Purchase Accounting Adjustments Sample Clauses

Purchase Accounting Adjustments. The following is a preliminary estimate of the assets to be acquired and the liabilities to be assumed by Tenneco in the transaction, reconciled to estimated transaction consideration (in millions): Amounts as of Acquisition Date Book value of net assets acquired at March 31, 2018 $ 1,463 Adjusted for: Noncontrolling interests (166 ) Elimination of existing goodwill and intangible assets (1,193 ) Assumed debt (1) 3,181 Adjusted book value of net assets acquired 3,285 Adjustments to: Inventories 186 Property, plant and equipment 583 Other intangible assets 881 Capitalized loan costs and original issue discount (OID) (14 ) Goodwill 431 Estimate of consideration expected to be transferred $ 5,352
Sample 1
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Purchase Accounting Adjustments. The following is a preliminary estimate of the assets to be acquired and the liabilities to be assumed by Tenneco in the transaction, reconciled to estimated transaction consideration (in millions): Amounts as of Acquisition Date Book value of net assets acquired at June 30, 2018 $ 1,397 Adjusted for: Noncontrolling interests (146 ) Redeemable noncontrolling interests (12 ) Elimination of existing goodwill and intangible assets (1,169 ) Repayment and assumption of Federal-Mogul debt (1) 3,140 Repayment of accrued interest on repaid Federal-Mogul debt 3 Adjusted book value of net assets acquired 3,213 Adjustments to: Inventories 187 Property, plant and equipment 556 Other intangible assets 750 Long-term debt (32 ) Capitalized loan costs and original issue discount (OID) (14 ) Deferred income taxes (229 ) Goodwill 851 Estimate of consideration expected to be transferred $ 5,282
Sample 1
Purchase Accounting Adjustments. Any purchase accounting adjustments required under GAAP that result from the transactions contemplated by the Agreement will be excluded.
Sample 1
Purchase Accounting Adjustments. (a) Represents the adjustment necessary to state inventories acquired as of the pro forma Merger date to their preliminary estimated fair value. The valuation approaches used in the preliminary assessment of the fair value of inventories were the replacement cost approach and the comparative sales method approach. The fair value adjustment to inventory was excluded from the pro forma condensed combined statements of operations as it was determined not to have a continuing effect.
Sample 1
Purchase Accounting Adjustments. Any purchase accounting adjustments required under ASC 805 (the former Statement of Financial Accounting Standards No. 141R, Business Combinations) that result from the transactions contemplated by the Agreement will be excluded. • Severance Liability – Employee termination benefits paid or payable to Business Employees who are terminated or will be terminated at or after the Closing at the request or direction of Buyer or any of its Subsidiaries will be excluded.
Sample 1
Purchase Accounting Adjustments. The acquisition of Victory will be accounted for in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 805 (“ASC 805”, formerly SFAS 141R) and other related accounting standards, including FASB ASC 820 (formerly SFAS 157), which requires the transaction to be accounted for at fair value. The fair valuation analyses that we will provide will consist in a report form of the fair valuation of Victory’s portfolios of investment securities, loans receivable, deposits and borrowings (if applicable), along with a determination of the core deposit intangible (“CDI”) valuation and, if appropriate, other identifiable intangible assets. Victory will need to provide an indication of fair value of the office land/building asset. The reports will set forth certain detailed information pertaining to the portfolios being valued, the valuation methodology and models, and the resulting valuation and purchase accounting adjustments as of the quarter end prior to the filing of the regulatory merger application and as of the effective date of the merger. In this regard, RP Financial will utilize the following Victory information, at a minimum, to determine the valuation and mark-to-market adjustments: internal financial reports, regulatory call reports, maturity and yield information; a loan portfolio trial balance; and certificate of deposit monthly maturity schedules. In addition, RP Financial will use Huntingdon Valley market Washington Headquarters Three Ballston Plaza 0000 Xxxxx Xxxxx Xxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E-Mail: xxxxxx@xxxxxxxxxxx.xxx Direct: (000) 000-0000 Telephone: (000) 000-0000 Fax No.: (000) 000-0000 Toll-Free No.: (000) 000-0000 Xxxxxx X. Xxxxxxxx July 15, 2013 information in determining the mark-to-market adjustments, such as market interest rates (regionally based, if appropriate), market pricing of similar interest-earning assets and interest-bearing liabilities, loan and mortgage-backed securities prepayment speeds, delinquency ratios, among others. RP Financial will prepare its report as of the quarter end immediately prior to the filing of the merger application and updated as of the effective date of the acquisition, utilizing market rates on or about the valuation date and the most recent financial information available for Victory Bank prior to the valuation date.
Sample 1
Purchase Accounting Adjustments. The following is a preliminary estimate of the assets to be acquired and the liabilities to be assumed by Xxxxxxxxx in the Transaction, reconciled to estimated Transaction consideration (in thousands): Amounts as of Acquisition Date Book value of net assets acquired at August 31, 2019: Newmar Corporation and Subsidiaries $ 76,756 Newmar Related Entities 19,629 Total book value of net assets acquired 96,385 Adjusted for: Elimination of cash not acquired(1) (14,413 ) Elimination of debt not assumed(1) 11,690 Adjusted book value of net assets acquired 93,662 Adjustments to: Inventories 3,854 Property, plant, and equipment, net 7,197 Other intangible assets, net 175,500 Goodwill 83,387 Estimate of consideration expected to be transferred $ 363,600
Sample 1
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Related to Purchase Accounting Adjustments

  • True-Up Adjustments From time to time, until the Retirement of the Recovery Bonds, the Servicer shall identify the need for True-Up Adjustments and shall take all reasonable action to obtain and implement such True-Up Adjustments, all in accordance with the following:

  • Pricing Adjustments a. In the event an adjustment is made to the computation of the net asset value of Fund shares as reported to Insurance Company under paragraph 7, (1) the correction will be handled in a manner consistent with SEC guidelines and the Investment Company Act of 1940, as amended and (2) the Funds or Transfer Agent shall notify Insurance Company as soon as practicable after discovering the need for any such adjustment. Notification may be made in the following manner: Method of Communication

  • Closing Adjustments To the extent that any prorations, adjustments or other amounts with respect to the Contributed Entity or the Property shall be payable by or to the Contributors at or following each Closing in accordance with the provisions of the Master Agreement, the amount of the purchase consideration determined pursuant to Section 1.2(a) shall be adjusted accordingly, it being acknowledged and agreed by each Contributor that from and after the date hereof, (i) the Contributed Entity shall not declare, pay or otherwise make provision for any dividends or distributions and (ii) immediately prior to the Closing, in addition to any prorations, adjustments or other amounts payable by or to the Contributors with respect to the Contributed Entity or the Property, the Contributed Entity shall distribute to each Contributor receiving Securities an amount equal to the amount such Contributor would have been paid as a distribution on account of the Securities it will receive at Closing had such Securities been issued and sold to such Contributor at the Initial Closing.

  • Processing Adjustments In the event of any error or delay with respect to these Fund/SERV and Networking Procedures that is caused by the Fund or its designee, the Fund will make any adjustments on its (or its transfer agent’s) accounting system necessary to correct such error or delay. The Company will make the corresponding adjustments on its record-keeping system. The Company and the Fund will each provide the other with prompt notice of any errors or delays of the type referred to in these Fund/SERV and Networking Procedures.

  • Post-Closing Adjustments As soon as practicable after the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event

  • Adjustments to Capital Accounts At the end of each Fiscal Period, the Capital Accounts of the Partners shall be adjusted in the following manner:

  • Payment and Year-End Adjustment Amounts accrued pursuant to this Agreement shall be payable to the Adviser as of the last day of each month. If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the actual Fund Operating Expenses of a Fund for the prior fiscal year (including any reimbursement payments hereunder with respect to such fiscal year) do not exceed the Maximum Annual Operating Expense Limit.

  • Tax Adjustments The Company may make such reductions in the Purchase Price, in addition to those required by Sections 3, 4, 5, 6, 7 and 8, as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes.

  • Purchase Price Adjustments In case at any time and from time to time the Company shall issue any shares of Common Stock or Derivative Securities convertible or exercisable for shares of Common Stock (the number of shares so issued, or issuable upon conversion or exercise of such Derivative Securities, as applicable, being referred to as "Additional Shares of Common Stock") for consideration less than the then Market Price at the date of issuance of such shares of Common Stock or such Derivative Securities, in each such case the Conversion Price shall, concurrently with such issuance, be adjusted by multiplying the Conversion Price immediately prior to such event by a fraction: (i) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus the number of shares of Common Stock that the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued would purchase at the Market Price and (ii) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of Additional Shares of Common Stock plus the number of such Additional Shares of Common Stock so issued or sold.

  • Closing Adjustment Not less than three (3) Business Days prior to the anticipated Closing Date, Sellers shall provide Purchasers with a certificate signed by an officer of each of the Sellers attaching reasonable and good faith estimates (the “Closing Estimates”) of each of (i) the Closing Working Capital (the “Estimated Closing Working Capital”), (ii) the Closing Cash Amount (the “Estimated Closing Cash Amount”); (iii) the Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”); (iv) the Closing Date Transaction Fees (the “Estimated Closing Date Transaction Fees”); and (v) the Closing Adjustment (as defined below). Each of the Closing Estimates shall be determined in accordance with the Accounting Methodology. Purchasers shall be entitled to review, and propose reasonable changes to the Closing Estimates and Sellers shall provide Purchasers and their Representatives with reasonable access, at reasonable times following prior notice, to the officers, employees, agreements and books and records of the Transferred Entities to verify the accuracy of such amounts. The Sellers shall consider the Purchasers’ proposed changes in good faith. If the Parties are unable to reach agreement on any proposed changes, the Closing Estimates (and the components thereof) as proposed by the Sellers shall control solely for purposes of payments to be made at Closing and shall not limit or otherwise effect the Purchasers’ remedies under this Agreement or otherwise constitute an acknowledgment by Purchasers of the accuracy of the Closing Estimates. The “Closing Adjustment” shall equal (i) the Estimated Closing Working Capital, plus (ii) the Estimated Closing Cash Amount, less (iii) the Target Working Capital, less (iv) the Estimated Closing Date Indebtedness, and (v) less the Estimated Closing Date Transaction Fees.

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