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 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 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

Examples of Closing Date Book Value in a sentence

  • Notwithstanding the foregoing, Seller shall not be responsible for any Tax under this Section 9.01(b) to the extent the liability for such Tax was taken into account in the calculation of Closing Date Book Value as finally determined under Section 1.04 of this Agreement.

  • In the event that the Closing Date Book Value is less than the Unadjusted Merger Consideration, then Alleghany shall pay to HTI Acquisition an amount equal to the difference.

  • 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.

  • In the event the Closing Date Book Value is greater than the book value of the applicable Seller’s investment in WIC on October 1, 2005 (“Initial Book Value”) then the applicable Purchaser will promptly pay to the applicable Seller the difference between the Closing Date Book Value and the Initial Book Value.

  • The Closing Date Book Value shall be calculated in accordance with the Applicable Accounting Principles.

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

  • 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.

  • In the event the applicable Seller’s Initial Book Value is greater than its Closing Date Book Value, then such Seller shall promptly pay to the applicable Purchaser the difference between the Initial Book Value and the Closing Date Book Value.

  • The Members shall be entitled to any refunds or credits of or against any taxes, interest and penalties attributable to any taxable period ending on or prior to the Closing Date, including the pre-closing portion (as allocable pursuant to the Section 7.02(b)) of any Straddle Period to the extent such amounts exceed Taxes payable on the Final Closing Date Book Value.

  • Within 45 days after the end of the calendar quarter containing the Closing Date, Purchaser shall prepare and deliver to Seller a statement in the form attached to Section 1.04(j) of the Company Disclosure Letter as Exhibit C (the “Closing Date Statement”) setting forth in reasonable detail (i) Purchaser’s calculation of the Closing Date Book Value, (ii) a calculation of the Purchase Price based thereon, and (iii) a calculation of the difference between the Estimated Payment Amount and the Purchase Price.


More Definitions of Closing Date Book Value

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
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 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 2.7.

  • 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 Borrowers for the 3 year period following the Closing Date (on a year by year basis, and 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.

  • Estimated Closing Date Net Working Capital has the meaning set forth in Section 2.3(a)(i).

  • Closing Date Net Working Capital shall have the meaning set forth in Section 2.03(c).

  • 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 set forth in Section 2.4(a).

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

  • Preliminary Closing Balance Sheet has the meaning set forth in Section 2.2(b) below.

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

  • Closing Date Financial Statements has the meaning set forth in Section 2.3(a)(i).

  • 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 of the Company as of immediately prior to the Closing.

  • Closing Date Term Loans means the Term Loans made by the Term Lenders on the Closing Date to the Borrower pursuant to Section 2.01(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(h).

  • 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).