Net Worth Adjustment Report definition

Net Worth Adjustment Report has the meaning specified in Section 4.5(a).
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Net Worth Adjustment Report shall have the meaning set forth in Section 2.05(a).
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Net Worth Adjustment Report shall have the meaning set forth in Section 3.4(b).
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Examples of Net Worth Adjustment Report in a sentence

  • For the avoidance of doubt, no provision in this Agreement shall be read to require Buyer to pay over any amount of Taxes to Aon that has been reflected as a receivable (or netted against a Tax liability) in the Net Worth Adjustment Report or to require Buyer to indemnify Aon for any Taxes that would be treated as Section 338 Taxes as well as being treated under another provision of this Section 8.1.

  • Aon shall pay to the applicable Company or Subsidiary any intercompany receivable for any Taxes (or savings against Taxes) shown as an asset on the Final Closing Balance Sheet and taken into account in the calculation of Closing Date Net Worth no later than five (5) business days following the Net Worth Adjustment Report Finalization Date.

  • Buyer shall pay Aon the amount of the Reserved Taxes that are accruals for current liabilities for Taxes and that are required to be paid by Aon on behalf of the Affiliated Group of which the Companies and their relevant Subsidiaries are currently members (“Reserved Consolidated Taxes”) no later than five (5) business days following the Net Worth Adjustment Report Finalization Date.

  • Buyers shall reasonably assist Aon in the preparation of the Net Worth Adjustment Report and shall provide Aon reasonable access during normal business hours, upon reasonable advance notice to the relevant personnel, books and records of the Companies for such purpose.

  • Aon shall be entitled to any refund of (or credit for) Taxes allocable to any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, except to the extent that such refund was shown as an asset on the Net Worth Adjustment Report and taken into account in the calculation of the Closing Date Net Worth.

  • Buyer shall reasonably assist Aon in the preparation of the Net Worth Adjustment Report and shall provide Aon reasonable access at all reasonable times to the personnel, properties, books and records of the Companies and the Subsidiaries for such purpose.

  • If Acquiror does not deliver the Net Worth Adjustment Report to Sellers within ninety (90) days after the Closing Date, then, at the election of Sellers, either (i) Sellers may prepare and present the Net Worth Adjustment Report within an additional ninety (90) days thereafter or (ii) the Estimated Net Worth Adjustment Report will be deemed to be the Final Net Worth Adjustment Report in accordance with Section 2.05(f).

  • If Sellers elect to prepare the Net Worth Adjustment Report in accordance with the immediately preceding sentence, then all subsequent references in this Section 2.05 (other than those in Section 2.05(c), (e), (g) or (h)) to Sellers, on the one hand, and Acquiror, on the other hand, will be deemed to be references to Acquiror, on the one hand, and Sellers, on the other hand, respectively.

  • The Net Worth Adjustment Report shall include supporting schedules, working papers and all other relevant details to enable review by Sellers thereof.

  • Sellers shall be entitled to any refund of (or credit against) Taxes allocable to any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, except to the extent that a related tax receivable is shown on the Final Balance Sheet as reflected in the Final Net Worth Adjustment Report.


More Definitions of Net Worth Adjustment Report

Net Worth Adjustment Report. As defined in Section 2.5(b).
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Related to Net Worth Adjustment Report

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

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

  • 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;

  • 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).

  • Final Adjustment Statement has the meaning set forth in Section 2.6(c).

  • 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.

  • 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).

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

  • Adjustment Statement has the meaning set forth in Section 2.6(a).

  • Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).

  • Conversion Valuation Appraisal Report Page: 4 ================================================================================

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

  • 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 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.

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

  • Estimated Closing Statement has the meaning set forth in Section 2.4(a).

  • Adjustment ratio means the value of index A divided by index

  • Adjustment Price means the lowest Underlying Price within the Adjustment Period after the Underlying Price is for the first time equal to or below the Adjustment Threshold.

  • Consolidated Working Capital Adjustment means, for any period 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.

  • Cost of Living Adjustment means the percentage (if any) by which the Consumer Price Index for the month of October preceding the adjustment ex- ceeds the Consumer Price Index for the month of October one year before the month of October preceding date of the adjustment.

  • Material Project EBITDA Adjustments means, with respect to each Material Project:

  • Monthly Report Determination Date The meaning specified in Section 10.7(a).

  • CMSA NOI Adjustment Worksheet A report substantially in the form of, and containing the information called for in, the downloadable form of the "NOI Adjustment Worksheet" available as of the Closing Date on the CMSA Website, or such other form for the presentation of such information and containing such additional information as may from time to time be recommended by the CMSA for commercial mortgage securities transactions generally and is acceptable to the Master Servicer or the Special Servicer, as applicable, and in any event, shall present the computations made in accordance with the methodology described in such form to "normalize" the full year net operating income and debt service coverage numbers used in the other reports required by this Agreement.