Initial Allocation of Net Current Assets Sample Clauses

Initial Allocation of Net Current Assets. Seller and Primary Purchaser acknowledge and agree that the current assets of a Partnership Entity allocable to any period, or accrued, prior to the Closing Date (the “Current Assets”) are credited and accrue to Seller and that the current liabilities of such Partnership Entity allocable to any period, or accrued or incurred, prior to the Closing Date (the “Current Liabilities”) are deemed to be the obligation of Seller. Seller and Primary Purchaser acknowledge that Current Assets and Current Liabilities of a Partnership Entity consist only of cash items or require cash settlement and do not consist of non-cash items, such as straight line rent adjustments and deferred financing costs. For purposes of this Section 7.1, the excess of Current Assets over the Current Liabilities, after making the adjustments described below, shall constitute the “Net Current Assets” of a Partnership Entity (which may be negative if Current Liabilities and other downward adjustments provided for herein of, or with respect to, such Partnership Entity exceed Current Assets and other upward adjustments provided for herein of, or with respect to, such Partnership
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Initial Allocation of Net Current Assets. Seller and Primary Purchaser acknowledge and agree that the current assets of a Partnership Entity allocable to any period, or accrued, prior to the Closing Date (the “Current Assets”) are credited and accrue to Seller and that the current liabilities of such Partnership Entity allocable to any period, or accrued or incurred, prior to the Closing Date (the “Current Liabilities”) are deemed to be the obligation of Seller. Seller and Primary Purchaser acknowledge that Current Assets and Current Liabilities of a Partnership Entity consist only of cash items or require cash settlement and do not consist of non-cash items, such as straight line rent adjustments and deferred financing costs. For purposes of this Section 7.1, the excess of Current Assets over the Current Liabilities, after making the adjustments described below, shall constitute the “Net Current Assets” of a Partnership Entity (which may be negative if Current Liabilities and other downward adjustments provided for herein of, or with respect to, such Partnership Entity exceed Current Assets and other upward adjustments provided for herein of, or with respect to, such Partnership Entity). At least five (5) business days prior to the Closing Date, Seller shall, in good faith and in consultation with Primary Purchaser, prepare and deliver to Primary Purchaser a statement (each, a “Preliminary Net Current Assets Statement”) that shall set forth an estimate of Net Current Assets of each Partnership Entity as of the day before the Closing Date (the “Proration Date”), together with supporting documentation. With respect to each Partnership Entity, the Preliminary Net Current Assets Statement and the Final Net Current Assets Statement shall be prepared in accordance with this Section 7.1 and, except as otherwise provided herein, in accordance with GAAP.
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Related to Initial Allocation of Net Current Assets

  • 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.

  • Timing and Amount of Allocations of Net Income and Net Loss Net Income and Net Loss of the Partnership shall be determined and allocated with respect to each Partnership Year of the Partnership as of the end of each such year. Subject to the other provisions of this Article 6, an allocation to a Partner of a share of Net Income or Net Loss shall be treated as an allocation of the same share of each item of income, gain, loss or deduction that is taken into account in computing Net Income or Net Loss.

  • 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 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.