Closing Date Book Value definition

Closing Date Book Value has the meaning set forth in Section 3.2(C).
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Closing Date Book Value means an amount equal to (a) the aggregate value of the assets of the Company and its Subsidiaries set forth on the Closing Date Balance Sheet minus (b) the aggregate value of the liabilities of the Company and its Subsidiaries set forth on the Closing Date Balance Sheet (which liabilities shall include all Debt of the Company and its Subsidiaries); which for purposes of clarity, shall be calculated after the payment of the Pre-Closing Dividend.
Sample 1
Closing Date Book Value is equal to the Book Value of NAIH plus the Book Value of RAH, each as at December 31, 2010, provided that the Book Values as of December 31, 2010 shall be calculated by taking into account any and all reductions to Tax attributes of the Acquired Companies arising directly from the sale of the Acquired Companies to Buyer (regardless of whether such reductions occur before or after December 31, 2010), such reductions to be set forth on a schedule to be prepared by Seller (the “Seller Reduction Schedule”), and will take into account any elections to be made by Seller in its discretion in accordance with Treasury Regulation Section 1.1502-36(d)(6). Buyer and Seller shall cooperate in good faith to promptly resolve any items on the Seller Reduction Schedule disputed by Buyer, and if Buyer and Seller cannot resolve their disagreement within two (2) Business Days following delivery of the Seller Reduction Schedule, Buyer and Seller shall within one (1) Business Day thereafter submit the necessary information to the Independent Accounting Firm to resolve the dispute regarding solely the disputed items on the Seller Reduction Schedule. The determination of the Independent Accounting Firm shall be made no later than three (3) Business Days following submission of information to the Independent Accounting Firm and shall be final and binding on the parties.
Sample 1

Examples of Closing Date Book Value in a sentence

  • Moreover, Plaintiffs have not alleged that the Closing Date Book Value was ever determined.

  • In the event that the Final Book Value is in excess of the Closing Date Book Value, then such amount shall be added to the Principal of the Note as set forth in Paragraph 2.2. (Id. § 1.2(c).) Therefore, determination of both the Closing Date Book Value and the Final Book Value was a condition precedent to any reduction or addition to the Principal of the Note.As discussed above, Plaintiffs admit that the closing never occurred, and, accordingly, the Final Book Value could not be determined.

  • Per section 1.2(b) of the SPA: To determine the Closing Date Book Value, prior to the Closing, the Seller’s accountant and Buyers on a basis consistent with each Company’s factory statements attached hereto as Schedule 1.2(b), shall make a determination as to the Closing Date Book Value.

  • Within ninety (90) days after the Closing Date, Parent shall prepare and deliver to the Representative a statement setting forth its calculation of the Transaction Expenses, the Closing Date Book Value and the Post-Closing Adjustment, which statement shall include the Closing Date Balance Sheet (collectively, the “ Post-Closing Statement”).

  • In any event, the costs and expenses of reviewing the Closing Date Book Value Statement and the Closing Date Book Value (other than those incurred by the Auditor which shall be dealt with pursuant to the provisions of this Section 1.14(f)(ii)) shall be borne by the party incurring such costs and expenses.

  • Thus, we also recommend support of efforts to expand local area magnet schools, STEM and charter schools with a particular emphasis on math, science and the arts.The economic impact in the higher education segment in Tyler is dramatically lower than at a major research university where the economic impact can be as high as $100,000 per student.

  • Per section 1.2(b) of the SPA:To determine the Closing Date Book Value, prior to the Closing, the Seller’s accountant and Buyers on a basis consistent with each Company’s factory statements attached hereto as Schedule 1.2(b), shall make a determination as to the Closing Date Book Value.

  • A student is domiciled in the school district when he or she is living with a parent or legal guardian whose permanent home is located within the school district.

  • In Section IV, “Foreign Ownership or Control,” of the May 12, 2011, submittal, the licensees state that: [E]xelon’s acquisition of CEG will not result in CENG or the Licensees being owned, controlled, or dominated by an alien, foreign corporation, or foreign government within the meaning of Sections 103d or 104d of the Atomic Energy Act, or the licensee eligibility requirements of 10 CFR 50.38.

  • The affordable rents to be charged are set out in the Council’s Affordable Rent Policy, adopted by the Council’s Housebuilding Cabinet Committee in July 2013, and will be a percentage of the market rent for that property type in the area.


More Definitions of Closing Date Book Value

Closing Date Book Value means the Closing Date Book Value as defined in, and as calculated in accordance with, the Applicable Accounting Principles and Exhibit C of Section 1.04(j) of the Company Disclosure Letter and as finally determined in accordance with Section 1.04 (which amount, for the avoidance of doubt, shall not include the Solutions Entity Excess Amount).
Sample 1
Closing Date Book Value means the book value of the Base Assets minus the book value of the Assumed Liabilities determined as of the Closing Date in accordance with generally accepted accounting principles, consistently applied with the balance sheet attached as Schedule 4.7.
Sample 1
Closing Date Book Value has the meaning set forth in Section 2.7(a). The Closing Date Book Value shall be calculated in the same manner as the Target Net Book Value.
Sample 1

Related to Closing Date Book Value

  • Closing Date Balance Sheet has the meaning specified in Section 2.3(b).

  • Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.

  • Closing Date Business Plan means the set of Projections of Borrower for the 1 year period following the Closing Date (on a month by month basis), in form and substance (including as to scope and underlying assumptions) satisfactory to Agent.

  • Closing Date Net Working Capital has the meaning specified in Section 3.4(a).

  • Closing Date Cash has the meaning specified in Section 3.4(a).

  • Closing Date Working Capital has the meaning specified in Section 2.3(b).

  • Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).

  • Final Closing Balance Sheet shall have the meaning set forth in Section 2.3(e).

  • Closing Date Term Loan has the meaning specified in Section 2.01(a).

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

  • Preliminary Closing Balance Sheet shall have the meaning set forth in Section 2.3(c)(i).

  • Closing Balance Sheet has the meaning set forth in Section 2.4(a).

  • Book Value means, with respect to any Asset and any Liability Assumed, the dollar amount thereof stated on the Accounting Records of the Failed Bank. The Book Value of any item shall be determined as of Bank Closing after adjustments made by the Receiver for differences in accounts, suspense items, unposted debits and credits, and other similar adjustments or corrections and for setoffs, whether voluntary or involuntary. The Book Value of a Subsidiary of the Failed Bank acquired by the Assuming Institution shall be determined from the investment in subsidiary and related accounts on the "bank only" (unconsolidated) balance sheet of the Failed Bank based on the equity method of accounting. Without limiting the generality of the foregoing, (i) the Book Value of a Liability Assumed shall include all accrued and unpaid interest thereon as of Bank Closing, and (ii) the Book Value of a Loan shall reflect adjustments for earned interest, or unearned interest (as it relates to the "rule of 78s" or add-on- interest loans, as applicable), if any, as of Bank Closing, adjustments for the portion of earned or unearned loan-related credit life and/or disability insurance premiums, if any, attributable to the Failed Bank as of Bank Closing, and adjustments for Failed Bank Advances, if any, in each case as determined for financial reporting purposes. The Book Value of an Asset shall not include any adjustment for loan premiums, discounts or any related deferred income, fees or expenses, or general or specific reserves on the Accounting Records of the Failed Bank. For Shared-Loss Securities, Book Value means the value of the security provided in the Information Package.

  • Closing Date Indebtedness means the aggregate amount of Indebtedness, determined as of and immediately prior to the Closing.

  • Closing Date Term Loans as defined in Section 2.1.

  • Gross Book Value means, at any time, the book value of the assets of the REIT, as shown on its then most recent balance sheet, plus the amount of accumulated depreciation shown thereon.

  • Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).

  • Closing Date Mortgaged Property as defined in Section 3.1(i).

  • Closing Date Payment has the meaning set forth in Section 2.04(a)(i).

  • Closing Date Acquisition shall have the meaning assigned to such term in the recitals hereto.

  • Inventory Value has the meaning set forth in Section 2.1.

  • Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Final Closing Date shall have the meaning specified in Section 7.2(a) hereof.

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).