Closing Date NAV means the Net Asset Value of the Business as of the Closing Date, as finally determined in accordance with Section 2.5.
Closing Date NAV means an amount (which may be a positive or negative number) equal to (x) the value of the Other Business Assets less (y) the value of the Assumed Liabilities, in each case as of the Closing Date prior to giving effect to the Additional Cash Transfer and determined in accordance with GAAP, consistent with the accounting principles and practices applied in the preparation of the sample Closing Date NAV (which has been prepared in a manner consistent with the accounting principles and practices applied in the preparation of the audited consolidated financial statements of the Company for the years ended March 31, 2006 and 2007), which is attached hereto as Exhibit B; provided, however, that the sample Closing Date NAV attached hereto as Exhibit B does not include the assets and liabilities related to the Company’s business of providing services and products to aerospace and defense clients that are not U.S. Government Bodies, which assets and liabilities shall be included in Closing Date NAV. 1.30 “Code” means the U.S. Internal Revenue Code of 1986, as amended. 1.31 “Collaboration Agreements” means the agreements, in the forms attached hereto as Exhibit C, between Newco and the Company, to be executed as of the Closing Date, relating to the collaboration between the Company and Newco with respect to certain customers of the Other Businesses and the U.S. Government Business, as applicable. 1.32 “Co-Marketing Customer” has the meaning set forth in Section 4.09(f)(iii). 1.33 “Commercial Acquired Company” has the meaning set forth in Section 4.09(b). 1.34 “Commercial Partners” means those Persons set forth on Schedule 1.34. 1.35 “Commercial Restructuring” means the actions taken in connection with the restructuring of the Other Businesses in connection with and prior to the Spin Off, including the actions set forth in Steps 1 — 4 on Exhibit D; retirement or termination of certain Commercial Partners or staff of the Other Businesses; terminating or restructuring operations of the Other Businesses; any funding of retirement plans (including, but not limited to, the German defined benefit pension plans); terminating or amending leases; rationalizing overhead; acquiring, building and redesigning infrastructure; recapitalizing and/or otherwise restructuring the Other Subsidiaries (including by way of forming new Subsidiaries, making entity tax classification elections or other tax elections, incurring third-party or intercompany debt or transferring Other
Closing Date NAV means an amount (which may be a positive or negative number) equal to (x) the value of the Other Business Assets less (y) the value of the Assumed Liabilities, in each case as of the Closing Date prior to giving effect to the Additional Cash Transfer and determined in accordance with GAAP, consistent with the accounting principles and practices applied in the preparation of the sample Closing Date NAV (which has been prepared in a manner consistent with the accounting principles and practices applied in the preparation of the audited consolidated financial statements of the Company for the years ended March 31, 2006 and 2007), which is attached hereto as Exhibit B; provided, however, that the sample Closing Date NAV attached hereto as Exhibit B does not include the assets and liabilities related to the Company’s business of providing services and products to aerospace and defense clients that are not U.S. Government Bodies, which assets and liabilities shall be included in Closing Date NAV.