Excess Net Worth definition

Excess Net Worth means the amount, if any, by which the aggregate shareholder's equity as shown on the Closing Date Balance Sheet is greater than the aggregate shareholders' equity as shown on the December 31 Balance Sheet. All indemnification obligations of the Stockholder with respect to unpaid accounts receivable pursuant to Section 6.11 hereof shall be reduced by the amount of any Excess Net Worth (but only to the extent such Excess Net Worth has not previously been utilized to reduce an indemnification obligation under this sentence). Notwithstanding any other term of this Agreement, in no event shall any Stockholder be liable under this Section 12 for an amount which exceeds the aggregate value (determined at the Merger Effective Date) of the consideration received by such Stockholder under this Agreement.
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Excess Net Worth means the amount, if any, by which the sum of (i) aggregate shareholders' equity as shown on the Closing Date Balance Sheet and (ii) the AAA Distribution is greater than the aggregate shareholders' equity as shown on the Balance Sheet of the COMPANY as at December 31, 1996. All indemnification obligations of the STOCKHOLDERS with respect to unpaid accounts receivable pursuant to Section 6.11 hereof shall be reduced by the amount of any Excess Net Worth (but only to the extent such Excess Net Worth has not previously been utilized to reduce an indemnification obligation pursuant to this sentence).
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Excess Net Worth means the difference, if any, between the
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Examples of Excess Net Worth in a sentence

  • The Escrow Agent shall deliver such Excess Net Worth Amount, in accordance with Section 4(d) hereof, not later than the second business day following receipt of such written instructions.

  • Dividends shall not be made a part of the Escrow Account, shall not be deemed to be part of the Escrow Account and shall not be available hereunder for the payment of the Excess Net Worth Amount or of any Claims made by Hubbxxx xxxinst the Escrow Account.

  • All indemnification obligations of the Stockholder with respect to unpaid accounts receivable pursuant to Section 6.11 hereof shall be reduced by the amount of any Excess Net Worth (but only to the extent such Excess Net Worth has not previously been utilized to reduce an indemnification obligation under this sentence).

  • All indemnification obligations of the Stockholders with respect to unpaid accounts receivable pursuant to Section 6.11 hereof shall be reduced by the amount of any Excess Net Worth (but only to the extent such Excess Net Worth has not previously been utilized to reduce an indemnification obligation pursuant to this sentence).

  • The Purchaser shall not be entitled to indemnification under Sections 10.1(a)(i), (a)(ii) and (a)(iii) hereunder until such time as a single Loss or an aggregate of two (2) or more Losses exceeds the Excess Net Worth.

  • All indemnification obligations of the STOCKHOLDERS with respect to unpaid accounts receivable pursuant to Section 6.11 hereof shall be reduced by the amount of any Excess Net Worth (but only to the extent such Excess Net Worth has not previously been utilized to reduce an indemnification obligation pursuant to this sentence).

  • The payment of the Deficiency Amount or the Excess Net Worth Amount shall be made within 10 days of the date of determination of the Final Closing Balance Sheet.

  • All indemnification obligations of the STOCKHOLDER with respect to unpaid accounts receivable pursuant to Section 6.11 hereof shall be reduced by the amount of any Excess Net Worth (but only to the extent such Excess Net Worth has not previously been utilized to reduce an indemnification obligation under this sentence).

  • All indemnification obligations of the Stockholder with respect to unpaid accounts receivable pursuant to Section 6.11 hereof shall be reduced by the amount of anyExcess Net Worth (but only to the extent such Excess Net Worth has not previously been utilized to reduce an indemnification obligation under this sentence).


More Definitions of Excess Net Worth

Excess Net Worth means the amount, if any, by which the aggregate shareholder's equity as shown on the Closing Date Balance Sheet is greater than the (a) the aggregate shareholders' equity as shown on the December 31 Balance Sheet minus (b) $100,000. All indemnification obligations of the STOCKHOLDER with respect to unpaid accounts receivable pursuant to Section 6.11 hereof shall be reduced by the amount of any Excess Net Worth (but only to the extent such Excess Net Worth has not previously been utilized to reduce an indemnification obligation under this sentence). Notwithstanding any other term of this Agreement, in no event shall the STOCKHOLDER be liable under this Section 12 for an amount which exceeds the Merger Consideration.
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Excess Net Worth means the amount, if any, by which the aggregate shareholders equity as shown on the Closing Date Balance Sheet exceeds $2,200,000. All indemnification obligations of the Stockholder with respect to unpaid accounts receivable pursuant to Section 6.11 hereof shall be reduced by the amount of anyExcess Net Worth (but only to the extent such Excess Net Worth has not previously been utilized to reduce an indemnification obligation under this sentence). Notwithstanding any other term of this Agreement, in no event shall any Stockholder be liable under this Section 12 for an amount which exceeds the aggregate value (determined at the Merger Effective Date) of the consideration received by such Stockholder under this Agreement.
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Excess Net Worth has the meaning set forth in section 2.8(b).
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Excess Net Worth means the difference, if any, between the Acquired Consolidated Net Worth and the Established Consolidated Net Worth.
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Excess Net Worth means the amount, if any, by which the aggregate shareholders' equity as shown on the Closing Date Balance Sheet is greater than the aggregate shareholders' equity as shown on the Balance Sheet of the Company as at December 31, 1996. All indemnification obligations of the Stockholders with respect to unpaid accounts receivable pursuant to Section 6.11 hereof shall be reduced by the amount of any Excess Net Worth (but only to the extent such Excess Net Worth has not previously been utilized to reduce an indemnification obligation pursuant to this sentence).
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Related to Excess Net Worth

  • Minimum Net Worth means, for any Fiscal Quarter, the minimum Consolidated Net Worth required to be maintained by the Parent as of the end of such Fiscal Quarter pursuant to Section 6.12.

  • Net Worth means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, as per the audited balance sheet, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation.

  • Minimum Tangible Net Worth means, with respect to the Parent, at any time, the sum of (a) $1,418,939,250 plus (b) 75% of the aggregate net proceeds received by the Parent or any of its Subsidiaries after September 30, 2013 in connection with any offering of Stock or Stock Equivalents of the Parent or its Subsidiaries; provided however, that any such net proceeds used solely for the purpose of redeeming the Parent’s preferred stock shall not be included in such sum.

  • Book Net Worth means the aggregate of the common and preferred stockholders' equity in the Borrower, determined in accordance with GAAP.

  • Adjusted Net Worth of each Guarantor shall mean the greater of (x) the Net Worth (as defined below) of such Guarantor and (y) zero; and (iii) the “Net Worth” of each Guarantor shall mean the amount by which the fair saleable value of such Guarantor’s assets on the date of any Relevant Payment exceeds its existing debts and other liabilities (including contingent liabilities, but without giving effect to any Guaranteed Obligations arising under this Guaranty or any guaranteed obligations arising under any guaranty of any Permitted Additional Indebtedness) on such date. Notwithstanding anything to the contrary contained above, any Guarantor that is released from this Guaranty pursuant to Section 17 hereof shall thereafter have no contribution obligations, or rights, pursuant to this Section 18, and at the time of any such release, if the released Guarantor had an Aggregate Excess Amount or an Aggregate Deficit Amount, same shall be deemed reduced to $0, and the contribution rights and obligations of the remaining Guarantors shall be recalculated on the respective date of release (as otherwise provided above) based on the payments made hereunder by the remaining Guarantors. All parties hereto recognize and agree that, except for any right of contribution arising pursuant to this Section 18, each Guarantor who makes any payment in respect of the Guaranteed Obligations shall have no right of contribution or subrogation against any other Guarantor in respect of such payment until the Termination Date. Each of the Guarantors recognizes and acknowledges that the rights to contribution arising hereunder shall constitute an asset in favor of the party entitled to such contribution. In this connection, each Guarantor has the right to waive its contribution right against any Guarantor to the extent that after giving effect to such waiver such Guarantor would remain solvent, in the determination of the Required Lenders.

  • Adjusted Tangible Net Worth As of the date of determination thereof, the sum of: (i) Servicer's Tangible Net Worth; plus (ii) one percent (1%) of the amount of Servicer's servicing portfolio, as determined by the Master Servicer in the Master Servicer's reasonable discretion.

  • Effective Tangible Net Worth means the Borrower’s stated net worth plus Subordinated Debt but less all intangible assets of the Borrower (i.e., goodwill, trademarks, patents, copyrights, organization expense, and similar intangible items including, but not limited to, investments in and all amounts due from affiliates, officers or employees).

  • 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.

  • 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 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.

  • Tangible Net Worth is, on any date, the consolidated total assets of Borrower and its Subsidiaries minus, (i) any amounts attributable to (a) goodwill, (b) intangible items such as unamortized debt discount and expense, Patents, trade and service marks and names, Copyrights and research and development expenses except prepaid expenses, and (c) reserves not already deducted from assets, and (ii)

  • Consolidated Coverage Ratio means as of any date of determination, with respect to any Person, the ratio of (x) the aggregate amount of Consolidated EBITDA of such Person for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which financial statements are internally available to (y) Consolidated Interest Expense for such four fiscal quarters; provided, however, that:

  • Normal Minimum Generation means the lowest output level of a generating resource under normal operating conditions.

  • 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).

  • percentage ratios has the meaning ascribed to it under the Listing Rules;

  • Percentage Ratio means with respect to a Trust, the percentage relationship among the Securities based on the number of contracts of each Option per Unit, the principal amount of each Bond per Unit and the number of shares of each Equity Security per Unit compared to all Securities attributable to each Unit existing immediately prior to the related additional deposit of Securities. The Percentage Ratio shall be adjusted to the extent necessary, and may be rounded, to reflect the occurrence of a stock dividend, a stock split or a similar event which affects the capital structure of the issuer of a security."

  • Cash Flow Coverage Ratio means, for any period, the ratio of (i) Adjusted Parent Operating Cash Flow for such period to (ii) Corporate Charges for such period.

  • Adjusted Net Maximum Mortgage Rate With respect to any Mortgage Loan (or the related REO Property), as of any date of determination, a per annum rate of interest equal to the applicable Maximum Mortgage Rate for such Mortgage Loan (or the Mortgage Rate in the case of any Fixed-Rate Mortgage Loan) as of the first day of the month preceding the month in which the related Distribution Date occurs minus the sum of (i) the Trustee Fee Rate and (ii) the Servicing Fee Rate.

  • Final Net Working Capital shall have the meaning set forth in Section 2.3(b)(ii).

  • 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.

  • Eligible area means a distressed area, a labor surplus area, an inner city area, or a situational distress area.

  • Asset Coverage Ratio means, on a consolidated basis for Borrower and its Subsidiaries, the ratio which the value of total assets, less all liabilities and indebtedness not represented by Senior Securities, bears to the aggregate amount of Senior Securities representing indebtedness of the Borrower and its Subsidiaries (all as determined pursuant to the Investment Company Act and any orders of the SEC issued to the Borrower thereunder). For clarity, the calculation of the Asset Coverage Ratio shall be made in accordance with any exemptive order issued by the Securities and Exchange Commission under Section 6(c) of the Investment Company Act relating to the exclusion of any Indebtedness of any SBIC Subsidiary from the definition of Senior Securities only so long as (a) such order is in effect, and (b) no obligations have become due and owing pursuant to the terms of any Permitted SBIC Guarantee.

  • Target Net Working Capital means $36,500,000.

  • Unencumbered Asset Value means, at any time for the Consolidated Group, without duplication, the sum of the following: (a) an amount equal to (i) Unencumbered NOI from all Unencumbered Properties (other than Non-Stabilized Properties and acquisition properties described in clause (b) below) that have been owned by the Consolidated Group for four full fiscal quarter periods or longer (which amount for each individual Unencumbered Property as well as the aggregate amount for all Unencumbered Properties shall not be less than zero) divided by (ii) the Capitalization Rate, plus (b) the aggregate acquisition cost of all Unencumbered Properties acquired during the then most recently ended four fiscal quarter period, plus (c) the undepreciated book value of Unencumbered Properties that are Non-Stabilized Properties; provided that if the Unencumbered Asset Value attributable to Non-Stabilized Properties accounts for more than 15% of Unencumbered Asset Value, the amount of undepreciated book value of such Non-Stabilized Properties that exceeds such limit shall be deducted from Unencumbered Asset Value, plus (d) cash from like-kind exchanges on deposit with a qualified intermediary (“1031 proceeds”), plus (e) the value of Mezzanine Debt Investments and Mortgage Receivables owned by the Consolidated Group that are not more than ninety (90) days past due determined in accordance with GAAP, in each case that are not subject to a Lien or Negative Pledge; provided that if the Unencumbered Asset Value attributable to Mezzanine Debt Investments and Mortgage Receivables accounts for more than 10% of Unencumbered Asset Value, the amount of Mezzanine Debt Investments and Mortgage Receivables that exceeds such limit shall be deducted from Unencumbered Asset Value, plus (f) the undepreciated book value of all Unimproved Land and Construction in Progress owned by the Consolidated Group to the extent any such assets are not subject to a Lien or Negative Pledge, plus (g) Balance Sheet Cash; provided that, to the extent that Unencumbered Asset Value attributable to investments in Mezzanine Debt Investments, Mortgage Receivables, 1031 proceeds, Unimproved Land, and Construction in Progress account for more than 25% of Unencumbered Asset Value, in the aggregate, the amount that exceeds such limit shall be deducted from Unencumbered Asset Value. For clarification purposes, in determining whether clause (a) or clause (b) above applies, the date a Property will be deemed to have been acquired is the date it was acquired by the Consolidated Group or any prior Affiliate of the Consolidated Group.

  • Adjusted Net Mortgage Rate As to each Mortgage Loan and at any time, the per annum rate equal to the Mortgage Rate less the Expense Fee Rate.