calculated as of 11:59 p.m. (New York City time) on the day immediately preceding the Closing Date in accordance with the Agreed Principles; provided, however, that Closing Specified Net Assets (i) shall not reflect any liability for which PEGC I or PEGC I OP is responsible under this Agreement, (ii) shall not give effect to the consummation of the Transactions and (iii) shall not include any amounts included in Closing Indebtedness or the Contribution Transaction Expenses or otherwise taken into account in the Actual Adjusted OP Unit Consideration Amount.
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Closing Specified Net Assets means the Specified Net Assets of the Business as of the Closing Date.
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Closing Specified Net Assets means the Specified Net Assets as of the Closing Date, calculated in accordance with Section 1.12.
Sample 1

Examples of Closing Specified Net Assets in a sentence

  • The presentation of the Closing Specified Net Assets will be in the same form as that utilized in the Sample Statement, utilizing the Accounting Principles.

  • The presentation of the Estimated Closing Specified Net Assets will be in the same form as that utilized in the Sample Statement, and utilizing the same accounting principles, practices, methodologies and policies utilized in the preparation of the Sample Statement (collectively, the “Accounting Principles”).(b) Final Statement.

  • The presentation of the Estimated Closing Specified Net Assets will be in the same form as that utilized in the Sample Statement, and utilizing the same accounting principles, practices, methodologies and policies utilized in the preparation of the Sample Statement (collectively, the “Accounting Principles”).

  • For purposes of this Agreement, the “Final Cash Payment” means the sum of (i) the Fixed Price Component plus (b) an amount equal to the Final Closing Specified Net Assets, minus (c) an amount equal to the Final Delinquency Adjustment, minus (d) an amount equal to the Final MERS Adjustment, and minus (e) an amount equal to the Final Tax Contract Adjustment.(e) Upward Adjustments.

  • In exchange for such Conveyances, the applicable Subsidiary of Seller will record a receivable from the applicable Wimbledon Entity immediately prior to the Closing in an amount equal to the excess of the value at which such Wimbledon Assets are reflected in the calculation of the Closing Specified Net Assets over the amount of Wimbledon Liabilities, if any, Conveyed to such Wimbledon Entity.

  • For purposes of this Agreement, the “Final Cash Payment” means the sum of (i) the Fixed Price Component plus (b) an amount equal to theFinal Closing Specified Net Assets, m inus (c) an amount equal to the Final Delinquency Adjustment, m inus (d) an amount equal to the FinalMERS Adjustment, and m inus (e) an amount equal to the Final Tax Contract Adjustment.(e) Upward Adjustments.

  • For purposes of this Agreement, the “Final Cash Payment” means the sum of (i) the Fixed Price Component plus (b) an amount equal to the Final Closing Specified Net Assets, minus (c) an amount equal to the Final Delinquency Adjustment, minus (d) an amount equal to the Final MERS Adjustment, and minus (e) an amount equal to the Final Tax Contract Adjustment.

Related to Closing Specified Net Assets

  • 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.

  • Net Working Capital Target means $0.00.

  • Adjusted Consolidated Working Capital means, at any time, Consolidated Current Assets (but excluding therefrom all cash and Cash Equivalents) less Consolidated Current Liabilities at such time.

  • Target Net Working Capital Amount means $5,000,000.

  • Working Capital Target means $0.

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

  • Net Asset Value or "NAV” means per Unit value of the Trust arrived at by dividing the Net Assets by the number of Units outstanding.

  • Average Net Assets means the average of all of the determinations of the Fund’s net asset value at the close of business on each business day during each month while this Contract is in effect. The fee is payable for each month within 15 days after the close of the month. The fees payable by the Fund to the Manager pursuant to this Section 3 will be reduced by any commissions, fees, brokerage or similar payments received by the Manager or any affiliated person of the Manager in connection with the purchase and sale of portfolio investments of the Fund, less any direct expenses approved by the Trustees incurred by the Manager or any affiliated person of the Manager in connection with obtaining such payments. In the event that expenses of the Fund for any fiscal year exceed the expense limitation on investment company expenses imposed by any statute or regulatory authority of any jurisdiction in which shares of the Fund are qualified for offer or sale, the compensation due the Manager for such fiscal year will be reduced by the amount of excess by a reduction or refund thereof. In the event that the expenses of the Fund exceed any expense limitation which the Manager may, by written notice to the Fund, voluntarily declare to be effective subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager will be reduced, and if necessary, the Manager will assume expenses of the Fund, to the extent required by the terms and conditions of such expense limitation. If the Manager serves for less than the whole of a month, the foregoing compensation will be prorated.

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).

  • Estimated Closing Date Net Working Capital has the meaning set forth in Section 2.3(a)(i).

  • Consolidated Working Capital Adjustment means, for any period of determination on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • 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 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 EBITDA means, with respect to the Borrower and the Subsidiaries on a consolidated basis for any period, the Consolidated Net Income of the Borrower and the Subsidiaries for such period plus

  • Target Working Capital Amount means $75,000,000.

  • 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.

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • Closing Date Net Working Capital shall have the meaning set forth in Section 2.03(c).

  • Adjusted gross proceeds means gross proceeds less cash prizes, cost of

  • Net Working Capital Amount means, with respect to a Participating McNeil Partnership, the excess of the Positive Excess Cash Balance of such Participating McNeil Partnership over the cash on hand of such Participating McNeil Partnership immediately prior to the Effective Time.

  • 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.

  • Closing Net Working Capital has the meaning set forth in Section 2.6(a).

  • Target Net Working Capital means $0.

  • Adjusted Working Capital means the remainder of (a) the consolidated current assets of the Obligors minus the amount of cash and cash equivalents included in such consolidated current assets, minus (b) the consolidated current liabilities of the Obligors minus the amount of consolidated short-term Debt (including current maturities of long-term Debt) of the Obligors included in such consolidated current liabilities.

  • net non-operating income means the difference between: (A) revenues from all sources other than those related to operations; and (B) expenses, including taxes and payments in lieu of taxes, incurred in the generation of revenues in (A) above.