Preliminary Net Assets definition

Preliminary Net Assets shall have the meaning set forth in Section 2.4(b).
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Preliminary Net Assets means an amount equal to $92,300,000, representing the Net Assets of the Industrial Power Transmission Business at February 28, 2001, as reflected in the Interim Statement of Net Assets.
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Preliminary Net Assets means the amount of aggregated net assets of the Group and Offshore FM Businesses as at the Balance Date as disclosed in the Accounts. PUBLIC AUTHORITY includes:
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Examples of Preliminary Net Assets in a sentence

  • If (A) DuPont fails to notify Buyer of any such dispute within such 30-day period, or (B) the aggregate amount of the items disputed by DuPont is such that, were DuPont's position adopted, it would not result in an amount payable pursuant to Section 2.4(e) that is at least $5 million greater or less than would be the case if the Preliminary Closing Balance Sheet were deemed final, the Preliminary Closing Balance Sheet and the calculation of Preliminary Net Assets shall be deemed final.

  • In the event that DuPont shall so notify Buyer of any dispute, DuPont and Buyer shall cooperate in good faith to resolve such dispute as promptly as possible, and upon such resolution, if any, any adjustments to the Preliminary Closing Balance Sheet and Preliminary Net Assets shall be made in accordance with the agreement of Buyer and DuPont.

  • The amount of such adjustment shall be determined in accordance with the Preliminary Closing Balance Sheet and, if disputed, the Final Closing Balance Sheet, on the same time frame and in a manner analogous to that applicable to the calculation of Preliminary Net Assets and Final Net Assets, except that there shall be no minimum amount of such undistributed Cash required as a precondition to making any such adjustment.

  • The Closing Cash Payment shall be equal to $150,000,000 (i) plus the amount, if any, by which the Preliminary Net Assets exceeds $58,000,000 or (ii) minus the amount, if any, by which $58,000,000 exceeds the Preliminary Net Assets.

  • Based upon an audited physical count of inventory taken as of ------------ December 31, 1999 and the Seller's unaudited compiled financial statements as of the same date, the Seller has prepared a Computation of Preliminary Net Assets less Liabilities at Closing, in the form attached hereto as Exhibit 2.03 (the ------------ "Preliminary Statement of Net Assets less Liabilities").

  • In addition, Seller shall prepare a report as of the Closing Date (the "Preliminary Closing Report") setting forth its estimate of the net assets of the Business as of the Closing Date (the "Preliminary Net Assets") as calculated in accordance with the Closing Balance Sheet Principles.

  • The Independent Accounting Firm shall be instructed to use reasonable best efforts to deliver to Buyer and Seller a written report setting forth the resolution of each disputed matter within thirty (30) days of submission of the Aggregate Company Indebtedness Statement and/or Preliminary Closing Balance Sheet and Preliminary Net Assets to it and, in any case, as promptly as practicable after such submission.

  • The Estimated Purchase Price payable by Buyer at the Closing pursuant to Section 2.3(b) hereof shall be equal to $139,000,000, which amount equals the Purchase Price MINUS the difference between the Estimated Net Assets and the Preliminary Net Assets, PLUS the Cash Balance.

  • If Final Net Assets (Excluding Equipment) is greater than Preliminary Net Assets (Excluding Equipment) (because Final Net Assets (Excluding Equipment) is a larger positive number than the positive number constituting Preliminary Net Assets (Excluding Equipment)), Purchaser shall pay to Sellers the amount by which (i) the Final Net Assets (Excluding Equipment) exceeds (ii) the Preliminary Net Assets (Excluding Equipment).

  • This post-closing adjustment is not intended to permit the introduction of different judgments, accounting methods, policies, practices, procedures or estimation methods for the purpose of determining the amount of Closing Net Assets and preparing the Closing Date Statement of Net Assets from those used in determining the amount of Preliminary Net Assets and preparing the Interim Statement of Net Assets.


More Definitions of Preliminary Net Assets

Preliminary Net Assets means an amount equal to One Hundred Fifty Three Million Eight Hundred Thousand Dollars ($153,800,000).
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Related to Preliminary Net Assets

  • 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.

  • PJM Net Assets means the total assets per PJM’s consolidated quarterly or year-end financial statements most recently issued as of the date of the receipt of written notice of a claim less amounts for which PJM is acting as a temporary custodian on behalf of its Members, transmission developers/Designated Entities, and generation developers, including, but not limited to, cash deposits related to credit requirement compliance, study and/or interconnection receivables, member prepayments, invoiced amounts collected from Net Buyers but have not yet been paid to Net Sellers, and excess congestion (as described in Operating Agreement, Schedule 1, section 5.2.6, and the parallel provisions of Tariff, Attachment K-Appendix, section 5.2.6).

  • Net Assets sale," "sell" and "security" shall have the same meanings as such terms have in the 1940 Act, subject to such exemption as may be granted by the SEC by any rule, regulation or order. Where the effect of a requirement of the federal securities laws reflected in any provision of this Agreement is made less restrictive by a rule, regulation or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order. This Agreement may be signed in counterpart.

  • 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 Asset Value or "NAV” means per Unit value of the Trust arrived at by dividing the Net Assets by the number of Units outstanding.

  • 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.

  • Target Assets means the types of assets invested in by the Company, subject to, and including any changes in, the Investment Guidelines.

  • 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.

  • Projected PJM Market Revenues means a component of the Market Seller Offer Cap calculated in accordance with Tariff, Attachment DD, section 6.

  • Consolidated Net Assets means the aggregate amount of assets (less reserves and other deductible items) after deducting current liabilities, as shown on the consolidated balance sheet of the Company and its Subsidiaries contained in the latest annual report to the stockholders of the Company and prepared in accordance with GAAP.

  • Operating parameter value means a minimum or maximum value established for a control device or process parameter that, if achieved by itself or in combination with one (1) or more other operating parameter values, determines that an owner or operator has complied with an applicable emission limit.

  • net non-operating income means the difference between: (A) revenues from all sources other than those related to operations; and (B) expenses, including taxes and payments in lieu of taxes, incurred in the generation of revenues in (A) above.

  • Current Assessed Value means the assessed value of the District certified by the municipal assessor as of April 1st of each year that the District remains in effect.

  • Net Working Capital Target means $0.00.

  • Target Net Working Capital Amount means $5,000,000.

  • Net Asset Sale Proceeds means, with respect to any Asset Sale, Cash payments (including any Cash received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) received from such Asset Sale, net of any bona fide direct costs incurred in connection with such Asset Sale, including (i) income taxes reasonably estimated to be actually payable within two years of the date of such Asset Sale as a result of any gain recognized in connection with such Asset Sale and (ii) payment of the outstanding principal amount of, premium or penalty, if any, and interest on any Indebtedness (other than the Loans) that is secured by a Lien on the stock or assets in question and that is required to be repaid under the terms thereof as a result of such Asset Sale.

  • Annual Specified Amount means $400,000 escalated on each Anniversary Date by the percentage by which the CPI last published prior to such Anniversary Date has increased over the CPI last published prior to the grant of the Burswood Casino Licence.

  • Operating Cash Flow means the Company’s or a business unit’s sum of Net Income plus depreciation and amortization less capital expenditures plus changes in working capital comprised of accounts receivable, inventories, other current assets, trade accounts payable, accrued expenses, product warranty, advance payments from customers and long-term accrued expenses, determined in accordance with generally acceptable accounting principles.

  • Target Net Working Capital means $0.

  • Annualized Operating Cash Flow means, for any period of three complete consecutive calendar months, an amount equal to Operating Cash Flow for such period multiplied by four.

  • Property EBITDA means for any property owned by Ventas, Inc. or any of its Subsidiaries as of the date of determination, for any period of time, the net income (loss) derived from such property for such period, before deductions for (without duplication):

  • Internet Assets means any Internet domain names and other computer user identifiers and any rights in and to sites on the worldwide web, including rights in and to any text, graphics, audio and video files and html or other code incorporated in such sites.

  • Net Operating Cash Flow means the net cash flow to the Partnership resulting from ownership and operation of the Partnership Property, plus any other items of income received in cash by the Partnership less (i) all debts and expenses paid in the operation of the Partnership, (ii) any reserves which the General Partners deem reasonably necessary for the operation of the Partnership or for the satisfaction of obligations of the Partnership pursuant to Section 8.6, and (iii) all proceeds which are (A) received by the Partnership from the Transfer of Partnership Property, and (B) used to purchase or reserved, as determined by the General Partners in furtherance of their fiduciary duties hereunder and under the Act, for the purchase of other Partnership Property.

  • 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.

  • Current Net Assets means the Portfolio’s net assets as of the most recent preceding day for which the Fund’s net assets were computed.

  • Estimated Net Working Capital has the meaning set forth in Section 2.3(a).