Net Asset Test Reference Balance Sheet definition

Net Asset Test Reference Balance Sheet means the audited balance sheet (including the related notes and schedules thereto) of the Company, dated as of 31 December 1996, excluding (i) any indebtedness for borrowed money of the Company and (ii) any Cash other than cash in the amount of any checks outstanding, a copy of which is set forth in Section 3.06(a) of the Seller's Disclosure Schedule.
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Examples of Net Asset Test Reference Balance Sheet in a sentence

  • There are no Liabilities of the Partnership or any Subsidiary, other than Liabilities (i) reflected or reserved against on the Net Asset Test Reference Balance Sheet, (ii) incurred since March 31, 1997 in the ordinary course of the business, consistent with the past practice, or (iii) disclosed in this Agreement or in the Sellers' Disclosure Schedule, of the Partnership and the Subsidiaries and which do not and could not have a Material Adverse Effect.

  • There are no Liabilities of the Company, other than Liabilities (i) reflected or reserved against on the Net Asset Test Reference Balance Sheet, (ii) incurred since 31 December 1996 in the ordinary course of the business, consistent with the past practice, of the Company or (iii) disclosed in this Agreement or in Section 3.07 of the Seller's Disclosure Schedule and which do not and could not have a Material Adverse Effect.

  • Audit of Net Asset Test Reference Balance Sheet................................

  • There are no Liabilities of the Company, other than Liabilities (i) reflected or reserved against on the Net Asset Test Reference Balance Sheet, (ii) incurred since March 31, 1997 in the ordinary course of the business, consistent with the past practice, of the Company or (iii) disclosed in this Agreement or in the Seller's Disclosure Schedule and which do not and could not have a Material Adverse Effect.

  • The Pre-Closing Balance Sheet shall be prepared in accordance with Accounting Principles applied on a basis consistent with the preparation of the Net Asset Test Reference Balance Sheet and shall exclude (i) any indebtedness for borrowed money of the Company, and (ii) any cash or cash equivalents, other than cash in the amount of any checks outstanding.

  • During the preparation of the Audited Net Asset Test Reference Balance Sheet, the Company shall provide, and the Seller shall cause the Company and its officers, employees and agents to provide, full access to the books, records, facilities and employees of the Company, in each case to the extent required by the Purchaser and its representatives in order to prepare the Audited Net Asset Test Reference Balance Sheet.

  • The Pre-Closing Balance Sheet shall be prepared in accordance with U.S. GAAP applied on a basis consistent with the preparation of the Net Asset Test Reference Balance Sheet and shall exclude (i) any indebtedness for borrowed money of the Partnership and the Subsidiaries, (ii) any cash or cash equivalents, other than cash in the amount of any checks outstanding, and (iii) the assets and liabilities of Premier.

  • Notwithstanding the foregoing, the Employee shall accumulate an unvested right to dividend equivalent amounts on the shares of Common Stock underlying Restricted Stock Units if cash dividends are declared by Donaldson on the shares on or after the Grant Date.

  • No fewer than five Business Days prior to the Closing Date, the Purchaser shall cause the Purchaser's Accountants to prepare and deliver to the Purchaser a report on the Net Asset Test Reference Balance Sheet (the "Audited Net Asset Test Reference Balance Sheet").

Related to Net Asset Test Reference Balance Sheet

  • Reference Balance Sheet shall have the meaning set forth in Section 3.06(a).

  • 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.

  • Latest Balance Sheet has the meaning set forth in Section 3.4(a).

  • 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.

  • SpinCo Balance Sheet means the pro forma combined balance sheet of the SpinCo Business, including any notes and subledgers thereto, as of September 30, 2021, as presented in the Information Statement made available to the Record Holders.

  • Final Balance Sheet has the meaning set forth in Section 2.4.

  • Consolidated Net Assets means Consolidated Assets after deduction of Consolidated Current Liabilities.

  • Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a).

  • Reference Balance Sheet Date is defined in Section 3.5.

  • Net Monthly Excess Cashflow With respect to each Distribution Date, the sum of (a) any Overcollateralization Release Amount for such Distribution Date and (b) the excess of (x) Available Funds for such Distribution Date over (y) the sum for such Distribution Date of (A) the Monthly Interest Distributable Amounts for the Class A Certificates and the Mezzanine Certificates, (B) the Unpaid Interest Shortfall Amounts for the Class A Certificates and (C) the Principal Remittance Amount.

  • 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.

  • 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.

  • relevant balance sheet means the latest published audited consolidated balance sheet of the Group, but where the Company has no subsidiaries it means the balance sheet and profit and loss account of the Company and, where the Company has subsidiaries but there are no consolidated accounts of the Group, it means the respective balance sheets and profit and loss accounts of the companies comprising the Group;

  • Retained Excess Cash Flow Amount means, at any date of determination, an amount, determined on a cumulative basis, that is equal to the aggregate cumulative sum of the Excess Cash Flow that is not required to be applied as a mandatory prepayment under Section 2.11(b)(i) for all Excess Cash Flow Periods ending after the Closing Date and prior to such date; provided that such amount shall not be less than zero for any Excess Cash Flow Period.

  • Monthly Excess Cashflow For any Distribution Date, an amount equal to the sum of the Monthly Excess Interest and Overcollateralization Release Amount, if any, for such date.

  • Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.

  • Annualized Operating Cash Flow means, for any fiscal quarter, the Operating Cash Flow for such fiscal quarter multiplied by four.

  • average daily net assets of the Fund shall mean the average of the values placed on the Fund's net assets as of 4:00 p.m. (New York time) on each day on which the net asset value of the Fund is determined consistent with the provisions of Rule 22c-1 under the 1940 Act or, if the Fund lawfully determines the value of its net assets as of some other time on each business day, as of such time. The value of the net assets of the Fund shall always be determined pursuant to the applicable provisions of the Declaration and the Registration Statement. If the determination of net asset value does not take place for any particular day, then for the purposes of this section 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of its net assets as of 4:00 p.m. (New York time), or as of such other time as the value of the net assets of the Fund's portfolio may be lawfully determined on that day. If the Fund determines the value of the net assets of its portfolio more than once on any day, then the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this section 6. You may waive all or a portion of your fees provided for hereunder and such waiver shall be treated as a reduction in purchase price of your services. You shall be contractually bound hereunder by the terms of any publicly announced waiver of your fee, or any limitation of the Fund's expenses, as if such waiver or limitation were fully set forth herein.

  • Net Monthly Excess Cash Flow For any Distribution Date the amount remaining for distribution pursuant to subsection 4.02(a)(iii) (before giving effect to distributions pursuant to such subsection).

  • Monthly Shared-Loss Amount means the change in the Cumulative Shared- Loss Amount from the beginning of each month to the end of each month.

  • Consolidated Excess Cash Flow means, for any period, an amount (if positive) equal to: (a) the sum, without duplication, of the amounts for such period of (i) Consolidated Net Income, plus, (ii) to the extent reducing Consolidated Net Income, the sum, without duplication, of amounts for non-cash charges reducing Consolidated Net Income, including for depreciation and amortization (excluding any such non-cash charge to the extent that it represents an accrual or reserve for a potential cash charge in any future period or amortization of a prepaid cash charge that was paid in a prior period), plus (iii) the Consolidated Working Capital Adjustment, minus (b) the sum, without duplication, of (i) the amounts for such period paid in cash by Holdings and its Subsidiaries from operating cash flow (and not already reducing Consolidated Net Income) of (1) scheduled repayments (but not optional or mandatory prepayments) of Indebtedness for borrowed money of Holdings and its Subsidiaries (excluding scheduled repayments of Revolving Credit Loans or Swing Line Loans (or other loans which by their terms may be re-borrowed if prepaid) except to the extent the Revolving Credit Commitments (or commitments in respect of such other revolving loans) are permanently reduced in connection with such repayments) and scheduled repayments of obligations of Holdings and its Subsidiaries under Capital Leases (excluding any interest expense portion thereof), (2) Capital Expenditures, (3) payments of the type described in clause (g) of the definition of Consolidated EBITDA and (4) consideration in respect of Permitted Acquisitions plus (ii) other non-cash gains increasing Consolidated Net Income for such period (excluding any such non-cash gain to the extent it represents the reversal of an accrual or reserve for a potential cash gain in any prior period).

  • Audited Balance Sheet means the audited balance sheet of the company prepared for the purposes of the Companies Acts for a financial year unless an audited consolidated balance sheet dealing with the state of affairs of the company and its subsidiary undertakings required to be dealt with in group accounts has been prepared for those purposes for the same financial year, in which case it means that audited consolidated balance sheet, and in that case all references to reserves shall be deemed to be references to consolidated reserves;

  • Adjusted Net Operating Income or “Adjusted NOI” means, for any period, the Net Operating Income of the applicable Hotel Properties for such period, subject to the following adjustments:

  • Pro Forma Balance Sheet as defined in Section 4.1(a).

  • Consolidated Total Debt to Consolidated EBITDA Ratio means, as of any date of determination, the ratio of (a) Consolidated Total Debt as of the last day of the relevant Test Period to (b) Consolidated EBITDA for such Test Period.

  • 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.