Closing Date Net Book Value definition

Closing Date Net Book Value has the meaning assigned to it in Section 3.2(a).

Closing Date Net Book Value is defined in Section 1.2(d)(i).

Closing Date Net Book Value means the amount calculated by subtracting the Assumed Liabilities to the extent included in the liabilities set forth in a balance sheet of the Seller as of the Closing Date from the net book value of the Purchased Assets to the extent included in the assets set forth in the Final Balance Sheet of the Seller as of the Closing Date all determined as provided in Section 2.3 and in accordance with the principles, policies, practices and methodologies set forth on Schedule 2.3 attached hereto.

Examples of Closing Date Net Book Value in a sentence

• The Cash Merger Consideration that otherwise would have been payable on Closing under Section 1.2 has been reduced by the amount of the payments described in this Section 1.2(c), and such payments will reduce the liabilities of the Company as of immediately prior to the Effective Time for purposes of calculating Closing Date Net Book Value.

• To the extent reserved against on the Preliminary Closing Date Balance Sheet, the Sellers shall be responsible for the costs of the Company's auditors in connection with the preparation of the Audited Closing Date Balance Sheet and the calculation of the Audited Closing Date Net Book Value.

• Subject to the terms and conditions of this Agreement, the aggregate price to be paid by the Buyer for the Subject Shares (the "Purchase Price") shall be One Hundred Twenty Three Million Dollars ($123,000,000), plus or minus the difference between the Closing Date Net Book Value (as hereinafter defined) and $39,705,781 (the "Pro Forma Net Book Value").

• The total purchase price for the Shares (the "Purchase Price") shall equal $12,652,930.00, plus the Closing Date Net Book Value Differential.

• Buyer shall review such Closing Date Balance Sheet and provide the Seller with a report on the amount of any requested adjustments to the Closing Date Net Book Value (the "Report") within thirty (30) days following receipt of the Closing Date Balance Sheet from Seller.

More Definitions of Closing Date Net Book Value

Closing Date Net Book Value has the meaning set forth in SECTION 3.3(A).

Closing Date Net Book Value means the excess of the combined assets set forth on the Final Closing Statement of Net Book Value over the combined liabilities set forth on the Final Closing Statement of Net Book Value, determined in accordance with the procedures set forth in SECTION 3.3(B). The amount of any decrease or increase to the Purchase Price pursuant to this SECTION 3.3(A), plus simple interest thereon from and including the Closing Date to but excluding the date of payment at the rate of 8.5% per annum, shall be paid by MCK to Seller (in the case of an increase in the Purchase Price), or by Seller to MCK (in the case of a decrease in the Purchase Price), in either case by wire transfer in immediately available funds within five business days after the Final Closing Statement of Net Book Value is agreed to by Seller and MCK or is determined by the Neutral Auditor in accordance with this SECTION 3.3.

Closing Date Net Book Value means the amount calculated by subtracting the Assumed Liabilities to the extent included in the liabilities set forth in a balance sheet of the Seller as of the Closing Date from the net book value of the Purchased Assets to the extent included in the assets set forth in the Final

Closing Date Net Book Value means the Net Book Value set forth in the Closing Date Balance Sheet, plus an amount equal to the sum of the Transaction and Compensation Expenses.

Closing Date Net Book Value means the amount, as reflected on the Closing Date Balance Sheet, which is equal to Cliffs' total assets less total liabilities, as determined in accordance with CAP as of the close of business on the Closing Effective Date.

Closing Date Net Book Value the amount by which the tangible assets of the Company recorded on the Closing Date Balance Sheet exceed the liabilities of the Company recorded on the Closing Date Balance Sheet.

Closing Date Net Book Value means the excess of total assets over total liabilities shown on the Closing Date Balance Sheet determined in accordance with GAAP consistently applied. Buyer will make the workpapers and back-up materials used in preparing the Closing Date Balance Sheet available to Seller and Seller’s accountants and other representatives at reasonable times and upon reasonable notice during (i) the review by Seller of the Closing Date Balance Sheet and (ii) the resolution by Buyer and Seller of any objections to the Closing Date Balance Sheet.