Closing Valuation definition

Closing Valuation means the Valuation dated 27 November 2014 and delivered as a condition precedent document pursuant to Clause 4 (Conditions to signing). Code means the US Internal Revenue Code of 1986.

Closing Valuation means $54,000,000.

Closing Valuation means (i) EBITDAR for the twelve (12) month period ended on the Final Measurement Date multiplied by (ii) the Business Valuation Multiple minus (iii) any Debt as of the Final Measurement Date plus (iv) any Cash as of the Final Measurement Date.

Examples of Closing Valuation in a sentence

• For purposes of paragraph 1.1(a), Target's net value shall be (a) the value of the Assets computed as of the close of regular trading on the New York Stock Exchange ("NYSE") on the date of the Closing ("Valuation Time"), using the valuation procedures set forth in its then-current prospectus and statement of additional information ("SAI"), less (b) the amount of the Liabilities as of the Valuation Time.

• In this regard, the parties hereto agree that (i) the Initial Candie's Shares shall be valued at a price per share equal to the closing price of a share of Candie's Common Stock on the Closing Date, and (ii) the Additional Candie's Shares, if any, shall be valued at the Post Closing Valuation Price Per Share.

• For purposes of paragraph 3.1(a), Target's NAV shall be (a) the value of the Assets computed as of the close of regular trading on the New York Stock Exchange ("NYSE") (currently 4:00 p.m., Eastern time) on the date of the Closing ("Valuation Time"), using the valuation procedures set forth in Target's then-current prospectus and statement of additional information, less (b) the amount of the Liabilities as of the Valuation Time.

• Such ad valorem Taxes shall be estimated, apportioned and pro-rated among Seller and Purchaser as of the Closing Date, and the prorated amount due Purchaser shall be credited to the Closing Valuation.

• For purposes of paragraph 1.1(a), Target's net value shall be (a) the value of the Assets computed as of the close of regular trading on the New York Stock Exchange ("NYSE") on the date of the Closing ("Valuation Time"), using the valuation procedures set forth in Trust's then-current prospectus regarding Class I shares and statement of additional information (collectively, "P/SAI"), less (b) the amount of the Liabilities as of the Valuation Time.

• The term "Post Closing Valuation Price Per Share" shall mean the greater of (a) the highest closing sale price of a share of Candie's Common Stock, as reported on the Nasdaq Stock Market, during the Valuation Period, and (b) $6.0625.

• Accordingly, for administrative convenience, BondCo shall withhold from its contribution to Growth Partners (or its designated direct or indirect Subsidiary), and shall not contribute, an amount of CEOC Notes (otherwise subject to contribution as set forth in Section 3.2) with an aggregate value (determined in accordance with the CEOC Notes Closing Valuation Methodology) equal to the Rights FMV (the “CEOC Notes Restoration Amount”).

• Notwithstanding any other provision of this Section 10, in no event shall a person be entitled to indemnification hereunder unless, and only to the extent that, the aggregate amount of all Damages for which such person would otherwise be entitled to indemnification exceeds in the aggregate (when considered together with other persons similarly situated) one percent (1%) of the Closing Valuation.

• In the event the value of the Inventory determined by the Post Closing Valuation described below results in a cost of goods sold less than or equal to 48% of sales for the last completed month prior to the Closing Date, there will be no adjustments made to the Purchase Price as a result of this paragraph.

• Notwithstanding any other provision ----------------------------- of this Section 10, in no event shall a person be entitled to indemnification ---------- hereunder unless, and only to the extent that, the aggregate amount of all Damages for which such person would otherwise be entitled to indemnification exceeds in the aggregate (when considered together with other persons similarly situated) one percent (1%) of the Closing Valuation.

More Definitions of Closing Valuation

Closing Valuation means the amount equal to (A) $88,000,000 plus (B) $2,400,000 representing the net present value of Company net operating losses usable by Parent, plus (C) the Excess Working Capital Amount, if any, minus (D) the Deficient Working Capital Amount, if any, minus (E) the total amount of balance sheet liabilities determined under GAAP related to the Deferred Compensation Plan as of immediately prior to the Effective Time.

Closing Valuation has the meaning set forth in Section 2.02(b).

Closing Valuation has the meaning given in clause 5.1;

Closing Valuation has the meaning set forth in Exhibit C.

Closing Valuation means the average of the following: (i) the product of 1.332 and Company’s revenues from operations (“Revenues”) for fiscal year 2008 as reflected in the Income Statement and (ii) the product of 6.813 and the average of earnings before interest, taxes, depreciation and amortization from Company’s operations (“EBITDA”) for fiscal years 2007, 2008 and 2009. For purposes of the Closing Valuation, EBITDA for fiscal years 2007 and 2009 shall be deemed to be $955,700 and $3,353,500, respectively, and EBITDA for fiscal year 2008 shall be as reflected in the Income Statement.

Closing Valuation means an amount equal to the sum of: Base Purchase Price of $37,500,000.00 minus the Loss of Subscribers Adjustment plus the FTTH Capital Expenditure Adjustment.