Carrying Value. For the purposes of Sections 2.1 and 5.5 hereof, -------------- "Carrying Value" of any share of Common Stock being purchased by Endo LLC shall ------------- be equal to the price paid by the selling Employee Stockholder for any such share.
Carrying Value. For the purposes of this Agreement, the “Carrying Value” of any share of Common Stock being purchased by the Company shall be equal to the price paid by the selling Management Stockholder for any such share, less the amount of dividends and other distributions, if any, paid in respect of such share.
Carrying Value. 3 1.14 Certificate...............................................4 1.15
Carrying Value. For the purposes of this Agreement, "Carrying Value" of any share of Company Stock being purchased by the Company shall be equal to the price paid by the selling Management Stockholder for any such share ("Cost"), less the amount of dividends paid to such Management Stockholder in respect of any such share. Notwithstanding anything to the contrary herein, (i) in the case of any share of Common Stock that was issued in exchange for any share of Series B Preference Stock outstanding prior to the Closing pursuant to the Share Exchange (as defined in the Recapitalization Agreement), Cost shall be deemed to be the Redemption Price, and the Carrying Value shall be calculated as set forth above commencing from the date of the Closing through the date of purchase by the Company pursuant to Article II or III and (ii) in the case of any share of Common Stock that was issued upon the exercise of any stock option issued prior to the Closing or issued in exchange for option issued prior to the Closing ("Pre-existing Option"), Cost shall be deemed to be the Redemption Price and the Carrying Value shall be calculated as set forth above.
Carrying Value. (a) With respect to Property contributed to the Company, the fair market value of such Property reduced (but not below zero) by all depreciation, amortization and cost recovery deductions charged to the Partners' Capital Accounts in respect of such contributed Property, and (b) with respect to any other Company Property, the adjusted basis of such Property for federal income tax purposes, all as of the time of determination. The Carrying Value of any Property shall be adjusted at the time of liquidation of the Company and from time to time in accordance with SECTION 1.704-1(b)(2)(iv)(f) of the Regulations.
Carrying Value. The Seller hereby represents to the Acquiror and the Company that: (a) with respect to each Protected Asset, (i) the outstanding principal balance of such Protected Asset as of June 30, 2009 multiplied by (ii) the Carrying Value Percentage with respect to such Protected Asset is equal to the carrying value of such Protected Asset for statutory accounting purposes as of June 30, 2009, and (b) the information set forth on Schedule 1 is correct in all material respects. If it is determined that the representation set forth in this Section 2.1.2 is incorrect, the parties hereto agree to correct Schedule 1 accordingly and any payments and calculations made based on such incorrect information shall be recalculated based on the corrected information.
Carrying Value. (a) with respect to a Contributed Property, the Agreed Value of such property reduced (but not below zero) by all depreciation, amortization and cost recovery deductions charged to the Members’ and assignees’ Capital Accounts in respect of such Contributed Property, and (b) with respect to any other Company property, the adjusted basis of such property for federal income tax purposes, all as of the time of determination. The Carrying Value of any property shall be adjusted from time to time in accordance with Sections 4.04(d)(i) and 4.04(d)(ii) and to reflect changes, additions or other adjustments to the Carrying Value for dispositions and acquisitions of Company properties, as deemed appropriate by the Board of Directors.
Carrying Value. With respect to any Partnership asset, the asset's adjusted basis for federal income tax purposes, except as follows:
Carrying Value. An amount that is equal to: (i) with respect to Contributed Property, the fair market value of such property at the time of contribution, and thereafter reduced (but not below zero) by all depreciation, amortization and similar expenses charged to Capital Accounts pursuant to Section 3.4. hereof with respect to such property, and (ii) with respect to any other property, the Adjusted Basis of such property.
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