Final Book Value definition

Final Book Value has the meaning specified in Section 2.5(a).

Final Book Value has the meaning set forth in Section 2.2.

Final Book Value means an amount equal to (a) the combined total assets of the Acquired Companies less (b) the combined total liabilities of the Acquired Companies, in each case as reflected on the Final GAAP Balance Sheet.

Examples of Final Book Value in a sentence

• For the avoidance of doubt, notwithstanding anything to the contrary in this Agreement, including Exhibit D, “Indemnified Retained Liabilities” (as defined in Exhibit D) will not include, and no Company Indemnitor will have any obligation under Section 9.1 for, any increase in a liability or reserve or decrease in asset to the extent that such change was taken into account in the calculation of the Final Book Value Amount pursuant to Section 2.4.

• Notwithstanding any provision of this Section 10.5, any disagreement, dispute, controversy or claim (i) relating to the Proposed Final Book Value or Final Book Value shall be resolved exclusively in accordance with Section 2.6 hereof and (ii) relating to the Proposed Allocation Schedule or Final Allocation Schedule shall be resolved exclusively in accordance with Section 10.3(f) hereof.

• If Sempra Energy fails to deliver a Sempra Energy Notice of Objection in accordance with this Section 2.6(b), the Proposed Final Balance Sheet, together with RBS’ calculation of the Proposed Final Book Value and the Proposed Final Intercompany Debt reflected thereon, shall be conclusive and binding on the Parties and they shall become the “Final Balance Sheet”, the “Final Book Value” and the “Final Intercompany Debt” (and the Final Book Value and Final Intercompany Debt, collectively, the “Final Amount”).

• If the Initial Purchase Price Payment paid at the Closing Date is higher than the Final Book Value, then the Adjustment Amount shall be paid by wire transfer by the Company to an account specified by the Buyer.

• Real estate and personal property Taxes will be included in the calculation of the Base Book Value Amount, Book Value Estimate and Final Book Value (based on a daily proration determined in accordance with Schedule 7.8) and governed exclusively by Section 3.2.

More Definitions of Final Book Value

Final Book Value shall have the meaning ascribed to it in Section 1.5(e).

Final Book Value means the Closing Book Value (x) as shown in Seller’s Closing Book Value Statement delivered by Seller to Buyer if Buyer accepts Seller’s Closing Book Value Statement or has not timely delivered a Notice of Objection within the Review Period in accordance with Section 1.5(c) or (y) if a Notice of Objection is so timely delivered, (A) as agreed by Buyer and Seller pursuant to Section 1.5(d) or (B) in the absence of such agreement, as shown in the Independent Expert’s report delivered pursuant to Section 1.5(d). Within three (3) Business Days after the Final Book Value has been finally determined pursuant to this Section 1.5:

Final Book Value reflected on the "Closing Balance Sheet" (defined below). Such adjustment shall be the "Differential." The Differential shall be determined as follows:

Final Book Value means the Closing Book Value as finally agreed or determined in accordance with Section 3.2(b).

Final Book Value. If Sempra Energy submits a Sempra Energy Notice of Objection, then (i) for twenty (20) Business Days after the date RBS receives the Sempra Energy Notice of Objection, RBS and Sempra Energy will use their commercially reasonable efforts to agree on the calculation of the Final Book Value and (ii) failing such agreement within twenty (20) Business Days of such notice, the matter will be resolved in accordance with Section 2.6(c).

Final Book Value means the Book Value as of the Effective Time (1) as shown in Buyer’s calculation delivered pursuant to Section 2.4(a), if no notice of disagreement with respect thereto is duly delivered pursuant to Section 2.4(b); or (2) if such a notice of disagreement is delivered, (A) as agreed by Buyer and Seller pursuant to Section 2.4(b) or (B) in the absence of such agreement, as shown in the independent accountant’s calculation delivered pursuant to Section 2.4(c); provided that in no event shall Final Book Value be less than Buyer’s calculation of Book Value as of the Effective Time delivered pursuant to Section 2.4(a) or more than Seller’s calculation of Book Value as of the Effective Time delivered pursuant to Section 2.4(b).

Final Book Value means Net Asset Value as set forth in Section 2.1.1 less the Assumed Liabilities as set forth in Section 2.1.2. The “Adjustment Amount” (which may be a positive or negative number) will be equal to the difference between that amount of the Initial Purchase Price Payment paid by the Buyer on the Closing Date pursuant to Section 3.2 and the Final Book Value of the Acquired Assets as determined herein. If the Initial Purchase Price Payment paid at the Closing Date is higher than the Final Book Value, then the Adjustment Amount shall be paid by wire transfer by the Company to an account specified by the Buyer. If the Final Book Value is higher than the Initial Purchase Price Payment paid at the Closing, the Adjustment Amount shall be paid by wire transfer by Buyer to an account specified by the Company. All payments shall be made without interest. The Company shall provide a draft settlement statement to Buyer by July 21, 2004 and the parties shall mutually finalize the statement within (10) days thereafter. Within ten (10) business days after the Company has provided the final written documentation of the calculation of the Final Book Value to the Buyer (the “Settlement Date”), the Company or Buyer, as the case may be, shall make the wire transfer payment provided for in this Section 2.2.