Tangible Asset Value definition

Tangible Asset Value has the meaning set forth in Section 5.16(c).
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Tangible Asset Value all of Seller’s current assets (excluding cash) and fixed assets, both as reflected on Exhibit J.
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Tangible Asset Value all of Seller’s current assets (excluding cash) and fixed assets, both as reflected on Schedule 2.8.
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Examples of Tangible Asset Value in a sentence

  • The Purchase Price Adjustment shall be equal to the value of the Closing Date Net Tangible Asset Value (as finally determined in accordance with this Section 2.05) minus the June 30, 1995 Net Tangible Asset Value.

  • We provide additional information on how we determine Intrinsic Value, Net Tangible Asset Value and Operating Cash Flow in the balance of this document.

  • Permit, at any time, the aggregate Consolidated Recourse Indebtedness of the Companies to exceed ten percent (10%) of Consolidated Tangible Asset Value.

  • Borrower must maintain a ratio of Tangible Asset Value to Borrowings outstanding of at least 2.00:1.

  • This value, together with Net Tangible Asset Value, forms what we call Intrinsic Value.

  • We refer to this as Net Tangible Asset Value and use this basis of presentation throughout the MD&A; • The value of our asset management franchise.

  • In determining the Closing Net Worth, both the Company's Total Tangible Asset Value and the Company's Total Liability Value shall be determined (in each case as of the close of business on the Closing Date) in accordance with the principles, practices and procedures which are consistent with those which were applied by Seller in determining the Net Worth of the Company as shown on the Balance Sheet and the Interim Balance Sheet.

  • At the Closing, Purchaser and Seller shall complete and execute a certificate setting forth their best estimate of the Net Tangible Asset Value based on the April Balance Sheet (the "Estimated Net Tangible Asset Value").

  • Within seven (7) days following determination of the Final Net Tangible Asset Value pursuant to Section 4.2 above, the Purchaser shall hold the Withheld Sum and pay or credit it in accordance with this Section 4.4.

  • Permit, at any time, the aggregate Consolidated Secured Indebtedness of the Companies to exceed fifty percent (50%) of the Consolidated Tangible Asset Value.


More Definitions of Tangible Asset Value

Tangible Asset Value means as determined by GAAP on a consolidated basis, the net book value of all real property (unless the value is supported by a drive-by real estate appraisal or a formal appraisal acceptable to Lender, in which case such value may be used) and equipment constituting Tangible Assets, less leasehold improvements, Potential Prior-Ranking Claims and other Permitted Encumbrances.
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Tangible Asset Value means as determined by GAAP on a consolidated basis, the aggregate of:
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Tangible Asset Value has the meaning set forth in Section 2.3(a).
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Tangible Asset Value means (x) all of the Company's current assets, excluding cash, as reflected on Exhibit A hereto; and (y) all of the Company's fixed assets, as reflected on Exhibit A hereto; and (D) "Operating Liabilities" means the Company's operating liabilities as reflected on Exhibit A hereto, operating leases and capital leases. The exact form of the Acquisition will be determined as part of the negotiations between the parties in entering into the Acquisition Agreement. If the form of the Acquisition is an asset purchase transaction, Purchaser will expressly assume the Operating Liabilities which are outstanding as of the Closing. If the form of the transaction is a stock purchase or merger transaction, then the Operating Liabilities will remain outstanding as of the Closing and shall not be satisfied out of or otherwise reduce the cash proceeds of the transaction (except to the extent they would result in a negative Net Operating Asset Adjustment).
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Related to Tangible Asset Value

  • Tangible Assets means assets consisting of land, buildings and plant, machinery and equipment;

  • Total Tangible Assets at any date of determination, the total amount of assets of the Guarantor and its Subsidiaries (without duplication and excluding any asset owned by the Guarantor or any Subsidiary that represents an obligation of the Guarantor or any other Subsidiary to such Subsidiary or Guarantor) after deducting therefrom all goodwill, trade names, trademarks, patents, licenses, copyrights and other intangible assets.

  • Net Tangible Assets means the total of all assets (including revaluations thereof as a result of commercial appraisals, price level restatement or otherwise) appearing on the Company’s balance sheet, 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 Company’s current liabilities appearing on such balance sheet. For purposes of this definition, the Company's balance sheet does not include assets and liabilities of its subsidiaries.

  • 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.

  • Consolidated Total Tangible Assets means, as of any date, the Consolidated Total Assets as of such date, less all goodwill and intangible assets determined in accordance with GAAP included in such Consolidated Total Assets.

  • Consolidated Tangible Assets means, for any Person, total assets of such Person and its consolidated Subsidiaries, determined on a consolidated basis, less goodwill, patents, trademarks and other assets classified as intangible assets in accordance with GAAP.

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

  • Intangible Asset means any asset which is treated as an intangible asset in conformity with GAAP, including, without limitation, leasehold rights, franchise rights, non-compete agreements, goodwill, unamortized debt discounts, patents, patent applications, trademarks, trade names, copyrights and licenses.

  • Intangible Assets means assets that are considered to be intangible assets under GAAP, including customer lists, goodwill, computer software, copyrights, trade names, trademarks, patents, franchises, licenses, unamortized deferred charges, unamortized debt discount and capitalized research and development costs.

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

  • 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.

  • 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 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.

  • Consolidated Intangible Assets means, at any date, all assets of the Borrower and its Subsidiaries that are considered to be intangible assets under GAAP, including, without limitation, customer lists, goodwill, computer software, copyrights, trade names, trademarks, patents, franchises, licenses, unamortized deferred charges, unamortized debt discount and capitalized research and development costs.

  • 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:

  • Adjusted Tangible Net Worth As of the date of determination thereof, the sum of: (i) Servicer's Tangible Net Worth; plus (ii) one percent (1%) of the amount of Servicer's servicing portfolio, as determined by the Master Servicer in the Master Servicer's reasonable discretion.

  • 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.

  • 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:

  • Eligible Assets means property that is used or useful in the same or a similar line of business as the Borrower and its Subsidiaries were engaged in on the Closing Date (or any reasonable extension or expansions thereof).

  • Tangible Net Worth is, on any date, the consolidated total assets of Borrower and its Subsidiaries minus, (i) any amounts attributable to (a) goodwill, (b) intangible items such as unamortized debt discount and expense, Patents, trade and service marks and names, Copyrights and research and development expenses except prepaid expenses, and (c) reserves not already deducted from assets, and (ii)

  • 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.

  • Consolidated Adjusted Net Worth means, as of any day for the Consolidated Group, the sum of (a) total shareholders’ equity or net worth plus (b) accumulated depreciation and accumulated amortization, in each case, determined on a consolidated basis in accordance with GAAP; but excluding, in any event, for purposes hereof, unrealized gains and losses on Swap Contracts reported on a consolidated balance sheet as accumulated other comprehensive income or loss.

  • Total Consolidated Assets means, as of any date, the total assets appearing on the most recently prepared consolidated balance sheet of the Borrower and its Restricted Subsidiaries as of the end of the most recent fiscal quarter of the Borrower and its Restricted Subsidiaries for which such balance sheet has been provided in accordance with Section 4.01(xvii) or Section 6.01(a) or (b) (as applicable), prepared in accordance with GAAP.

  • 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.

  • Consolidated Net Assets means Consolidated Assets after deduction of Consolidated Current Liabilities.