Tangible Net Book Value means, as of a given date, the aggregate carrying value of the tangible assets of the Company (excluding goodwill and other intangibles) as of such date, minus all of the Liabilities of the Company as of such date excluding any Indebtedness that was applied to reduce the Initial Payment pursuant to Section 1.11(a), in each case determined in accordance with GAAP, applied consistently with prior periods.
Tangible Net Book Value means, except as otherwise set forth in this Section 1.4, the aggregate net book value of the Division Assets (excluding Maintenance Cash), less the sum of (i) the aggregate net book value of all intangible Division Assets (including, without limitation, the aggregate net book value of (A) any capitalized software costs related to internal research and development, (B) software purchased for resale and (C) purchased software, the license of which is not transferable to Purchaser) and (ii) the aggregate net book value of all liabilities of the Division required to be set forth on the face of a closing date balance sheet, all as determined in accordance with U.S. GAAP applied in a manner consistent with Seller's past practices; it being agreed that (A) the calculation of Tangible Net Book Value will not include accounts receivable related to the delivery of future services, unless a corresponding amount of deferred revenue liability with respect to such accounts receivable is included in the calculation of the Division's liabilities, (B) for avoidance of doubt, the calculation of the assets and liabilities of the Division will include the assets and liabilities of the Acquired Subsidiary, (C) the calculation of Tangible Net Book Value will not include the benefit of, or the burden of, any asset or liability which inures to the benefit of, or is to be borne by, Seller or its post-closing Affiliates, (D) notwithstanding the agreement of the parties to leave all maintenance contracts related to the Business with Seller and its Affiliates as specified in Section 1.7 hereof and notwithstanding any provision to the contrary contained herein, the determination of Tangible Net Book Value will be made as if all maintenance contracts and the related deferred revenue liabilities with respect thereto are to be transferred to Purchaser and its Affiliates and (E) notwithstanding any provision to the contrary contained herein, the determinations of prepaid assets, inventory and property, plant and equipment, any other fixed assets and any other assets or liabilities to be included in the determination of Tangible Net Book Value will be made based on the specifically identified schedules of such assets made pursuant to Sections 1.1(a)(ii), 1.1(a)(v) and 1.1(a)(vi) hereto or other schedules specifically identifying any such assets and liabilities, in each case as updated to reflect activity through the Closing Date. With regard to the Division Assets and Assumed Liabilities ...
Tangible Net Book Value means, as of any time, the tangible net book value (which may be positive or negative) of the Purchased Assets and Assumed Liabilities, calculated in accordance with the Accounting Principles.
Examples of Tangible Net Book Value in a sentence
The determination by the Independent Accounting Firm shall be final and binding on the Parties, except in the case of fraud or manifest error, and such determination shall be used in computing the Tangible Net Book Value and any other computations provided for herein.
The Firm's determination will be based on the definition of the Tangible Net Book Value included herein.
Purchaser and Seller shall each make written submissions to the Firm promptly (and in any event no later than 15 days after the Firm's engagement), which submissions shall contain such party's computation of the Tangible Net Book Value and information, arguments, and support for such party's position.
Upon request, all records and files included in the student’s cumulative file are available to parent(s) or the student (if he/she is over eighteen years of age).
If, pursuant to this Section 1.4, there is a dispute as to the amount of the Estimated Tangible Net Book Value or the amount of the Actual Tangible Net Book Value, then subject to the other terms and conditions of this Section 1.4, Purchaser and Seller shall promptly pay to the other, as appropriate, such amounts as are not in dispute, pending final determination of such dispute pursuant to this Section 1.4.
More Definitions of Tangible Net Book Value
Tangible Net Book Value means, without duplication, the consolidated assets of the ARX Companies, including deferred commissions and deferred insurance premium taxes, less its intangible assets, total liabilities and non-controlling interests, determined in accordance with GAAP from amounts set forth on the 2014 Financial Statements as finally determined in accordance with Section 2.2.
Tangible Net Book Value means total assets (excluding goodwill) less total liabilities of the Business as of the date of the Closing Balance Sheet. The Tangible Net Book Value shall be calculated according to the Accounting Conventions and in a manner consistent with the calculation thereof on the Balance Sheet.
Tangible Net Book Value means the book value of the Company’s tangible assets (net of depreciation and amortization) less its liabilities (excluding any liabilities for deferred taxes attributable to timing differences between book and tax income) as of the Closing Date, determined in accordance with GAAP applied on a consistent basis and adjusted as specified in Schedule 1.5.
Tangible Net Book Value means assets (which shall include accounts receivable, inventories, property, plant and equipment, prepaid pension costs, prepaid expenses and other assets, but in any event excluding cash and cash equivalents classified in the Company's accounting records as "cash" and excluding goodwill and any other intangible assets), minus liabilities (excluding any such liabilities described in Sections 2.2(b)(ii) and 2.2(b)(iii)). The Statement of Tangible Net Book Value shall be prepared using the Methods, with consistent Methodologies; provided, however, that:
Tangible Net Book Value means total Assets (as defined in the Hive-down Agreement) minus the Goodwill, Business Information, Records and Third Party Claims (as each is defined in the Hive-down Agreement) less all liabilities.
Tangible Net Book Value means the total consolidated shareholders' equity of the Company and its Subsidiaries, less goodwill and intangible assets related to the value of the distribution system reflected on the August Balance Sheet.
Tangible Net Book Value means, with respect to any corporation, limited liability company, partnership, association, or other entity,