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.

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.

Examples of Closing Date Book Value in a sentence

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 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.
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.
For example, should the amount of the Closing Date Book Value in dispute total in amount to $1,000 and the Independent Accounting Firm awards $600 in favor of Seller's position, 60% of the costs of its review would be borne by Purchaser, and 40% of the costs of its review would be borne by Seller.
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.
To the extent any Liability is reflected as a liability on the Audited Closing Balance Sheet and taken into account in the calculation of the Closing Date Book Value, no Buyer Indemnitee shall be entitled to indemnification or other payment for such Liability under Section 9.1(a) or Section 9.2.
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.
The calculation of Closing Date Book Value shall not take into account any tax assets resulting from an FAS 109 computation or from any account receivable relating to taxes or a similar item.
The determination of the Auditor shall be final and binding on Parent, the Member Representative and each of the Members and the Closing Date Book Value as finally determined by the Auditor pursuant to this Section 1.14(f)(i) shall be the Final Closing Date Book Value for all purposes of this Agreement.
Notwithstanding anything to the contrary that may be contained herein, if the Closing Date Book Value shall exceed $1,890,000 the Fixed Price shall not be increased by the amount of any such excess.

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).

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.

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.