Net Assets Adjustment Amount definition

Net Assets Adjustment Amount shall equal the difference between Estimated Net Assets and Base Net Assets. If Estimated Net Assets exceeds Base Net Assets, the Net Assets Adjustment Amount shall be added to the Closing Purchase Price Payment. If Estimated Net Assets is less than Base Net Assets, the Closing Purchase Price Payment shall be reduced by the amount of the Net Assets Adjustment Amount.
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Net Assets Adjustment Amount has the meaning set forth in Section 2.5(e).
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Net Assets Adjustment Amount means an amount equal to difference determined by subtracting (i) the sum of the Assigned Equipment Values for all Destroyed Equipment, all Sold Equipment exceeding $300,000, all Leased-In Equipment listed on Exhibit A but which are not subject to a Leased-In Transaction as of the Closing Date and all Managed Equipment listed on Exhibit A but which are not subject to a Management Agreement as of the Closing Date other than as a result of the termination of such Management Agreement in accordance with its terms from (ii) the sum of the Assigned Equipment Values for all New Purchased Equipment (provided that the purchase price of New Purchased Equipment in excess of $500,000 shall not be considered in calculating the Net Assets Adjustment Amount unless such equipment is subject to a lease with a customer in the ordinary course of Seller's business (such excess of New Purchased Equipment which is not subject to a lease is herein referred to as the "Excess New Equipment")), all Leased-In Equipment not listed on Exhibit C but which are subject to a Lease-In Transaction as of the Closing Date, all Managed Equipment not listed on Exhibit C but which are subject to a Management Agreement as of the Closing Date. For a period of 18 months following the Closing and at such time as Seller enters into a lease with a customer on customary terms and providing for a minimum lease term of five years (or subject to the Equipment Use Agreement between Pamco and Pacer), Purchaser shall be obligated to promptly purchase, and Seller shall be obligated to sell, such Excess New Equipment for its Assigned Equipment Value by category, type and age.
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Examples of Net Assets Adjustment Amount in a sentence

  • 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).

  • 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.

  • To the extent not included in the calculation of the Net Assets Adjustment Amount or otherwise prorated pursuant to this Agreement, at the Closings, Purchaser and Sellers shall prorate (as of the respective Effective Times), to the extent applicable to the Assets, real estate and personal property lease payments, real estate and personal property Taxes, assessments and other similar charges against real estate, and utility charges.

  • To the extent not included in the calculation of the Net Assets Adjustment Amount or otherwise prorated pursuant to this Agreement, at Closing Purchaser and Sellers shall prorate (as of the Effective Time), to the extent applicable to the Assets, real estate and personal property lease payments, real estate and personal property Taxes, assessments and other similar charges against real estate, and utility charges.

  • Within five business days after the date the Closing Adjustment Statement becomes final and binding in accordance with Section 2.6, (a) if the Net Assets Adjustment Amount is greater than the Initial Net Assets Adjustment Amount, then Purchaser shall pay Seller the excess amount or (b) if the Net Assets Adjustment Amount is less than the Initial Net Assets Adjustment Amount, then Seller shall pay Purchaser such difference.

  • To the extent not included in the calculation of the Net Assets Adjustment Amount or otherwise prorated pursuant to this Agreement, at Closing, Purchaser and Sellers shall prorate (as of the Effective Time), to the extent applicable to the Assets, real estate and personal property lease payments, real estate and personal property Taxes, assessments and other similar charges against real estate, and utility charges.

  • 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.


More Definitions of Net Assets Adjustment Amount

Net Assets Adjustment Amount means (i) in the event Net Assets is greater than $1,500,000, then the amount of Net Assets less $1,500,000; and (ii) in the event Stockholder's Equity is less than $1,000,000, then the amount equal to $1,000,000 less Net Assets.
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Related to Net Assets Adjustment Amount

  • 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;

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

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.2(a).

  • 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.

  • 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.

  • Final Adjustment Amount shall have the meaning set forth in Section 2.5(e).

  • Working Capital Adjustment Amount has the meaning set forth in Section 2.1(b)(ii). Section 1.2

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

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

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

  • Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.

  • 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.

  • 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.

  • Cash Contribution Amount means the aggregate amount of cash contributions made to the capital of the Issuer or any Guarantor described in the definition of “Contribution Indebtedness.”

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • 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.

  • Cash Settlement Amount means, in respect of every Board Lot, an amount calculated by the Issuer in accordance with the following formula (and, if appropriate, either (I) converted (if applicable) into the Settlement Currency at the Exchange Rate or, as the case may be, (II) converted into the Interim Currency at the First Exchange Rate and then (if applicable) converted into Settlement Currency at the Second Exchange Rate):

  • Calculation Amount means the amount specified as such on the face of any Note, or if no such amount is so specified, the Denomination Amount of such Note as shown on the face thereof;

  • 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.

  • 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.

  • Daily Cash Amount means, with respect to any VWAP Trading Day, the lesser of (A) the applicable Daily Maximum Cash Amount; and (B) the Daily Conversion Value for such VWAP Trading Day.

  • 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.

  • Maximum Settlement Amount means $500,000,000 as amended or modified in accordance with Appendix E.

  • 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.

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