Actual Book Value definition

Actual Book Value means of the amount of the net asset value in respect of the Group as specified in the Completion Accounts, calculated in accordance with Schedule 4 and comprising each of the line items set out in Appendix 1 to Schedule 4 (Completion Accounts Format); “Affiliates” means: (a) in the case of the Sellers, such Seller’s Affiliates; and (b) in the case of the Purchaser, the Purchaser Affiliates; 2 “Articles” means the articles of association of Warwick Topco as of the date hereof or as amended in accordance with the terms of this Agreement; “Authority” means any governmental, statutory, regulatory or industry authority, agency, body or other instrumentality thereof or prosecutor (including any stock exchange or listing authority, any data protection supervisory authority, the BMA), political subdivision, court or arbitrator; “Axonic Capital Seller” has the meaning given to it in the Parties section of this Agreement; “Axonic Funding Seller” has the meaning given to it in the Parties section of this Agreement; “Axonic Sellers” means the Axonic Funding Seller and the Axonic Capital Seller; “B Preference Shares” means the B preferred shares of £0.001 nominal value each in the capital of Warwick Topco; “Blue Owl Seller” has the meaning given to it in the Parties section of this Agreement; “BMA” means the Bermuda Monetary Authority; “Business Day” means a day (other than a Saturday or Sunday or a public holiday) when commercial banks are open for ordinary banking business in Bermuda and New York; “Claim” means any claim, proceeding, suit or action against any Seller arising out of or in connection with this Agreement; “Companies Act” means the Companies Act 2006, as amended at any time prior to the date of this Agreement; “Completion” means the completion of the sale and purchase of the Sale Shares under this Agreement; “Completion Accounts” means the accounts prepared in accordance with Part 1 of Schedule 4 (Rules for Preparation of Completion Accounts); “Completion Date” means the date of this Agreement; “Confidentiality Agreements” means the confidentiality agreements dated: (a) 29 April 2025 between Warwick Topco, the Purchaser and the ITE Seller; and (b) 19 May 2025 between the Purchaser and the Blue Owl Seller; “Connected Person” means, in respect of an individual person: (a) the spouse or civil partner, parents and siblings (including step-siblings and half-siblings) and direct descendants of such individual and their respective spouses or civil partners, pa...

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Actual Book Value means an amount equal to the total assets of the Companies minus the total liabilities of the Companies, in each case as at the Closing Date, as determined by reference to the Book Value Closing Statement.

Examples of Actual Book Value in a sentence

• Any payments required by this Section 3.2(e) shall be made (i) by bank wire transfer of immediately available funds to an account designated in writing by the Party receiving payment and (ii) within five (5) Business Days from the date on which the Actual Book Value Amount is finally determined.

• If the Actual Book Value Amount is greater than the Estimated Book Value Amount, then Buyer shall pay Seller such excess.

• Any such disputed items that are resolved by a written agreement between the Purchaser and the Representative shall be final, binding and conclusive on the parties and shall become part of the calculation of Actual Book Value.

• The purpose of this Side Letter is to set forth the terms and conditions under which Buyer will issue promissory notes to Seller evidencing Buyer’s obligation to pay Seller the Actual Book Value Amount pursuant to Section 3.2 of the APA and to amend the APA pursuant to Section 12.4 of the APA, effective as of the date of this Side Letter.

• Notwithstanding any provision to the contrary, but subject to any offsets herein, Purchaser shall pay to Seller all funds collected by Purchaser on (i) accounts written off by Seller prior to Closing which are not reflected in the determination of Actual Book Value of Assets and (iii) the Uncollected Accounts Receivable.

• The Actual Book Value, as finally determined pursuant to this Section 2.4 (whether by failure of the Representative to deliver a timely notice of disagreement, by agreement of the Representative and the Purchaser or by determination of the accounting firm), shall be referred to herein as the "Final Book Value".

• If the Purchaser, acting reasonably, determines that an audit of the Companies financial records is required to accurately determine Actual Book Value, the Purchaser shall advise the Representative whereupon the Purchaser may proceed to ask the Companies’ auditors to audit the Book Value Closing Statement, with the cost of such audit borne equally by the Purchaser, on the one hand, and by the Vendors in the proportion of their Percentage Interest, on the other hand.

• If the Actual Book Value of Assets exceeds $11,579,711, Purchaser shall pay to Seller, within two (2) Business Days after the determination of such excess by wire transfer or delivery of other immediately available funds.

• Adjusted Book Value equals Actual Book Value plus any common share dividends declared plus sixty five percent of any provider withhold return amounts authorized during the applicable period.