Tangible Net Worth Adjustment definition

Tangible Net Worth Adjustment shall have the meaning set forth in Section 2.03(c)(i).
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Tangible Net Worth Adjustment means an amount equal to, on any day, the sum of (a) fifty percent (50%) of the aggregate Net Income of Borrower, on a consolidated basis, for each calendar month ending on or after August 31, 1999 through and including the calendar month ending on or immediately prior to the calendar month in which such determination day occurs (with no adjustment downward for any net losses), and (b) the aggregate of all equity added to the consolidated balance sheet of Borrower after the date hereof as a result of Borrower's issuance and sale of its stock or any other equity interest in Borrower.
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Tangible Net Worth Adjustment which may be positive or negative, means (i) the Closing Date Tangible Net Worth, minus (ii) $29,100,000 (the “Targeted Amount”) and minus (iii) the Estimated Tangible Net Worth Amount.
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Examples of Tangible Net Worth Adjustment in a sentence

  • If Asset Seller delivers a Statement of Objections within the Review Period, Asset Seller and Buyer shall negotiate in good faith to resolve such objections, and if the objections are resolved by a written agreement between Buyer and Asset Seller, that resolution shall be final and binding on the parties and shall be used in computing such Tangible Net Worth Adjustment Amount.

  • Notwithstanding anything to the contrary in this Agreement, in no event shall the Indemnification Threshold apply to any amounts recovered by Buyer pursuant to the Tangible Net Worth Adjustment.

  • If Asset Seller does not ----------------------- deliver a Statement of Objections within the Review Period, the computations of September 30 Tangible Net Worth and Closing Date Tangible Net Worth shall be deemed to have been accepted by Asset Seller and shall be final and binding on the parties, and those computations shall be used in computing the Tangible Net Worth Adjustment Amount described in Section 2.8(h) below.

  • Tangible Net Worth Adjustment........................................................

  • If Asset Seller does not deliver ----------------------- a Statement of Objections within the Review Period, the computations of September 30 Tangible Net Worth and Closing Date Tangible Net Worth shall be deemed to have been accepted by Asset Seller and shall be final and binding on the parties, and those computations shall be used in computing the Tangible Net Worth Adjustment Amount described in Section 2.8(h) below.

  • Maintain a Tangible Net Worth at all times of not less than the sum of (a) Six Hundred Fifty Thousand Dollars ($650,000.00) and (b) the applicable Tangible Net Worth Adjustment amount.

  • Maintain, as of the last day of each fiscal quarter of Holdings, Consolidated Tangible Net Worth of not less than the sum of $12,500,000 plus the Tangible Net Worth Adjustment Amount.

  • Maintain, as of the last day of each fiscal quarter of Holdings, Consolidated Tangible Net Worth of not less than the sum of $20,000,000 plus the Tangible Net Worth Adjustment Amount.

  • Maintain a Tangible Net Worth at all times of not less than the sum of (a) Two Million Four Hundred Thousand Dollars ($2,400,000.00) and (b) the applicable Tangible Net Worth Adjustment amount.

  • Maintain a Tangible Net Worth at all times of not less than the sum of (a) Ten Million dollars ($10,000,000.00) and (b) the applicable Tangible Net Worth Adjustment amount.


More Definitions of Tangible Net Worth Adjustment

Tangible Net Worth Adjustment means an amount equal to, on any day, the sum of (a) fifty percent (50%) of the aggregate Net Income of Borrower, on a consolidated basis, for each calendar month ending from and after the date hereof through and including the calendar month ending on or immediately prior to the calendar month in which such determination day occurs, and (b) the aggregate of all equity added to the consolidated balance sheet of Borrower after the date hereof as a result of Borrower's issuance and sale of its stock or any other equity interest in Borrower.
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Related to Tangible Net Worth Adjustment

  • 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.

  • 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)

  • 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.

  • Effective Tangible Net Worth means the Borrower’s stated net worth plus Subordinated Debt but less all intangible assets of the Borrower (i.e., goodwill, trademarks, patents, copyrights, organization expense, and similar intangible items including, but not limited to, investments in and all amounts due from affiliates, officers or employees).

  • 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.

  • 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.

  • 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.

  • Net Working Capital Adjustment means (a) the amount by which Net Working Capital as of immediately prior to the Closing exceeds Target Net Working Capital or (b) the amount by which Net Working Capital as of immediately prior to the Closing is less than Target Net Working Capital, in each case, if applicable; provided, that any amount which is calculated pursuant to clause (b) above shall be deemed to be a negative number.

  • Consolidated Working Capital Adjustment means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.

  • Adjusted Net Worth of each Guarantor shall mean the greater of (x) the Net Worth (as defined below) of such Guarantor and (y) zero; and (iii) the “Net Worth” of each Guarantor shall mean the amount by which the fair saleable value of such Guarantor’s assets on the date of any Relevant Payment exceeds its existing debts and other liabilities (including contingent liabilities, but without giving effect to any Guaranteed Obligations arising under this Guarantee) on such date. Notwithstanding anything to the contrary contained above, any Guarantor that is released from this Guarantee pursuant to Section 18 hereof shall thereafter have no contribution obligations, or rights, pursuant to this Section 19, and at the time of any such release, if the released Guarantor had an Aggregate Excess Amount or an Aggregate Deficit Amount, same shall be deemed reduced to $0, and the contribution rights and obligations of the remaining Guarantors shall be recalculated on the respective date of release (as otherwise provided above) based on the payments made hereunder by the remaining Guarantors. All parties hereto recognize and agree that, except for any right of contribution arising pursuant to this Section 19, each Guarantor who makes any payment in respect of the Guaranteed Obligations shall have no right of contribution or subrogation against any other Guarantor in respect of such payment until all of the Guaranteed Obligations have been irrevocably paid in full in cash. Each of the Guarantors recognizes and acknowledges that the rights to contribution arising hereunder shall constitute an asset in favor of the party entitled to such contribution. In this connection, each Guarantor has the right to waive its contribution right against any Guarantor to the extent that after giving effect to such waiver such Guarantor would remain solvent, in the determination of the Required Lenders.

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

  • 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.

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • 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.

  • 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.

  • 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):

  • SOFR Adjustment means 0.10% (10 basis points).

  • True-Up Adjustment means any Annual True-Up Adjustment or Interim True-Up Adjustment, as the case may be.

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

  • Target Net Working Capital Amount means $0.

  • Cost of Living Adjustment means the percentage (if any) by which the Consumer Price Index for the month of October preceding the adjustment ex- ceeds the Consumer Price Index for the month of October one year before the month of October preceding date of the adjustment.

  • Total Intrinsic Loss Estimate means the sum of the SF1-4 Intrinsic Loss Estimate in the Single Family Shared-Loss Agreement, and the Commercial Intrinsic Loss Estimate in the Commercial Shared-Loss Agreement, expressed in dollars.

  • 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.

  • Modified adjusted gross income means “federal adjusted gross income”:

  • Material Project EBITDA Adjustments means, with respect to each Material Project: