Final Net Book Value definition

Final Net Book Value has the meaning provided in Section 2.15(c).

Final Net Book Value has the meaning ascribed to it in Section 1.03(b)(iii).

Final Net Book Value means the Net Book Value as finally determined pursuant to Section 3.2. “Final Rimage Sub Cash” means the Rimage Sub Cash as finally determined pursuant to Section 3.2.

Examples of Final Net Book Value in a sentence

• The determination of the Final Net Book Value, Final Rimage Sub Cash and Final EBITDA by the Independent Auditors will be conclusive and binding upon the Parties.

• If Seller gives Buyer an Acceptance Notice or does not give Buyer an Objection Notice within such 45 day period, then the Closing Balance Sheet, Closing Income Statement and the Closing Calculations will be conclusive and binding upon the Parties and the Closing Calculation will constitute the Final Net Book Value, Final Rimage Sub Cash and Final EBITDA.

• Within sixty (60) days following receipt by the Sellers’ Representative of the Closing Date Statement, the Sellers’ Representative shall either inform the Buyer in writing that the Closing Date Statement is acceptable or deliver written notice (the “Seller Objection”) to the Buyer of any dispute the Sellers’ Representative, on behalf of the Sellers, has with respect to the preparation or content of the Closing Date Statement or the Final Net Book Value or the Final Transaction Expenses reflected therein.

• The Designated Accounting Arbitrator will have exclusive jurisdiction over, and resort to the Designated Accounting Arbitrator as provided in this Section 3.3(e) will be the sole recourse and remedy of, the Parties against one another or any other Person (including Sellers' Accountants or Buyer's Accountants) with respect to any disputes arising out of or relating to the Closing Net Book Value Statement and/or the Final Net Book Value Statement.

• Seller and Buyer shall make payment, shall transfer or issue such Seller Shares and shall issue such replacement Seller Note within ten (10) Business Days after the date on which the Final Net Book Value Statement is determined.

More Definitions of Final Net Book Value

Final Net Book Value has the meaning ascribed to it in Section 1.02(b)(iv). “Financial Statements” means the financial statements of the Company delivered to Purchaser pursuant to Section 2.08. “GAAP” means generally accepted accounting principles, consistently applied throughout the specified period and in the immediately prior comparable period. “General Partner” has the meaning ascribed to it in the forepart of this Agreement. “Governmental or Regulatory Authority” means any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (including, without limitation, the United States Securities and Exchange Commission, the New York Stock Exchange, The Nasdaq Stock Market and the American Stock Exchange). “Indebtedness” of any Person means all obligations of such Person (i) for borrowed money, (ii) evidenced by notes, bonds, debentures or similar instruments, (iii) for the deferred purchase price of goods or services (other than trade payables or accruals incurred in the ordinary course of business), (iv) under capital leases and (v) in the nature of guarantees of the obligations described in clauses (i) through (iv) above of any other Person.

Final Net Book Value means the Net Book Value as reflected in the Final Net Book Value Calculation. The procedures set forth in this Section 5 shall be the sole remedy for any disputes with respect to matters set forth in the Preliminary Audited Closing Balance Sheet (and the calculation of Net Book Value related thereto).

Final Net Book Value. 2.07(b) “Financial Statements” 3.04(a) “Independent Accounting Firm” 2.07(a) “lease” 3.12(a) “Loss” 8.02(a) “Material Contracts” 3.12(a) “Measurement Period” 6.01(h) “Multiemployer Plan” 3.17(b) “Multiple Employer Plan” 3.17(b) “NASD” Preamble “NASD Flex Plan” 6.01(h) “NASD Indemnified Party” 8.02 “NASD’s Plans” 6.01(a) “NYSE Common Stock” 6.01(d) “NYSE Flex Plan” 6.01(h) “NYSE Indemnified Party” 8.03 “NYSE Regulation” Preamble “Omitted Assets” 5.10(b) Definition Location “Options” 3.14(c)

Final Net Book Value means the Closing Net Book Value

Final Net Book Value. The fees and disbursements of the Balance Sheet Auditor shall be borne equally by Buyer and Seller. Buyer and Seller shall make readily available to the Balance Sheet Auditor all relevant Documents and any work papers (including those of the parties’ respective accountants, to the extent permitted by such accountants) relating to the Estimated Closing Balance Sheet, the Estimated Net Book Value, the Closing Balance Sheet, the Closing Net Book Value, Seller’s Objection and all other items reasonably requested by the Balance Sheet Auditor in connection therewith.

Final Net Book Value shall have the meaning set forth in SECTION 4.3(b) hereof.

Final Net Book Value means total assets of the Business immediately prior to the Closing Date (other than Excluded Assets) less total liabilities of the Business immediately prior to the Closing Date (other than Excluded Liabilities); provided, however, that no effect shall given to any increase in property, plant, or equipment as a result of an "involuntary conversion" as defined by GAAP.