Pro Forma Net Worth definition

Pro Forma Net Worth means the non-binding, good faith estimate of Saturn of the amount by which the total assets of Saturn exceed the total liabilities of Saturn as of the Amendment Effective Date, giving pro forma effect to the Assignment and Assumption, the funding of the amounts referred to in the Financing Commitments, and the closing of the transactions contemplated by the Asset Purchase Agreement, including payment of the Purchase Price.
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Examples of Pro Forma Net Worth in a sentence

  • To the extent that the Final Pro Forma Net Worth Statements reflects that Assumed Liabilities are greater than Transferred Assets (a "deficit"), then for each dollar of such deficit, the Partnership shall have the option of either reducing on a dollar-for-dollar basis the Assumed Liabilities, or reducing any monetary payments, whether or not then due, to the Shareholders [and/or USC] on a present value basis, or choosing any combination of such two options so as to eliminate such deficit.

  • As soon as practicable after the Closing, and in any event no more than 60 days after the Closing Date, USC will prepare, and DRS/MS will internally review, a final statement of net worth of the Partnership as of the most recent date practicable prior to the Closing (the "Final Pro Forma Net Worth Statement").

  • All physical inventories in connection with the Final Pro Forma Net Worth Statement shall be taken as near as practicable to the Closing Date.

  • Assumed Liabilities shall not exceed Transferred Assets as reflected on the Preliminary Balance Sheet and as reflected on the Partnership's Pro Forma Net Worth Statement (prior to taking into account the DRS/MS Capital Contribution).

  • The Preliminary Pro Forma Net Worth Statement shall reflect agreed-upon adjustments to the net worth of USC as reported in the Preliminary Balance Sheet and shall eliminate any assets or liabilities included in the USC Balance Sheet, other than the Transferred Assets and Assumed Liabilities, as herein defined.

  • The Final Pro Forma Net Worth Statements shall be prepared in a manner that is consistent with the preparation of the Preliminary Pro Forma Net Worth Statement.

  • Promptly after the execution of this Agreement, USC and DRS/MS shall prepare a mutually agreed upon balance sheet (the "Preliminary Balance Sheet") of USC in accordance with GAAP as of December 31, 1995, and, based on the Preliminary Balance Sheet, shall prepare a Pro Forma Statement of Net Worth of the Partnership as of December 31, 1995 (the "Preliminary Pro Forma Net Worth Statement").

  • The Pro Forma Net Worth Statement was prepared from the Books and Records as of June 30, 2011 and in accordance with GAAP, consistently applied.