Closing Book Value definition

Closing Book Value has the meaning set forth in Section 2.2(c).

Closing Book Value means the book value of the Company and the Consolidated Subsidiaries determined on a consolidated basis and in accordance with GAAP as of the close of business on the Closing Date, but subject to the adjustments set forth on the Pro Forma Balance Sheet whether or not such adjustments are consistent with GAAP. For clarification, Closing Book Value shall reflect all pre-Closing operations and activities, including without limitation, those obligations and actions required by Sections 6.6, 6.8 and 6.9 hereof.

Closing Book Value means the Closing Balance Sheet Assets minus the Closing Balance Sheet Liabilities, as reflected on the Final Closing Balance Sheet.

Examples of Closing Book Value in a sentence

• The purchase price for the Outstanding Stock shall be equal to (i) Closing Book Value (ii) less Closing Indebtedness, (iii) less Closing Transaction Expenses and (iv) less any Uncompleted Drydocking Costs (the “Purchase Price”).

• The Closing Book Value of FSB shall not be less than the consolidated stockholders' equity of FSB as of September 30, 2003.

• The Preliminary Closing Balance Sheet and the Estimated Purchase Price shall be accompanied by all relevant backup materials and schedules, in detail reasonably acceptable to the Buyer, including, without limitation, the Seller’s good faith estimate of the Closing Book Value, Closing Indebtedness and Closing Transaction Expenses.

• Assuming that the rate of depreciation was 10% on Reducing Balance Method, determine the Closing Book Value of the Machine as at 31.12.2014.

• The Purchaser shall, in addition to the assumption of the Assumed Liabilities in connection with the sale of the Transferred Assets, pay, at the times and in the manner set forth in this Section 2.3 and, if applicable, in Section 2.7(d), an aggregate purchase price equal to the sum of (i) $468,000,000 plus (ii) the Final Closing Book Value ((i) and (ii), collectively, the “Purchase Price”) in consideration for the Transferred Holding Company Equity Interests and the Transferred Assets.

More Definitions of Closing Book Value

Closing Book Value means the amount of the consolidated stockholders' equity of Sobieski, as of the end of the month immediately preceding the Closing Date determined in accordance with GAAP (except that for purposes of this computation, the Excluded Assets described in Section 2.02(c)(i) shall be deemed to have a book value, net of reserves, of $7,586,741), plus the amount of any decrease in the consolidated stockholders' equity of Sobieski resulting from or attributable to expenses of this Agreement and the Transactions.

Closing Book Value means the amount by which the Net Book Value of the Purchased Assets included on the Closing Balance Sheet exceeds the Assumed Liabilities.

Closing Book Value means the total stockholders’ equity of St. Joseph as of the end of the month preceding the month in which the Closing Date occurs, determined in accordance with GAAP, except that, in determining total stockholders’ equity, (a) stockholders’ equity shall not include transaction-related adjustments recorded after September 30, 2006 (transaction-related adjustments (i) include, but are not limited to, the expenses, including attorneys fees, associated with the negotiation of the terms of the Merger, the preparation, execution and delivery of this Agreement and the Proxy Statement, the obtaining of shareholder approvals and regulatory approvals, investment banking fees, the termination fee for the data processing agreement with FiServ Solutions, Inc., the increase in equity from the option exercise, and purchase accounting adjustments (including fair market value adjustments) to the assets and liabilities of St. Joseph, and (ii) exclude salaries to St. Joseph employees or other allocations of internal overhead for services performed for St. Joseph in connection with the Merger), and (b) total stockholders’ equity shall not include accumulated other comprehensive income (loss).

Closing Book Value means 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 means an amount equal to $9,234,935.

Closing Book Value means the amount obtained by subtracting the total liabilities of the Companies, as set forth in the Final Closing Balance Sheet, from the total assets of the Companies, as set forth in the Final Closing Balance Sheet, and (iii) the term "Target Book Value" shall mean $4,500,000 minus any Tax Distribution Amount (as defined in Section 4.09). If the Target Book Value exceeds the Closing Book Value, the amount of such excess shall be the "True-up Payment." If the True-up Payment is greater than zero, the amount thereof shall be paid by Sellers to the Companies in accordance with the provisions of paragraph (e) of this Section 1.04.

Closing Book Value means 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.