Closing Book Value. The Closing Book Value of Sobieski shall not be less than $3.5 million (assuming for purposes of this computation that the Excluded Assets described in Section 2.02(c)(i) have a book value, net of reserves, of $7,586,741).
Closing Book Value. The Closing Book Value of FSB shall not be less than the consolidated stockholders' equity of FSB as of September 30, 2003. As used in the preceding sentence, the term "Closing Book Value" shall mean 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. Immediately prior to the Closing, the total stockholders' equity account determined in accordance with generally accepted accounting principles on a basis consistent with the Company Financial Statements, of the Company shall not be less than $13.5 million, as reasonably determined by First Federal's independent public accountant, in consultation with the Company's independent public accountant; provided, however, that for purposes of calculating total stockholders' equity, the Company's expense associated with the severance payments due under the employment agreements between Mid-Iowa and Xxxxx X. Xxxxx and Xxxx Xxxx dated as of October 19, 1992, will not be counted.
Closing Book Value. The Closing Book Value of Liberty at the end of the month prior to the Effective Date (including any reduction required as a result of the payment of accrued benefits under the Defined Benefit Plan as provided in Section 4.10 hereof, and any reduction required as a result of reasonable expenses relating to the Merger Conversion) shall not be less than $500,000. As used in the preceding sentence, the term “Closing Book Value” shall mean 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.
Closing Book Value. Closing Book Value" (whether or not positive) means (a) the net book value, on a combined basis, of the Assets, excluding the Excluded Assets, minus the Continuing Liabilities at the Closing, as determined in accordance with generally accepted accounting principles, applied on a consistent basis ("GAAP"), MINUS (b) the recorded value of any goodwill or (except as noted above in this Section 1.4.1.3) any other intangible asset, MINUS (c) a reserve for any specific Accounts Receivable of the Company which is not collected by the Company by the date the Closing Date Balance Sheet is prepared and is not deemed by KPMG LLP ("KPMG") as collectable by the Company within one hundred eighty days (180) after the Closing Date, MINUS (d) the amount which the Company or Buyer is required to pay after the Closing for any liability or obligation of the Company paid by the Buyer or the Company except the Continuing Liabilities, MINUS (e) an accrual of an employer match contribution consistent with Company's 1998 contribution percentage under the Company's 401(k) plan, MINUS (f) one-third of the costs necessary to obtain all necessary software licenses for software used by the Company. In determining Closing Book Value, the operation of the Business and the income and normal operating expenses attributable thereto through 11:59 p.m. on August 13, 1999 (the "Effective Time") shall be reflected in the Closing Book Value. Further, Closing Book Value shall be reduced by a general reserve for uncollectible Accounts Receivable of the Company in the amount of $30,000 and for a reserve for unused vacation leave for employees notwithstanding the Company's "use or lose" policy, as if the Company does not have such a policy. Revenues from clients and expenses for goods or services received both before and after the Effective Time, power and utilities charges, frequency discounts, prepaid cash sales, bonuses, wages, payroll taxes and rents and similar prepaid and deferred items shall be prorated as of the Effective Time and so reflected in the Closing Book Value. All revenues earned by the Company and all expenses incurred by the Company in the ordinary course of business ("Interim Expenses") between the Effective Time and the Closing Date ("Interim Period") shall increase Assets but not Closing Book Value, in the case of such revenues, and decrease Assets or increase Continuing Liabilities but not Closing Book Value, in the case of Interim Expenses. Provided, however, Interim Expense...
Closing Book Value. The Closing Book Value (as defined below) of MCB at the end of the month prior to the Effective Time of the Company Merger (excluding any reduction which might occur as a result of payments made by MCB to Xxxxx Financial, LLC pursuant to the terms of the agreement attached to Section 4.21 of the Disclosure Schedule and any reduction which might occur as a result of reasonable expenses or restructuring charges relating to the Mergers) shall not be less than $15,342,000. As used in the preceding sentence, the term "Closing Book Value" shall mean 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. The Closing Book Value of Dupont at the end of the month prior to the Closing Date (excluding any reduction which might occur as a result of reasonable expenses relating to the Merger) and excluding any accruals, reserves or charges taken by Dupont at the request of River under Section 4.15, shall not be less than $7,332,000 less the aggregate amount of Dupont's and Citizens' expenses incurred in connection with this Agreement and the consummation of the transactions contemplated hereby, including any payments, allocations, charges, accruals or expenses requested by RVB or River (the "Target Transaction Expenses"). As used in the preceding sentence, the term “Closing Book Value” shall mean the amount of the shareholders’ equity of Dupont as of the end of the month immediately preceding the Closing Date, determined in accordance with GAAP. Notwithstanding anything to the contrary in the foregoing, if the condition in this Section 5.3(g) is not met, RVB and River shall still be obligated to proceed with the Merger (assuming all other conditions precedent to such obligation are satisfied), if the aggregate Merger Consideration is reduced by the amount by which the Closing Book Value (as defined above) falls below $7,332,000 less the Target Transaction Expenses.
Closing Book Value. Immediately prior to the Closing, the total stockholders' equity account determined in accordance with generally accepted accounting principles on a basis consistent with the Company Financial Statements, of the Company shall not be less than $10.4 million, as reasonably determined by First Federal's independent public accountant, in consultation with the Company's independent public accountant; provided, however, that for purposes of calculating total stockholders' equity, the Company's expense associated with the issuance of stock appreciation rights (as contemplated by Section 7.12(c) hereof), and with the severance payments due under the employment agreement between Grinnell and Xxxxxxx X. Xxxxxx dated as of January 19, 1996, will not be counted.
Closing Book Value. Closing Book Value" means (a) the net book value on a combined basis of the Assets, excluding the Excluded Assets, minus the Assumed Liabilities at the Closing (whether or not positive), as determined in accordance with generally accepted accounting principles, applied on a consistent basis ("GAAP"), MINUS (b) the recorded value of any goodwill or (except as noted above in this Section 1.4.1.3) any other intangible asset, MINUS (c) a reserve for Accounts Receivable of the Seller which are not collected by the Buyer by the date the Closing Date Balance Sheet is prepared and are not deemed by KPMG Peat Marwick LLP ("KPMG") (defined below) as collectable by the Buyer within one hundred eighty days (180) after the Closing Date, MINUS (d) the amount which the Buyer is required to pay after the Closing for any liability or obligation of the Seller paid by the Buyer except the Assumed Liabilities. In determining Closing Book Value, the operation of the Business and the income and
Closing Book Value. “Closing Book Value” means the Company’s Net Worth at the Closing Date (whether or not positive), as determined in accordance with GAAP. In determining Closing Book Value, the operation of the Business and the income and normal operating expenses attributable thereto through the Closing Date shall be reflected in the Closing Book Value as of the end of the Closing Date. Revenues and expenses for services rendered or services received both before and after the Closing Date, Taxes, power and utilities charges, bonuses, wages, rents and similar prepaid and deferred items shall be prorated as of the Effective Time and so reflected in the Closing Book Value in accordance with GAAP. Exhibit 10.44
