Final Book Value definition

Final Book Value as defined in Section 2.10(b).

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.

Final Book Value has the meaning set forth in Section 2.5(d).

Examples of Final Book Value in a sentence

• The Final Book Value shall be prepared in conformity with generally accepted accounting principles applied on a basis consistent with the Companies’ regularly prepared factory statements.

• If buyers dispute Seller’s accountant’s determination of the Final Book Value, Buyer’s and Seller’s accountant shall attempt to agree, within thirty (30) days, upon the determination of Final Book Value, however; if the Buyers and Seller’s accountant are unable to agree within such thirty (30) day period, thereafter either party may demand the dispute be resolved by Arbitration in accordance with the rules of the American Arbitration Association.

• In the sole discretion of the Stockholders’ Representative, the failure of Purchaser to timely deliver such Closing Statement shall constitute Purchaser’s acceptance of the Estimated Book Value as of the Closing Date and the Estimated Book Value shall be the Final Book Value for purposes hereof.

• WBM, MICO, DGI and Merger Sub agree that in determining the Preliminary Book Value of MICO and the Final Book Value of MICO, MICO shall establish its reserves for loss and loss adjustment expenses using methodology consistent with the methodology MICO used in determining such reserves for the year ended December 31, 2009.

• In the event that the Final Book Value is in excess of the Closing Date Book Value, then such amount shall be added to the Principal of the Note as set forth in Paragraph 2.2. (Id. § 1.2(c).) Therefore, determination of both the Closing Date Book Value and the Final Book Value was a condition precedent to any reduction or addition to the Principal of the Note.As discussed above, Plaintiffs admit that the closing never occurred, and, accordingly, the Final Book Value could not be determined.

More Definitions of Final Book Value

Final Book Value means the amount of the Operating Balance Sheet Assets less the amount of the Operating Balance Sheet Liabilities as shown on the Closing Statement of Net Assets.

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 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 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 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.

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 has the meaning set forth in Section 2.2(c)(ii).