Adjustment Assets means (without duplication) the sum of the following, as the same shall exist as of the Adjustment Time, to the extent relating to the System, are included in the Assets, and are consistent with the representations, warranties and covenants of Sellers contained herein, and to the extent (and only up to such amount) included on the Pre-Closing Certificate described in Section 3.3(b) as adjusted in the Post-Closing Certificate described in Section 3.3(c), calculated to reflect the principle enunciated in Section 3.3(a):
Adjustment Assets as defined in Section 2.05(c)(i)(A);
Adjustment Assets means the sum of: (A) cash and cash equivalents (but only to the extent such cash is held by the Partnership and the Subsidiaries at the Closing), (B) Eligible Accounts Receivable net of any credit balances owed to cable television subscribers of the Partnership Systems, (C) Prepaid Expenses, (D) Deposits, and (E) Other Current Assets, in each case of clauses (A) through (E) computed for the Partnership and the Subsidiaries as of the Adjustment Time on a consolidated basis and without duplication in accordance with GAAP applied on a basis consistent with the preparation of the Partnership's Financial Statements.
Examples of Adjustment Assets in a sentence
The Financial Assets and Liabilities shall be adjusted from those set forth on the Balance Sheet to reflect certain Pre-Closing Financial Adjustments and the Adjustment Assets and Liabilities, as set forth in Sections 2.6 and 2.7.
Post-completion adjustment: Within 60 business days after completion, the parties shall agree the Adjustment Assets and Adjustment Liabilities determined by reference to the balance sheet of each of WKH Estates, Stoneycroft and Ever Rising made up to 30 November 2007.
At Closing the only assets and liabilities of the Partnership and Southeast shall be the Operating Assets and the Adjustment Assets and Liabilities.
ARCHIVED COPY DO NOT USE 13.8 Where an appeal against the decision of the Subgroup on Academic Malpractice Penalties or of the University Academic Malpractice Panel has been upheld, the decision of the Appeals Committee shall normally be that the student shall be afforded the chance to defend the allegation at a hearing of the University Academic Malpractice Panel as if for the first time.
Where the Adjustment Assets are equal to the Adjustment Liabilities, no payment shall be made by either party.
More Definitions of Adjustment Assets
Adjustment Assets means, as of any date, the sum of: (A) cash and cash equivalents, (B) prepaid expenses, deposits, and other current assets (other than inventory); (C) Accounts Receivable and other receivables; (D) tax refunds due to any of the FrontierVision Companies for any tax period ending prior to the Adjustment Time; (E) the amount of Reimbursable Capital Expenditures; (F) the amount of the cash consideration paid by the FrontierVision Companies in connection with the systems exchange transactions, if consummated prior to the Closing hereunder, with InterMedia Partners of Kentucky L.P. referred to in Section 6.1 of FrontierVision's Disclosure Schedule; (G) the aggregate amount of any cash investments made by the FrontierVision Companies in The Maine Internet Works, Inc. and Landmark Net Access, Inc. after the date of this Agreement and prior to the Adjustment Time (provided that any such investments shall not be included unless Buyer consented to such investments); (H) the amount of the net asset, if applicable, referred to in Section 6.7(e); and (I) the amount of the insurance premiums paid by the FrontierVision Companies prior to the Adjustment Time as contemplated by Section 6.13, in each case of clauses (A) through (D) computed for the FrontierVision Companies on a consolidated basis and without duplication in accordance with GAAP and in each case of clauses (E) through (I) as agreed above. Exhibit F referred to below in Section 2.5(c) identifies and describes the "other receivables" referenced in clause (C) above that would be included in Adjustment Assets if the Closing Date were the date of this Agreement. The disclosure made pursuant to the immediately preceding sentence is for informational purposes only.
Adjustment Assets means (without duplication) the sum of the following, as the same shall exist as of the Adjustment Time, to the extent relating to the System and consistent with the representations, warranties and covenants of Seller contained herein and to the extent (and only up to such amount) included on the Pre-Closing Certificate described in Section 3.4(b) and as adjusted in the Post-Closing Certificate described in Section 3.4(c), calculated in accordance with GAAP consistently applied and in a manner consistent with the preparation of the Financial Statements and to reflect the principle enunciated in Section 3.4(a):
Adjustment Assets has the meaning set forth on Schedule 2.5.5.
Adjustment Assets means, as of any date, in each case computed for the Helicon Companies on a consolidated basis and without duplication in accordance with GAAP, the sum of: (A) cash and cash equivalents; (B) prepaid expenses and deposits; (C) Accounts Receivable and other receivables; (D) Tax refunds due to any of the Helicon Companies for any Tax period ending prior to the Adjustment Time; and (E) any other current assets which are reflected in the Financial Statements or, pursuant to GAAP, should have been but were not reflected in the Financial Statements. For purposes of the foregoing, Accounts Receivable (net of any allowance for doubtful accounts) shall be valued at 100% of all Subscriber receivables that are less than one month past due, 99% of all Subscriber receivables that are between one and two months past due, 60% of all Subscriber receivables between two and three months past due, and 95% of all advertising and other receivables that are less than three months past due, in each case determined from the later of the last day of the period to which any outstanding xxxx relates, or the date of billing.
Adjustment Assets means, with respect to a Contributed Entity, the sum of the following accounts (without duplication) of such Contributed Entity and any Intermediate Entity or Owning Entity that is wholly-owned by such Contributed Entity: (i) cash and cash equivalents, (ii) all security deposits or escrow accounts held for the benefit of any of such entities, (iii) marketable securities, (iv) accounts receivable and notes receivable (including amounts due from related entities), (v) pre-paid expenses (including without limitation utility charges and items under the Operating Agreements), (vi) pre-paid taxes, (vii) pledge accounts and (viii) any other current assets; in each case determined in accordance with generally accepted accounting principles applied consistently with the preparation of the Financial Statements; provided however that (i) an aggregate allowance of $25,000 for uncollectible accounts shall be reflected in the accounts receivable of the Contributed Entities (other than Strategic Alliance Realty, LLC), allocated among such Contributed Entities pro rata in accordance with their respective accounts receivable balances; and (ii) in the case of First States Partners II, L.P., all accounts shall be adjusted to reflect the acquisition by Acquiror of an 89% interest.
Adjustment Assets shall have the meaning set forth in Section 2.3(b).
Adjustment Assets means, without duplication, all current assets of TPGC and the Subsidiaries as of the Effective Time, determined in accordance with GAAP, including, but not limited to, all cash, cash equivalents and Accounts Receivable, and "Adjustment Liabilities" shall mean, without duplication, all current liabilities of TPGC and the Subsidiaries as of the Effective Time, determined in accordance with GAAP, which, notwithstanding the foregoing, shall include Sellers' Expenses that have not been paid by TPGC or any of its Subsidiaries prior to the Closing Date, but shall exclude (i) any Indebtedness for Borrowed Money with respect to which a deduction has been made in calculating the Purchase Price in Section 2.2; (ii) any transfer taxes, filing fees or other similar expenses, fees and liabilities resulting from the transactions contemplated by this Agreement that Buyer is obligated to pay hereunder; and (iii) any amounts in respect of capital expenditures incurred by TPGC or any of the Subsidiaries after the Cap-X Reimbursement Date, which are accrued but remain unpaid, subject to the following provisions: