Reference Statement of Net Assets definition

Reference Statement of Net Assets means the consolidated statement of net assets (including the related notes and schedules thereto) of the Company, dated as of June 30, 2012, a copy of which is set forth in Schedule 1.1(d).
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Reference Statement of Net Assets shall be amended to read "Amended Reference Statement of Net Assets."
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Reference Statement of Net Assets means the consolidated statement of net assets (including the related notes and schedules thereto) of the Company and its Subsidiaries, dated as of March 31, 2004.
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Examples of Reference Statement of Net Assets in a sentence

  • Set forth in Schedule 8.4 hereto is an unaudited Statement of Net Assets of the Business as at September 30, 1998 (the "Reference Statement of Net Assets") and related unaudited statements of income of the Business for the indicated period then ended.

  • Such financial statements are collectively referred to herein as the "Financial Statements." The Financial Statements have been prepared from the books and records of the Business, and the Reference Statement of Net Assets has been prepared in accordance with (the accounting principles ("Seller's Accounting Principles") attached as Schedule 8.4, consistently applied.

  • The term "Net Asset Value" with respect to the Business shall mean the total assets of the Business minus the total liabilities, in each case as reflected on the Reference Statement of Net Assets or the Closing Statement of Net Assets, as the case may be, subject to Section 10.16.

  • The unaudited special purpose statement of net assets of the Publishing Subsidiaries as at December 31, 1997 is herein referred to as the "Reference Statement of Net Assets".

  • The Closing Statement of Net Assets shall be prepared on a basis consistent with the Reference Statement of Net Assets (as hereinafter defined), using the Seller's Accounting Principles (as hereinafter defined) consistently applied and all books, records and accounts of the Business, shall reflect all reserves, accruals and entries necessary to reserve fully for all liabilities of the Business and shall fairly present the financial position of the Business as of the Closing Date in all material respects.

  • Except as would not have a Material Adverse Effect, there are no material liabilities of the Publishing Subsidiaries, other than liabilities (a) reflected or reserved against on the Reference Statement of Net Assets, (b) incurred in the ordinary course of business since the date of the Reference Statement of Net Assets or (c) disclosed in Section 3.20 of the Disclosure Schedule.

  • Subject to amounts reserved therefor on the Reference Statement of Net Assets, the values at which all Inventories are carried on the Reference Statement of Net Assets reflect the historical inventory valuation policy of each Company of stating such Inventories at the lower of cost (determined on the first-in, first-out method) or market value and all Inventories are valued such that each Company will earn their customary gross margins thereon.

  • Reserves are reflected on the Reference Statement of Net Assets against all liabilities of the Company and the Subsidiaries of a type that GAAP would require establishment of reserves (except for reserves which would required pursuant to changes in the income Tax liability accounts related to changes after July 31, 2006 in the deferred Tax asset accounts), in amounts that have been established on a basis consistent with the past practices of the Company and the Subsidiaries and in accordance with GAAP.

  • Subject to adjustment as provided in Section 4, the purchase price of the Assets and the consideration for Seller's non-competition agreement set forth in Section 12.1 (the "Purchase Price") shall be equal to the sum of (i)$4,991,216 (being the remainder of $7,120,000 minus the amount of the accounts receivable and other assets shown on the Reference Statement of Net Assets) plus (ii) the amount (not to exceed $1,780,000) of the Assumed Obligations plus (iii) the value of the Aqua Care Warrants.

  • The parties understand and agree that the adjusted purchase price mechanism set forth in Sections 4.1 4.5 is not intended to apply to disputes or questions regarding the Reference Statement of Net Assets or the preparation thereof, which disputes or questions instead shall be evaluated and decided under Article XVI as a breach of warranty.


More Definitions of Reference Statement of Net Assets

Reference Statement of Net Assets has the meaning indicated in Subsection 4.2(a).
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Reference Statement of Net Assets means the consolidated statement of net assets (including the related notes and schedules thereto) of the Business, prepared by the Company dated as of the Reference Statement Date (except that such statement does not reflect changes after July 31, 2006 to the deferred Tax asset accounts or related changes to the Income Tax liability accounts), a copy of which is set forth in Section 3.08(a)(i) of the Disclosure Schedule. Such statement shall account for the Pre-Effective Carve-out Transactions, and take into account the tax liabilities resulting from such transactions.
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Related to Reference Statement of Net Assets

  • PJM Net Assets means the total assets per PJM’s consolidated quarterly or year-end financial statements most recently issued as of the date of the receipt of written notice of a claim less amounts for which PJM is acting as a temporary custodian on behalf of its Members, transmission developers/Designated Entities, and generation developers, including, but not limited to, cash deposits related to credit requirement compliance, study and/or interconnection receivables, member prepayments, invoiced amounts collected from Net Buyers but have not yet been paid to Net Sellers, and excess congestion (as described in Operating Agreement, Schedule 1, section 5.2.6, and the parallel provisions of Tariff, Attachment K-Appendix, section 5.2.6).

  • net non-operating income means the difference between:

  • 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.

  • Annualized Consolidated EBITDA means, for any quarter, the product of Consolidated EBITDA for such period of time multiplied by four (4).

  • Compliance Statement is that certain statement in the form attached hereto as Exhibit B.

  • E-Statement means an electronic version of daily confirms, monthly, quarterly or annual statements, and shareholder tax statements created with investor transaction data housed on DST’s TA2000® mutual fund record keeping system, with images available online via a secure web site.

  • Annualized Operating Cash Flow means, for any fiscal quarter, the Operating Cash Flow for such fiscal quarter multiplied by four.

  • Adjusted EBITDA means, for the twelve (12) month period preceding the calculation date, for any Person, the sum of (a) Net Income, plus (b) to the extent deducted in determining Net Income, the sum, without duplication, of such Person’s (i) Interest Expense, (ii) income tax expense, including, without limitation, taxes paid or accrued based on income, profits or capital, including state, franchise and similar taxes and foreign withholding taxes, (iii) depreciation and amortization (including, without limitation, amortization of goodwill and other intangible assets), (iv) extraordinary losses and non-recurring non-cash charges and expenses, (v) all other non-cash charges, expenses and interest (including, without limitation, any non-cash losses in respect of Hedge Agreements, non-cash impairment charges, non-cash valuation charges for stock option grants or vesting of restricted stock awards or any other non-cash compensation charges, and losses from the early extinguishment of Indebtedness), (vi) non-recurring integration costs and expenses resulting from operational changes and improvements (including, without limitation, severance costs and business optimization expenses) and (vii) non-recurring charges and expenses, restructuring charges, transaction expenses (including, without limitation, transaction expenses incurred in connection with any merger or acquisition) and underwriters’ fees, and severance and retention payments in connection with any merger or acquisition, in each case for such period, less extraordinary gains and cash payments (not otherwise deducted in determining Net Income) made during such period with respect to non-cash charges that were added back in a prior period; provided, however, (A) with respect to any Person that became a Subsidiary of the Borrower, or was merged with or consolidated into the Borrower or any of its Subsidiaries, during such period, or any acquisition by the Borrower or any of its Subsidiaries of the assets of any Person during such period, “Adjusted EBITDA” shall, at the option of the Borrower in respect of any or all of the foregoing, also include the Adjusted EBITDA of such Person or attributable to such assets, as applicable, during such period as if such acquisition, merger or consolidation, including any concurrent transaction entered into by such Person or with respect to such assets as part of such acquisition, merger or consolidation, had occurred on the first day of such period and (B) with respect to any Person that has ceased to be a Subsidiary of the Borrower during such period, or any material assets of the Borrower or any of its Subsidiaries sold or otherwise disposed of by the Borrower or any of its Subsidiaries during such period, “Adjusted EBITDA” shall exclude the Adjusted EBITDA of such Person or attributable to such assets, as applicable, during such period as if such sale or disposition of such Subsidiary or such assets had occurred on the first day of such period.

  • average daily net assets of the Fund shall mean the average of the values placed on the Fund's net assets as of 4:00 p.m. (New York time) on each day on which the net asset value of the Fund is determined consistent with the provisions of Rule 22c-1 under the 1940 Act or, if the Fund lawfully determines the value of its net assets as of some other time on each business day, as of such time. The value of the net assets of the Fund shall always be determined pursuant to the applicable provisions of the Declaration and the Registration Statement. If the determination of net asset value does not take place for any particular day, then for the purposes of this section 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of its net assets as of 4:00 p.m. (New York time), or as of such other time as the value of the net assets of the Fund's portfolio may be lawfully determined on that day. If the Fund determines the value of the net assets of its portfolio more than once on any day, then the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this section 6. You may waive all or a portion of your fees provided for hereunder and such waiver shall be treated as a reduction in purchase price of your services. You shall be contractually bound hereunder by the terms of any publicly announced waiver of your fee, or any limitation of the Fund's expenses, as if such waiver or limitation were fully set forth herein.

  • Cash Flow Statement means, with respect to any particular Bonds and Auxiliary Obligations, an Authority Certificate (a) setting forth, for the then current and each future Bond Year during which such Bonds and Auxiliary Obligations will be Outstanding, and taking into account (i) any such Bonds expected to be issued or redeemed or purchased for cancellation in each such Bond Year upon or in connection with the filing of such Certificate, (for which purpose, if such Authority Certificate is delivered as of a date prior to a scheduled mandatory tender date for any Adjustable Rate Bonds, the Purchase Price of all such Adjustable Rate Bonds subject to mandatory tender on such tender date shall be assumed to be due and payable on such mandatory tender date), (ii) any such Auxiliary Obligations expected to be incurred upon or in connection with the filing of such Certificate, (iii) the interest rate, purchase price, discount points and other terms of any Related Mortgage Loans, and (iv) the application, withdrawal or transfer of any moneys expected to be applied, withdrawn or transferred upon or in connection with the filing of such Certificate:

  • Internet Assets means any Internet domain names and other computer user identifiers and any rights in and to sites on the worldwide web, including rights in and to any text, graphics, audio and video files and html or other code incorporated in such sites.

  • Adjusted Net Assets of such Guarantor at any date shall mean the lesser of (1) the amount by which the fair value of the property of such Guarantor exceeds the total amount of liabilities, including contingent liabilities (after giving effect to all other fixed and contingent liabilities incurred or assumed on such date), but excluding liabilities under the Guarantee of such Guarantor at such date and (2) the amount by which the present fair salable value of the assets of such Guarantor at such date exceeds the amount that will be required to pay the probable liability of such Guarantor on its debts (after giving effect to all other fixed and contingent liabilities incurred or assumed on such date), excluding debt in respect of the Guarantee of such Guarantor, as they become absolute and matured.

  • Adjusted Consolidated EBITDA means, for any Computation Period, Consolidated EBITDA for such Computation Period adjusted by giving effect on a pro forma basis to Acquisitions and dispositions completed during such Computation Period.

  • Monthly Statement The statement delivered to the Certificateholders pursuant to Section 4.06.

  • Annualized EBITDA means, for the four consecutive quarters ending on each Reporting Date, the Operating Partnership’s Pro Rata Share (as defined below) of earnings before interest, taxes, depreciation and amortization (“EBITDA”), with other adjustments as are necessary to exclude the effect of all realized or unrealized gains and losses related to hedging obligations, items classified as extraordinary items and impairment charges in accordance with generally accepted accounting principles, adjusted to reflect the assumption that (i) any EBITDA related to any assets acquired or placed in service since the first day of such four-quarter period had been earned, on an annualized basis, from the beginning of such period, and (ii) any assets disposed of during such four-quarter period had been disposed of as of the first day of such period and no EBITDA related to such assets had been earned during such period.

  • Statement of Additional Information means, respectively, the form of prospectus and statement of additional information with respect to the Fund filed by the Investment Company as part of the Registration Statement, or as they may be amended or supplemented from time to time.

  • MONTHLY KILOMETREAGE STATEMENT CUM BILL means the format specified by the Company.

  • Net Asset Value or "NAV” means per Unit value of the Trust arrived at by dividing the Net Assets by the number of Units outstanding.

  • Request regarding a statement of account means a record authenticated by a debtor requesting that the recipient approve or correct a statement indicating what the debtor believes to be the aggregate amount of unpaid obligations secured by collateral as of a specified date and reasonably identifying the transaction or relationship that is the subject of the request.