Estimated Net Liabilities definition

Estimated Net Liabilities means the Net Asset Value or the Net Liabilities (as applicable) according to the Pro Forma Completion Accounts, as calculated and determined based on financial figures stated in the Pro Forma Completion Accounts.
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Estimated Net Liabilities has the meaning set forth in Section 3.4(a).
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Estimated Net Liabilities means the amount by which total consolidated liabilities of the Company and the Subsidiaries (as defined in Section 3.1(a)) as of June 30, 2001 as determined in accordance with German GAAP ("TOTAL LIABILITIES"), exceed total consolidated assets of the Company and the Subsidiaries as of June 30, 2001, as determined in accordance with German GAAP ("TOTAL ASSETS"), excluding good will, each as reflected in the Estimated Balance Sheet.
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Examples of Estimated Net Liabilities in a sentence

  • The amounts of the Estimated Net Liabilities, estimated as of the date of this Agreement, are set forth on Schedule 3.4(a)(2) hereto.

  • This is known as a “subject access request”.All subject access requests should be made in writing and sent to the Office of the Data Protection Commissioner at the details to be accessed on our website shown at end of Part 13.

  • Seller and the Company agree that if Net --------------- Liabilities as of the Closing Date exceed Estimated Net Liabilities, Buyer shall be entitled to recover the amount of such excess from the Escrow Fund as a Loss in accordance with the procedures set forth in Section 7.2.

  • Subject to Section 7.2, the Company and the Shareholders agree that Parent shall have recourse to the Escrow Fund for payment of any Net Liabilities in excess of the Estimated Net Liabilities used in calculating the Net Liabilities Adjustment as of Closing Date and were not deducted from the Total Consideration; provided, however, that in no event shall Parent be entitled to recovery from the Escrow Fund unless the Net Liabilities exceed $650,000.

  • For all purposes of this Agreement, the following terms shall have the following meanings: "Adjusted Dollar Amount" shall mean an amount equal to $17,000,000 minus: (i) the amount by which the Estimated Net Liabilities (excluding Estimated Third Party Expenses reflected on the Estimated Balance Sheet) exceeds $405,739 and (ii) the amount by which the Estimated Third Party Expenses exceed $310,000.


More Definitions of Estimated Net Liabilities

Estimated Net Liabilities as contained in Section 1.6(a) of the Merger Agreement shall be amended to read in its entirety as follows:
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Estimated Net Liabilities means the amount by which total liabilities of the Company as of May 31, 2001, other than Company Debt, as determined in accordance with GAAP, but excluding Estimated Third Party Expenses, deferred revenue and any accrued payroll ("Total Liabilities"), exceed total current assets of the Company as determined in accordance with GAAP, each as reflected in the Estimated Balance Sheet, plus (i) any cash used to make payroll payments by the Company on or after May 31, 2001 to its employees and (ii) in the event Parent enters into the Industrial Road Lease, $790,200 (together with the current assets reflected in the Estimated Balance Sheet, the "Total Current Assets"),."
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Estimated Net Liabilities means(pound)864,380;
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Estimated Net Liabilities means the amount by which total liabilities of the Company as of the Closing Date, other than Company Debt, as determined in accordance with GAAP ("Total Liabilities"), but excluding Estimated Third Party Expenses, exceed total current assets of the Company as determined in accordance with GAAP ("Total Current Assets"), each as reflected in the Estimated Balance Sheet.
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Estimated Net Liabilities means the amount by which total liabilities of the Company (excluding convertible debt and debt converted into equity since the date of this Agreement) as determined in accordance with GAAP ("Total Liabilities") exceeds total current assets of the Company as determined in accordance with GAAP ("Total Current Assets"), each as reflected in the Estimated Balance Sheet. "Estimated Third Party Expenses" shall mean Third Party Expenses (as defined in Section 5.4) of the Company on the Closing Date as estimated by the Company in good faith and based on reasonable assumptions. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. "GAAP" shall mean United States generally accepted accounting principles. "Key Employees" shall mean those employees of the Company listed on Exhibit B. 3
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Related to Estimated Net Liabilities

  • Current Liabilities are all obligations and liabilities of Borrower to Bank, plus, without duplication, the aggregate amount of Borrower’s Total Liabilities that mature within one (1) year.

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

  • Parent Liabilities shall have the meaning set forth in Section 2.3(b).

  • Off-Balance Sheet Liabilities of any Person shall mean (i) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (ii) any liability of such Person under any Sale-Leaseback Transactions that do not create a liability on the balance sheet of such Person, (iii) any obligation under a Synthetic Lease or (iv) any obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such Person.

  • Net Liability as used herein is defined as the Company's gross liability remaining after cessions, if any, to other pro rata reinsurers.

  • Contingent Liabilities means, respectively, each obligation and liability of the Credit Parties and all such obligations and liabilities of the Credit Parties incurred pursuant to any agreement, undertaking or arrangement by which any Credit Party either: (i) guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the indebtedness, dividend, obligation or other liability of any other Person in any manner (other than by endorsement of instruments in the course of collection), including without limitation, any indebtedness, dividend or other obligation which may be issued or incurred at some future time; (ii) guarantees the payment of dividends or other distributions upon the shares or ownership interest of any other Person; (iii) undertakes or agrees (whether contingently or otherwise): (A) to purchase, repurchase, or otherwise acquire any indebtedness, obligation or liability of any other Person or any property or assets constituting security therefor; (B) to advance or provide funds for the payment or discharge of any indebtedness, obligation or liability of any other Person (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), or to maintain solvency, assets, level of income, working capital or other financial condition of any other Person; or (C) to make payment to any other Person other than for value received; (iv) agrees to lease property or to purchase securities, property or services from such other Person with the purpose or intent of assuring the owner of such indebtedness or obligation of the ability of such other Person to make payment of the indebtedness or obligation; (v) to induce the issuance of, or in connection with the issuance of, any letter of credit for the benefit of such other Person; or (vi) undertakes or agrees otherwise to assure or insure a creditor against loss. The amount of any Contingent Liability shall (subject to any limitation set forth herein) be deemed to be the outstanding principal amount (or maximum permitted principal amount, if larger) of the indebtedness, obligation or other liability guaranteed or supported thereby.

  • Current Assets means, as of any applicable date, all amounts that should, in accordance with GAAP, be included as current assets on the consolidated balance sheet of Borrower and its Subsidiaries as at such date.

  • Allocated Loss Adjustment Expenses or “ALAE” means all court costs and court expenses; pre- and post-judgement interest; fees for service of process; attorneys’ fees; cost of undercover operative and detective services, costs of employing experts; costs for legal transcripts; costs for copies of any public records; costs of depositions and court-reported or recorded statements; costs and expenses of subrogation; and any similar fee, cost or expense reasonably chargeable to the investigation, negotiation, settlement or defense of a loss or a claim or suit against you, or to the protection and perfection of your or our subrogation rights.

  • Consolidated Net Working Capital means (a) all current assets of the Company and its Restricted Subsidiaries except current assets from Oil and Gas Hedging Contracts, less (b) all current liabilities of the Company and its Restricted Subsidiaries, except (i) current liabilities included in Indebtedness, (ii) current liabilities associated with asset retirement obligations relating to oil and gas properties and (iii) any current liabilities from Oil and Gas Hedging Contracts, in each case as set forth in the consolidated financial statements of the Company prepared in accordance with GAAP (excluding any adjustments made pursuant to FASB ASC 815).

  • Consolidated Current Liabilities means, as at any date of determination, the total liabilities of Holdings and its Subsidiaries on a consolidated basis that may properly be classified as current liabilities in conformity with GAAP, excluding the current portion of long term debt.

  • Off-Balance Sheet Liability of a Person means (a) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (b) any indebtedness, liability or obligation under any so-called “synthetic lease” transaction entered into by such Person, or (c) any indebtedness, liability or obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such Person (other than operating leases).

  • non-current liabilities means all liabilities other than current liabilities

  • Consolidated Liabilities means, as at any date of determination, all liabilities of the Borrower and its Subsidiaries as of such date classified as liabilities in accordance with GAAP and determined on a Consolidated basis.

  • Consolidated Total Liabilities means total liabilities and all mandatorily redeemable preferred stock of Borrower and its Restricted Subsidiaries, on a consolidated basis, all as determined in accordance with GAAP.

  • Identified Contingent Liabilities means the maximum estimated amount of liabilities reasonably likely to result from pending litigation, asserted claims and assessments, guaranties, uninsured risks and other contingent liabilities of the Borrower and its Subsidiaries taken as a whole after giving effect to the Transactions (including all fees and expenses related thereto but exclusive of such contingent liabilities to the extent reflected in Stated Liabilities), as identified and explained in terms of their nature and estimated magnitude by responsible officers of the Borrower.

  • 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.

  • Loss Adjustment Expenses means all costs and expenses incurred by the Company in the investigation, adjustment and settlement of claims. Loss adjustment expenses include third-party costs as well as the Company’s internal expenses, including salaries and expenses of loss management personnel and certain administrative costs.

  • Product Liabilities means all claims, Liabilities and Proceedings related to or arising from actual or alleged harm, injury, damage or death to persons, animals, property or business, irrespective of the legal theory asserted, and resulting from or alleged to result from the use, sale or manufacture of the Products.

  • Gross Liability Value means, with respect to any Liability of the Partnership described in Treasury Regulation Section 1.752-7(b)(3)(i), the amount of cash that a willing assignor would pay to a willing assignee to assume such Liability in an arm’s-length transaction.

  • Common expense liability means the liability for common

  • Capitalized Lease Liabilities means the principal portion of all monetary obligations of the Borrower or any of its Subsidiaries under any leasing or similar arrangement which, in accordance with GAAP, would be classified as capitalized leases, and, for purposes of this Agreement and each other Loan Document, the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP.

  • Consolidated Depreciation Expense means, for any period, the depreciation expense of Borrower and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

  • 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 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.

  • Loss Adjustment Expense means costs and expenses incurred by the Company in connection with the investigation, appraisal, adjustment, settlement, litigation, defense or appeal of a specific claim or loss, or alleged loss, including but not limited to:

  • SF1-4 Intrinsic Loss Estimate means total losses under this Single Family Shared-Loss Agreement in the amount of eleven million dollars ($11,000,000.00).