Net Worth Deficit definition

Net Worth Deficit has the meaning set forth in Section 7.7 below.
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Net Worth Deficit shall have the meaning set forth in Section 2.02(a)(i)(A); "Nevada Articles" shall have the meaning set forth in Section 1.03; "NRS" shall have the meaning set forth in Section 1.01; "144A Notes" shall have the meaning set forth in Section 2.01(b); "Options" shall have the meaning set forth in Section 2.03(a); "Option Transaction Value" shall have the meaning set forth in Section 2.03(b)(i); "Orders" shall have the meaning set forth in Section 4.01(d)(i); "Pension Plan" shall have the meaning set forth in Section 4.01(n)(i); "Permitted Liens" shall have the meaning set forth in Section 4.01(f); "Players" shall have the meaning set forth in Section 3.02(d); "Players Merger" shall have the meaning set forth in Section 3.02(a); "Players Merger Agreement" shall have the meaning set forth in Section 3.02(a); "Pre-Closing Balance Sheet" shall have the meaning set forth in Section 2.02(c)(i); "Pre-Closing Income Statement" shall have the meaning set forth in Section 2.02(c)(i); "PWC" shall have the meaning set forth in Section 2.02(d)(i)(A); "PWC Report" shall have the meaning set forth in Section 2.02(d)(i)(D); "Registration Statement" shall have the meaning set forth in Section 3.03(a); "Release Time" shall have the meaning set forth in Section 3.01; "Reorganization Agreement" shall have the meaning set forth in the second "Whereas" clause. "SEC" shall have the meaning set forth in Section 3.03(a); "Section 16 Affiliate" shall have the meaning set forth in Section 2.06; "Securities Act" shall have the meaning set forth in Section 2.04; "Share Merger Consideration" shall have the meaning set forth in Section 2.01(a); "Spinco" shall have the meaning set forth in the second "Whereas" clause; "Spinco Businesses" shall have the meaning set forth in the second "Whereas" clause; "Spinco Interests" shall have the meaning set forth in Section 1.02; "Spinoff" shall have the meaning set forth in the second "Whereas" clause; "Spinoff Tax Liability" shall have the meaning set forth in Section 2.02(d)(i); "Stockholders' Meetings" shall have the meaning set forth in Section 3.04(b); "Stock Plan" shall have the meaning set forth in Section 2.03(a); "Stub Period Diverted Asset Amount" shall have the meaning set forth in Section 2.02(c)(i)(A); "Surviving Corporation" shall have the meaning set forth in the Preamble; "Tax" or "Taxes" shall have the meaning set forth in Section 4.01(l); "Tax Attributes" shall have the meaning set forth in Section 2.02(d)(ii)(B); "Tax Authority" sh...
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Net Worth Deficit. The amount (if any) by which the Net Worth is less than (pound)720,000 (seven hundred and twenty thousand pounds)
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Examples of Net Worth Deficit in a sentence

  • The Manager shall value the Portfolio from time to time as required by Section 2.06 of the Security Agreement in order to prepare the reports required thereunder, using the portfolio valuation methods set forth in the Market Valuation Addendum attached as Schedule 1.01 to the Security Agreement, in order to determine whether a Coverage Shortfall, a Program Shortfall or a Net Worth Deficit has occurred and is continuing and whether the Market Sensitivity Limit has been exceeded.

  • The ------------------------------------------------------------- Closing Net Worth Deficit, if any, shall not exceed $5,000,000 and the Closing Working Capital Deficit, if any, shall not exceed $5,000,000.

  • The purchase price for the Assets shall be the sum of (i) $19,000,000, less the greater of the Net Worth Deficit, if any, as of the Closing Balance Sheet Date, or the Working Capital Deficit, if any, as of the Closing Balance Sheet Date, plus (ii) the Growth Earnout Payment plus (iii) the Maintenance Earnout Payment, plus (iv) the assumption by Purchaser of the Assumed Liabilities (collectively, the "Purchase Price").

  • It shall be a condition to Closing that the parties to this Agreement agree upon the Pre-Closing Balance Sheet, the Net Worth Deficit and the Working Capital Deficit (each as of the Pre-Closing Balance Sheet Date).

  • In the event the aggregate Specified Price of the Inphynet Shares held by the Escrow Agent is less than the amount of the Net Worth Deficit, the Shareholders agree that the amount of such shortfall shall constitute an undisputable claim of the Buyers against the Shareholders in -11- 29 accordance with Article XII of this Agreement.

  • The tangible net worth of ----------------------------------- Maker, on a consolidated basis, shall at any time be less than Specified Net Worth (Deficit) (as defined below).

  • If the Net Worth Deficit is less than an amount equal to the value of 50% of the Inphynet shares held by the Escrow Agent (the "50% Threshold"), the Escrow Agent shall promptly deliver Inphynet Shares to the Shareholders in an amount equal to the difference between the Net Worth Deficit and the 50% Threshold.

  • As soon as reasonably practicable, but in no event later than five days prior to the Closing Date, Purchaser and Seller shall jointly prepare (a) an unaudited balance sheet of Seller, including, without limitation, accruals and prepaid items (the "Pre-Closing Balance Sheet"), dated as of the Pre-Closing Balance Sheet Date, prepared in accordance with CAP, and (b) a statement setting forth the Net Worth Deficit and the Working Capital Deficit, all determined as of the Pre-Closing Balance Sheet Date.

  • Section 4.1 of the Credit Agreement is hereby amended to provide that for each fiscal quarter of the Borrower, commencing with the fiscal quarter ending September 30, 1997, the Borrower shall, as of the last day of each fiscal quarter, have a Minimum Consolidated Net Worth (Deficit) of no less than $(10,000,000).


More Definitions of Net Worth Deficit

Net Worth Deficit means, as of any date of determination, the amount, if any, by which the Net Worth of Seller is less than $13,000,000.
Sample 1

Related to Net Worth Deficit

  • Operating Deficit means, for the applicable period, insufficient funds to pay operating costs when Cash Expenses exceed Cash Receipts, as determined by the Accountant and approved by the Special Limited Partner.

  • Adjusted Tangible Net Worth As of the date of determination thereof, the sum of: (i) Servicer's Tangible Net Worth; plus (ii) one percent (1%) of the amount of Servicer's servicing portfolio, as determined by the Master Servicer in the Master Servicer's reasonable discretion.

  • Consolidated Tangible Net Worth means, as of any date of determination, for the Borrower and its Subsidiaries on a consolidated basis, Shareholders’ Equity of the Borrower and its Subsidiaries on that date minus the Intangible Assets of the Borrower and its Subsidiaries on that date.

  • Adjusted Capital Account Deficit means, with respect to any Member, the deficit balance, if any, in such Member’s Capital Account as of the end of the relevant Fiscal Year, after giving effect to the following adjustments:

  • Consolidated Tangible Net Assets means, on any date of determination and with respect to any Person at any time, the total of all assets (including revaluations thereof as a result of commercial appraisals, price level restatement or otherwise) appearing on the consolidated balance sheet of such Person and its Consolidated Subsidiaries most recently delivered to the Lenders pursuant to Section 5.01(i) as of such date of determination, net of applicable reserves and deductions, but excluding goodwill, trade names, trademarks, patents, unamortized debt discount and all other like intangible assets (which term shall not be construed to include such revaluations), less the aggregate of the consolidated current liabilities of such Person and its Consolidated Subsidiaries appearing on such balance sheet.

  • Nonrecourse Liability has the meaning set forth in Regulations Section 1.752-1(a)(2).

  • Nonrecourse Liabilities has the meaning set forth in Section 1.704-2(b)(3) of the Regulations.

  • Consolidated Net Worth means at any time the consolidated stockholders’ equity of the Borrower and its Subsidiaries calculated on a consolidated basis as of such time.

  • Asset Coverage Ratio means the ratio, determined on a consolidated basis, without duplication, in accordance with GAAP, of (a) the Value of total assets of the Borrower and its Subsidiaries, less all liabilities (other than Indebtedness, including Indebtedness hereunder) of the Borrower and its Subsidiaries, to (b) the aggregate amount of Indebtedness of the Borrower and its Subsidiaries.

  • Interest Expense Coverage Ratio means, for any period, the ratio of (a) Consolidated EBITDA for such period to (b) Consolidated Interest Expense for such period.

  • Minimum Tangible Net Worth means, with respect to the Parent, at any time, the sum of (a) $1,418,939,250 plus (b) 75% of the aggregate net proceeds received by the Parent or any of its Subsidiaries after September 30, 2013 in connection with any offering of Stock or Stock Equivalents of the Parent or its Subsidiaries; provided however, that any such net proceeds used solely for the purpose of redeeming the Parent’s preferred stock shall not be included in such sum.

  • Working Capital Deficit means the amount, if any, by which the Closing Working Capital is less than the Target Working Capital.

  • Consolidated Coverage Ratio means as of any date of determination, with respect to any Person, the ratio of (x) the aggregate amount of Consolidated EBITDA of such Person for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which financial statements are in existence to (y) Consolidated Interest Expense for such four fiscal quarters, provided, however, that:

  • Consolidated Funded Debt means Funded Debt of the Consolidated Group determined on a consolidated basis in accordance with GAAP.

  • Net Worth means, with respect to any Person, an amount equal to, on a consolidated basis, such Person’s stockholder equity (determined in accordance with GAAP).

  • Adjusted Funds From Operations means, for any period, Net Cash Flows From Operating Activities for such period plus Interest Expense for such period minus (x) the portion (but not less than zero) of Net Cash Flows From Operating Activities for such period attributable to any consolidated Subsidiary that has no Debt other than Nonrecourse Indebtedness and (y) After-Tax Transitional Funding Instrument Revenue for such period.

  • Nominal Liquidation Amount Deficit means, for any tranche of notes, the Adjusted Outstanding Dollar Principal Amount minus the nominal liquidation amount of that tranche.

  • Adjusted Consolidated Net Worth means, at any date, without duplication, the sum of (a) the consolidated shareholders’ equity, determined in accordance with GAAP, of the Guarantor and its Consolidated Subsidiaries, plus (b) the aggregate Hybrid Instrument Amount plus (c) the VA Adjustment Amount; provided that, in determining such Adjusted Consolidated Net Worth, there shall be excluded (i) any “Accumulated Other Comprehensive Income (Loss)” shown on the consolidated balance sheet of the Guarantor and its Consolidated Subsidiaries prepared in accordance with GAAP, (ii) the effect of any election under the fair value option in FASB ASC 825 permitting a Person to measure its financial assets or liabilities at the fair value thereof, and the related tax impact and (iii) all noncontrolling interests (as determined in accordance with Statement of Financial Accounting Standards No. 160, entitled “Noncontrolling Interests in Consolidated Financial Statements”) shown on the consolidated balance sheet of the Guarantor and its Consolidated Subsidiaries.

  • Consolidated Net Loss for any fiscal period, means the amount which, in conformity with GAAP, would be set forth opposite the caption "net income" (or any like caption), as the case may be, on a consolidated statement of earnings of the Borrower and its Subsidiaries, if any, for such fiscal period.

  • Consolidated Income Tax Expense for any period means the provision for taxes of the Issuer and the Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP.

  • Consolidated Depreciation Expense means, for any period, the depreciation expense of Borrower and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

  • Cumulative Consolidated Net Income means, for any period, Consolidated Net Income for such period, taken as a single accounting period. Cumulative Consolidated Net Income may be a positive or negative amount.

  • Consolidated Rent Expense means, for any period, the total rent expense with respect to real and personal property of the Borrower for such period, as determined on a Consolidated basis and as reported in its financial statements.

  • Consolidated Depreciation and Amortization Expense means, with respect to any Person for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees or costs, capitalized expenditures, customer acquisition costs and incentive payments, conversion costs and contract acquisition costs, the amortization of original issue discount resulting from the issuance of Indebtedness at less than par and amortization of favorable or unfavorable lease assets or liabilities, of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

  • Adjusted Net Worth of each Guarantor shall mean the greater of (x) the Net Worth (as defined below) of such Guarantor and (y) zero; and (iii) the “Net Worth” of each Guarantor shall mean the amount by which the fair saleable value of such Guarantor’s assets on the date of any Relevant Payment exceeds its existing debts and other liabilities (including contingent liabilities, but without giving effect to any Guaranteed Obligations arising under this Guarantee) on such date. Notwithstanding anything to the contrary contained above, any Guarantor that is released from this Guarantee pursuant to Section 18 hereof shall thereafter have no contribution obligations, or rights, pursuant to this Section 19, and at the time of any such release, if the released Guarantor had an Aggregate Excess Amount or an Aggregate Deficit Amount, same shall be deemed reduced to $0, and the contribution rights and obligations of the remaining Guarantors shall be recalculated on the respective date of release (as otherwise provided above) based on the payments made hereunder by the remaining Guarantors. All parties hereto recognize and agree that, except for any right of contribution arising pursuant to this Section 19, each Guarantor who makes any payment in respect of the Guaranteed Obligations shall have no right of contribution or subrogation against any other Guarantor in respect of such payment until all of the Guaranteed Obligations have been irrevocably paid in full in cash. Each of the Guarantors recognizes and acknowledges that the rights to contribution arising hereunder shall constitute an asset in favor of the party entitled to such contribution. In this connection, each Guarantor has the right to waive its contribution right against any Guarantor to the extent that after giving effect to such waiver such Guarantor would remain solvent, in the determination of the Required Lenders.