Closing Book Value definition

Closing Book Value means the Closing Balance Sheet Assets minus the Closing Balance Sheet Liabilities, as reflected on the Final Closing Balance Sheet.

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Closing Book Value means the book value of the Company and the Consolidated Subsidiaries determined on a consolidated basis and in accordance with GAAP as of the close of business on the Closing Date, but subject to the adjustments set forth on the Pro Forma Balance Sheet whether or not such adjustments are consistent with GAAP. For clarification, Closing Book Value shall reflect all pre-Closing operations and activities, including without limitation, those obligations and actions required by Sections 6.6, 6.8 and 6.9 hereof.

Closing Book Value has the meaning set forth in Section 2.5(a).

Examples of Closing Book Value in a sentence

The Closing Balance Sheet shall be accompanied by all relevant backup materials and schedules that are necessary to confirm the Closing Balance Sheet and the Buyer’s calculation of the Purchase Price, the Closing Book Value, Closing Indebtedness and Closing Transaction Expenses, and that are reasonably requested by the Seller within the Closing Balance Sheet Review Period (the “Closing Balance Sheet Backup Materials”).
The Preliminary Closing Balance Sheet and the Estimated Purchase Price shall be accompanied by all relevant backup materials and schedules, in detail reasonably acceptable to the Buyer, including, without limitation, the Seller’s good faith estimate of the Closing Book Value, Closing Indebtedness and Closing Transaction Expenses.
The purchase price for the Outstanding Stock shall be equal to (i) Closing Book Value (ii) less Closing Indebtedness, (iii) less Closing Transaction Expenses and (iv) less any Uncompleted Drydocking Costs (the “Purchase Price”).
The Estimated Closing Balance Sheet shall (x) fairly present the estimated Closing Balance Sheet Assets, Closing Balance Sheet Liabilities and Closing Book Value, immediately prior to giving effect to the transactions contemplated by this Agreement and the Ancillary Agreements, (y) include line items substantially consistent with those used in the preparation of the balance sheets included in the Seller Financial Statements and (z) be prepared in accordance with GAAP.
Accordingly, the Parties agree that if the Closing Book Value turns out to be different from the September Book Value, the Parties shall make an upward or downward adjustment to the Purchase Price by March 31, 2006, on a dollar for dollar basis based on the audited balance sheet as of December 31, 2005.

More Definitions of Closing Book Value

Closing Book Value shall have the meaning ascribed to it in Section 1.5(b).

Closing Book Value means the amount of the consolidated stockholders' equity of FSB, as of the end of the month immediately preceding the Closing Date, determined in accordance with generally accepted accounting principles, plus (i) the amount of any decrease in the consolidated stockholders' equity of FSB resulting from or attributable to expenses of the Company Merger or the Subsidiary Merger, plus (ii) any reduction of consolidated stockholders' equity theretofore recorded solely as a result of accruals, reserves or charges taken by FSB at the request of Lincoln pursuant to Section 6.12 hereof, plus (iii) any reduction of consolidated stockholders' equity as a result of the actions taken pursuant to Section 301(e).

Closing Book Value means the amount obtained by subtracting the total liabilities of the Company, as set forth in the Final Closing Balance Sheet, from the total assets of the Company, as set forth in the Final Closing Balance Sheet, and (iii) the term "Target Book Value" shall mean $___TBD___. If the Target Book Value exceeds the Closing Book Value, the amount of such excess shall be the "True-up Payment." If the True-up Payment is greater than zero, the amount thereof shall be paid by Stockholders to the Company in accordance with the provisions of paragraph (e) of this Section 1.06.

Closing Book Value means an amount equal to $9,234,935.

Closing Book Value means the amount of the shareholders' equity of MCB as of the end of the month immediately preceding the Effective Time of the Company Merger, determined in accordance with accounting principles generally accepted in the United States, less the amount of any increase in the shareholders' equity of MCB resulting from or attributable to the sale of securities held on and sold after the date of this Agreement or any transactions or accounting adjustments not in the ordinary course of business effected or completed after the date of this Agreement. Notwithstanding anything to the contrary in the foregoing, if the condition in this

Closing Book Value means the amount by which the Net Book Value of the Purchased Assets included on the Closing Balance Sheet exceeds the Assumed Liabilities.

Closing Book Value means the amount of the members’ equity of Liberty as of the end of the month immediately preceding the Effective Date, determined in accordance with GAAP.

Filter & Search

Related Definitions