Final Net Income definition

Final Net Income an amount equal to (1) the consolidated Net Income of TECI for the Interim Period, minus (2) the sum of all dividends paid by TECI to Viad during the Interim Period in respect of income of TECI earned in the Interim Period other than a special dividend of $7.25 million paid by TECI in respect of certain deferred employee compensation (it being understood and agreed that the payment made by MoneyGram under Section 2.03(a) hereof shall not be included in this clause (2)), as agreed to (or deemed to be agreed to) by Viad and MoneyGram in accordance with the terms of Section 3.03 hereof or resulting from the determinations made by the Neutral Auditors in accordance with Section 3.03 hereof.
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Final Net Income means the net income of the Transferred Companies for the period beginning on the date hereof and ending on the Closing Date, as set forth on the Closing Date Income Statement delivered by the Acquiror pursuant to Section 2.8(d)(iii), and determined pursuant to Section 2.8, minus (i) any taxes payable in respect thereof at the Assumed Tax Rate, plus (ii) any Transferor Expenses included in the calculation of net income of the Transferred Companies for the period beginning on the date hereof and ending on the Closing Date, as set forth on the Closing Date Income Statement, net of any Net Tax Benefit reasonably estimated to be realized by the Transferred Companies resulting from the inclusion of any such Transferors Expenses in such net income (“Final Transferor Expenses”).
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Final Net Income shall have the meaning stated in Exhibit C.
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Examples of Final Net Income in a sentence

  • If Viad so notifies MoneyGram of its objection to the calculation of Final Net Income, MoneyGram and Viad shall, within 30 calendar days following such notice (or such longer period as Viad and MoneyGram may agree) (the “Resolution Period”), attempt to resolve their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive.

  • If Net Working Capital, as reflected on the Closing Balance Sheet, plus Final Net Income minus Final Transferor Expenses minus any Excess Working Capital Distribution is less than Agreed Working Capital plus, if not less than zero, Final Net Income, then the absolute value of such difference is the “Final Deficit Amount” (in each case, as finally determined in accordance with this Section 2.8).

  • Unless Viad delivers written notice to MoneyGram on or prior to the 90th calendar day following the delivery of certificate contemplated by Section 3.03(b) hereof (or such longer time as MoneyGram and Viad may agree) specifying in reasonable detail the amount, nature and basis of all disputed items, Viad shall be deemed to have accepted and agreed to the calculation of Final Net Income.

  • If Buyer does not deliver a Dispute Notice to the Sellers before 11:59 P.M. Colorado Time on the last day of the Review Period, Buyer shall be deemed to have accepted the Final Net Income Statement as of the date following the expiration of the Review Period.

  • If the Share Purchase is consummated and any Transaction Expenses have been incurred by the Company as of Closing, then the Purchase Price will be reduced by the amount of such Transaction Expenses, provided that such Transaction Expenses have not been deducted in the Final Net Income Statement.

  • If the Sellers fail to notify the Purchaser of any dispute within such 30-day period, the Preliminary Income Statement or the calculation of Preliminary Net Income From Operations, as the case may be, shall be the Final Income Statement and the Final Net Income From Operations, and shall be final and binding on the parties.

  • The decision of the Independent Accountant shall be final and binding with respect to the determination of the Final Net Income Statement.

  • The Final Income Statement and the calculation of Final Net Income From Operations shall then be prepared by the Purchaser and the Sellers based on the determination of the Independent Accounting Firm.

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  • Once finally agreement upon as provided herein above, the Final Net Income shall be used in place of the ADVI Consolidated Recasted Net Income above for purposed of comparison with the total amount of Exchange Consideration as initial determined in Section 2(b) above.


More Definitions of Final Net Income

Final Net Income means the Closing Net Income (i) as shown in Seller’s calculation delivered pursuant to clause (3) of this Exhibit, if no notice of disagreement with respect thereto is duly delivered pursuant to clause (4) of this Exhibit; or (ii) if such a notice of disagreement is delivered, (A) as agreed by Purchaser and Seller pursuant to clause (5) of this Exhibit or (B), in the absence of such agreement, as shown in the independent accountant’s report setting forth the final and binding calculation pursuant to clause (5) of this Exhibit; provided that in no event shall Final Net Income be greater than Seller’s calculation of Closing Net Income delivered pursuant to clause (3) of this Exhibit or less than Purchaser’s calculation of Closing Net Income delivered pursuant to clause (4) of this Exhibit, plus, in each case, actual net income recorded for the three month period ended March 31, 2007.
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Related to Final Net Income

  • Net Income means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

  • Adjusted Net Income ’ means net income adjusted for non-cash expenses (income) such as amortization of intangible assets, deferred income taxes, and certain other expenses (income). The Company believes that Adjusted net income is useful supplemental information as it provides an indication of the results generated by the Company’s main business activities prior to taking into consideration amortization of intangible assets, deferred income taxes, and certain other non-cash expenses (income) incurred or recognized by the Company from time to time. ‘‘Adjusted net income margin’’ refers to the percentage that Adjusted net income for any period represents as a portion of total revenue for that period.

  • Consolidated Net Income means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:

  • Consolidated Adjusted Net Income means, for any period, the net income (or net loss) of the Company and its Restricted Subsidiaries for such period as determined on a consolidated basis in accordance with GAAP, adjusted to the extent included in calculating such net income or loss by excluding:

  • Consolidated Net Income (Loss) of any Person means, for any period, the Consolidated net income (or loss) of such Person and its Subsidiaries for such period on a Consolidated basis as determined in accordance with GAAP, adjusted, to the extent included in calculating such net income (or loss), by excluding, without duplication, (i) all extraordinary gains or losses (exclusive of all fees and expenses relating thereto), (ii) the portion of net income (or loss) of such Person and its Subsidiaries on a Consolidated basis allocable to minority interests in unconsolidated Persons to the extent that cash dividends or distributions have not actually been received by such Person or one of its Subsidiaries, (iii) net income (or loss) of any Person combined with such Person or any of its Subsidiaries on a “pooling of interests” basis attributable to any period prior to the date of combination, (iv) any gain or loss, net of taxes, realized upon the termination of any employee pension benefit plan, (v) net gains (or losses) (except for all fees and expenses relating thereto) in respect of dispositions of assets other than in the ordinary course of business, (vi) the net income of any Subsidiary to the extent that the declaration of dividends or similar distributions by that Subsidiary of that income is not at the time permitted, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary or its stockholders, (vii) any gain arising from the acquisition of any securities, or the extinguishment, under GAAP, of any Indebtedness of such Person, (viii) transaction costs charged in connection with the Refinancing, or (ix) amortization of intangible assets of such Person and its Subsidiaries on a consolidated basis under GAAP.

  • Adjusted Consolidated Net Income means, for any period, Consolidated Net Income for such period plus the sum of the amount of all net non-cash charges (including, without limitation, depreciation, amortization, deferred tax expense and non-cash interest expense) and net non-cash losses which were included in arriving at Consolidated Net Income for such period, less the amount of all net non-cash gains and non-cash credits which were included in arriving at Consolidated Net Income for such period.

  • Cumulative Consolidated Net Income means, for any period, Consolidated Net Income for such period, taken as a single accounting period. Cumulative Consolidated Net Income may be a positive or negative amount.

  • Net Income or Net Loss means, for each Fiscal Year or other applicable period, an amount equal to the Partnership’s taxable income or loss for such year or period, as determined for federal income tax purposes, determined by the Accountants in accordance with Section 703(a) of the Code (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Section 703(a) of the Code shall be included in taxable income or loss), with the following adjustments:

  • Cumulative Net Income means, in respect of any Performance Period, the aggregate cumulative amount of the Adjusted Net Income for the calendar or other fiscal years of the Company during such Performance Period.

  • Net Income (Loss) means with respect to any Person and for any period, the aggregate net income (or loss) after taxes of such Person for such period, determined in accordance with GAAP.

  • Consolidated Net Earnings means, for any period, the net income (loss) of Borrower for such period, as determined on a Consolidated basis and in accordance with GAAP.

  • Consolidated Income Taxes means, with respect to any Person for any period, taxes imposed upon such Person or other payments required to be made by such Person by any governmental authority which taxes or other payments are calculated by reference to the income or profits of such Person or such Person and its Restricted Subsidiaries (to the extent such income or profits were included in computing Consolidated Net Income for such period), regardless of whether such taxes or payments are required to be remitted to any governmental authority.

  • Consolidated Income Tax Expense means, with respect to any Person for any period, the provision for federal, state, local and foreign income taxes of such Person and its Restricted Subsidiaries for such period as determined on a consolidated basis in accordance with GAAP.

  • Consolidated Net Loss for any fiscal period, means the amount which, in conformity with GAAP, would be set forth opposite the caption "net income" (or any like caption), as the case may be, on a consolidated statement of earnings of the Borrower and its Subsidiaries, if any, for such fiscal period.

  • 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.

  • GP-Related Net Income (Loss) has the meaning set forth in Section 5.1(b).

  • Adjusted Net Earnings from Operations means, with respect to any fiscal period of the Borrower, the Borrower’s net income after provision for income taxes for such fiscal period, as determined in accordance with GAAP and reported on the Financial Statements for such period, excluding any and all of the following included in such net income: (a) gain or loss arising from the sale of any capital assets; (b) gain arising from any write-up in the book value of any asset; (c) earnings of any Person, substantially all the assets of which have been acquired by the Borrower in any manner, to the extent realized by such other Person prior to the date of acquisition; (d) earnings of any Person in which the Borrower has an ownership interest unless (and only to the extent) such earnings shall actually have been received by the Borrower in the form of cash distributions; (e) earnings of any Person to which assets of the Borrower shall have been sold, transferred or disposed of, or into which the Borrower shall have been merged, or which has been a party with the Borrower to any consolidation or other form of reorganization, prior to the date of such transaction; (f) gain arising from the acquisition of debt or equity securities of the Borrower or from cancellation or forgiveness of Debt; (g) gains or non-cash losses arising from Hedge Agreements entered into by Borrower, and (h) gain arising from extraordinary items, as determined in accordance with GAAP, or from any other non-recurring transaction.

  • Net Taxable Income has the meaning set forth in Section 4.01(b)(i).

  • Adjusted Net Earnings means net earnings (loss) attributable to common stockholders as reported in the Company’s periodic reports filed with the Securities and Exchange Commission, provided that such amount shall be adjusted by reversing the following, to the extent such adjustments were made in calculating such net earnings (loss) attributable to common stockholders:

  • Pre-Incentive Fee Net Investment Income means interest income, dividend income and any other income (including any other fees, other than fees for providing managerial assistance, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued during the calendar quarter, minus the Company’s operating expenses for the quarter (including the base management fee, expenses payable under the administration agreement and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount debt instruments with payment-in-kind interest and zero coupon securities), accrued income that the Company has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.

  • Tax Revenues means the Personal Income Taxes and such other revenues, including Alternative Revenues (but excluding Building Aid), as the Authority may derive directly from the State from taxes imposed by the City or the State and collected by the State.

  • Consolidated Interest Income means, for any period, the interest income of the Consolidated Group for such period, determined on a consolidated basis in accordance with GAAP.

  • Depreciation means, for each fiscal year, an amount equal to the federal income tax depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such year, except that if the Carrying Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such year or other period, Depreciation shall be an amount which bears the same ratio to such beginning Carrying Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such year bears to such beginning adjusted tax basis; provided, however, that if the federal income tax depreciation, amortization, or other cost recovery deduction for such year is zero, Depreciation shall be determined with reference to such beginning Carrying Value using any reasonable method selected by the General Partner.

  • Non-Income Tax Return means any Tax Return relating to Taxes other than Income Taxes.

  • Income Tax Expense means, with respect to the Borrowers, for any period, the aggregate, without duplication, of all Taxes on the income of such Person for such period, whether current or deferred, determined on a Modified Consolidated Basis.

  • Adjusted Income means, with respect to a HOME Development, the gross income from wages, income from assets, regular cash or noncash contributions, and any other resources and benefits determined to be income by HUD, adjusted for family size, minus the deductions allowable under 24 CFR §5.611.