Reference Net Assets definition

Reference Net Assets shall have the meaning set forth in Schedule 2.02.
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Reference Net Assets means a net asset of $195 million.
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Reference Net Assets means $50,000,000.
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Examples of Reference Net Assets in a sentence

  • Within sixty (60) days after the Closing Date, Seller shall prepare and deliver to Buyer a statement (the “Statement”), setting forth the Reference Net Assets as of the close of business on the Closing Date (the “Closing Reference Net Assets”) determined in accordance with the methodologies, procedures and adjustments used in the preparation of the Reference Net Assets (including GAAP and SEC rules and regulations consistently applied) as set forth in Schedule 2.02.

  • The Parties acknowledge that (A) the purpose of the determination of the Closing Reference Net Assets is to adjust the Purchase Price so as to reflect the change in Reference Net Assets from December 31, 2005 to the Closing Date; and (B) such change is to be measured on a totally consistent basis so that the calculation is to be done using the same accounting principles, practices, methodologies and policies used by Seller in the preparation of the Reference Net Assets.

  • After final determination of the Closing Reference Net Assets, neither Seller nor Buyer shall have any further right to make any claims against each other in respect of any post- Closing Purchase Price adjustments hereunder.

  • The Purchase Price shall be: (i) increased by the amount by which the Closing Reference Net Assets exceed the Reference Net Assets or (ii) decreased by the amount by which the Closing Reference Net Assets are less than the Reference Net Assets (the amount of any such increase or decrease being hereinafter called the “Post-Closing Adjustment Amount”).

  • If the amount of Final Net Assets less the amount of Reference Net Assets is a positive amount (the “Positive Adjustment”), then Additional Excluded Accounts Receivable in an amount equal in value to the Positive Adjustment shall be deemed to be Excluded Assets pursuant to Section 1.2(q).

  • The Purchase Price shall be increased by the amount by which Closing Net Assets exceed €126,865,000 (the "Reference Net Assets"), and the Purchase Price shall be decreased by the amount by which Closing Net Assets are less than the Reference Net Assets (the Purchase Price, as so increased or decreased, being hereinafter called the "Adjusted Purchase Price").

  • The Purchase Price shall be increased by the amount by which Closing Net Assets exceed $103,676,000 (the "Reference Net Assets"), and the Purchase Price shall be decreased by the amount by which Closing Net Assets are less than the Reference Net Assets (the Purchase Price as so increased or decreased being hereinafter called the "Adjusted Purchase Price").

  • The Purchase Price shall be increased (or decreased), if at all, by the amount the Net Assets exceed (or are less than) $200,000 (the "Reference Net Assets") (any such increase or decrease being hereinafter referred to as, the "Closing Adjustment").

  • The Purchase Price shall be increased by the amount by which the Closing Net Assets exceed $7,379,438.35 (the “Reference Net Assets”), which is the amount shown as “Equity” in the Reference Statement, and the Purchase Price shall be decreased by the amount by which the Closing Net Assets are less than the Reference Net Assets (the amount of any such increase or decrease being hereinafter called the “Post-Closing Adjustment Amount”).

  • The Purchase Price shall be increased by the amount by which Closing Net Assets exceed (euro)126,865,000 (the "REFERENCE NET ASSETS"), and the Purchase Price shall be decreased by the amount by which Closing Net Assets are less than the Reference Net Assets (the Purchase Price, as so increased or decreased, being hereinafter called the "ADJUSTED PURCHASE PRICE").


More Definitions of Reference Net Assets

Reference Net Assets means $1,371,423,000.
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Reference Net Assets means U.S.$15,187,037, representing the excess of (i) the sum of (A) the Purchased Assets of Seller, (B) the assets and properties of the Company and (C) the Purchased Assets of PB Energy, over (ii) the sum of (A) the Assumed Liabilities of Seller, (B) the assumed liabilities of the Company and (C) the Assumed Liabilities of PB Energy, in each of the foregoing cases as of the date of and as shown on the Reference Balance Sheet, as reflected on the Reference Balance Sheet and as calculated in accordance with the Accounting Principles.
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Reference Net Assets means the amount identified as "Assets in Excess of Liabilities" recorded on the audited statement of assets and liabilities of the Business as of March 25, 1995 which is set forth in Schedule 4.4(a)(1) (the "REFERENCE STATEMENT OF ASSETS AND LIABILITIES"). It is agreed that the Reference Statement of Assets and Liabilities does not reflect the items set forth on Schedule 2.2(a) which are recorded on the audited balance sheet dated December 24, 1994 set forth in Schedule 4.4(a)(1). The Purchase Price as adjusted pursuant to this
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Related to Reference Net Assets

  • 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.

  • Average Net Assets means the average of all of the determinations of the Fund’s net asset value at the close of business on each business day during each month while this Contract is in effect. The fee is payable for each month within 15 days after the close of the month. The fees payable by the Fund to the Manager pursuant to this Section 3 will be reduced by any commissions, fees, brokerage or similar payments received by the Manager or any affiliated person of the Manager in connection with the purchase and sale of portfolio investments of the Fund, less any direct expenses approved by the Trustees incurred by the Manager or any affiliated person of the Manager in connection with obtaining such payments. In the event that expenses of the Fund for any fiscal year exceed the expense limitation on investment company expenses imposed by any statute or regulatory authority of any jurisdiction in which shares of the Fund are qualified for offer or sale, the compensation due the Manager for such fiscal year will be reduced by the amount of excess by a reduction or refund thereof. In the event that the expenses of the Fund exceed any expense limitation which the Manager may, by written notice to the Fund, voluntarily declare to be effective subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager will be reduced, and if necessary, the Manager will assume expenses of the Fund, to the extent required by the terms and conditions of such expense limitation. If the Manager serves for less than the whole of a month, the foregoing compensation will be prorated.

  • Net Assets sale," "sell" and "security" shall have the same meanings as such terms have in the 1940 Act, subject to such exemption as may be granted by the SEC by any rule, regulation or order. Where the effect of a requirement of the federal securities laws reflected in any provision of this Agreement is made less restrictive by a rule, regulation or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order. This Agreement may be signed in counterpart.

  • 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.

  • 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).