Net Assets Adjustment definition

Net Assets Adjustment the number (positive or negative) calculated on the basis of the Net Assets, which is determined as follows:
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Net Assets Adjustment the amount by which (a) the Closing Date Net Assets are greater (the "Positive Net Assets Adjustment") or less (the "Negative Net Assets Adjustment") than (b) the Balance Sheet Net Assets.
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Net Assets Adjustment shall have the meaning set forth in Section 1.8(1) hereto.
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Examples of Net Assets Adjustment in a sentence

  • If the Final Net Assets Adjustment Amount (as set forth in the Final NA Statement) is equal to 75% of the Closing Net Assets Adjustment Amount, then neither the Parent and the Purchaser, on the one hand, nor the Seller, on the other hand, shall owe any amount to the other party pursuant to this Section 2.06.

  • The calculation of the Closing Net Assets Adjustment Amount set forth in the Purchase Price Notice shall be binding on the Parent, the Purchaser and the Seller absent manifest error.

  • Not less than three Business Days prior to the Closing Date, the Seller shall deliver a notice (the "PURCHASE PRICE NOTICE") to the Purchaser that sets forth (i) the Seller's good faith estimate of the Closing Net Assets (the "ESTIMATED CLOSING NET ASSETS") and (ii) the calculation of the Closing Net Assets Adjustment Amount and the portion of the Purchase Price payable at Closing pursuant to Section 2.05(a).

  • Within 30 days following the Closing, Purchaser shall prepare and deliver to Seller an unaudited statement (the “Closing Adjustment Statement”) of Purchaser’s determination of the Net Assets Adjustment Amount.

  • It is however specified, for the avoidance of doubt, that any capital gain tax (if any) resulting from the transfer of the PCB Business will be incurred by BEA but will not give rise to an indemnification pursuant to Article 13 of this Agreement if only and to the extent it will be taken into account in the Net Assets Adjustment provided for in Article 4 of this Agreement.

  • This alternate provision to be subject to consideration of any other factors outside the control of the applicant and the Council that may result in unavoidable delay.

  • If, as of the last date of the Measurement Period, Adjusted Net Assets are less than the Adjusted Net Assets Baseline Amount (such difference, the "Adjusted Net Assets Shortfall"), then the Consideration shall be reduced by a number of shares of Buyer Stock equal to (i) the Adjusted Net Assets Shortfall multiplied by (ii) one and eight tenths (1.80) (such amount, the "Adjusted Net Assets Adjustment" and together with the Revenue Shortfall Adjustment, the "Consideration Adjustment").

  • In the event the Net Assets Adjustment as finally determined in accordance with Article 10 below is payable by the Purchaser to Bull, the amount thereof shall be paid in U.S. dollars within 10 Business Days after such determination, by the Purchaser to Bull, in immediately available funds by bank wire transfer to such account as Bull shall notify in writing to the Purchaser no later than three Business Days after such determination.

  • Within thirty (30) days following the end of the Measurement Period, Buyer shall provide notice to the Seller Rep specifying (i) the Revenue Shortfall Adjustment (if any), and (ii) the Adjusted Net Assets Adjustment (if any) (the "Consideration Adjustment Notice").

  • Within fifteen (15) days after the date on which Federal pays any Taxes of WGI with respect to any Straddle Period, the Stockholders shall, to the extent such Taxes have not been accrued or otherwise reserved for on the Closing Balance Sheet and included in the calculation of Net Assets Adjustment to the Purchase Price, pay to Federal the amount of such Taxes that relates to the portion of such Straddle Period ending on the Closing Date (the “Pre-Closing Tax Period”).


More Definitions of Net Assets Adjustment

Net Assets Adjustment means the difference between the Closing Date Net Assets, as Closing Date Net Assets is calculated in the Final Closing Date Statement, and the Net Assets Target.
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Net Assets Adjustment the number (positive or negative) calculated on the basis of the Net Assets, which is determined as follows: if the Net Assets are greater than $14,250,000, then the Net Assets Adjustment is a positive number equal to such excess; if the Net Assets equal $14,250,000, then the Net Assets Adjustment is zero; and if the Net Assets are less than $14,250,000, then the Net Assets Adjustment is a negative number equal to such deficit. Permitted Encumbrances: (a) liens for current Taxes and other statutory liens and trusts for Taxes not yet due and payable or that are being contested in good faith, (b) liens incurred in the ordinary course of business, such as carriers’, warehousemen’s, landlords’ and mechanics’ liens and other similar liens arising in the ordinary course of business, (c) liens on personal property leased under operating leases, (d) liens, pledges or deposits incurred or made in connection with workmen’s compensation, unemployment insurance and other social security benefits, or securing the performance of bids, tenders, leases, contracts (other than for the repayment of borrowed money), statutory obligations, progress payments, surety and appeal bonds and other obligations of like nature, in each case incurred in the ordinary course of business, (e) pledges of or liens on manufactured products as security for any drafts or bills of exchange drawn in connection with the importation of such manufactured products in the ordinary course of business, (f) liens under Article 2 of the Uniform Commercial Code that are special property interests in goods identified as goods to which a contract refers, (g) liens under Article 9 of the Uniform Commercial Code that are purchase money security interests, and (h) such imperfections or minor defects of title, easements, rights-of-way and other similar restrictions (if any) as are insubstantial in character, amount or extent, do not materially detract from the value or interfere with the present or proposed use of the properties or assets of the Party subject thereto or affected thereby, and do not otherwise adversely affect or impair the business or operations of such Party.
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Net Assets Adjustment has the meaning attributed to such term in Section 3.3;
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Net Assets Adjustment means (a) if Net Assets exceeds Target Net Assets, the amount of such excess or (b) if Net Assets is less than Target Net Assets, the amount of such difference; provided, that any amount resulting under clause (b) above shall be deemed to be a negative number.
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Related to Net Assets Adjustment

  • 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;

  • True-Up Adjustment means any Annual True-Up Adjustment or Interim True-Up Adjustment, as the case may be.

  • 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.

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • Adjusted Net Assets of such Guarantor at any date shall mean the lesser of (1) the amount by which the fair value of the property of such Guarantor exceeds the total amount of liabilities, including contingent liabilities (after giving effect to all other fixed and contingent liabilities incurred or assumed on such date), but excluding liabilities under the Guarantee of such Guarantor at such date and (2) the amount by which 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 (after giving effect to all other fixed and contingent liabilities incurred or assumed on such date), excluding debt in respect of the Guarantee of such Guarantor, as they become absolute and matured.

  • Tax Adjustment has the meaning set forth in Section 4.7.

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • Consolidated Working Capital Adjustment means, for any period of determination on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Net Working Capital Adjustment means (a) the amount by which Net Working Capital as of immediately prior to the Closing exceeds Target Net Working Capital or (b) the amount by which Net Working Capital as of immediately prior to the Closing is less than Target Net Working Capital, in each case, if applicable; provided, that any amount which is calculated pursuant to clause (b) above shall be deemed to be a negative number.

  • Working Capital Adjustment Amount means an amount, which may be positive or negative, calculated in accordance with Schedule C, equal to the difference of (a) the Closing Date Adjusted Working Capital minus (b) the Preliminary Adjusted Working Capital.

  • Adjustment Amount For any Distribution Date, the difference between (A) the sum of the Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) the aggregate amount that would have been distributed to all Classes as principal in accordance with Section 4.01(a) for such Distribution Date without regard to the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.

  • Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).

  • Final Adjustment Amount has the meaning set forth in Section 2.4(c).

  • Basis Adjustment means the adjustment to the basis of a Reference Asset for Income Tax purposes under Section 1012, 754, 732, 734(b), and/or 743(b) of the Code, as a result of an Exchange or a payment made pursuant to this Agreement (to the extent permitted by applicable law).

  • CPI Adjustment means the quotient of (i) the CPI for the month of January in the calendar year for which the CPI Adjustment is being determined, divided by (ii) the CPI for January of 2007.

  • Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).

  • True-Up Amount means the difference between the ABO calculated by using the member’s actual creditable service and the actual final average compensation as of the member’s effective date in the FRS Investment Plan and the ABO initially transferred.

  • Open Market Adjustment Amount shall have the meaning specified in Section 2(I).

  • Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).

  • XXXXX Adjustment means, with respect to XXXXX, 0.0326% per annum.

  • Estimated Working Capital Adjustment means the amount by which the Estimated Working Capital is greater or less than the Base Working Capital, any such excess amount being treated as a positive number and any shortfall being treated as a negative number;

  • Partially Adjusted Capital Account means, with respect to any Member for any Fiscal Year, the Capital Account balance of such Member at the beginning of such period, adjusted as set forth in the definition of Capital Account for all contributions and distributions during such period and all special allocations pursuant to Section 7.3 with respect to such period but before giving effect to any allocation with respect to such period pursuant to Section 7.2.

  • Adjusted Asset Value means, as of a given date, the sum of EBITDA attributable to malls, power centers and all other assets for the trailing four (4) quarters most recently ended, divided by (iii) 7.75%. In determining Adjusted Asset Value:

  • Net Working Capital Target means $0.00.

  • 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.