Specified Net Assets definition

Specified Net Assets as set forth in Section 3.2.
Sample 1Sample 2
Specified Net Assets means the sum of the line item amounts specified under the caption “Assets” of the Snacks Business in the Sample Specified Net Assets Statement less the sum of the line item amounts specified as “Liabilities” of the Snacks Business in the Sample Specified Net Assets Statement, in each case as of the close of business on the Closing Date, with each specific line item in such statement calculated in accordance with GAAP in the same manner in which such amount was calculated in accordance with GAAP in the Sample Specified Net Assets Statement, and in all events utilizing the same account classifications and accounting principles, policies and practices used in the preparation of the Sample Specified Net Assets Statement, consistent with GAAP. Notwithstanding anything herein to the contrary, Specified Net Assets shall be determined without taking into account any asset or liability, whether current or deferred, in respect of Taxes.
Sample 1Sample 2
Specified Net Assets means, in each case with respect to the Business (a) the sum of (i) 100% of the Book Value of “Cash,” (ii) 97% of the Book Value of “Corporate Advances” (which constitutes general ledger account entries 1845, 1854 and 1855), “Escrow Advances” (which constitutes general ledger account entries 1826 and 1827), and “P&I Advances” (which constitutes general ledger account entry 1842), (iii) 100% of the Book Value of general ledger account 1830 (“Other Advances—NSF Advances”), (iv) 100% of the Book Value of “Delinquent Servicing Fees Receivable” (which constitutes general ledger account entries 1812 and 1813), and (v) 100% of the Book Value of “Other Servicing Related Assets” (which constitutes general ledger account entries 1802, 1810, 1814, 1816, 1844, and 1861), minus (b) the sum of 100% of the Book Value of (x) “Servicing Related Liabilities” (which constitutes general ledger
Sample 1

Examples of Specified Net Assets in a sentence

  • The presentation of the Closing Specified Net Assets will be in the same form as that utilized in the Sample Statement, utilizing the Accounting Principles.

  • The presentation of the Estimated Closing Specified Net Assets will be in the same form as that utilized in the Sample Statement, and utilizing the same accounting principles, practices, methodologies and policies utilized in the preparation of the Sample Statement (collectively, the “Accounting Principles”).(b) Final Statement.

  • The Specified Net Assets at Closing shall be preliminarily estimated in good faith by Parent, which determination shall be reasonably satisfactory to Buyers, not less than five (5) days prior to the Closing Date.

  • Additionally, throughout Years 10-13 some subjects require students to complete controlled assessments or coursework which will contribute to a subject’s overall score.There is a charge for entering public examinations.For more information on examinations please contact the Exams Offce: exams@gordonstoun.org.uk 3.6. Student SupportOur curriculum is inclusive, and we recognise that students develop at different rates and have different learning needs.

  • Any Acquiror Objection will set forth a description in reasonable detail of the basis of the Acquiror Objection and the adjustments to the value of Specified Net Assets reflected on the Closing Adjustment Statement prepared by Seller which Acquiror believes should be made.

  • The presentation of the Estimated Closing Specified Net Assets will be in the same form as that utilized in the Sample Statement, and utilizing the same accounting principles, practices, methodologies and policies utilized in the preparation of the Sample Statement (collectively, the “Accounting Principles”).

  • To the extent the Carve-out Balance Sheet Specified Net Assets are less than the Initial Benchmark Specified Net Assets, Purchaser shall deduct such difference from the Initial Amount paid at the Closing.

  • In the event that any Inventory is not delivered to such warehouse by the Closing Date (which, for the avoidance of doubt, shall constitute a breach of this Section 7.17) (i) such Inventory shall not be included as Specified Net Assets in the Final Statement of Specified Net Assets and (ii) Seller shall not sell or otherwise dispose of such Inventory to any third party.

  • To the extent that a recovery is made after Closing, Seller will (i) notify and keep Purchaser reasonably informed of the claim for recovery and (ii) ensure that any proceeds actually received after the Closing Date are passed on to Purchaser; provided that Seller shall not be obligated to pass on proceeds it receives to the extent that the Final Statement of Specified Net Assets accounted for the loss with respect to which such proceeds were received.

  • To the extent the Carve-Out Balance Sheet Specified Net Assets exceed the Initial Benchmark Specified Net Assets, Purchaser shall add such difference to the Initial Amount paid at the Closing.


More Definitions of Specified Net Assets

Specified Net Assets means, in each case with respect to the Business (a) the sum of (i) 100% of the Book Value of “Cash,” (ii) 97% of the Book Value of “Corporate Advances” (which constitutes general ledger account entries 1845, 1854 and 1855), “Escrow Advances” (which constitutes general ledger account entries 1826 and 1827), and “P&I Advances” (which constitutes general ledger account entry 1842),
Sample 1
Specified Net Assets means, in each case with respect to the Business (a) the sum of (i) 100% of the Book Value of “Cash,” (ii) 97% of the Book Value of “Corporate Advances” (which constitutes general ledger account entries 1845, 1854 and 1855), “Escrow Advances” (which constitutes general ledger account entries 1826 and 1827), and “P&I Advances” (which constitutes general ledger account entry 1842), (iii) 100% of the Book Value of general ledger account 1830 (“Other Advances—NSF Advances”), (iv) 100% of the Book Value of “Delinquent Servicing Fees Receivable” (which constitutes general ledger account entries 1812 and 1813), and (v) 100% of the Book Value of “Other Servicing Related Assets” (which constitutes general ledger account entries 1802, 1810, 1814, 1816, 1844, and 1861), minus (b) the sum of 100% of the Book Value of (x) “Servicing Related Liabilities” (which constitutes general ledger account entries 2400, 2402, 2403, 2405, 2406, 2408, 2409, 2410, 2411, 2420, 2424) plus (y) “Deferred Revenue” (which constitutes general ledger account entry 2510) and (z) “Other Liabilities” (which constitutes general ledger account entries 2100, 2103, 2104, 2107, 2108, 2112, 2113, 2114, 2115, 2120, 2121, 2136, 2137, 2138, 2139, 2145, 2151, 2158). Each of the capitalized terms in the foregoing sentence in quotation marks and general ledger account entries have meanings consistent with the meanings given to such terms and entries in the Sample Statement. Notwithstanding anything to the contrary herein, the calculation of Specified Net Assets will not include (i) any Specified Other Advances, (ii) any assets that are Excluded Assets, (iii) any Liabilities that are Excluded Liabilities, and (iv) any Seller Financed Advances.
Sample 1
Specified Net Assets means certain assets of the Business minus certain liabilities of the Business, in each case as specified in Exhibit M, determined as of any particular date in accordance with the principles set forth on Schedule 2.2 and to the extent not inconsistent with such principles, in accordance with GAAP.
Sample 1

Related to Specified Net Assets

  • 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.

  • 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.

  • 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.

  • 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 Book Value means, as of any date of determination, with respect to each Adjusted Program Vehicle as of such date, the product of 0.965 and the Net Book Value of such Adjusted Program Vehicle as of such date.

  • 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.

  • 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.

  • 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.

  • 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).

  • Adjusted Net Income ’ means net income adjusted for non-cash expenses (income) such as amortization of intangible assets, deferred income taxes, and certain other expenses (income). The Company believes that Adjusted net income is useful supplemental information as it provides an indication of the results generated by the Company’s main business activities prior to taking into consideration amortization of intangible assets, deferred income taxes, and certain other non-cash expenses (income) incurred or recognized by the Company from time to time. ‘‘Adjusted net income margin’’ refers to the percentage that Adjusted net income for any period represents as a portion of total revenue for that period.

  • 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.

  • Adjusted Consolidated Net Tangible Assets means (without duplication), as of the date of determination, the remainder of:

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

  • Adjusted Net Worth of any Guarantor shall mean at any time, the greater of (x) $0 and (y) the amount by which the fair saleable value of such Guarantor’s assets on the date of the respective payment hereunder exceeds its debts and other liabilities (including contingent liabilities, but without giving effect to any of its obligations under this Agreement or any other Loan Documents) on such date.

  • Consolidated Adjusted Net Income means, for any period, the net income (or net loss) of the Company and its Restricted Subsidiaries for such period as determined on a consolidated basis in accordance with GAAP, adjusted to the extent included in calculating such net income or loss by excluding:

  • Adjusted Consolidated Net Income means, for any period, Consolidated Net Income for such period plus the sum of the amount of all net non-cash charges (including, without limitation, depreciation, amortization, deferred tax expense and non-cash interest expense) and net non-cash losses which were included in arriving at Consolidated Net Income for such period, less the amount of all net non-cash gains and non-cash credits which were included in arriving at Consolidated Net Income for such period.

  • Adjusted Net Earnings means net earnings (loss) attributable to common stockholders as reported in the Company’s periodic reports filed with the Securities and Exchange Commission, provided that such amount shall be adjusted by reversing the following, to the extent such adjustments were made in calculating such net earnings (loss) attributable to common stockholders:

  • Adjusted Net Operating Income means, with respect to a Property for any given period, Net Operating Income of such Property for such period minus Capital Reserves for such period.

  • Consolidated Net Working Capital means (a) all current assets of the Company and its Restricted Subsidiaries except current assets from Oil and Gas Hedging Contracts, less (b) all current liabilities of the Company and its Restricted Subsidiaries, except (i) current liabilities included in Indebtedness, (ii) current liabilities associated with asset retirement obligations relating to oil and gas properties and (iii) any current liabilities from Oil and Gas Hedging Contracts, in each case as set forth in the consolidated financial statements of the Company prepared in accordance with GAAP (excluding any adjustments made pursuant to FASB ASC 815).

  • Net Current Assets means for any date of determination the net current assets of such Person at such date of determination calculated as set forth on Exhibit H attached hereto.

  • Consolidated Net Tangible Assets means total assets (less depreciation and valuation reserves and other reserves and items deductible from gross book value of specific asset accounts under GAAP) after deducting therefrom (i) all current liabilities and (ii) all goodwill, trade names, trademarks, patents, unamortized debt discount, organization expenses, and other like intangibles, all as set forth on the most recent balance sheet of the Company and its consolidated Subsidiaries and computed in accordance with GAAP.

  • 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.

  • 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.

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

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

  • Consolidated Adjusted Net Worth means, as of any date of determination thereof, the Consolidated Net Worth less the total amount of all Restricted Investments in excess of 20% of Consolidated Net Worth, each as of such date of determination.