Net Worth Deficit definition

Net Worth Deficit has the meaning set forth in Section 7.7 below.
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Net Worth Deficit. The amount (if any) by which the Net Worth is less than (pound)720,000 (seven hundred and twenty thousand pounds)
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Net Worth Deficit means, as of any date of determination, the amount, if any, by which the Net Worth of Seller is less than $13,000,000.
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Examples of Net Worth Deficit in a sentence

  • The Manager shall value the Portfolio from time to time as required by Section 2.06 of the Security Agreement in order to prepare the reports required thereunder, using the portfolio valuation methods set forth in the Market Valuation Addendum attached as Schedule 1.01 to the Security Agreement, in order to determine whether a Coverage Shortfall, a Program Shortfall or a Net Worth Deficit has occurred and is continuing and whether the Market Sensitivity Limit has been exceeded.

  • Id.The parties disagree about whether they came to a substantive agreement about the Net Worth Deficit: Penn World maintains that it made a revised offer on October 29, 2003, and in December of that year Pirito’s lawyer told Penn World Pirito accepted that offer with one condition to which Penn World agreed.

  • Id. The parties agree that in July of 2003 Penn World sent Pirito the Ernst & Young report which found the Net Worth to be negative €442,000, which would result in a Net Worth Deficit of about €1,250,000.

  • MSJ Ex. 4, at 235:2-10.According to Pirito, “[t]he parties negotiated the calculation of the [Net Worth Deficit] for several months,” but “by January 27, 2004, the parties still had not reached an agreement”, Br. in Supp.

  • MSJ Ex. 21, wherein Pirito’s counsel defines “Net Worth” as “Total Assets minus total liabilities of Maelux and MAE”.amount equal to the Net Worth Deficit shall become immediately due and payable to the Buyer from the Seller, such amount being payable first from the Escrow, and, if in excess of the Escrow, then by the Seller.

  • Pirito informed Penn World that he disputed this finding, and the parties thereafter negotiated the Net Worth Deficit for several months.

  • MSJ at 18.On January 26, 2005, Penn World filed a Request for Arbitration seeking reimbursement for the Net Worth Deficit, damages, and a binding interpretation regarding the § 2(e) provision in the SPA by which Penn World had the right to receive from escrow “the amount, if any, by which the Reduction Threshold (as defined in Appendix B [to the SPA]) exceeds positive amounts resulting from the Earn-Out calculation not paid to [Pirito] as a result of the Reduction Threshold (the ‘Reduction Amount’)4”.

  • The evaluators looked at three thematic areas: drip irrigation (Figure 4), drought-tolerant crops, and alternative livelihoods (fish farming).

  • As soon as reasonably practicable, but in no event later than five days prior to the Closing Date, Purchaser and Seller shall jointly prepare (a) an unaudited balance sheet of Seller, including, without limitation, accruals and prepaid items (the "Pre-Closing Balance Sheet"), dated as of the Pre-Closing Balance Sheet Date, prepared in accordance with CAP, and (b) a statement setting forth the Net Worth Deficit and the Working Capital Deficit, all determined as of the Pre-Closing Balance Sheet Date.

  • In the Partial Award, a majority of the arbitral panel concluded that “[t]he Tribunal has jurisdiction on the claim of the Claimant for the Net Worth Deficit as formulated in the Request for Arbitration.” Ex. C to Def.’s Pet.


More Definitions of Net Worth Deficit

Net Worth Deficit shall have the meaning set forth in Section 2.02(a)(i)(A); "Nevada Articles" shall have the meaning set forth in Section 1.03; "NRS" shall have the meaning set forth in Section 1.01; "144A Notes" shall have the meaning set forth in Section 2.01(b); "Options" shall have the meaning set forth in Section 2.03(a); "Option Transaction Value" shall have the meaning set forth in Section 2.03(b)(i); "Orders" shall have the meaning set forth in Section 4.01(d)(i); "Pension Plan" shall have the meaning set forth in Section 4.01(n)(i); "Permitted Liens" shall have the meaning set forth in Section 4.01(f); "Players" shall have the meaning set forth in Section 3.02(d); "Players Merger" shall have the meaning set forth in Section 3.02(a); "Players Merger Agreement" shall have the meaning set forth in Section 3.02(a); "Pre-Closing Balance Sheet" shall have the meaning set forth in Section 2.02(c)(i); "Pre-Closing Income Statement" shall have the meaning set forth in Section 2.02(c)(i); "PWC" shall have the meaning set forth in Section 2.02(d)(i)(A); "PWC Report" shall have the meaning set forth in Section 2.02(d)(i)(D); "Registration Statement" shall have the meaning set forth in Section 3.03(a); "Release Time" shall have the meaning set forth in Section 3.01; "Reorganization Agreement" shall have the meaning set forth in the second "Whereas" clause. "SEC" shall have the meaning set forth in Section 3.03(a); "Section 16 Affiliate" shall have the meaning set forth in Section 2.06; "Securities Act" shall have the meaning set forth in Section 2.04; "Share Merger Consideration" shall have the meaning set forth in Section 2.01(a); "Spinco" shall have the meaning set forth in the second "Whereas" clause; "Spinco Businesses" shall have the meaning set forth in the second "Whereas" clause; "Spinco Interests" shall have the meaning set forth in Section 1.02; "Spinoff" shall have the meaning set forth in the second "Whereas" clause; "Spinoff Tax Liability" shall have the meaning set forth in Section 2.02(d)(i); "Stockholders' Meetings" shall have the meaning set forth in Section 3.04(b); "Stock Plan" shall have the meaning set forth in Section 2.03(a); "Stub Period Diverted Asset Amount" shall have the meaning set forth in Section 2.02(c)(i)(A); "Surviving Corporation" shall have the meaning set forth in the Preamble; "Tax" or "Taxes" shall have the meaning set forth in Section 4.01(l); "Tax Attributes" shall have the meaning set forth in Section 2.02(d)(ii)(B); "Tax Authority" sh...
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Related to Net Worth Deficit

  • Operating Deficit means that, at the end of the fiscal year, the unassigned fund balance in the General Fund is less than zero.

  • Adjusted Tangible Net Worth As of the date of determination thereof, the sum of: (i) Servicer's Tangible Net Worth; plus

  • Consolidated Tangible Net Worth means, as of any date of determination, for the Borrower and its Subsidiaries on a consolidated basis, Shareholders’ Equity of the Borrower and its Subsidiaries on that date minus the Intangible Assets of the Borrower and its Subsidiaries on that date.

  • Consolidated Asset Coverage Ratio means, as of any date of determination, the ratio of (a) Consolidated Assets to (b) the sum of the aggregate amount of Revolving Borrowings and Term Loans then outstanding.

  • Adjusted Capital Account Deficit means, with respect to any Member, the deficit balance, if any, in such Member’s Capital Account as of the end of the relevant Fiscal Year, after giving effect to the following adjustments:

  • 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.

  • Nonrecourse Liability has the meaning set forth in Treasury Regulation Section 1.752-1(a)(2).

  • Nonrecourse Liabilities has the meaning set forth in Section 1.704-2(b)(3) of the Regulations.

  • Consolidated Net Worth means at any time the consolidated stockholders’ equity of the Borrower and its Subsidiaries calculated on a consolidated basis as of such time.

  • Recourse Amount Has the meaning specified in Section 17.10 of the Participation Agreement.

  • Asset Coverage Ratio means the ratio, determined on a consolidated basis, without duplication, in accordance with GAAP, of (a) the value of total assets of the Borrower and its Subsidiaries, less all liabilities and indebtedness not represented by Senior Securities, to (b) the aggregate amount of Senior Securities representing indebtedness in each case, of the Borrower and its Subsidiaries (all as determined pursuant to the Investment Company Act and any orders, declarations, opinions, relief or letters issued by the SEC or any other government or regulatory authority, in each case as of the Effective Date, but excluding the effects of SEC Release No. 33837/April 8, 2020)). The calculation of the Asset Coverage Ratio shall be made in accordance with any exemptive relief or order granted or issued by the SEC with respect to the Indebtedness of any SBIC Subsidiary from the definition of Senior Securities only so long as (a) such order is in effect, and (b) no obligations have become due and owing pursuant to the terms of any Permitted SBIC Guarantee to which the Borrower or any other Obligor is a party. The outstanding utilized notional amount of any Credit Default Swap where an Obligor is a protection seller, in each case, less the value of the margin posted by the Borrower or any of its Subsidiaries thereunder at such time shall be treated as a Senior Security of the Borrower for the purposes of calculating the Asset Coverage Ratio.

  • Consolidated federal taxable income means the consolidated taxable income of an affiliated group of corporations, as computed for the purposes of filing a consolidated federal income tax return, before consideration of net operating losses or special deductions. "Consolidated federal taxable income" does not include income or loss of an incumbent local exchange carrier that is excluded from the affiliated group under division (A)(1) of this section.

  • Interest Expense Coverage Ratio means, for any period, the ratio of (a) Consolidated EBITDA for such period to (b) Consolidated Interest Expense for such period.

  • Minimum Tangible Net Worth means, with respect to the Parent, at any time, the sum of (a) $1,418,939,250 plus (b) 75% of the aggregate net proceeds received by the Parent or any of its Subsidiaries after September 30, 2013 in connection with any offering of Stock or Stock Equivalents of the Parent or its Subsidiaries; provided however, that any such net proceeds used solely for the purpose of redeeming the Parent’s preferred stock shall not be included in such sum.

  • Working Capital Deficit means the amount, if any, by which the Closing Working Capital is less than the Target Working Capital.

  • Consolidated Coverage Ratio means as of any date of determination, with respect to any Person, the ratio of (x) the aggregate amount of Consolidated EBITDA of such Person for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which financial statements are in existence to (y) Consolidated Interest Expense for such four fiscal quarters, provided, however, that:

  • Consolidated Funded Debt means Funded Debt of the Consolidated Group determined on a consolidated basis in accordance with GAAP.

  • Net Worth means, with respect to any Person, an amount equal to, on a consolidated basis, such Person’s stockholder equity (determined in accordance with GAAP).

  • Adjusted Funds From Operations means, for any period, Net Cash Flows From Operating Activities for such period plus Interest Expense for such period minus (x) the portion (but not less than zero) of Net Cash Flows From Operating Activities for such period attributable to any consolidated Subsidiary that has no Debt other than Nonrecourse Indebtedness and (y) After-Tax Transitional Funding Instrument Revenue for such period.

  • Nominal Liquidation Amount Deficit means, for any tranche of notes, the Adjusted Outstanding Dollar Principal Amount minus the nominal liquidation amount of that tranche.

  • Adjusted Consolidated Net Worth means, at any date, without duplication, the sum of (a) the consolidated shareholders’ equity, determined in accordance with GAAP, of the Guarantor and its Consolidated Subsidiaries, plus (b) the aggregate Hybrid Instrument Amount plus (c) the VA Adjustment Amount; provided that, in determining such Adjusted Consolidated Net Worth, there shall be excluded (i) any “Accumulated Other Comprehensive Income (Loss)” shown on the consolidated balance sheet of the Guarantor and its Consolidated Subsidiaries prepared in accordance with GAAP, (ii) the effect of any election under the fair value option in FASB ASC 825 permitting a Person to measure its financial assets or liabilities at the fair value thereof, and the related tax impact and (iii) all noncontrolling interests (as determined in accordance with Statement of Financial Accounting Standards No. 160, entitled “Noncontrolling Interests in Consolidated Financial Statements”) shown on the consolidated balance sheet of the Guarantor and its Consolidated Subsidiaries.

  • 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 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 Depreciation Expense means, for any period, the depreciation expense of Borrower and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

  • 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.

  • Consolidated Rent Expense means, for any period, the rental expense attributable to leases of real property that is deducted in determining Adjusted Consolidated Net Income for such period, determined on a consolidated basis in accordance with GAAP. Consolidated Rent Expense shall be determined on a pro forma basis to give effect to any Material Specified Transaction occurring during such period as if such transactions had occurred on the first day of such period.