Determination of Net Assets Sample Clauses

Determination of Net Assets. (a) The Company's Net Assets shall be determined in accordance with U.S. generally accepted accounting principles consistently applied as a guideline and the following principles:
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Determination of Net Assets. As used in this Agreement,
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Determination of Net Assets. (a) The term “
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Determination of Net Assets. (i) The Company’s Net Assets shall be determined in accordance with U.S. GAAP consistently applied as a guideline and according to such procedures as may be established from time to time by the Managing Member, in its sole discretion; provided that the Managing Member in its sole discretion may provide reserves for estimated accrued expenses, liabilities and contingencies, even if such reserves are not required by U.S. GAAP
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Determination of Net Assets. The Company's net assets as of the close of business on the Closing Date shall be determined by Transcend's independent certified public accountants within 120 days following the Closing Date (the "NET ASSET DETERMINATION"). Within five (5) business days after receiving the ------------------------ Net Asset Determination, Transcend shall deliver same to the Shareholders. If the Shareholders do not deliver a list of written objections to the Net Asset Determination ("OBJECTION NOTICE") to Transcend within 30 days following ---------------- delivery to the Shareholders, the Net Asset Determination shall become final and binding upon the parties. If the Shareholders deliver an Objection Notice (the "OBJECTING SHAREHOLDERS") within such 30 day period, ---------------------- the parties will endeavor to reconcile any differences and agree upon a final Net Asset Determination. If the parties are unable to agree upon a final Net Asset Determination within 30 days following delivery of the Objection Notice, at the request of either the Surviving Corporation or any of the Objecting Shareholders the outstanding matters shall be submitted for resolution by a mutually acceptable accounting firm of recognized national standing with offices in the Atlanta area. If the parties are unable to agree upon a mutually acceptable accounting firm, one will be selected at random from a list of the 6 largest Atlanta offices of certified public accounting firms having no prior relationship with Transcend, the Company, the Surviving Corporation or the Shareholders. The group of the Objecting Shareholders who have not agreed upon the Net Asset Determination and the Surviving Corporation shall each bear 50% of the fees and expenses of the accounting firm so selected. Such accounting firm shall promptly prepare a final Net Asset Determination, and its conclusions shall be final and binding upon each of the parties to this Agreement.
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Determination of Net Assets. (a) As soon as practicable, but in no event later than ninety (90) days after the Closing, SELLER shall cause its Accountants to prepare and shall deliver to PURCHASER an audited consolidated balance sheet of the XxXxx Companies as of the Effective Date (the "Closing Date Balance Sheet"). PURCHASER and its Accountants shall have the right to observe the inventory count of the XxXxx Companies and confer with PURCHASER's Accountants in connection with the preparation of the Closing Date Balance Sheet. The Closing Date Balance Sheet shall be prepared as of the Effective Date. The Closing Date Balance Sheet shall be prepared in conformity with GAAP consistently applied with respect to the audited balance sheet dated December 31, 1996 included in the XxXxx 1996 Financial Statements. SELLER and the XxXxx Companies shall notify and instruct SELLER's Accountants that in preparing the Closing Date Balance Sheet, such Accountants shall include and reflect therein appropriate levels of reserves for any and all probable and estimable, as defined in SFAS No. 5, liabilities of the XxXxx Companies, including, without limitation, Employee Claims as of the Effective Date, in accordance with GAAP, consistently applied. The reasonable costs and fees of SELLER's Accountants in preparing the Closing Date Balance Sheet and PURCHASER's Accountants in conducting their observations and review of the same shall be shared equally by PURCHASER and SELLER.
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Determination of Net Assets 
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Related to Determination of Net Assets

  • Determination of Net Asset Value The Trustees shall cause the Net Asset Value of Shares of each Series or Class to be determined from time to time in a manner consistent with applicable laws and regulations. The Trustees may delegate the power and duty to determine Net Asset Value per Share to one or more Trustees or officers of the Trust or to a custodian, depository or other agent appointed for such purpose. The Net Asset Value of Shares shall be determined separately for each Series or Class at such times as may be prescribed by the Trustees or, in the absence of action by the Trustees, as of the close of regular trading on the New York Stock Exchange on each day for all or part of which such Exchange is open for unrestricted trading.

  • CALCULATION OF NET ASSET VALUE U.S. Trust will calculate the Fund's daily net asset value and the daily per-share net asset value in accordance with the Fund's effective Registration Statement on Form N-2 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), including its current prospectus. If so directed, U.S. Trust shall also calculate daily the net income of the Fund

  • Determination of Net Asset Value, Net Income and Distributions Subject to applicable federal law including the 1940 Act and Section 3.6 hereof, the Trustees, in their sole discretion, may prescribe (and delegate to any officer of the Trust or any other Person or Persons the right and obligation to prescribe) such bases and time (including any methodology or plan) for determining the per Share or net asset value of the Shares of the Trust or any Series or Class or net income attributable to the Shares of the Trust or any Series or Class, or the declaration and payment of dividends and distributions on the Shares of the Trust or any Series or Class and the method of determining the Shareholders to whom dividends and distributions are payable, as they may deem necessary or desirable. Without limiting the generality of the foregoing, but subject to applicable federal law including the 1940 Act, any dividend or distribution may be paid in cash and/or securities or other property, and the composition of any such distribution shall be determined by the Trustees (or by any officer of the Trust or any other Person or Persons to whom such authority has been delegated by the Trustees) and may be different among Shareholders including differences among Shareholders of the same Series or Class.

  • Determination of Amount In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units ("Conversion Right") as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "Value" (as defined below) of the portion of the Purchase Option being converted by (y) the Current Market Value (as defined below). The "Value" of the portion of the Purchase Option being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) the Current Market Value of a Unit multiplied by the number of Units underlying the portion of the Purchase Option being converted. As used herein, the term "Current Market Value" per Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock shall mean (i) if the Common Stock is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), the last sale price of the Common Stock in the principal trading market for the Common Stock as reported by the exchange, Nasdaq or the NASD, as the case may be; (ii) if the Common Stock is not listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but is traded in the residual over-the-counter market, the closing bid price for the Common Stock on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith.

  • Determination of Amounts Whenever a Priority Debt Representative shall be required, in connection with the exercise of its rights or the performance of its obligations hereunder, to determine the existence or amount of any First-Out Obligations (or the existence of any commitment to extend credit that would constitute First-Out Obligations), or Second-Out Obligations, or the existence of any Lien securing any such obligations, or the Shared Collateral subject to any such Lien, it may request that such information be furnished to it in writing by the other Priority Debt Representative and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that if a Priority Debt Representative shall fail or refuse reasonably promptly to provide the requested information, the requesting Priority Debt Representative shall be entitled to make any such determination by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the Borrower. Each Priority Debt Representative may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to the Borrower or any of their subsidiaries, any Priority Secured Party or any other Person as a result of such determination.

  • Determination of Consideration For purposes of this Section 3, the consideration received by the Company for the issue of any Additional Shares of Common Stock shall be computed as follows:

  • Determination of Gross-Up Payment Subject to sub-paragraph (c) below, all determinations required to be made under this Section 6, including whether a Gross-Up Payment is required and the amount of the Gross-Up Payment, shall be made by the firm of independent public accountants selected by the Company to audit its financial statements for the year immediately preceding the Change in Control (the "Accounting Firm") which shall provide detailed supporting calculations to the Company and the Executive within 30 days after the date of the Executive's termination of employment. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group affecting the Change of Control, the Executive may appoint another nationally recognized accounting firm to make the determinations required under this Section 6 (which accounting firm shall then be referred to as the "Accounting Firm"). All fees and expenses of the Accounting Firm in connection with the work it performs pursuant to this Section 6 shall be promptly paid by the Company. Any Gross-Up Payment shall be paid by the Company to the Executive within 5 days of the receipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of a penalty. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"). In the event that the Company exhausts its remedies pursuant to sub-paragraph (c) below, and the Executive is thereafter required to make a payment of Excise Tax, the Accounting Firm shall promptly determine the amount of the Underpayment that has occurred and any such Underpayment shall be paid by the Company to the Executive within 5 days after such determination. Amended and Restated Change in Control Agreement

  • Distribution of Net Cash Flow Net Cash Flow shall be distributed among the Partners in accordance with their Partnership Percentages at such times and in such amounts as shall be determined by the General Partner.

  • Allocation of Net Profits and Net Losses As of the last day of each Fiscal Period, any Net Profits or Net Losses for the Fiscal Period shall be allocated among and credited to or debited against the Capital Accounts of the Members in accordance with their respective Investment Percentages for such Fiscal Period.

  • Allocation of Net Income and Net Loss Net Income or Net Loss of the Partnership shall be determined as of the end of each calendar year and as of the end of any interim period extending through the day immediately preceding any (i) disproportionate Capital Contribution, (ii) disproportionate distribution, (iii) Transfer of a Partnership Interest in accordance with the terms of this Agreement, or (iv) Withdrawal Event. If a calendar year includes an interim period, the determination of Net Income or Net Loss for the period extending through the last day of the calendar year shall include only that period of less than twelve (12) months occurring from the day immediately following the last day of the latest interim period during the calendar year and extending through the last day of the calendar year. For all purposes, including income tax purposes, Net Income, if any, of the Partnership for each calendar year or interim period shall be allocated among the Partners in proportion to their respective Partnership Percentages for the calendar year or interim period. In the event of a Net Loss for a particular calendar year or interim period, then, for such calendar year or interim period, the Net Loss for such calendar year or interim period shall be allocated among the Partners in proportion to their respective Partnership Percentages for the calendar year or interim period.

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