Estimated Closing Book Value definition

Estimated Closing Book Value shall have the meaning set forth in Section 2.15(a).
Sample 1
Estimated Closing Book Value means the Closing Book Value reflected on the Estimated Closing Balance Sheet.
Sample 1Sample 2Sample 3
Estimated Closing Book Value the consolidated and combined equity of the Combined Business on the Closing Date as set forth on the Estimated Closing Balance Sheet.
Sample 1Sample 2

Examples of Estimated Closing Book Value in a sentence

  • The amount payable at the Closing shall be equal to Nine Million Five Hundred Thousand Dollars ($9,500,000), which is an estimate of Book Value at Closing (the "Closing Payment Amount" or "Estimated Closing Book Value").

  • If, based on the Estimated Closing Balance Sheet, there is an Estimated Closing Book Value Shortfall and/or an Estimated Premium Adjustment, Purchaser shall deduct the amount thereof in determining the Closing Transaction Consideration to be paid by Purchaser to Seller.

  • At the Closing, the Purchaser shall pay, on account of the Purchase Price, the sum of (x) $468,000,000 plus (y) the Estimated Closing Book Value ((x) and (y), collectively, the “Estimated Purchase Price”), to the Partnership (on behalf of the sellers of the Transferred Holding Company Equity Interests and the Transferred Assets) by wire transfer of immediately available funds to such accounts as identified by the Partnership to the Purchaser in writing at least two (2) Business Days prior to the Closing.

  • Immediately prior to the Closing, the Sellers shall prepare or cause to be prepared and shall deliver to the Buyer a statement (the "Estimated Closing Statement") consisting of (i) an estimated consolidated balance sheet of the Company as of the Closing Date (the "Estimated Closing Balance Sheet") and (ii) an estimated calculation in reasonable detail of the Closing Book Value derived from the Estimated Closing Balance Sheet (the "Estimated Closing Book Value").

  • The Final Adjustment Payment shall be paid, together with interest thereon from the Closing Date until the date of payment, (i) if the Final Closing Book Value exceeds the Estimated Closing Book Value, by Purchaser to Seller by wire transfer of immediately available funds into an account designated by Seller, or (ii) if the Estimated Closing Book Value exceeds the Final Closing Book Value, by Seller to Purchaser, by wire transfer of immediately available funds into the account designated by Purchaser.

  • The Reference Date Balance Sheet and a calculation of the Book Value of the Company as of the Reference Date are set forth on Schedule 3.2. In accordance with (ii) above, Seller shall provide written notice of Seller's estimate of the Book Value of the Company as of the Closing Date (the "Estimated Closing Book Value") as well as a calculation of the Closing Date Payment to Purchaser at least three (3) Business Days prior to the Closing Date.

  • Based on the Estimated Closing Statement, the chief accounting officer of Nelsxx xxxll provide Buyer with a certificate setting forth the Estimated Closing Book Value.

  • For the purposes of this Section 3.3, the "Estimated Closing Book Value" means the Assets plus the Commingled Receivables less the Assumed Liabilities reflected on the Estimated Closing Statement and the "June 30 Book Value" means the Assets plus the Commingled Receivables less the Liabilities of the Music Business reflected in the Interim Statement of Assets and Liabilities (as defined in Section 5.5).


More Definitions of Estimated Closing Book Value

Estimated Closing Book Value an amount, as set forth on the Statement of Estimated Closing Book Value, equal to the Sellers’ good faith estimate of the net book value of the Book as of the Closing and calculated by the Sellers on a basis consistent with the Statement of Reference Book Value.
Sample 1
Estimated Closing Book Value means $2,904,043.
Sample 1
Estimated Closing Book Value means the Assets plus the Commingled Receivables less the Assumed Liabilities reflected on the Estimated Closing Statement and the "June 30 Book Value" means the Assets plus the Commingled Receivables less the Liabilities of the Music Business reflected in the Interim Statement of Assets and Liabilities (as defined in Section 5.5).
Sample 1
Estimated Closing Book Value means the Estimated Closing Book Value as defined in, and as calculated in accordance with, the Applicable Accounting Principles and Exhibit B of Section 1.04(j) of the Company Disclosure Letter (which amount, for the avoidance of doubt, shall not include the Solutions Entity Excess Amount).
Sample 1

Related to Estimated Closing Book Value

  • Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • Estimated Closing Statement has the meaning set forth in Section 2.4(a).

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

  • Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).

  • Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).

  • Estimated Cash has the meaning set forth in Section 2.4(a).

  • Final Closing Balance Sheet shall have the meaning set forth in Section 2.3(e).

  • Inventory Value has the meaning set forth in Section 2.1.

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

  • 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.

  • RI Closing Value means, in respect of a Reference Item and a ST Valuation Date, the Settlement Level (as defined in the Equity Linked Conditions) on such ST Valuation Date.

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

  • Underlying Reference Closing Price Value means, in respect of a SPS Valuation Date, the Closing Price in respect of such day.

  • Closing Cash means the aggregate amount of all Cash of the Company as of the close of business on the day immediately preceding the Closing Date.

  • Closing Value means, as of a particular date, the value of a Share determined by the closing sales price for such Share (or the closing bid, if no sales were reported) as quoted on The New York Stock Exchange for the last market trading day prior to the date of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable.

  • Estimated Value means the value of the Contract estimated under these Contract and Procurement Regulations.

  • Estimated Working Capital Adjustment means the amount by which the Estimated Working Capital is greater or less than the Base Working Capital, any such excess amount being treated as a positive number and any shortfall being treated as a negative number;

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

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • 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.

  • SF1-4 Intrinsic Loss Estimate means total losses under this Single Family Shared-Loss Agreement in the amount of eleven million dollars ($11,000,000.00).

  • Final Closing Statement has the meaning set forth in Section 2.4(a).