Actual Net Equity definition

Actual Net Equity means the Company's total assets less total liabilities (for purposes of this definition, total assets and total liabilities shall be determined in conformity with GAAP and in a manner consistent with that used to prepare the Financial Statements (as defined below)). No later than the Closing Date (as defined below), the Company shall prepare and deliver to Buyer a balance sheet (the "Closing Balance Sheet"), prepared in conformity with GAAP and in a manner consistent with that used to prepare the Financial Statements (as defined in Section 3.6). Schedule 2.2.2(b) sets forth a complete and accurate list of all material accounts receivable and accounts payable of Seller as of the date of the Closing Balance Sheet, and the Shareholders and the Company hereby jointly and severally represent and warrant that each such account receivable and payable is valid, enforceable and represents amounts due for services performed or sales actually made in the ordinary course of business and properly reflect the amounts due or payable.
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Actual Net Equity means the consolidated net equity of the Company and its subsidiaries (the "COMPANIES") according to US GAAP as per December 31, 2002. The Company will in its Financial Statements as defined in Section 4.4 provide for a general provision of at least CHF 800,000.00 (in words: Swiss Francs eight hundred thousand) covering (among other claims and risks) claims from Mepomuk Software GmbH against the Company and tax claims and risks (without subdividing or allocating the provision to specific claims and risks).
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Actual Net Equity means the Company's total assets less total liabilities (for purposes of this definition, total assets and total liabilities shall be determined in conformity with GAAP and in a manner consistent with that used to prepare the Financial Statements (as defined below)). No later than two (2) days prior to the Closing Date (as defined below), the Company shall prepare and deliver to Buyer a balance sheet dated as of two (2) days prior to the Closing Date, prepared in conformity with GAAP and in a manner consistent with that used to prepare the Financial Statements (the "Closing Balance Sheet"). It is the intent of the parties that all liabilities of the Company, including, but not limited to payroll, accrued vacation, employee benefits, and all accounts payable, will be satisfied by the Company and the Members prior to Closing, and that all remaining cash of the Company, if any, will be distributed to the Members, such that the Actual Net Equity of the Company at Closing, and as reflected on the Closing Balance Sheet, is equal to zero (0). However, in the event that Buyer shall dispute the Closing Balance Sheet, Buyer may, within sixty (60) days after the Closing Date, engage a firm of certified public accountants (the "Independent Expert") selected by Buyer to audit the Company. The costs and expenses of such Independent Expert shall be borne by Buyer; provided, however, that should the Independent Expert determine that there exists a discrepancy between the Closing Balance Sheet and the Final Balance Sheet (as defined below) in excess of $10,000, the costs of such audit shall be borne by the Members, such costs to be paid by the Members in accordance with Section 2.2.2(c). The Independent Expert shall perform an audit of the Closing Balance Sheet and shall deliver its findings (the "Final Balance Sheet") to Buyer and the Members no later than sixty (60) days following appointment. The decision of the Independent Expert shall be final and binding upon the parties.
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Examples of Actual Net Equity in a sentence

  • Within 30 days after delivery of the 2008 Financial Statements, the Company shall deliver to Purchaser a statement setting forth the proposed calculations (the “Proposed Calculations”) of Actual 2008 EBITDA, Net Debt, Actual Net Equity Value and the Actual Purchased Interest Value, accompanied by materials showing in reasonable detail Seller’s support for the Proposed Calculations.

  • For purposes of calculating “Actual Net Equity Value,” the Parties agree to use the following formula: Actual Net Equity Value = (E x 8.52) – ND Where: E = Actual 2008 EBITDA ND = Net Debt (b) Purchaser shall have the right for 30 days following its receipt of the Proposed Calculations to object to the Proposed Calculations.

  • The Hakata Gion area is situated between the Hakata Station, a terminal station of the Kyushu region (a southern island of Japan) and the Tenjin area (a largest commercial area in the Kyushu region) and the Nakasu area (a downtown of Fukuoka City for restaurants as well as so-called Yatai town); both areas extend in the west of Hakata Station, lying side-by-side.

  • Additionally, if the Actual Net Equity is greater than $34,129,000, the Purchaser shall pay to the Representative for the account of the Sellers, within two (2) business days after the determination of the Actual Net Equity, the amount of such excess by wire transfer or delivery of other immediately available funds.

  • The Purchase Price and the liabilities of Company Group (plus other relevant items) as of the Closing Date shall be allocated among the assets of Company Group for all purposes (including Tax, financial and accounting) as set forth on Schedule 2.5. Such allocation shall be adjusted after the Closing to the extent necessary to reflect the Actual Net Equity Amount and the Actual Net Debt Amount.

  • Additionally, if the Actual Net Equity are greater than the Estimated Net Equity, the Purchaser shall pay to the Seller, within two (2) business days after the determination of the Actual Net Equity, the amount of such excess by wire transfer or delivery of other immediately available funds.

  • Food insecurity and malnutrition remain persistent threats despite being considered self-sufficient in staples; under-five mortality rate is of 16.3 deaths per 1,000 live births.

  • The Sellers shall reimburse the Purchaser for Taxes of the Company with respect to such periods within fifteen (15) days of payment by the Purchaser or the Company of such Taxes to the extent the amounts of such Taxes are not utilized in determining the Actual Net Equity.

  • On the 90th day after the Closing Date (or such later date as the Actual Net Equity is as finally determined pursuant to Section 2.3(a) above), the Escrow Agent shall pay to the Representative (on behalf of the Sellers) an amount equal to the amount of funds in the Holdback Escrow Account, if any, remaining after all amounts owing to the Purchaser pursuant to Section 2.3 have been satisfied.

  • Additionally, if the Actual Net Equity is greater than $3,473,000, the Purchaser shall pay to the Sellers, within two (2) business days after the determination of the Actual Net Equity, the amount of such excess by wire transfer or delivery of other immediately available funds.


More Definitions of Actual Net Equity

Actual Net Equity means Seller's total assets less Seller's total liabilities (for purposes of this definition, Seller's total liabilities shall exclude redeemable preferred stock), determined in conformity with United States generally accepted accounting principles ("GAAP") and in a manner consistent with that used to prepare the Seller Financial Statements (as defined in Section 2.7). It is expressly acknowledged that the fees of Vrolyk & Co., as well as all fees of Seller in connection with this transaction, shall be included in the determination of Actual Net Equity. No later than two (2) business days prior to the Closing Date, Seller shall prepare and deliver to Buyer (i) a balance sheet dated as of June 30, 1998, prepared in a manner consistent with that used to prepare the Seller Financial Statements and audited by KPMG Peat Marwick LLP and (ii) a balance sheet dated as of two (2) days prior to the Closing Date, prepared in a manner consistent with that used to prepare the Seller Financial Statements (the "Closing Balance Sheet").
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Related to Actual Net Equity

  • Net Equity ’ means, subject to such rules and regulations as the Commission pro- mulgates under the Act, with respect to the aggregate of all of a customer’s accounts that such customer has in the same capacity—

  • Net Equity Value means, at any time, the total assets of the applicable business less the total liabilities of such business less the amounts attributable to the minority interest in such business, in each case as determined on a consolidated basis, in accordance with GAAP, subject to the last sentence of the definition of Capitalization Value.

  • Actual Cash Value means purchase price less depreciation.

  • Net Equity Proceeds means an amount equal to any Cash proceeds from the issuance of any Equity Interests of Holdings or any of its Subsidiaries (other than pursuant to any employee stock or stock option compensation plan), net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses.

  • Actual/360 means that interest is calculated on the basis of the actual number of days elapsed in a year of 360 days.

  • Adjusted Consolidated Working Capital means, at any time, Consolidated Current Assets (but excluding therefrom all cash and Cash Equivalents) less Consolidated Current Liabilities at such time.

  • Actual Working Capital has the meaning set forth in Section 2.7(a).

  • Relative Total Shareholder Return or “Relative TSR” means the Company’s TSR compared to the Peer Companies TSR on a relative basis. The Company and the Peer Companies from highest to lowest according to their respective TSRs will determine Relative TSR. After this ranking, the percentile performance of the Company relative to the Peer Companies will be determined using the Percentrank formula in Microsoft Excel.

  • Adjusted Equity means the Equity funded in Indian Rupees and adjusted on the first day of the current month (the “Reference Date”), in the manner set forth below, to reflect the change in its value on account of depreciation and variations in WPI, and for any Reference Date occurring:

  • Total Shareholder Return means the total return (change in share price plus reinvestment of any dividends) of a Share.

  • EBITA means for any period, operating profit (loss) plus (i) amortization, including goodwill impairment, (ii) amortization of non-cash distribution and marketing expense and non-cash compensation expense, (iii) restructuring charges, (iv) non-cash write-downs of assets or goodwill, (v) charges relating to disposal of lines of business, (vi) litigation settlement amounts and (vii) costs incurred for proposed and completed acquisitions.

  • Qualifying Income Gross income that is described in Section 856(c)(2) or 856(c)(3) of the Code.

  • Adjusted Net Earnings from Operations means, with respect to any fiscal period of Foamex, the net income of Foamex and its Subsidiaries after provision for income taxes for such fiscal period, as determined in accordance with GAAP on a consolidated basis (excluding the Joint Ventures and the China Joint Venture) and reported on the Financial Statements for such period, excluding any and all of the following included in such net income: (a) gain or loss arising from the sale of any capital assets; (b) gain (or loss) arising from any write-up (or write-down) in the book value of any asset; (c) earnings of any Person, substantially all the assets of which have been acquired by Foamex or any of its Subsidiaries in any manner, to the extent realized by such other Person prior to the date of acquisition; (d) earnings of any Person (other than Foamex Canada and the Mexican Subsidiaries and their respective Subsidiaries) in which Foamex or any of its Subsidiaries has an ownership interest unless (and only to the extent) such earnings shall actually have been received by Foamex or any of its Domestic Subsidiaries in the form of cash distributions; (e) earnings of any Person to which assets of Foamex or any of its Subsidiaries shall have been sold, transferred or disposed of, or into which Foamex or any of its Subsidiaries shall have been merged, or which has been a party with Foamex or any of its Subsidiaries to any consolidation or other form of reorganization, prior to the date of such transaction; (f) gain or loss arising from the acquisition of debt or equity securities of Foamex or any of its Subsidiaries or from cancellation or forgiveness of Debt; and (g) gain or loss arising from extraordinary items, as determined in accordance with GAAP.

  • Total Equity Value means, as of any date of determination, the aggregate proceeds which would be received by the Unitholders if: (i) the assets of the Company were sold at their fair market value to an independent third-party on arm’s-length terms, with neither the seller nor the buyer being under compulsion to buy or sell such assets; (ii) the Company satisfied and paid in full all of its obligations and liabilities (including all Taxes, costs and expenses incurred in connection with such transaction and any amounts reserved by the Manager with respect to any contingent or other liabilities); and (iii) such net sale proceeds were then distributed in accordance with Section 4.1, all as determined by the Manager in good faith based upon the Class A Common Stock Value as of such date.

  • Adjusted Consolidated EBITDA means, with respect to the Borrower and the Subsidiaries on a consolidated basis for any period, the Consolidated Net Income of the Borrower and the Subsidiaries for such period plus

  • Total Stockholder Return means the total return (change in share price plus reinvestment of any dividends) of a share of the Company’s common stock.

  • Corporate Taxpayer Return means the federal and/or state and/or local Tax Return, as applicable, of the Corporate Taxpayer filed with respect to Taxes of any Taxable Year.

  • Actual/Actual means interest or any other relevant accrual factor shall be calculated in accordance with the definition of “Actual/Actual” adopted by the International Securities Market Association (“Actual/Actual (ISMA)”), which means a calculation on the basis of the following:

  • Actual Fraud means actual and intentional fraud with respect to the representations and warranties expressly set forth in this Agreement that is committed by the party making such representations or warranties.

  • Parent Equity Plan means the Energy Transfer Equity, L.P. Long-Term Incentive Plan.

  • Actual Value means the greenhouse gas emissions savings for some or all of the steps of a specific biofuel, bioliquid or biomass fuel production process, calculated in accordance with the methodology laid down in Part C of Annex V or Part B of Annex VI;

  • Adjusted Pool Amount With respect to any Distribution Date and Loan Group, the Cut-off Date Pool Principal Balance of the Mortgage Loans in such Loan Group minus the sum of (i) all amounts in respect of principal received in respect of the Mortgage Loans in such Loan Group (including, without limitation, amounts received as Monthly Payments, Periodic Advances, Principal Prepayments, Liquidation Proceeds and Substitution Adjustment Amounts) and distributed to Holders of the Certificates on such Distribution Date and all prior Distribution Dates and (ii) the principal portion of all Realized Losses (other than Debt Service Reductions) incurred on the Mortgage Loans in such Loan Group from the Cut-off Date through the end of the month preceding such Distribution Date.

  • Total Shareholders’ Equity means the total shareholders' equity of a Person as determined in accordance with GAAP (calculated excluding unrealized gains (losses) of securities as determined in accordance with FASB 115).

  • EBIT means, with reference to any period, Net Income for such period plus the sum of all amounts deducted in arriving at such Net Income amount in respect of (a) Interest Expense for such period and (b) federal, state, and local income taxes for such period.

  • Total Equity as of any date, means the total equity attributable to the Company’s shareholders on a consolidated basis determined in accordance with U.S. GAAP, as shown on the consolidated balance sheet of the Company for the most recent fiscal quarter.