Net Book Value Adjustment definition

Net Book Value Adjustment means an amount equal to the Closing Net Book Value minus the Target Net Book Value.
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Net Book Value Adjustment is defined in Section 1.6.
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Net Book Value Adjustment has the meaning given that term in SECTION 2.8.
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Examples of Net Book Value Adjustment in a sentence

  • Book Volume 210, Page 485), will be deducted from the Purchase Price after application of the Adjustment Amount and the Net Book Value Adjustment in accordance with the first sentence of Section 2.08(c)(ii) of the APA, and (vii) a recalculation of the Purchase Price, if any, based on each of the foregoing.

  • In addition, because the aggregate investment in the Company by FAG, SKF and NNBR has been agreed to represent 23%, 23% and 54%, respectively, of the total Company, in the event that the Net Book Value Adjustment results in the Company paying additional amounts to a JV Party or its Affiliates, such JV Party shall contribute to the Company additional capital investment of an equal amount.

  • Each JV Party or its Affiliates shall then either be required to pay or entitled to receive the net amount calculated by the parties as being owed or due to such JV Party or its Affiliates as a Net Book Value Adjustment.

  • A general release of Seller in form and substance satisfactory to Purchaser dated as of the Closing Date and releasing any and all claims against the Company as of the Closing Date, including any claims for loans or advances made to the Company, except to the extent necessary to effectuate the Net Book Value Adjustment described in Paragraph 1.2(a), above.

  • At the Closing, the Purchase Price minus the Net Book Value Adjustment, if any, shall be paid upon the surrender pursuant to Section 1.01(b) of a certificate or certificates representing all of the issued and outstanding shares of Company Common Stock shall be paid directly to the holders thereof by wire transfer in New York Clearing House Funds in accordance with Exhibit A hereto.

  • Each JV Party or its Affiliates shall then either be required to pay or entitled to receive the net amount calculated by the Company as being owed or due to such JV Party or its Affiliates as a Net Book Value Adjustment.

  • Such amounts shall be payable by the Seller or the Buyer, as the case may be, in cash, by cashier's or certified check or by wire transfer of immediately available funds to an account designated by the party entitled to payment (at the option of the party entitled to payment), and shall be paid within five business days following the determination of the Closing Net Book Value Adjustment in accordance with this Section 1.4(f).

  • Section 2.05(d) of the Asset Purchase Agreement is hereby deleted in its entirety and replaced with the following: (d) minus the absolute value of the Net Book Value Adjustment if the Net Book Value Adjustment is a negative number; provided that, if the Net Book Value Adjustment is a positive number, the Purchase Price shall not be adjusted to reflect the Net Book Value Adjustment or any portion thereof.

  • Because seasonal supply often outstrips demand, a considerable amount of this output ends up wasted.

  • Without duplication of the Net Book Value Adjustment, if the Net Book Value of Deferred Revenue set forth on the Closing Date Balance Sheet is less than the Net Book Value of Deferred Revenue set forth on the June 30 Balance Sheet, the Purchase Price will be reduced $2.50 for each dollar of the shortfall (the "DEFERRED REVENUE ADJUSTMENT").


More Definitions of Net Book Value Adjustment

Net Book Value Adjustment means the increase or decrease, as the case may be, of the Purchase Price, on a dollar for dollar basis, for the amount by which the Net Book Value of as of the Closing Date exceeds or is less than 3.25 Million Dollars.
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Net Book Value Adjustment means the amount (whether a positive or negative number) obtained by subtracting the amount of $715,400,000 from the Net Book Value.
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Net Book Value Adjustment means the book value of any cash or cash equivalents, receivables and any other tangible assets of Lessee or of any Controlling Person(s) or other transferor(s), as the case may be, being transferred, conveyed or sold, directly or indirectly, in connection with such Transfer or Sale of Business, as the case may be, net of any liabilities relating to such transferred assets being assumed, directly or indirectly, by the transferee in connection with such Transfer (e.g., accounts payable, accrued vacation, equipment leases, etc., but specifically excluding, without limitation, the obligations under this Lease), all as determined in accordance with GAAP. As used herein, the term "Unamortized Capital Addition Costs of Lessee" shall mean all Capital Addition Costs incurred by Lessee for any approved Capital Additions, less accumulated deprecation/amortization based upon the useful life thereof in accordance with GAAP. As used herein, the term "Allocated Value" shall mean the sum of clauses (i) and (ii) above allocated to the Leased Property, any Capital Additions and Lessee's operations thereon (including any and all business, enterprise and goodwill value), determined by the appraisal procedures set forth in Article XXXIV and based upon (x) the present value of the then current earnings before interest, taxes, depreciation, amortization and rents (including Rents under this Lease) ("EBITDAR") of the Facility over the remaining Term of this Lease (taking into account any unexercised Extended Term(s)), less the present value of the remaining Minimum Rent, Additional Rent and Special Additional Rent to be paid under this Lease for such period(s), as compared to (y) the sum of the following with respect to all operations being transferred, conveyed or sold, directly or indirectly, in connection with such Transfer or Sale of Business:
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Net Book Value Adjustment means the amount (whether a positive or negative number) obtained by subtracting the amount of $715,400,000 from the Net Book Value. Amendment No. 1 to Asset Purchase and Sale Agreement dated as of December 28, 2018 between Municipality of Anchorage and Chugach Electric Association, Inc.
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Related to Net Book Value Adjustment

  • Adjusted Net Book Value means, as of any date of determination, with respect to each Adjusted Program Vehicle as of such date, the product of 0.965 and the Net Book Value of such Adjusted Program Vehicle as of such date.

  • Net Book Value means the net book value of the relevant Supplier Asset(s) calculated in accordance with the depreciation policy of the Supplier set out in the letter in the agreed form from the Supplier to the Costumer of even date with this Call Off Contract;

  • Adjusted Book Value means, as of a particular date, the Book Value on such date, subject to the following adjustments, each of which shall have been derived from the Company’s IFRS financial statements for the period ended on such date (or, if not derivable from such financial statements, shall be determined in good faith by the Company), but reduced by the amount of the federal income tax applicable thereto:

  • Adjusted Asset Value means, as of a given date, the sum of EBITDA attributable to malls, power centers and all other assets for the trailing four (4) quarters most recently ended, divided by (iii) 7.75%. In determining Adjusted Asset Value:

  • 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.

  • Adjusted Net Assets of such Guarantor at any date shall mean the lesser of (1) the amount by which the fair value of the property of such Guarantor exceeds the total amount of liabilities, including contingent liabilities (after giving effect to all other fixed and contingent liabilities incurred or assumed on such date), but excluding liabilities under the Guarantee of such Guarantor at such date and (2) the amount by which the present fair salable value of the assets of such Guarantor at such date exceeds the amount that will be required to pay the probable liability of such Guarantor on its debts (after giving effect to all other fixed and contingent liabilities incurred or assumed on such date), excluding debt in respect of the Guarantee of such Guarantor, as they become absolute and matured.

  • 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.

  • Total Asset Value means, without duplication, the sum of (a) the following amounts with respect to the following assets owned by the Company and its Subsidiaries: (i) the Operating Property Value of the Hotel Properties; (ii) the amount of all Unrestricted Cash and Cash Equivalents; (iii) the book value of all Development/Redevelopment Properties, Mortgage Receivables, Laundry Service Properties and Unimproved Land; and (iv) the contract purchase price for all assets under contract for purchase (to the extent included in Indebtedness); plus (b) the applicable Ownership Share of any Unconsolidated Affiliate of the Parent of any asset described in clause (a) above. For purposes of determining Total Asset Value, (u) to the extent the amount of Total Asset Value attributable to Unconsolidated Affiliates would exceed 15% of Total Asset Value, such excess shall be excluded, (v) to the extent the amount of Total Asset Value attributable to Mortgage Receivables would exceed 10% of Total Asset Value, such excess shall be excluded, (w) to the extent the amount of Total Asset Value attributable to Development/Redevelopment Properties would exceed 15% of Total Asset Value, such excess shall be excluded, (x) to the extent the amount of Total Asset Value attributable to Major Renovation Properties (elected to be valued pursuant to clause (c) of the definition of Operating Property Value) would exceed 15% of Total Asset Value, such excess shall be excluded, (y) to the extent the amount of Total Asset Value attributable to Unimproved Land would exceed 2.5% of Total Asset Value, such excess shall be excluded, and (z) to the extent the amount of Total Asset Value attributable to Properties subject to limitation under the foregoing clauses (u) through (y) would exceed 35% of Total Asset Value, such excess shall be excluded.

  • Adjusted Consolidated Net Tangible Assets means (without duplication), as of the date of determination, the remainder of:

  • Adjusted Consolidated Net Worth means, at any date, without duplication, the sum of (a) the consolidated shareholders’ equity, determined in accordance with GAAP, of the Guarantor and its Consolidated Subsidiaries, plus (b) the aggregate Hybrid Instrument Amount plus (c) the VA Adjustment Amount; provided that, in determining such Adjusted Consolidated Net Worth, there shall be excluded (i) any “Accumulated Other Comprehensive Income (Loss)” shown on the consolidated balance sheet of the Guarantor and its Consolidated Subsidiaries prepared in accordance with GAAP, (ii) the effect of any election under the fair value option in FASB ASC 825 permitting a Person to measure its financial assets or liabilities at the fair value thereof, and the related tax impact and (iii) all noncontrolling interests (as determined in accordance with Statement of Financial Accounting Standards No. 160, entitled “Noncontrolling Interests in Consolidated Financial Statements”) shown on the consolidated balance sheet of the Guarantor and its Consolidated Subsidiaries.

  • Consolidated Adjusted Net Worth means, as of any date of determination thereof, the Consolidated Net Worth less the total amount of all Restricted Investments in excess of 20% of Consolidated Net Worth, each as of such date of determination.

  • Consolidated Working Capital Adjustment means, for any period of determination 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.

  • Baseline Value for each of the Company and the Peer Companies means the dollar amount representing the average of the Fair Market Value of one share of common stock of such company over the five consecutive trading days ending on, and including, the Effective Date.

  • Adjusted Net Worth of any Guarantor shall mean at any time, the greater of (x) $0 and (y) the amount by which the fair saleable value of such Guarantor’s assets on the date of the respective payment hereunder exceeds its debts and other liabilities (including contingent liabilities, but without giving effect to any of its obligations under this Agreement or any other Loan Documents) on such date.

  • Adjusted Value as used in subdivision (d) means:

  • Consolidated Total Asset Value means, without duplication, as of any date of determination, for the Consolidated Parties on a consolidated basis, the sum of: (a) the Operating Property Value of all Real Properties (other than Development/Redevelopment Properties); (b) the amount of all Unrestricted Cash; (c) the book value of all Development/Redevelopment Properties, mortgage or real estate-related loan assets and undeveloped or speculative land; (d) the contract purchase price for all assets under contract for purchase (to the extent included in Indebtedness); and (e) the Borrower’s applicable Unconsolidated Affiliate Interests of the preceding items for its Unconsolidated Affiliates.

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

  • Adjusted Consolidated Working Capital means, at any time, Consolidated Current Assets (but excluding therefrom all cash and Cash Equivalents) less Consolidated Current Liabilities at such time.

  • Adjusted Net Earnings means net earnings (loss) attributable to common stockholders as reported in the Company’s periodic reports filed with the Securities and Exchange Commission, provided that such amount shall be adjusted by reversing the following, to the extent such adjustments were made in calculating such net earnings (loss) attributable to common stockholders:

  • Adjusted Total Assets means, for any Person, the sum of:

  • 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 Value has the meaning set forth in Section 1.68(a)(ii).

  • Adjusted gross proceeds means gross proceeds less cash prizes, cost of

  • Current Assessed Value means the assessed value of the District certified by the municipal assessor as of April 1st of each year that the District remains in effect.

  • Gross Calorific Value of “GCV” shall mean that quantity of heat expressed in Kilowatt- hour produced by the complete combustion of one (1) normal cubic metre of Natural Gas at twenty-five (25) degrees Celsius and an absolute pressure of one decimal zero one three two five (1.01325) bar with excess air at the same temperature and pressure as the Natural Gas when the products of combustion are cooled to twenty-five (25) degrees Celsius and when the water formed by combustion is condensed to the liquid state and the products of combustion contain the same total mass of water vapor as the Natural Gas and air before combustion.

  • Worst Value means, in respect of a SPS Valuation Date, the lowest Underlying Reference Value for any Underlying Reference in the Basket in respect of such SPS Valuation Date.