Separate Asset Value definition

Separate Asset Value has the meaning set forth in Section 8.6(n)(i).
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Separate Asset Value has the meaning set forth in Section 5.1(e).
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Separate Asset Value has the meaning set forth in Section 5.1(e)(i) (page 25).
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Examples of Separate Asset Value in a sentence

  • Within three (3) business days after the amount of the Separate Asset Value has been finally determined, whether by the concurrence of the Buyer, the failure of the Buyer to object, or the determination of the Independent Accounting Firm, the Buyer shall pay to Seller the balance of the Separate Asset Value, or the Seller shall refund to Buyer the amount by which 90% of the estimate at Closing exceeds the actual Separate Asset Value, whichever applies.

  • Seller hereby authorizes Buyer to reduce the amount of the Separate Asset Value by the amount of such tax, and Buyer hereby undertakes to timely remit all such taxes to the applicable taxing authority and to prepare and file all proper returns and reports with respect thereto.

  • The aggregate consideration to be paid by Buyer to Seller for the Riverboat Casino Assets shall be the assumption of the Assumed Liabilities as provided in Section 3 below, and the payment of a cash amount (the "Purchase Price") equal to the sum of (i) Fifty Million Dollars ($50,000,000) (the "Base Price"), plus (ii) an amount equal to the Separate Asset Value.

  • Within thirty (30) days after Closing, Sellers shall deliver to Purchaser the Sellers' final statement of the Separate Asset Value and the Adjustments, and Purchaser shall have thirty (30) days to review such statement and to object to any matter set forth therein.

  • Purchaser shall pay to Sellers at Closing, by wire transfer of immediately available funds, an amount equal to (a) the Base Price, plus (b) ninety percent (90%) of the Sellers' estimate of the Separate Asset Value and net Adjustments.

  • At Closing, Seller shall deliver to Buyer the Seller's good faith written estimate of the Separate Asset Value as of Closing, and Buyer shall pay to Seller at Closing an amount equal to ninety percent (90%) of such estimate.

  • To the extent the parties cannot reach an agreement on the amount of the Separate Asset Value or Adjustments, then such dispute shall be referred to a mutually agreeable accounting firm in St. Louis, Missouri (the "Independent Accounting Firm") for a final determination, the cost of such determination to be divided equally between Purchaser and Sellers, as a group, with Sellers' portion to be deducted from the Purchase Price.

  • Within ten (10) days after Closing, Seller shall deliver to Buyer the Seller's final statement of the Separate Asset Value, and Buyer shall have ten (10) days to review such statement and to object to any matter set forth therein.

  • At Closing, Sellers shall deliver to Purchaser the Sellers' good faith written estimate of the Separate Asset Value and the net amount of the Adjustments as of Closing.


More Definitions of Separate Asset Value

Separate Asset Value means the aggregate book value as of Closing of the PRC-Mississippi Current Assets and the PBLLC Current Assets (subject to a post-closing adjustment to credit Purchaser for the value of any "accounts receivable" described in Sections 1.1(e)(iii) and 1.1(f) above that remain uncollected by Purchaser by a date to be mutually agreed upon by Purchaser and Sellers), plus the Cage Cash, in each case determined in accordance with generally accepted accounting principles, consistently applied. The term "Adjustments" means an amount representing the net amount due Sellers or Purchaser after taking into account the following: (i) the book value of the Casino Obligations (as defined in Section 3(c) below) of PRC-Mississippi, which shall be a credit to Purchaser; (ii) the book value of the Business Obligations (as defined in Section 3(f) below) of PBLLC, which shall be a credit to Purchaser; (iii) the net adjustment resulting from the apportionments set forth in Section 2.4 below; (iv) the credit due Purchaser for unapplied security deposits as set forth in Section 2.5 below; (v) the net amount due Seller or Purchaser as a result of the real estate related apportionments in Sections 5.4 and 5.5 below; (vi) the Transfer Tax payable under Section 5.6 below, which shall be a credit to Purchaser; and (vii) any other net credit due Sellers or Purchaser as provided in this Agreement or another agreement executed by Sellers and Purchaser prior to Closing.
Sample 1
Separate Asset Value means the sum of (A) the Vault Cash and the book value of the Food Service Inventory and Gift Shop Inventory as of Closing, plus (B) fifty percent (50%) of the Seller's direct cost (including freight) of slot machines newly installed at the Riverboat Casino within six (6) months prior to Closing, provided such purchase and installation is approved in advance and in writing by Buyer, such approval not to be withheld unreasonably (As of the date of this Agreement, Buyer has approved the purchase of those certain slot machines identified in and subject to the terms of Schedule 2(a)), reduced by (C) the book value of the Deferred Payout Obligation (as defined in Section 3 below), each as determined at Closing in accordance with generally accepted accounting principles, consistently applied. The Purchase Price shall be payable as follows: (a) Buyer is paying a refundable $1,000,000 cash deposit (the "Deposit"), by wire
Sample 1

Related to Separate Asset Value

  • Asset Value has the meaning assigned to such term in the Pricing Side Letter.

  • Gross Asset Value means, with respect to any asset, the asset’s adjusted basis for federal income tax purposes, except as follows:

  • Unencumbered Asset Value means, at any time for the Consolidated Group, without duplication, the sum of the following: (a) an amount equal to (i) Unencumbered NOI from all Unencumbered Properties (other than Non-Stabilized Properties and acquisition properties described in clause (b) below) that have been owned by the Consolidated Group for four full fiscal quarter periods or longer (which amount for each individual Unencumbered Property as well as the aggregate amount for all Unencumbered Properties shall not be less than zero) divided by (ii) the Capitalization Rate, plus (b) the aggregate acquisition cost of all Unencumbered Properties acquired during the then most recently ended four fiscal quarter period, plus (c) the undepreciated book value of Unencumbered Properties that are Non-Stabilized Properties; provided that if the Unencumbered Asset Value attributable to Non-Stabilized Properties accounts for more than 15% of Unencumbered Asset Value, the amount of undepreciated book value of such Non-Stabilized Properties that exceeds such limit shall be deducted from Unencumbered Asset Value, plus (d) cash from like-kind exchanges on deposit with a qualified intermediary (“1031 proceeds”), plus (e) the value of Mezzanine Debt Investments and Mortgage Receivables owned by the Consolidated Group that are not more than ninety (90) days past due determined in accordance with GAAP, in each case that are not subject to a Lien or Negative Pledge; provided that if the Unencumbered Asset Value attributable to Mezzanine Debt Investments and Mortgage Receivables accounts for more than 10% of Unencumbered Asset Value, the amount of Mezzanine Debt Investments and Mortgage Receivables that exceeds such limit shall be deducted from Unencumbered Asset Value, plus (f) the undepreciated book value of all Unimproved Land and Construction in Progress owned by the Consolidated Group to the extent any such assets are not subject to a Lien or Negative Pledge, plus (g) Balance Sheet Cash; provided that, to the extent that Unencumbered Asset Value attributable to investments in Mezzanine Debt Investments, Mortgage Receivables, 1031 proceeds, Unimproved Land, and Construction in Progress account for more than 25% of Unencumbered Asset Value, in the aggregate, the amount that exceeds such limit shall be deducted from Unencumbered Asset Value. For clarification purposes, in determining whether clause (a) or clause (b) above applies, the date a Property will be deemed to have been acquired is the date it was acquired by the Consolidated Group or any prior Affiliate of the Consolidated Group.

  • Property Value means the aggregate fair value of the properties (land and buildings) held by the Group according to the latest consolidated Financial Report, adjusted for any investments in and depreciations of the properties, respectively, during the period starting on the day falling immediately after the last day of the period covered by the latest consolidated Financial Report and ending on the relevant Record Date.

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

  • Total Asset Value means as of any date of determination the sum (without duplication) of all of the following of the Borrower, the REIT Guarantor and their Subsidiaries on a consolidated basis determined in accordance with GAAP applied on a consistent basis: (a) cash and Cash Equivalents, plus (b) with respect to each Property (other than Development Properties, the Market Square Property and Properties with a negative Net Operating Income) owned for four (4) consecutive fiscal quarters by the Borrower, the REIT Guarantor or any of their respective Subsidiaries, the quotient of (i) Net Operating Income less Capital Reserves attributable to such Property (without regard to its occupancy) for the prior fiscal quarter of the Borrower most recently ended times four (4), divided by (ii) the applicable Capitalization Rate, plus (c) with respect to each Property acquired during the most recent four (4) fiscal quarters of the Borrower, the greater of (i) the quotient of (A) Net Operating Income less Capital Reserves attributable to such Property (without regard to its occupancy) for the prior fiscal quarter of the Borrower most recently ended times four (4), divided by (B) the applicable Capitalization Rate, and (ii) the undepreciated GAAP book value (after taking into account any impairments) of such Property, plus (d) with respect to the Market Square Property, the greater of (1) the quotient of (A) Net Operating Income less Capital Reserves attributable to the Market Square Property (without regard to its occupancy) for the prior fiscal quarter of the Borrower most recently ended times four (4), divided by (B) the Capitalization Rate for CBD or Urban Infill Properties, and (2) the undepreciated GAAP book value (after taking into account any impairments) of the Market Square Property, plus (e) the undepreciated GAAP book value (after taking into account any impairments) for Construction-In-Process for Development Properties, plus (f) the undepreciated GAAP book value (after taking into account any impairments) of Unimproved Land. The Borrower’s pro rata share of assets held by Unconsolidated Affiliates (excluding assets of the type described in the immediately preceding clause (a)) will be included in Total Asset Value calculations consistent with the above described treatment for wholly owned assets. For purposes of determining Total Asset Value, Net Operating Income from Properties acquired or disposed of by the Borrower, any Subsidiary of the Borrower or any Unconsolidated Affiliate during the immediately preceding four (4) fiscal quarters of the Borrower shall be excluded from clause (b) above. For purposes of determining Total Asset Value, Total Asset Value attributable to the following investments in excess of the limitations set forth below shall be excluded from Total Asset Value:

  • Net Asset Value per Unit means the Net Asset Value divided by the number of Units outstanding on the date of calculation.

  • Undepreciated Real Estate Assets as of any date means the cost (original cost plus capital improvements) of real estate assets of the Company and its Subsidiaries on such date, before depreciation and amortization, determined on a consolidated basis in accordance with GAAP.

  • Stored value means monetary value that is evidenced by an electronic record.

  • Net Value has the meaning set forth in Section 1.68(a)(ii).

  • Ending Value means the average of the values of the Basket at the close of the market on five business days shortly before the maturity date of the Notes. We may calculate the Ending Value by reference to fewer than five or even a single day's closing value if, during the period shortly before the maturity date of the Notes, there is a disruption in the trading of a sufficient number of stocks included in any Basket Index or certain futures or options contracts relating to a Basket Index.

  • Consolidated Total Asset Value means, at a given time, the sum (without duplication) of all of the following of the Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP applied on a consistent basis: (a) Unrestricted Cash; plus (b) the quotient of (i) the Net Operating Income for each Property owned, or leased as lessee under a ground lease, by the Borrower or any Subsidiary (including any 1031 Property but excluding a Property the value of which is included in the determination of Consolidated Total Asset Value under any of the immediately following clauses (c) or (e)), for the fiscal quarter most recently ended multiplied by 4, divided by (ii) the applicable Capitalization Rate; plus (c) the acquisition cost of Properties (including any 1031 Property) acquired during the period of six fiscal quarters most recently ended; provided that the Borrower may irrevocably elect that the value of a recently acquired Property not yet owned for six quarters be determined in accordance with the preceding clause (b); plus (d) all Construction-in-Process for all Development Properties; plus (e) the aggregate Major Redevelopment Property Values of all Major Redevelopment Properties; plus (f) the GAAP book value of Unimproved Land; plus (g) the contractual purchase price of Properties of the Borrower and its Subsidiaries subject to purchase obligations, repurchase obligations, forward commitments and unfunded obligations but only to the extent such amounts are included in determinations of Consolidated Total Indebtedness; plus (h) Marketable Securities, valued at the lower of cost or Fair Market Value (to the extent that the Fair Market Value of such Marketable Securities is reasonably capable of being verified or is otherwise acceptable to the Administrative Agent); plus (i) the aggregate book value of Mortgage Receivables. The Borrower’s Ownership Share of assets held by Unconsolidated Affiliates (excluding assets of the type described in the immediately preceding clause (a) and (h)) will be included in the calculation of Consolidated Total Asset Value consistent with the above described treatment for wholly owned assets. Properties disposed of during the fiscal quarter most recently ended shall not be included in the calculation of Consolidated Total Asset Value. Other Commercial Properties may only contribute to Consolidated Total Asset Value to the extent applicable under clause (c) above. In addition, to the extent (A) the amount of Consolidated Total Asset Value attributable to assets held by Unconsolidated Affiliates would exceed 20.0% of Consolidated Total Asset Value, such excess shall be excluded from Consolidated Total Asset Value and (B) the amount of Consolidated Total Asset Value attributable to Marketable Securities, Development Properties, Major Redevelopment Properties, Unimproved Land and Mortgage Receivables would exceed 30.0% of Consolidated Total Asset Value, such excess shall be excluded from Consolidated Total Asset Value.

  • Portfolio Value means the aggregate amount of portfolio of investments including cash balance without netting off of leverage undertaken by the CDMDF.

  • Aggregate Assets means the value of the Sub-Advised Assets and the Other Accounts on the Valuation Date during the applicable calendar month. The values for the Sub-Advised Assets and Other Accounts shall be as reported by the applicable custodian and fund administrator.

  • Appraised Value The value set forth in an appraisal made in connection with the origination of the related Mortgage Loan as the value of the Mortgaged Property.

  • Real Estate Asset means, at any time of determination, any interest (fee, leasehold or otherwise) then owned by any Credit Party in any real property.

  • Good Value means that the Benchmarked Rates are within the Upper Quartile;

  • Deemed Partnership Interest Value means, as of any date with respect to any class of Partnership Interests, the Deemed Value of the Partnership Interests of such class multiplied by the applicable Partner's Percentage Interest of such class.

  • Net Asset Value per Share means the Net Asset Value of a Fund divided by the

  • Unencumbered means, with respect to any Hotel Property, at any date of determination, the circumstance that such Hotel Property on such date:

  • Contribution Value means the fair market value as reasonably determined by the General Partner of property (other than cash) contributed by a Partner to the Partnership (net of liabilities secured by such contributed property that the Partnership is treated as assuming or taking subject to pursuant to the provisions of Section 752 of the Code).

  • Sponsor Fair Market Value means the average last reported sale price of the Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which notice of exercise of the Private Placement Warrant is sent to the Warrant Agent;

  • Gross Heating Value means the total heat expressed in megajoules per cubic metre (MJ/m³) produced by the complete combustion at constant pressure of one (1) cubic metre of gas with air, with the gas free of water vapour and the temperature of the gas, air and products of combustion at standard temperature and all water formed by the combustion reaction condensed to the liquid state;