Transferred Current Assets definition

Transferred Current Assets means the amount of the Prepaid Expenses transferred hereunder.
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Transferred Current Assets means the part of the Assets which consists of the aggregate of the financial fixed assets, plus Stocks, plus short term receiv- xxxxx (including intercompany and tax receivables), plus asset accruals, plus liquidities, as reflected in the Effective Date Accounts;
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Transferred Current Assets means (a) Inventory and (b) accounts receivable and notes receivable and other rights to payment from customers and other Persons (other than the Excluded Accounts Receivable, if any), in each case of TDCC and the Asset Transferors arising exclusively out of, or exclusively relating to, the Business and in each case excluding all assets relating to Taxes other than value added and similar Taxes associated with items included in clause (b).
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Examples of Transferred Current Assets in a sentence

  • Seller shall pay to Buyer the cost of such Unusable Inventory (including finished goods that shall be destroyed or disposed of by Buyer) calculated on the same basis as the calculation of the Actual Transferred Current Assets pursuant to the procedures described in Section 3.2(a).

  • No later than ten (10) days after the Closing Date, Seller shall prepare and deliver to Buyer a statement (the “Transferred Current Assets Statement”) of Seller as of the Closing Date showing the actual amount of Transferred Current Assets as of the Effective Time prepared in the form of Schedule 3.2(a) (the “Actual Transferred Current Assets”).

  • Seller will revise the Transferred Current Assets Statement and the determination of the Actual Transferred Current Assets as appropriate to reflect the resolution of any objections to the Transferred Current Assets Statement pursuant to this Section 3.2(b).

  • The payment of this adjustment shall be made by Buyer or Seller, as the case may be, within three (3) Business Days after final determination of the value of Actual Transferred Current Assets.

  • If the Projected Transferred Current Assets are greater than the Required Transferred Current Assets, the Purchase Price shall be increased on a dollar-for-dollar basis by the difference; if the Projected Transferred Current Assets are less than the Required Transferred Current Assets, the Purchase Price shall be decreased on a dollar-for-dollar basis by the difference.

  • If Buyer has any objections to the Transferred Current Assets Statement or the value of the Actual Transferred Current Assets, Buyer will deliver a detailed statement describing such objections to Seller within ten (10) days after receiving the Transferred Current Assets Statement.

  • The accounting firm will resolve any objections remaining unresolved between the parties at the time of submission to such accounting firm and the amount of the Actual Transferred Current Assets.

  • Buyer shall be liable for all the Property Taxes apportioned to the Post-Transfer Period; provided, however, that to the extent such Property Taxes are included within the calculations of Projected Transferred Current Assets or Actual Transferred Current Assets as a prepaid expense or otherwise, Buyer shall have no obligation as to such Property Taxes.

  • Buyer and its representative(s) shall have the right to be present during the physical inventory count of the Inventory conducted by Seller as of the Effective Time and shall have access to all relevant books, records and working papers of Seller and to appropriate personnel in order to review the Transferred Current Assets Statement.

  • Buyer and Seller, acting reasonably, shall diligently attempt to settle any disputes and agree upon the value of the Actual Transferred Current Assets and any adjustments related thereto within fifteen (15) days of delivery of the Buyer’s statement of objections (the “Settlement Period”).


More Definitions of Transferred Current Assets

Transferred Current Assets means all Inventory and prepaid expenses related to the Business, including, without limitation, those described on Schedule 2. l(a)(2).
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Related to Transferred Current Assets

  • Consolidated Current Assets means, as at any date of determination, the total assets of Company and its Subsidiaries on a consolidated basis which may properly be classified as current assets in conformity with GAAP, excluding Cash and Cash Equivalents.

  • 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 Current Liabilities means, as at any date of determination, the total liabilities of Holdings and its Subsidiaries on a consolidated basis that may properly be classified as current liabilities in conformity with GAAP, excluding the current portion of long term debt.

  • non-current assets means all assets other than current assets

  • Unfunded Current Liability of any Plan shall mean the amount, if any, by which the actuarial present value of the accumulated plan benefits under the Plan as of the close of its most recent plan year exceeds the fair market value of the assets allocable thereto, each determined in accordance with Statement of Financial Accounting Standards No. 87, based upon the actuarial assumptions used by the Plan's actuary in the most recent annual valuation of the Plan.

  • Required Currency has the meaning specified in Section 1.16.

  • non-current liabilities means all liabilities other than current liabilities

  • Consolidated Current Ratio means, as of any date of determination, the ratio of Consolidated Current Assets to Consolidated Current Liabilities as of such date.

  • Appraised Current Market Value of any Aircraft means the lower of the average and the median of the three most recent Post-Default Appraisals of such Aircraft.

  • Current Assets means, as of any applicable date, all amounts that should, in accordance with GAAP, be included as current assets on the consolidated balance sheet of Borrower and its Subsidiaries as at such date.

  • Investment Assets means all debentures, notes and other evidences of Indebtedness, stocks, securities (including rights to purchase and securities convertible into or exchangeable for other securities), interests in joint ventures and general and limited partnerships, mortgage loans and other investment or portfolio assets owned of record or beneficially by the Company.

  • Parent Assets means all Assets of either Party or the members of its Group as of the Effective Time, other than the SpinCo Assets, it being understood that, notwithstanding anything herein to the contrary, the Parent Assets shall include:

  • Company IT Assets means any and all computers, computer software, source code, firmware, middleware, servers, workstations, routers, hubs, switches, data communications lines and all other information technology systems and equipment, and all associated documentation owned by the Company or any of its Subsidiaries or licensed or leased to the Company or any of its Subsidiaries (excluding any public networks).

  • Permitted Currency means (1) the legal tender of any Group of 7 country (or any country that becomes a member of the Group of 7 if such Group of 7 expands its membership) or (2) the legal tender of any country which, as of the date of such change, is a member of the Organization for Economic Cooperation and Development and has a local currency long-term debt rating of either AAA or higher assigned to it by Standard & Poor's, a division of The McGraw-Hill Companies, Inc. or any successor to the rating business thereof, Aaa or higher assigned to it by Moody's Investors Service, Inc. or any successor to the rating business thereof or AAA or higher assigned to it by Fitch Ratings or any successor to the rating business thereof;

  • Average Weekly Assets means the average of the weekly determinations of the difference between the total assets of the Fund (including any assets attributable to leverage for investment purposes) attributable to an Allocated Sleeve and the total liabilities of the Fund (excluding liabilities incurred in connection with leverage for investment purposes) attributable to such Allocated Sleeve, determined at the close of the last business day of each week, for each week which ends during the quarter. Such fee shall be payable for each quarter within 30 days after the close of such quarter. As used in this Section 3, leverage for investment purposes means any incurrence of indebtedness the proceeds of which are to be invested in accordance with the Funds investment objective. For purposes of calculating Average Weekly Assets, liabilities associated with any instruments or transactions used to leverage the Funds portfolio for investment purposes (whether or not such instruments or transactions are covered within the meaning of the Investment Company Act of 1940 and the rules and regulations thereunder, giving effect to any interpretations of the Securities and Exchange Commission and its staff) are not considered liabilities. For purposes of calculating Average Weekly Assets, the total assets of the Fund will be deemed to include (a) any proceeds from the sale or transfer of an asset (the Underlying Asset) of the Fund to a counterparty in a reverse repurchase or dollar roll transaction and (b) the value of such Underlying Asset as of the relevant measuring date. In the event that the Managers management fee from any of Xxxxxx High Income Securities Fund, Xxxxxx Master Intermediate Income Trust or Xxxxxx Premier Income Trust is reduced pursuant to the investment management contract between such Fund and the Manager because during any Measurement Period (as defined below) the amount of interest payments and fees with respect to indebtedness or other obligation of the Fund incurred for investment leverage purposes, plus additional expenses attributable to any such leverage for investment purposes, exceeds the portion of the Funds net income and net shortterm capital gains (but not longterm capital gains) accruing during such Measurement Period as a result of the fact that such indebtedness or other obligation was outstanding during the Measurement Period, the fee payable to the SubManager with respect to such Fund shall be reduced in the same proportion as the fee paid to the Manager with respect to such Fund is so reduced. Measurement Period shall be any period for which payments of interest or fees (whether designated as such or implied) are payable in connection with any indebtedness or other obligation of the Fund incurred for investment purposes. If the SubManager shall serve for less than the whole of a quarter, the foregoing compensation shall be prorated.

  • Invested Assets means cash, Cash Equivalents, short term investments, investments held for sale and any other assets which are treated as investments under GAAP.

  • Asset Sale Proceeds Account means one or more deposit accounts or securities accounts holding only the proceeds of any sale or disposition of any Notes Collateral.

  • Excluded Businesses has the meaning set forth in Schedule 1.

  • Permitted Businesses means the business of owning, leasing and managing gasoline stations, convenience store properties and other retail real properties (including, for the avoidance of doubt, quick service or other casual restaurants and auto service and auto parts stores), and any other single-tenant net lease business, and business activities reasonably related to the foregoing (including the creation or acquisition of any interest in any Subsidiary (or entity that following such creation or acquisition would be a Subsidiary) for the purpose of conducting the foregoing activities), in each case that are permitted for real estate investment trusts under the Code.

  • USGS Business Day means any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association or any successor thereto (“SIFMA”) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.

  • Parent Liabilities shall have the meaning set forth in Section 2.3(b).

  • Intercompany Debt has the meaning specified in Section 7.02(d).

  • Assets has the meaning set forth in Section 2.1.

  • Permitted Business Acquisition means any acquisition of all or substantially all the assets of, or all or substantially all the Equity Interests (other than directors’ qualifying shares) not previously held by the Borrower and its Subsidiaries in, or merger, consolidation or amalgamation with, a person or division or line of business of a person (or any subsequent investment made in a person or division or line of business previously acquired in a Permitted Business Acquisition), if immediately after giving effect thereto: (i) no Event of Default under clause (b), (c), (h) or (i) of Section 7.01 shall have occurred and be continuing or would result therefrom, provided, however, that with respect to a proposed acquisition pursuant to an executed acquisition agreement, at the option of the Borrower, the determination of whether such an Event of Default shall exist shall be made solely at the time of the execution of the acquisition agreement related to such Permitted Business Acquisition; (ii) all transactions related thereto shall be consummated in accordance with applicable laws; (iii) with respect to any such acquisition or investment with cash consideration in excess of $50,000,000, the Borrower shall be in Pro Forma Compliance immediately after giving effect to such acquisition or investment and any related transaction; (iv) any acquired or newly formed Subsidiary shall not be liable for any Indebtedness except for Indebtedness permitted by Section 6.01; (v) to the extent required by Section 5.10, any person acquired in such acquisition, if acquired by the Borrower or a Domestic Subsidiary, shall be merged into the Borrower or a Subsidiary Loan Party or become upon consummation of such acquisition a Subsidiary Loan Party; and (vi) the aggregate cash consideration in respect of such acquisitions and investments in assets that are not owned by the Borrower or Subsidiary Loan Parties or in Equity Interests of persons that are not Subsidiary Loan Parties or do not become Subsidiary Loan Parties, in each case upon consummation of such acquisition, shall not exceed the greater of (x) $150,000,000 and (y) 0.05 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period (excluding for purposes of the calculation in this clause (vi), (A) any such assets or Equity Interests that are no longer owned by the Borrower or any of its Subsidiaries and (B) acquisitions and investments made at a time when, immediately after giving effect thereto, the Net Total Leverage Ratio on a Pro Forma Basis would not exceed 3.15 to 1.00, which acquisitions and investments shall be permitted under this clause (vi) without regard to such calculation).

  • Company Debt means (a) all indebtedness for borrowed money, and (b) all obligations evidenced by notes, bonds, debentures or other similar instruments of the Company and its Subsidiaries.

  • Designated Currency shall have the same meaning assigned to it in Section 3.12.