Estimated Closing Net Book Value definition

Estimated Closing Net Book Value has the meaning set forth in Section 3.3(b).
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Estimated Closing Net Book Value has the meaning set forth in Section 4. a. below.
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Estimated Closing Net Book Value means Company’s estimate of the Closing Net Book Value, delivered to Parent in accordance with Section 2.6.
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Examples of Estimated Closing Net Book Value in a sentence

  • At least three (3) business days prior to the Closing Date, the Seller and Buyer in good faith shall jointly prepare an estimate of the net book value of CPC, determined in accordance with GAAP consistent with the methodology used in preparing Exhibit 1 as of the close of business on the Closing Date (the "Estimated Closing Net Book Value") based on books and records and other information then available.

  • If the Net Book Value of the Company as set forth on the Estimated Closing Balance Sheet (the "Estimated Closing Net Book Value") exceeds the Net Book Value of the -------------------------------- Company as of December 31, 1999 (the "December 31, 1999 Net Book Value"), the -------------------------------- Purchase Price shall be increased by such excess amount.

  • If Closing Net Book Value is less than Estimated Closing Net Book Value, the Seller shall, within five (5) business days after Closing Net Book Value is finally determined pursuant to this sec.

  • If the parties are unable to resolve any dispute related to the calculations set forth in the Estimated Closing Statement within five (5) Business Days after the date Company submits such calculation to Parent, Company and Parent shall submit the calculation of the Estimated Closing Net Book Value to an independent accounting firm as shall be mutually agreed in writing by the parties for review and resolution of any and all matters which remain in dispute.

  • If the Estimated Closing Net Book Value is less than the December 31, 1999 Net Book Value, the Purchase Price shall be decreased by such deficit amount.

  • If Estimated Closing Net Book Value exceeds Net Book Value as of June 30, 1995 (the "Target Net Book Value"), the Estimated Purchase Price shall be increased by the amount of such excess.

  • Despite their dispute about whether the Estimated Closing Net Book Value Statement and the most recent financial statements delivered to Buyer pursuant to Section 7.17 of the Purchase Agreement have been prepared in accordance with the Specified Accounting Principles, Buyer and Sellers agree that the Estimated Purchase Price is $121,000,000.

  • If the Estimated Closing Net Book Value is less than the Target Net Book Value, the Estimated Purchase Price shall be decreased by the amount of such shortfall.


More Definitions of Estimated Closing Net Book Value

Estimated Closing Net Book Value has the meaning set forth in sec. 4. a. below. "Estimated Purchase Price" has the meaning set forth in sec. 3. b. below. "Excluded Assets" has the meaning set forth in sec. 2. b. (2) below. "Excluded Liabilities" has the meaning set forth in sec. 2. b. (4) below. "Financial Statements" has the meaning set forth in sec. 6 g. below. "GAAP" means generally accepted accounting principles consistently applied. "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. "Xxxxxxxxxxxx" has the meaning set forth in sec. 6. k. (1) (D) below. "Indemnified Party" has the meaning set forth in sec. 10 d. (1) below. "Indemnifying Party" has the meaning set forth in sec. 10 d. (1) below. "Independent Auditor" has the meaning set forth in sec. 4. d. below. "Knowledge" means actual knowledge without independent investigation. "Latest Balance Sheet" means the unaudited balance sheet for CPC as of June 30, 1995. "Materials of Environmental Concern" has the meaning set forth in sec. 6. w. (9) below.
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Related to Estimated Closing Net Book Value

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.5.

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

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

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

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

  • 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.

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

  • Closing Cash Amount has the meaning set forth in Section 2.2.

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

  • 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.

  • Consolidated Working Capital Adjustment means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.

  • Closing Net Working Capital means Net Working Capital as of the Adjustment Calculation Time.

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

  • Closing Date Net Working Capital means the Net Working Capital as of the Closing Date.

  • Target Net Working Capital Amount means $0.

  • Preliminary Closing Balance Sheet shall have the meaning set forth in Section 2.3(c)(i).

  • Added value means that the Contractor performs subcontract management functions that the Contracting Officer determines are a benefit to the Government (e.g., processing orders of parts or services, maintaining inventory, reducing delivery lead times, managing multiple sources for contract requirements, coordinating deliveries, performing quality assurance functions).

  • Net Working Capital Adjustment means (a) the amount by which Net Working Capital as of immediately prior to the Closing exceeds Target Net Working Capital or (b) the amount by which Net Working Capital as of immediately prior to the Closing is less than Target Net Working Capital, in each case, if applicable; provided, that any amount which is calculated pursuant to clause (b) above shall be deemed to be a negative number.

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • Target Working Capital Amount means $162,000,000.

  • 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;