Tangible Net Book Value definition

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, less the sum of (i) the aggregate amount of all Permitted Subsidiary Cash Transfers (as defined in Section 1.8) plus the amount of any withholding taxes associated therewith, (ii) 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 (iii) the aggregate net book value of all liabilities of the Division to be assumed by Purchaser which would be 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 Subsidiaries, as adjusted for any Permitted Subsidiary Cash Transfers, (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 Section 1.9 of this Agreem...

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, 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 the book value of the Company’s tangible assets (net of depreciation or amortization), less the amount of Liabilities (excluding Debt and any Taxes other than Ordinary Course Taxes), determined in accordance with GAAP consistently applied in accordance with the Company’s past practices; provided that Liabilities shall not include (i) the amounts paid as Special Closing Bonus Payments, (ii) the amounts paid as VRP Termination Payments or (iii) any Liabilities that are paid on or prior to the Closing.

Tangible Net Book Value means the book value of the Assets (net of depreciation or amortization) less the Assumed Liabilities as of the Closing Date, determined (i) in accordance with GAAP consistently applied and (ii) adjusted under the following circumstances: (a) as specifically provided in this Agreement or any exhibit or schedule hereto, and (b) to reflect those adjustments mutually agreed to by SAIC and ▇▇▇▇▇▇▇ or as resolved by the Independent Accountant pursuant to Section 3.02(b) if SAIC and ▇▇▇▇▇▇▇ are unable to agree. For purposes of the Closing, the Tangible Net Book Value shall be estimated at Six Million One Hundred Forty-Nine Thousand ($6,149,000), subject to future adjustment pursuant to Section 3.02(b).

Tangible Net Book Value means, with respect to any corporation, limited liability company, partnership, association, or other entity, (a) the total consolidated assets of such entity (excluding any deferred Tax assets or other Tax assets), minus (b) any intangible assets (such as goodwill), minus (c) the total liabilities of such entity (excluding any deferred Tax liabilities or other Tax liabilities), minus (d) the Net Tax Amount, in each case determined in accordance with GAAP, minus (e) the Distributed Cash Amount, plus (f) the Retention Bonus Holdback Amount (to the extent accrued for in the calculation of Tangible Net Book Value), plus (g) the Transition Incentive Bonuses (to the extent accrued for in the calculation of Tangible Net Book Value). The Parties agree that, in connection with the calculation of Tangible Net Book Value, (i) the book value of the Company’s mortgage servicing rights portfolio will be determined by the MSR Valuation Firm, (ii) Tangible Net Book Value shall be otherwise calculated as if the Contemplated Transactions had not occurred and (iii) other than items of loan loss reserves and vacation liability, Tangible Net Book Value shall be calculated in accordance with the methodologies utilized in preparing the Company’s audited financial statements for the Most Recent Fiscal Year End.

Tangible Net Book Value means the stockholders' equity of B&T, determined in accordance with generally accepted accounting principles ("GAAP") (excluding the Series B Preferred Stock), determined as of the Effective Date, plus an amount equal to the following: (a) the net operating losses of B&T as of December 31, 2003 (the "Current NOL's") that can be used by EuroBancshares or Eurobank during the next four (4) years as determined by KPMG, multiplied by 22.5%; (b) the net operating losses of B&T, created after December 31, 2003 (the "Future NOL's," and together with the Current NOL's, the "NOL's"), multiplied by 22.5%, which amount shall not exceed $1,000,000; less the following: (a) all intangible assets to the extent included within stockholders' equity, except non- mortgage servicing assets (except to the extent that such non- mortgage servicing assets are impaired as determined below) to the extent eligible for inclusion in Tier I Core Capital pursuant to Section 325.5 of the rules and regulations promulgated by the FDIC. Any non-mortgage servicing asset or other asset subject to impairment according to SFAS No. 140, Accounting for Transfers and Servicing of Financial assets and Extinguishment of Liabilities, shall be evaluated for corresponding impairment test as of March 1, 2004; (b) interest-only strips and nonfinancial equity investments required to be deducted from "Tier I" or "Core Capital" under Subpart A (12 CFR 352.2(v)) to the extent included within stockholders' equity; (c) the total amount of B&T's NOL's, multiplied by 39%; (d) unrealized holding losses on held-for-maturity equity securities; (e) with respect to each B&T Federal Home Loan Bank ("FHLB") advance, an amount equal to the penalty and costs (in excess of the principal amount of such advance plus accrued interest to the date of

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.