Consolidated Total Adjusted Asset Value Clause Samples
The Consolidated Total Adjusted Asset Value clause defines how the total value of a company's assets is calculated after making specific adjustments or exclusions. Typically, this involves aggregating the values of all assets held by the company and its subsidiaries, then adjusting for items such as depreciation, amortization, or non-operating assets to arrive at a more accurate financial figure. This clause is essential for ensuring that financial covenants, ratios, or thresholds in agreements are based on a consistent and realistic assessment of asset value, thereby reducing ambiguity and potential disputes over financial calculations.
Consolidated Total Adjusted Asset Value. As of any date of determination and without double counting, an amount equal to the sum of (i) the Fair Market Value of Real Estate Assets as of such date, plus (ii) 100% of the value of Unrestricted Cash and Cash Equivalents on such date, plus (iii) 100% of the Development Costs incurred and paid to date by the Borrower with respect to any Real Estate Assets which are Real Estate Assets Under Development on such date, plus (iv) prepaid expenses and escrowed cash funds owned by the Borrower such as deposits made by the Borrower under sales agreements, plus (v) with respect to each Mortgage and/or Mezzanine Loan, the lesser of (y) the aggregate amount of principal under such Mortgage and/or Mezzanine Loan that will be due and payable to the Borrower or its Subsidiaries (to the extent of the Borrower’s direct or indirect interest therein) and (z) the purchase price paid by the Borrower or one of its Subsidiaries to acquire such Mortgage and/or Mezzanine Loan, plus (vi) Accounts Receivable as of such date, plus (vii) 100% of the value (determined on the so-called mark-to-market basis) of the Marketable Securities owned by the Borrower or its Subsidiaries on such date, provided that such Marketable Securities must not be subject to any lock-up or other transfer restrictions, plus (viii) the book value of land owned by the Borrower, as evidenced by the Borrower’s balance sheet delivered to the Agent, plus (ix) Eligible Cash 1031 Proceeds on such date. Notwithstanding the foregoing, at any time at which the value determined pursuant to clause (v) of the preceding sentence equals or exceeds 10% of the total Fair Market Value of Real Estate Assets at such time, then upon the occurrence of an event of default under any Mortgage, the portion of the value of such defaulted Mortgage which is in excess of 10% of the total Fair Market Value of Real Estate Assets at such time (“Excess Value”) shall be reduced to seventy-five percent (75%) of the Excess Value as determined in this subparagraph (v) until the earlier to occur of (a) the event of default under the Mortgage is cured in a commercially reasonable manner and (b) one hundred eighty (180) days after the occurrence of the event of default; thereafter, if the event of default under the defaulted Mortgage has not been cured in a commercially reasonable manner, the portion of the value of the defaulted Mortgage which is in excess of 10% of the total Fair Market Value of Real Estate Assets at such time shall be reduced...
Consolidated Total Adjusted Asset Value. As of any date of determination, the sum of the undepreciated value of all assets of Borrower and its Subsidiaries minus goodwill calculated on a consolidated basis in accordance with GAAP, provided that all real estate assets shall be valued at (a) undepreciated cost (minus any write downs or impairments) as determined in accordance with GAAP, or (b) in the event that Borrower has obtained (or as provided in this Agreement Agent has obtained) an Appraisal of Real Estate owned in fee simple by Borrower or one of its Subsidiaries, the Appraised Value thereof. Consolidated Total Adjusted Asset Value will be adjusted to include an amount equal to Borrower’s or any of its Subsidiaries’ pro rata share (based upon such Person’s Equity Percentage in such Unconsolidated Affiliate) of the Consolidated Total Adjusted Asset Value attributable to the assets owned by such Unconsolidated Affiliate, calculated in the same manner as above.
Consolidated Total Adjusted Asset Value. As of any date of determination, the sum of the undepreciated value of all assets of REIT and its Subsidiaries calculated on a consolidated basis in accordance with GAAP, provided that all real estate assets shall be valued at purchase price (minus impairments or writedowns) as determined in accordance with GAAP (provided that any real estate that is also a Borrowing Base Property shall be valued at the lesser of purchase price (minus impairments or writedowns) as determined in accordance with GAAP or the Appraised Value thereof, except for all Initial Borrowing Base Properties which shall be valued at the Appraised Value thereof). For the avoidance of doubt, only the REIT’s Equity Percentage of the assets of its DSTs, non-Wholly-Owned Subsidiaries and Unconsolidated Affiliates shall be included in the calculation of Consolidated Total Adjusted Asset Value.
Consolidated Total Adjusted Asset Value. The sum of all assets of the Borrower and its Subsidiaries determined on a Consolidated basis. The assets of the Borrower and its Subsidiaries on the consolidated financial statements of the Borrower and its Subsidiaries shall be adjusted to reflect the Borrower's allocable share of such asset, for the relevant period or as of the date of determination, taking into account (a) the relative proportion of each such item derived from assets directly owned by the Borrower and from assets owned by its Subsidiaries, and (b) the Borrower's respective ownership interest in its Subsidiaries.
Consolidated Total Adjusted Asset Value. As of any date of determination, the sum of the undepreciated value of all assets of Borrower and its Subsidiaries minus goodwill calculated on a Consolidated basis in accordance with GAAP, provided that all real estate assets shall be valued at
Consolidated Total Adjusted Asset Value. As of any date of determination, the sum of (A) the Fair Market Value of Real Estate Assets as of such date; plus (B) the value of the Borrower’s assets other than Real Estate Assets as of such date, as determined in accordance with GAAP.
Consolidated Total Adjusted Asset Value. As of any date of determination, the sum of the undepreciated value of all assets of REIT and its Subsidiaries calculated on a consolidated basis in accordance with GAAP, provided that all Real Estate shall be valued at the lesser of purchase price (minus impairments or writedowns) as determined in accordance with GAAP or the Appraised Value thereof, except for all Initial Unencumbered Borrowing Base Properties and all other Real Estate acquired prior to the date of this Agreement which shall be valued at the Appraised Value thereof) and (ii) any Real Estate (including any Unencumbered Borrowing Base Property) for which the most recent Appraisal (or update thereto) is dated a date more than four (4) years prior to the date of such determination shall be valued at an amount equal to the Capitalized Value attributable to such Real Estate. To the extent Investments described in §8.3(j) (exclusive of Investments in DST Affiliates (x) that are wholly-owned, directly or indirectly, by REIT and (y) for up to one hundred twenty (120) days from the date any Investment in a DST Affiliate of the type described in clause (x) is sold or syndicated such that such DST Affiliate is no longer wholly-owned, directly or indirectly, by REIT), together with all other Investments described in §§8.3(k), (l), (m) and (n), cause such Investments to collectively exceed the twenty-five percent (25%) limitation set forth in the last paragraph of §8.3, an amount of such Investments described in §8.3(j) equal to such excess shall be excluded from the calculation of Consolidated Total Adjusted Asset Value. For the avoidance of doubt, only the REIT’s Equity Percentage of the assets of its DSTs, non-Wholly-Owned Subsidiaries and Unconsolidated Affiliates shall be included in the calculation of Consolidated Total Adjusted Asset Value.
Consolidated Total Adjusted Asset Value. Notwithstanding anything in this Agreement to the contrary, (w) no Subsidiary of Borrower which directly or indirectly owns an Unencumbered Pool Asset or Intercompany Loan shall create, incur, assume, guarantee or be or remain liable, contingently, with respect to any Indebtedness other than Indebtedness under the applicable Intercompany Loan, subject to the terms of §7.20(a)(xi), Intercompany Revolver, Hybrid Lease or Qualifying Note Receivable permitted by this Agreement and the Indebtedness permitted under §8.2(b), (c) and (e), provided that if such Subsidiary is also a Guarantor, such Guarantor shall have no Indebtedness other than Indebtedness under §8.2(a) and (h) (to the extent permitted in clause (h)), (x) no Indebtedness which is a warehouse facility, repurchase agreement (except as permitted by §8.4(f)) or similar Indebtedness shall be permitted without the prior written consent of the Required Lenders, (y) except as permitted by clause (z) below, no Indebtedness (other than the Obligations) shall have any Unencumbered Pool Asset, Intercompany Loan or direct or indirect ownership interest in any Unencumbered Pool Asset, Intercompany Loan, Borrower, Hybrid Lease Fee Owner or Guarantor as collateral, a borrowing base, unencumbered asset pool or similar form of credit support for such Indebtedness, and (z) the Permitted Unsecured Debt and other Unsecured Debt of Borrower approved pursuant to §8.2(h) may have the Unencumbered Pool Assets as an unencumbered borrowing base for such Indebtedness.