Final Net Asset Amount definition

Final Net Asset Amount has the meaning set forth in Section 3.15(a).
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Final Net Asset Amount shall be the amount of the Net Assets of the Company as of the Effective Time, as reflected on the Closing Date Balance Sheet.
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Final Net Asset Amount means the amount calculated pursuant to Section 2.5(e) and (f). Financial Statements the Balance Sheet and related statement of operations and the Net Asset Statement of the Business as of the Balance Sheet Date and for the year then ended prepared in accordance with GAAP consistently applied, attached hereto as Schedule 4.4(a).
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Examples of Final Net Asset Amount in a sentence

  • Proposed Final Net Asset Amount" shall have the meaning set forth in Section 2.3. Section 1.66.

  • The accounts receivable of the Picasso Media Business as reflected in the Net Asset Amount (and to be reflected in the Final Net Asset Amount) arose in the ordinary course of business from bona fide transactions and, except as set forth on Schedule 4.6, are not subject to any setoff, counterclaim or defense other than as reflected in the applicable reserves as reflected in the Net Asset Amount (and to be reflected in the Final Net Asset Amount).

  • The Debtors received from BMC a proposed Closing Statement setting forth the Final Net Asset Amount and other correspondence in which BMC initially asserted payment from and/or adjustment by the Debtors in excess of the $10 million Escrow Amount; BMC has subsequently reduced its asserted adjustment to no more than the Escrow Amount.

  • In the event Buyers dispute the correctness of the Proposed Final Net Asset Amount, Buyers shall notify Sellers in writing of its objections within 30 days after receipt of Sellers’ calculation of the Proposed Final Net Asset Amount and shall set forth, in writing and in reasonable detail, the reasons for Buyers’ objections.

  • Buyer and Seller shall each pay their own expenses of preparing and analyzing the Final Net Asset Amount and resolving objections thereto; except that the fees and expenses of the Accountant shall be borne proportionately by Buyer and Seller on the basis of the discrepancy (in dollars) between the aggregate value established for all disputed items by each such party as presented to the Accountant and the aggregate value of the final and binding determination of such disputed items by the Accountant.

  • Final Net Asset Amount" shall have the meaning set forth in Section 2.3. Section 1.29.

  • Buyer shall cause personnel of the PRC Companies to be reasonably available to assist Ernsx & Xoung LLP in its preparation of the Proposed Final Net Asset Amount.

  • Except to the extent of the reserves to be reflected in the Final Net Asset Amount, all of the accounts receivable of the Picasso Media Business to be reflected in the Final Net Asset Amount are collectable in the ordinary course using commercially reasonable efforts.

  • Cash and equivalents are/will be excluded for the purposes of the Opening Balance Sheet and the Final Net Asset Amount calculation.

  • In the event Seller disputes the correctness of the Proposed Final Net Asset Amount, Seller shall notify Purchaser in writing of its objections within 30 days after receipt of Purchaser's calculation of the Proposed Final Net Asset Amount and shall set forth, in writing and in reasonable detail, each of the reasons for Seller's objections.


More Definitions of Final Net Asset Amount

Final Net Asset Amount means an amount equal to (i) the sum of the Receivables, the prepaid expenses, and the fixed assets set forth in the Final Accounting Documents referred to in section 1.4, reduced by (ii) the sum of the Accrued Employee Liability (as defined below) and the Deferred Revenue Obligation (as defined in schedule 1.3) set forth in the Final Accounting Documents, and (z) "Assumed Liabilities" means all liabilities and obligations under the Customer Contracts, the Third Party Licenses, and the Leases, and all liabilities and obligations of the Seller and its subsidiaries in respect of accrued vacations, bonuses, commissions, and unfunded pension and other benefits to, and, in the case of employees and consultants domiciled outside the United States, pursuant to employment agreements with, the employees and consultants listed on schedule 4.2.9 who become employees or consultants of the Purchaser or its designees within 30 days after the Closing (the "Accrued Employee Liability"). The term "Assumed Liabilities" also includes all severance obligations to the employees and consultants listed on schedule 4.2.9 who become employees or consultants of the Purchaser or its designees within 30 days after the Closing. Notwithstanding the foregoing, however, "Assumed Liabilities" does not include (1) any liabilities or obligations for taxes, for the infringement of intellectual property rights of third parties, for violations of law, for breaches of contract, or for tort, in each case based on any facts, events, or circumstances arising or existing before the Closing, (2) any liabilities or obligations under any Customer Contracts, Third Party Licenses, or Leases that cannot be assigned or transferred to the Purchaser or its designees without the prior written consent of a third party, unless that written consent shall have been obtained, or (3) any liabilities or obligations for trade payables or accrued expenses, or for severance or other benefits to employees or consultants (other than as expressly set forth above).
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Final Net Asset Amount has the meaning set forth in Section 2.4.2 below.
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Final Net Asset Amount has the meaning given such term in Section 2.4(f); (ff) "Financial Statements" means, collectively, the consolidated unaudited financial statements of the Acquired Corporations for the periods ended December 31, 2003, 2004 and 2005, copies of which are attached hereto as Schedule 2.4; (gg) "GAAP" means generally accepted accounting principles in Canada; (hh) "Governmental Authorization" means any (i) Permit, license, certificate, franchise, permission, easement variance, clearance, registration, qualification, exemption, order, approval or authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Entity or pursuant to any Legal Requirement; or (ii) right under any Contract with any Governmental Entity; (ii) "Governmental Entity" means any federal, provincial, state, regional or municipal government or other political subdivision thereof and any entity or person of competent jurisdiction exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to government; (jj) "GST" means goods and services tax; (kk) "Hazardous Substances" means (i) any hazardous materials, hazardous wastes, hazardous substances, toxic wastes and toxic substances as those or similar terms are defined under any Environmental Laws; (ii) any asbestos or any material which contains any hydrated mineral silicate, including chrysolite,
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Related to Final Net Asset Amount

  • Net Amount means the Distribution Amount less the sum of all quarterly payments received by the COP Swap Counterparties under the COP Swap Collateral Agreement in respect of amounts owed under the COP Swap Agreements since January 1, 2014.

  • 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.

  • Allocation Amount means, as of the Closing Date, the Series 2017-1 Stated Principal Amount and on any date of determination thereafter, the sum of, without duplication, (a) the Allocation Amount determined as of the later of the Closing Date or the date of determination immediately prior to the then current date of determination, plus (b) the amount of all increases in the Series 2017-1 Stated Principal Amount resulting from the issuance of additional Series 2017-1 Notes since the prior date of determination, plus (c) all reimbursements, as provided in Section 4.04(e) or otherwise, of reductions in the Allocation Amount due to Investor Charge-Offs or Reallocated Principal Collections since the prior date of determination, minus (d) the amount of the reduction in the Allocation Amount due to Investor Charge-Offs since the prior date of determination, determined as set forth in Section 4.07, minus (e) the amount of the reduction in the Allocation Amount due to the application of Reallocated Principal Collections since the prior date of determination, determined as set forth in Section 4.08, minus (f) the amount deposited into the Principal Funding Account or (without duplication) deposited into the Distribution Account pursuant to Section 4.05(c) or paid to the Series 2017-1 Noteholders (in each case, after giving effect to any deposits, allocations, reallocations or withdrawals to be made on that day) since the prior date of determination; provided, however, that (1) the Allocation Amount may never be less than zero, (2) the Allocation Amount may never be greaterthan the Adjusted Outstanding Dollar Principal Amount and (3) if there is a sale of Collateral in accordance with Section 4.14, the Allocation Amount will be reduced to zero upon such sale.

  • Total Distribution Amount With respect to any Distribution Date, the sum of (i) the aggregate of the Interest Remittance Amounts for such date; (ii) the aggregate of the Principal Remittance Amounts for such date; and (iii) all Prepayment Premiums collected during the related Prepayment Period.

  • Group I Basic Principal Distribution Amount With respect to any Distribution Date, the excess of (i) the Group I Principal Remittance Amount for such Distribution Date over (ii)(a) the Overcollateralization Release Amount, if any, for such Distribution Date multiplied by (b) the Group I Allocation Percentage.

  • Group II Basic Principal Distribution Amount With respect to any Distribution Date, the excess of (i) the Group II Principal Remittance Amount for such Distribution Date over (ii)(a) the Overcollateralization Release Amount, if any, for such Distribution Date multiplied by (b) the Group II Allocation Percentage.

  • Extra Principal Distribution Amount As of any Distribution Date, the lesser of (x) the related Total Monthly Excess Spread for such Distribution Date and (y) the related Subordination Deficiency for such Distribution Date.

  • Unadjusted Principal Distribution Amount As defined in the definition of “Principal Distribution Amount.”

  • Adjusted Net Assets of a Guarantor at any date shall mean the lesser of the amount by which (x) the fair value of the property of such Guarantor exceeds the total amount of liabilities, including, without limitation, contingent liabilities (after giving effect to all other fixed and contingent liabilities), but excluding liabilities under the Guarantee, of such Guarantor at such date and (y) 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 and all other fixed and contingent liabilities (after giving effect to all other fixed and contingent liabilities and after giving effect to any collection from any Subsidiary of such Guarantor in respect of the obligations of such Guarantor under the Guarantee), excluding Indebtedness in respect of the Guarantee, as they become absolute and matured.

  • Basic Principal Distribution Amount With respect to any Distribution Date, the excess of (i) the Principal Remittance Amount for such Distribution Date over (ii) the Excess Subordinated Amount, if any, for such Distribution Date.

  • Offset Amount means the amount or amounts which the Joint Venturers may be entitled to offset against future royalty payments pursuant to subclause (3) of this Clause;

  • 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.

  • Current Class A Interest Distribution Amount As to any Distribution Date, the amount distributed in respect of the Classes of Class A Certificates pursuant to Paragraph first of Section 4.01(a) on such Distribution Date.

  • Formula Principal Distribution Amount means, as of any Remittance Date, the sum of:

  • Pool Distribution Amount As to any Distribution Date and Loan Group, the excess of (a) the sum of (i) the aggregate of (A) the interest portion of any Monthly Payment on a Mortgage Loan in such Loan Group (net of the Servicing Fee) and the principal portion of any Monthly Payment on a Mortgage Loan in such Loan Group due on the Due Date in the month in which such Distribution Date occurs and which is received prior to the related Determination Date (or in the case of any Monthly Covered Amount, the related Remittance Date) and (B) all Periodic Advances and payments of Compensating Interest made by the Servicer in respect of such Loan Group and Distribution Date deposited to the Servicer Custodial Account pursuant to Section 3.08(b)(vii); (ii) all Liquidation Proceeds received on the Mortgage Loans in such Loan Group during the preceding calendar month and deposited to the Servicer Custodial Account pursuant to Section 3.08(b)(iii); (iii) all Principal Prepayments (other than Total Covered Amounts) received on the Mortgage Loans in such Loan Group during the month preceding the month of such Distribution Date and deposited to the Servicer Custodial Account pursuant to Section 3.08(b)(i) during such period and all Total Covered Amounts received and deposited in the Servicer Custodial Account by the related Remittance Date; (iv) in connection with Defective Mortgage Loans in such Loan Group or Converted Mortgage Loans, as applicable, the aggregate of the Repurchase Prices and Substitution Adjustment Amounts deposited on the related Remittance Date pursuant to Section 3.08(b)(vi); (v) any other amounts in the Servicer Custodial Account deposited therein pursuant to Sections 3.08(b)(iv), (v) and (ix) in respect of such Distribution Date and such Loan Group; (vi) any Reimbursement Amount required to be included pursuant to Section 5.02(a) and (vii) any Recovery with respect to such Distribution Date over (b) any (i) amounts permitted to be withdrawn from the Servicer Custodial Account pursuant to clauses (i) through (vii), inclusive, of Section 3.11(a) in respect of such Loan Group and (ii) amounts permitted to be withdrawn from the Certificate Account pursuant to clauses (i) and (ii) of Section 3.11(b) in respect of such Loan Group.

  • Net Adjustment Amount means an amount, which may be positive or negative, equal to the Closing Net Working Capital as finally determined pursuant to this Section 2.9 minus the Preliminary Net Working Capital as set forth on the Preliminary Closing Statement;

  • Class B Adjusted Invested Amount means, with respect to any date of determination, an amount equal to the Class B Invested Amount less the positive difference, if any, between the Principal Funding Account Balance and the Class A Invested Amount on such date.

  • Class A Adjusted Invested Amount means, with respect to any date of determination, an amount equal to the Class A Invested Amount less the Principal Funding Account Balance (but not in excess of the Class A Invested Amount) on such date.

  • M3 Principal Distribution Amount With respect to any Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect with respect to such Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Amount of the Senior Certificates and the Class M1 and Class M2 Certificates, in each case after giving effect to distributions on such Distribution Date and (ii) the Class Principal Amount of the Class M3 Certificates immediately prior to such Distribution Date exceeds (y) the M3 Target Amount.

  • Floating Allocation Percentage means, with respect to any Monthly Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which is the Invested Amount as of the last day of the preceding Monthly Period (or with respect to the first Monthly Period, the Initial Invested Amount) and the denominator of which is the greater of (1) the sum of (x) the total amount of Principal Receivables in the Trust at the end of the day on such date (or with respect to the first Monthly Period, at the end of the day on the Closing Date) and (y) the principal amount on deposit in the Excess Funding Account as of the end of the day on such date and (2) the sum of the numerators used to calculate the Series Percentages (as such term is defined in the Agreement) with respect to Finance Charge Receivables or Defaulted Receivables, as applicable, for all Series then outstanding; provided, however, that with respect to any Monthly Period in which an Addition Date occurs and the Servicer need not make daily deposits of Collections into the Collection Account, the denominator in (x) above shall be the Average Principal Balance; provided further, however, that with respect to any Monthly Period in which an Addition Date occurs and the Servicer is required to make daily deposits of Collections into the Collection Account, the denominator in (x) above shall be (1) for the period from and including the first day of such Monthly Period to but excluding the related Addition Date, the aggregate amount of Principal Receivables in the Trust at the end of the day on the last day of the prior Monthly Period and (2) for the period from and including the related Addition Date to and including the last day of such Monthly Period, the aggregate amount of Principal Receivables in the Trust at the end of the day on the related Addition Date.

  • Group II Principal Distribution Amount With respect to any Distribution Date, the sum of (i) the Group II Basic Principal Distribution Amount for such Distribution Date and (ii)(a) the Extra Principal Distribution Amount for such Distribution Date multiplied by (b) the Group II Allocation Percentage.

  • Net After Tax Amount means the amount of any Parachute Payments or Capped Payments, as applicable, net of taxes imposed under Code Sections 1, 3101 (b) and 4999 and any State or local income taxes applicable to the Executive on the date of payment. The determination of the Net After Tax Amount shall be made using the highest combined effective rate imposed by the foregoing taxes on income of the same character as the Parachute Payments or Capped Payments, as applicable, in effect on the date of payment.

  • Interest Distribution Amount With respect to any Distribution Date and any Class A Certificates, any Mezzanine Certificates and any Class CE Certificates, the aggregate Accrued Certificate Interest on the Certificates of such Class for such Distribution Date.

  • Principal Distribution Amount For any Distribution Date, the sum of (i) the Basic Principal Distribution Amount for such Distribution Date and (ii) the Extra Principal Distribution Amount for such Distribution Date.

  • Excess Cash Amount means, as of any Excess Cash Measurement Date, (a) the total amount of Unrestricted Cash, less (b) the sum of (i) the applicable Minimum Cash Threshold hereto corresponding to such Excess Cash Measurement Date, (ii) the total amount of scheduled payments due by OEC and its Subsidiaries, taken as a whole, under (x) the New Notes and (y) any other Permitted Indebtedness in each case in the subsequent twelve (12) month period, (iii) projected expenses for the Issuer to conduct its operations during the subsequent twelve (12) month period, including any foreign currency conversion expenses and (iv) for any Excess Cash Measurement Date through (and including) December 31, 2024, any Fines due by OEC and its Subsidiaries for the subsequent twelve (12) month period; less (c) an amount equal to the Required Gross-Up; provided that any items already deducted from cash and short-term investments of OEC and its Subsidiaries for purposes of determining Unrestricted Cash shall not be deducted again for purposes of determining the Excess Cash Amount.