Closing Book Value Clause Samples
The Closing Book Value clause defines the value of a company's assets, liabilities, or equity as determined at the closing date of a transaction. Typically, this value is calculated based on the company's financial statements prepared as of the closing, often subject to agreed-upon accounting principles or adjustments. This clause is essential for determining final purchase price adjustments, ensuring both parties have a clear and objective basis for settling the transaction and addressing any discrepancies in value at closing.
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Closing Book Value. Immediately prior to the Closing, the total stockholders' equity account determined in accordance with generally accepted accounting principles on a basis consistent with the Company Financial Statements, of the Company shall not be less than $13.5 million, as reasonably determined by First Federal's independent public accountant, in consultation with the Company's independent public accountant; provided, however, that for purposes of calculating total stockholders' equity, the Company's expense associated with the severance payments due under the employment agreements between Mid-Iowa and ▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇ dated as of October 19, 1992, will not be counted.
Closing Book Value. The Closing Book Value of FSB shall not be less than the consolidated stockholders' equity of FSB as of September 30, 2003. As used in the preceding sentence, the term "Closing Book Value" shall mean the amount of the consolidated stockholders' equity of FSB, as of the end of the month immediately preceding the Closing Date, determined in accordance with generally accepted accounting principles, plus (i) the amount of any decrease in the consolidated stockholders' equity of FSB resulting from or attributable to expenses of the Company Merger or the Subsidiary Merger, plus (ii) any reduction of consolidated stockholders' equity theretofore recorded solely as a result of accruals, reserves or charges taken by FSB at the request of Lincoln pursuant to Section 6.12 hereof, plus (iii) any reduction of consolidated stockholders' equity as a result of the actions taken pursuant to Section 301(e).
Closing Book Value. The Closing Book Value of Liberty at the end of the month prior to the Effective Date (including any reduction required as a result of the payment of accrued benefits under the Defined Benefit Plan as provided in Section 4.10 hereof, and any reduction required as a result of reasonable expenses relating to the Merger Conversion) shall not be less than $500,000. As used in the preceding sentence, the term “Closing Book Value” shall mean the amount of the members’ equity of Liberty as of the end of the month immediately preceding the Effective Date, determined in accordance with GAAP.
Closing Book Value. The Closing Book Value of Sobieski shall not be less than $3.5 million (assuming for purposes of this computation that the Excluded Assets described in Section 2.02(c)(i) have a book value, net of reserves, of $7,586,741).
Closing Book Value. Closing Book Value" (whether or not positive) means (a) the net book value, on a combined basis, of the Assets, excluding the Excluded Assets, minus the Continuing Liabilities at the Closing, as determined in accordance with generally accepted accounting principles, applied on a consistent basis ("GAAP"), MINUS (b) the recorded value of any goodwill or (except as noted above in this Section 1.4.
Closing Book Value. The Closing Book Value (as defined below) of MCB at the end of the month prior to the Effective Time of the Company Merger (excluding any reduction which might occur as a result of payments made by MCB to Hovde Financial, LLC pursuant to the terms of the agreement attached t▇ ▇▇▇tion 4.21 of the Disclosure Schedule and any reduction which might occur as a result of reasonable expenses or restructuring charges relating to the Mergers) shall not be less than $15,342,000. As used in the preceding sentence, the term "Closing Book Value" shall mean the amount of the shareholders' equity of MCB as of the end of the month immediately preceding the Effective Time of the Company Merger, determined in accordance with accounting principles generally accepted in the United States, less the amount of any increase in the shareholders' equity of MCB resulting from or attributable to the sale of securities held on and sold after the date of this Agreement or any transactions or accounting adjustments not in the ordinary course of business effected or completed after the date of this Agreement. Notwithstanding anything to the contrary in the foregoing, if the condition in this
Closing Book Value. The Closing Book Value of CBI shall not be less than the consolidated stockholders’ equity of CBI as of September 30, 2004. As used in the preceding sentence, the term “Closing Book Value” shall mean the amount of the consolidated stockholders’ equity of CBI, as of the end of the month immediately preceding the Effective Date, determined in accordance with generally accepted accounting principles, plus (i) the amount of any decrease in the consolidated stockholders’ equity of CBI resulting from or attributable to expenses of the Company Merger or the Subsidiary Merger or any expense, charge, or pay-out arising from any of the transactions or actions contemplated by this Agreement, plus (ii) any reduction of consolidated stockholders’ equity theretofore recorded solely as a result of accruals, reserves or charges taken by CBI at the request of CHC pursuant to Section 6.12 hereof; provided that any change in the value of CBI’s intangible assets and any increase or decrease in the value of CBI’s securities portfolio since September 30, 2004, shall be excluded from the Closing Book Value calculations at the Effective Date.
Closing Book Value. Immediately prior to ------------------ the Closing, the total stockholders' equity account determined in accordance with generally accepted accounting principles on a basis consistent with the Seller Financial Statements, of Seller shall be not less than $6,500,000, as reasonably determined by Buyer's independent public accountant, in consultation with Seller's independent public accountant; provided, however, that for purposes of calculating total stockholders' equity, the Seller's expenses associated with the payout of severance payments to Seller's employees as a result of the Merger will not be counted.
Closing Book Value. The Closing Book Value of Dupont at the end of the month prior to the Closing Date (excluding any reduction which might occur as a result of reasonable expenses relating to the Merger) and excluding any accruals, reserves or charges taken by Dupont at the request of River under Section 4.15, shall not be less than $7,332,000 less the aggregate amount of Dupont's and Citizens' expenses incurred in connection with this Agreement and the consummation of the transactions contemplated hereby, including any payments, allocations, charges, accruals or expenses requested by RVB or River (the "Target Transaction Expenses"). As used in the preceding sentence, the term “Closing Book Value” shall mean the amount of the shareholders’ equity of Dupont as of the end of the month immediately preceding the Closing Date, determined in accordance with GAAP. Notwithstanding anything to the contrary in the foregoing, if the condition in this Section 5.3(g) is not met, RVB and River shall still be obligated to proceed with the Merger (assuming all other conditions precedent to such obligation are satisfied), if the aggregate Merger Consideration is reduced by the amount by which the Closing Book Value (as defined above) falls below $7,332,000 less the Target Transaction Expenses.
Closing Book Value. “Closing Book Value” means the Company’s Net Worth at the Closing Date (whether or not positive), as determined in accordance with GAAP. In determining Closing Book Value, the operation of the Business and the income and normal operating expenses attributable thereto through the Closing Date shall be reflected in the Closing Book Value as of the end of the Closing Date. Revenues and expenses for services rendered or services received both before and after the Closing Date, Taxes, power and utilities charges, bonuses, wages, rents and similar prepaid and deferred items shall be prorated as of the Effective Time and so reflected in the Closing Book Value in accordance with GAAP.