Total Operating Assets definition
Total Operating Assets shall be derived from the Company’s balance sheet by calculating the sum of the balances in the following accounts on the Company’s balance sheet: Account Receivable, Income Tax Receivables, Inventories, Other Current Assets and Fixed Assets (but in any event excluding the accounts Intangibles, Goodwill and Cash and S/T Investments and excluding any other cash, cash equivalents, marketable securities or other current assets included in the calculation of Closing Cash). With respect to any calculation of Total Operating Assets, no change in accounting principles will be made from those utilized in preparing the Latest Balance Sheet including, without limitation, with respect to the nature of accounts, types of reserves or accruals, and/or methodology and assumptions for determining the levels of reserves or accruals. For purposes of the preceding sentence, “changes in accounting principles” includes all changes in United States generally accepted accounting principles, policies, practices, procedures or methodologies with respect to financial statements, their classification or their display, as well as all changes in practices, methods, conventions or assumptions utilized in making accounting estimates. Since the date of the Latest Balance Sheet, the Company has not taken any action outside of the ordinary course of business with the intent of increasing Total Operating Assets for purposes of meeting the condition contained in Section 2.1(h) of this Agreement or otherwise under this Agreement.
Total Operating Assets means, as of a given time, the net book value of the Company’s total operating assets derived from its balance sheet, calculated in a manner consistent with Exhibit M, and in each case determined on a consolidated basis in accordance with GAAP applied consistently with the principles utilized in preparing the audited balance sheet as of December 31, 2004 and the Latest Balance Sheet. “Total Operating Assets” shall be derived from the Company’s balance sheet by calculating the sum of the balances in the following accounts on the Company’s balance sheet: Account Receivable, Income Tax Receivables, Inventories, Other Current Assets and Fixed Assets (but in any event excluding the accounts Intangibles, Goodwill and Cash and S/T Investments and excluding any other cash, cash equivalents, marketable securities or other current assets included in the calculation of Closing Cash). With respect to any calculation of Total Operating Assets, no change in accounting principles will be made from those utilized in preparing the Latest Balance Sheet including, without limitation, with respect to the nature of accounts, types of reserves or accruals, and/or methodology and assumptions for determining the levels of reserves or accruals. For purposes of the preceding sentence, “changes in accounting principles” includes all changes in United States generally accepted accounting principles, policies, practices, procedures or methodologies with respect to financial statements, their classification or their display, as well as all changes in practices, methods, conventions or assumptions utilized in making accounting estimates. Since the date of the Latest Balance Sheet, the Company has not taken any action outside of the ordinary course of business with the intent of increasing Total Operating Assets for purposes of meeting the condition contained in Section 2.1(h) of this Agreement or otherwise under this Agreement.
Total Operating Assets. (or "TOA") means the value of the Purchased Assets, as reflected on either the June 30 or the Final Balance Sheet.
Examples of Total Operating Assets in a sentence
The Company’s Total Operating Assets as of the open of business on the Closing Date are at least $4,476,000.
The accounting principles, Inventory costing standards and basis to be utilized in the preparation of the Final Balance Sheet and the computation of the Final Total Operating Assets shall be the same as those used in the preparation of the June 30 Balance Sheet.
In the event of a dispute arising out of or related to this Agreement (other than with respect to the calculation of Total Operating Assets, as set forth in Section 2.5), the parties shall, prior to initiating litigation, first submit the dispute to non-binding mediation under the commercial mediation rules of the American Arbitration Association at its Wilmington, DE offices.