Net Equity Sample Clauses
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Net Equity the excess of the book value of the assets of the DT Entities On A Consolidated Basis over the book value of the liabilities of the DT Entities On A Consolidated Basis, in each case determined in accordance with GAAP. Net Income: for any period for the DT Entities On A Consolidated Basis, the net income (or loss) of the DT Entities On A Consolidated Basis for such period taken as a single accounting period determined in conformity with GAAP; provided that there shall be excluded (i) the income (or loss) of any Person (other than the DT Entities On A Consolidated Basis) in which any other Person (other than the DT Entities On A Consolidated Basis) has a joint interest, except to the extent of the amount of dividends or other distributions actually paid to the DT Entities On A Consolidated Basis by such Person during such period, (ii) the income (or loss) of any Person accrued prior to the date it becomes a consolidated Subsidiary or is merged into or consolidated with any DT Entity or that Person’s assets are acquired by any DT Entity or a consolidated Subsidiary, (iii) the income of any Subsidiary to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that income is not at the time permitted by operation of the terms of their charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Subsidiary, (iv) any after-tax gains or losses attributable to asset sales or returned surplus assets of any pension plan, and (v) (to the extent not included in clauses (i) through (iv) above) any net extraordinary gains or net non-cash extraordinary losses.
Net Equity. The Net Equity of the Issuer at any time, as reported in the financial statements delivered pursuant to Section 5.03, shall be less than 50% of the highest level of Net Equity of such Issuer during the period of twelve consecutive calendar months ended at or most recently prior to such time; or then, and in every such event (other than any event with respect to the Issuer described in paragraph (f) or (g) above upon which the following shall be deemed to occur automatically), and at any time thereafter during the continuance of such event, the Paying Agent may, and at the request of the Required Purchasers shall, by notice to the Issuer, take either or both of the following actions, at the same or different times: (i) terminate forthwith the Notional Limit and (ii) declare the Notes then outstanding to be forthwith due and payable in whole or in part, whereupon the Notional Amounts so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Issuer accrued hereunder and under any other Note Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Issuer, anything contained herein or in any other Note Document to the contrary notwithstanding.
Net Equity. The “Net Equity” of a Member’s interest in the Company, as of any day, shall be the amount that would be distributed to such Member in liquidation of the Company pursuant to ARTICLE 11 hereof if (1) all of the Company’s assets were sold for their Gross Appraised Values, (2) the Company paid its accrued, but unpaid, liabilities and established reserves pursuant to Section 11.06 hereof for the payment of reasonably anticipated contingent or unknown liabilities, and (3) the Company distributed the remaining proceeds to the Members in liquidation, all as of such day, provided that in determining such Net Equity, no reserve for contingent or unknown liabilities shall be taken into account if such Member (or his successor in interest) agrees to indemnify the Company and all other Members for that portion of any such reserve as would be treated as having been withheld pursuant to Section 11.06 hereof from the distribution such Member would have received pursuant to Section 11.05 hereof if no such reserve were established. The Net Equity of a Member’s interest in the Company shall be determined, without audit or certification, from the books and records of the Company by a firm of independent certified public accountants designated by the Manager(s). The Net Equity of a Member’s interest shall be determined within sixty (60) days of the day upon which such accountants are appraised in writing of the Gross Appraised Value of the Assets of the Company, and the amount of such Net Equity shall be disclosed to the Company and each of the Members by written notice, prepared and delivered by such accountants, the Manager(s), or any Member, to the Members. The Net Equity determination of such accountants shall be final and binding in the absence of a showing of gross negligence or willful misconduct.
Net Equity. The “Net Equity” of a Member’s Membership Interest in the Company, as of any day, shall be the amount that would be distributed to such Member in liquidation of the Company pursuant to Article 12 hereof if (1) all of the Company assets were sold for the Stated Amount, (2) the Company paid its accrued, but unpaid, liabilities and established reserves for the payment of reasonably anticipated contingent or unknown liabilities, and (3) the Company distributed the remaining proceeds to the Members in liquidation, all as of such day. The Net Equity of each Member’s Membership Interest in the Company shall be determined, without audit or certification, from the books and records of the Company by the accountants regularly employed by the Company. The Net Equity of a Member’s Membership Interest shall be determined within thirty (30) days of the day upon which such accountants are apprised in writing of the Stated Amount and the amount of such Net Equity shall be disclosed to the Company and each of the Members by written notice. The Net Equity determination by the accountants shall be final and binding in the absence of a showing of gross negligence or willful misconduct.
Net Equity. The “Net Equity” of a Membership Interest means as of any day, the amount that would be distributed to a Member, pursuant to Section 15.3 hereof if (i) the Gross Asset Values of the Company’s assets were adjusted as set forth in the definition of Gross Asset Value set forth in Section 1.2 hereof, (ii) all of the Company’s assets were sold for their Gross Asset Values, as so adjusted, (iii) the Company paid its accrued, but unpaid, liabilities and established reserves pursuant to Section 15.3 hereof for the payment of reasonably anticipated contingent liabilities, and (iv) the Company distributed the remaining proceeds to the Members in complete liquidation of the Company.
(a) At any time this Agreement requires a determination of the Net Equity of a Membership Interest, such determination shall be made, without audit or certification, from the books and records of the Company by the accounting firm regularly employed by the Company. Once determined as aforesaid, the Net Equity shall be disclosed to the Company and the affected Member or his representative by written notice. The determination of the Net Equity by such accountants shall be final and binding upon the Company and the Members in the absence of a showing of gross negligence or willful misconduct.
(b) If a determination of the Net Equity is required by reason of the occurrence of a Retiring Event: (i) the Company shall send written notice to its accountants requesting that they make a determination of such Net Equity within thirty (30) days of the date of the date of the Notice of intent to exercise the Retiring Event Purchase Option; and (ii) the Net Equity of the Membership Interest of a Retiring Member shall be determined as of the last day of the month in which the Retiring Event occurs; provided, however, for purposes of this ARTICLE 14, the Net Equity of the Membership Interest of a Retiring Member shall be reduced by the amount of any and all obligations owed to the Company by such Retiring Member; and by execution of this Agreement, each Member agrees that, upon the occurrence of a Retiring Event so that a Member becomes a Retiring Member, the Company may set off any and all amounts owed by such Retiring Member to the Company (including, without limitation, any loss, cost or damage suffered by the Company as the result of the breach of this Agreement by the Retiring Member) against the purchase price otherwise payable to such Retiring Member, pursuant to this ARTICLE 14.
Net Equity. Net Equity (as defined in the last sentence of this subsection) shall be at least two hundred ninety-five thousand dollars ($295,000), excluding the distributions of retained earnings and amounts to be used for payment of income taxes described in Section 3.9 below. Net Equity shall be computed in a manner consistent with the Target's Unaudited Financial Statements, attached hereto as Exhibit 3.
Net Equity. The "Net Equity" of a Member's Membership Interest, as of any day, shall be the amount that would be distributed to such Member in liquidation of the Company pursuant to Section 13.2 if (i) the Company's business were sold substantially as an entirety for Gross Appraised Value, (ii) the Company paid, or established reserves pursuant to Section 13.2 for the payment of, all Company liabilities and (iii) the Company distributed the remaining proceeds to the Members in liquidation, all as of such day. The Net Equity of a Member's Membership Interest shall be determined, without audit or certification, from the books and records of the Company by the Company's accountants. The Net Equity of a Member's Membership Interest shall be determined within thirty (30) days of the day upon which the accountants are apprised in writing of the Gross Appraised Value of the Company's Property, and the amount of such Net Equity shall be disclosed to the Company and each of the Members by written notice ("NET EQUITY NOTICE"). The Net Equity determination of the accountants shall be final and binding in the absence of a showing of manifest error.
Net Equity. The “Net Equity” of a Member’s Units, as of any day, will be the amount that would be distributed to that Member in liquidation of the Company pursuant to Section 12.2 if (i) the Company’s Property were sold for Gross Appraised Value, (ii) the Company paid, or established reserves pursuant to Section 12.2 for the payment of, all Company liabilities, and (iii) the Company distributed the remaining proceeds to the Members in liquidation, all as of that day. The Net Equity of a Member’s Units will be determined, without audit or certification, from the Company’s books and records by the Company’s independent accountants. The Net Equity of a Member’s Units will be determined within 30 calendar days of the day upon which the accountants are apprised in writing of the Gross Appraised Value of the Company’s Property, and the amount of that Net Equity will be disclosed to the Company and each of the Members by written notice. The Net Equity determination of the Company’s independent accountants will be final and binding in the absence of a showing of manifest error.
Net Equity. The remaining balance of the Acquisition Consideration, ---------- after the assumption (or taking subject to) or repayment of debt, shall be paid, on the date of Closing, in the combination of cash and common units of limited partnership interest of Acquirer having the terms described in Section 3 hereof ("Common Units") as set forth in Schedule B hereto provided, however, that there will be no fractional Common Units, and any fractions will be paid in cash. This amount shall be increased or decreased, as appropriate, by the consideration adjustment which shall be calculated pursuant to and in the manner set forth in Section 2.4 hereof.
Net Equity. For so long as the Obligations are outstanding, the REIT shall continue using commercially reasonable efforts to raise equity. All Net Equity shall be deposited in the Collections Account promptly upon receipt by the REIT (with the REIT agreeing to deliver such direction letters as the Agent may require to effect the automatic transfer of funds from the Other Deposit Account maintained by the REIT to the Collections Account), and, monthly, on or before the tenth day of each month, the Borrower shall cause 100% of the excess Consolidated Net Cash Flow of the REIT and each of its Subsidiaries for the prior month, after payment of Existing Debt Service, to be deposited/transferred to the Collections Account.