Estimated Net Book Value Sample Clauses

Estimated Net Book Value. (w) total assets of the Target Businesses less (x) total liabilities of the Target Businesses, in each case, as set forth on the Initial Balance Sheet (with such changes as may be agreed upon by Buyer and Seller pursuant to Section 1.5.2(a), if any).
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Estimated Net Book Value. The net book value of the tangible, realizable assets of the Company less Company Aggregate Obligations as estimated by Parent in its good faith five days prior to the Closing Date shall not be less than negative $1,500,000.
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Estimated Net Book Value. The Estimated Net Book Value shall be equal to or greater than $2,100,000.
Sample 1
Estimated Net Book Value. Prior to the Closing, the Company will prepare an estimate of the Closing Date Net Book Value (as defined in Section 2.6(c)) of the Company, which estimate will be based on the interim financial statements of the Company as of the end of the accounting period next preceding the Closing Date (the "Estimated Net Book Value"). The Company shall deliver the estimate to the Buyer for Buyer's approval. The difference (positive or negative) between the Estimated Net Book Value and the Base Net Book Value is referred to herein as the "Estimated Net Book Value Adjustment."
Sample 1
Estimated Net Book Value. Prior to the Closing, the parties jointly will prepare an estimate of the Closing Date Net Book Value (as defined in Section 2.3(c)) of the Company, which estimate will be based on the interim financial statements of the Company as of the month end next preceding the Closing Date (the "Estimated Net Book Value"). The difference (positive or negative) between the Estimated Net Book Value and the Pro Forma Net Book Value is referred to herein as the "Estimated Net Book Value Adjustment."
Sample 1
Estimated Net Book Value. The Company shall have delivered to Acquiror the Estimated Closing Balance Sheet.
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Estimated Net Book Value. (a) If the Closing Date is on or before November 15, 2002, the estimated net book value of Company shall be determined as of October 31, 2002, utilizing the accounting principles and line items used in the preparation of the Reference Balance Sheet. Parent shall deliver to Purchaser no later than November 6, 2002, its estimate of the Company's net book value as of October 31, 2002, which estimate shall be in reasonable detail, in a format comparable to the Reference Balance Sheet and shall be signed by the President of Company. (b) If the Closing Date is after November 15, 2002, the estimated net book value of Company shall be determined as of the second day business day prior to the Closing Date utilizing the accounting principles and line items used in the preparation of the Reference Balance
Sample 1
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Estimated Net Book Value. The Estimated Net Book Value set forth on the Pre-Closing Certificate shall be at least $2,276,271.
Sample 1

Related to Estimated Net Book Value

  • Book Value The value of an asset on the books of the Company, before allowance for depreciation or amortization.

  • Consolidated Net Worth The Company will not at any time permit Consolidated Net Worth to be less than the sum at such time of (a) US$4,500,000,000 and (b) commencing with the fiscal quarter beginning on January 1, 2007, 50% of the Company’s Consolidated Net Income for each fiscal quarter of the Company for which Consolidated Net Income is positive and for which financial statements shall have been delivered under Section 5.01(a) or (b).”

  • Minimum Consolidated Net Worth The Borrower will not permit its Consolidated Net Worth at any time to be less than the sum of (i) $250,000,000 plus (ii) thirty percent (30%) of the sum of the Consolidated Net Income of the Borrower (with any consolidated net loss during any fiscal quarter counting as zero) for each fiscal quarter of the Borrower commencing with the fiscal quarter of the Borrower ending June 30, 1997.

  • Adjusted Tangible Net Worth On the Effective Date, Seller’s Adjusted Tangible Net Worth is not less than the amount set forth in Section 2.1 of the Pricing Side Letter.

  • Consolidated Tangible Net Worth The net worth of Seller and its consolidated subsidiaries, on a combined basis, determined in accordance with GAAP, minus (ii) all intangibles determined in accordance with GAAP (including goodwill, capitalized financing costs and capitalized administration costs but excluding originated and purchased mortgage servicing rights or retained residual securities) and any and all advances to, investments in and receivables held from affiliates; provided, however, that the non-cash effect (gain or loss) of any xxxx-to-market adjustments made directly to stockholders’ equity for fluctuation of the value of financial instruments as mandated under the Statement of Financial Accounting Standards No. 133 (or any successor statement) shall be excluded from the calculation of Consolidated Tangible Net Worth.

  • Gross Asset Value The term "Gross Asset Value" means, with respect to any asset, the asset's adjusted basis for federal income tax purposes, except as follows:

  • Net Asset Value The net asset value of each outstanding Share of the Trust shall be determined at such time or times on such days as the Trustees may determine, in accordance with the 1940 Act. The method of determination of net asset value shall be determined by the Trustees and shall be as set forth in the Prospectus or as may otherwise be determined by the Trustees. The power and duty to make the net asset value calculations may be delegated by the Trustees and shall be as generally set forth in the Prospectus or as may otherwise be determined by the Trustees.

  • Appraised Value If an Objecting Party objects in writing to the Initial Valuation within ten (10) days after its receipt of the Valuation Notice, the Objecting Party, within fourteen (14) days from the date of such written objection, shall engage an Independent Appraiser (the “First Appraiser”) to determine within thirty (30) days of such engagement the Fair Market Value of the Partnership Interests (the “First Appraised Value”). The cost of the First Appraiser shall be borne by the Objecting Party. If the First Appraised Value is at least eighty percent (80%) of the Initial Value and less than or equal to one hundred twenty percent (120%) of the Initial Value, then the Purchase Price shall be the average of the Initial Value and the First Appraised Value. If the First Appraised Value is less than eighty percent (80%) of the Initial Value or more than one hundred twenty percent (120%) of the Initial Value, then the Partnership and the Objecting Party shall, within fourteen (14) days from the date of the First Appraised Value, mutually agree on and engage a second Independent Appraiser (the “Final Appraiser”). The cost of the Final Appraiser shall be borne equally by the Partnership and the Objecting Party. The Final Appraiser shall determine within thirty (30) days after its engagement the Fair Market Value of the Partnership Interests, but if such determination is less than the lesser of the Initial Value and the First Appraised Value then the lesser of the Initial Value and the First Appraised value shall be the value or if such determination is greater than the greater of the Initial Value and the First Appraised Value then the greater of the Initial Value and the First Appraised Value shall be the value (the “Final Valuation”). The Purchase Price shall be equal to the Final Valuation and shall be final and binding upon the parties to this Agreement for purposes of the subject transaction.

  • Consolidated Net Income The consolidated net income of the Borrowers after deduction of all expenses, taxes, and other proper charges, determined in accordance with GAAP.

  • Minimum Consolidated Tangible Net Worth Borrower shall not permit Consolidated Tangible Net Worth to be less than $600,000,000 plus eighty-five percent (85%) of the Net Proceeds of any Equity Issuance received after the Agreement Execution Date.

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