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 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.
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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.
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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 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.

  • 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.

  • 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.

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

  • Notwithstanding any other provision of this Agreement to the contrary, no Purchaser Indemnitee shall be entitled to indemnification under this Article VIII or Article IX for any Losses or Tax Losses to the extent such Losses or Tax Losses are reflected, provided for or reserved against in 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.

  • 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.

  • 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.


More Definitions of Closing Date Book Value

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.
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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).
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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.
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Related to Closing Date Book Value

  • Closing Date Balance Sheet is defined in Section 3.1.

  • 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.

  • Closing Date Net Working Capital has the meaning set forth in Section 2.7(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).

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

  • Book Value means, with respect to any Company asset, the adjusted basis of such asset for federal income tax purposes, except as follows:

  • 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 means with respect to any Inventory of a Loan Party at the time of any determination thereof, the standard cost determined on a first in first out basis and carried on the general ledger or inventory system of such Loan Party stated on a basis consistent with its current and historical accounting practices, in Dollars, determined in accordance with the standard cost method of accounting less, without duplication, (i) any markup on Inventory from an Affiliate and (ii) in the event variances under the standard cost method are expensed, a Reserve reasonably determined by the Agent as appropriate in order to adjust the standard cost of Eligible Inventory to approximate actual cost.

  • 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 has the meaning set forth in Section 2.2.

  • 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.