Closing Valuation definition

Closing Valuation means the Valuation dated 27 November 2014 and delivered as a condition precedent document pursuant to Clause 4 (Conditions to signing). Code means the US Internal Revenue Code of 1986.
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Closing Valuation means $54,000,000.
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Closing Valuation means (i) EBITDAR for the twelve (12) month period ended on the Final Measurement Date multiplied by (ii) the Business Valuation Multiple minus (iii) any Debt as of the Final Measurement Date plus (iv) any Cash as of the Final Measurement Date.
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Examples of Closing Valuation in a sentence

  • For purposes of paragraph 1.1(a), Target's net value shall be (a) the value of the Assets computed as of the close of regular trading on the New York Stock Exchange ("NYSE") on the date of the Closing ("Valuation Time"), using the valuation procedures set forth in its then-current prospectus and statement of additional information ("SAI"), less (b) the amount of the Liabilities as of the Valuation Time.

  • In this regard, the parties hereto agree that (i) the Initial Candie's Shares shall be valued at a price per share equal to the closing price of a share of Candie's Common Stock on the Closing Date, and (ii) the Additional Candie's Shares, if any, shall be valued at the Post Closing Valuation Price Per Share.

  • For purposes of paragraph 3.1(a), Target's NAV shall be (a) the value of the Assets computed as of the close of regular trading on the New York Stock Exchange ("NYSE") (currently 4:00 p.m., Eastern time) on the date of the Closing ("Valuation Time"), using the valuation procedures set forth in Target's then-current prospectus and statement of additional information, less (b) the amount of the Liabilities as of the Valuation Time.

  • Such ad valorem Taxes shall be estimated, apportioned and pro-rated among Seller and Purchaser as of the Closing Date, and the prorated amount due Purchaser shall be credited to the Closing Valuation.

  • For purposes of paragraph 1.1(a), Target's net value shall be (a) the value of the Assets computed as of the close of regular trading on the New York Stock Exchange ("NYSE") on the date of the Closing ("Valuation Time"), using the valuation procedures set forth in Trust's then-current prospectus regarding Class I shares and statement of additional information (collectively, "P/SAI"), less (b) the amount of the Liabilities as of the Valuation Time.

  • The term "Post Closing Valuation Price Per Share" shall mean the greater of (a) the highest closing sale price of a share of Candie's Common Stock, as reported on the Nasdaq Stock Market, during the Valuation Period, and (b) $6.0625.

  • Accordingly, for administrative convenience, BondCo shall withhold from its contribution to Growth Partners (or its designated direct or indirect Subsidiary), and shall not contribute, an amount of CEOC Notes (otherwise subject to contribution as set forth in Section 3.2) with an aggregate value (determined in accordance with the CEOC Notes Closing Valuation Methodology) equal to the Rights FMV (the “CEOC Notes Restoration Amount”).

  • Notwithstanding any other provision of this Section 10, in no event shall a person be entitled to indemnification hereunder unless, and only to the extent that, the aggregate amount of all Damages for which such person would otherwise be entitled to indemnification exceeds in the aggregate (when considered together with other persons similarly situated) one percent (1%) of the Closing Valuation.

  • In the event the value of the Inventory determined by the Post Closing Valuation described below results in a cost of goods sold less than or equal to 48% of sales for the last completed month prior to the Closing Date, there will be no adjustments made to the Purchase Price as a result of this paragraph.

  • Notwithstanding any other provision ----------------------------- of this Section 10, in no event shall a person be entitled to indemnification ---------- hereunder unless, and only to the extent that, the aggregate amount of all Damages for which such person would otherwise be entitled to indemnification exceeds in the aggregate (when considered together with other persons similarly situated) one percent (1%) of the Closing Valuation.


More Definitions of Closing Valuation

Closing Valuation means the amount equal to (A) $88,000,000 plus (B) $2,400,000 representing the net present value of Company net operating losses usable by Parent, plus (C) the Excess Working Capital Amount, if any, minus (D) the Deficient Working Capital Amount, if any, minus (E) the total amount of balance sheet liabilities determined under GAAP related to the Deferred Compensation Plan as of immediately prior to the Effective Time.
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Closing Valuation has the meaning set forth in Section 2.02(b).
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Closing Valuation has the meaning given in clause 5.1;
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Closing Valuation has the meaning set forth in Exhibit C.
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Closing Valuation means the average of the following: (i) the product of 1.332 and Company’s revenues from operations (“Revenues”) for fiscal year 2008 as reflected in the Income Statement and (ii) the product of 6.813 and the average of earnings before interest, taxes, depreciation and amortization from Company’s operations (“EBITDA”) for fiscal years 2007, 2008 and 2009. For purposes of the Closing Valuation, EBITDA for fiscal years 2007 and 2009 shall be deemed to be $955,700 and $3,353,500, respectively, and EBITDA for fiscal year 2008 shall be as reflected in the Income Statement.
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Related to Closing Valuation

  • Closing Value means, as of a particular date, the value of a Share determined by the closing sales price for such Share (or the closing bid, if no sales were reported) as quoted on The New York Stock Exchange for the last market trading day prior to the date of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable.

  • Ending Value means the average of the values of the Basket at the close of the market on five business days shortly before the maturity date of the Notes. We may calculate the Ending Value by reference to fewer than five or even a single day's closing value if, during the period shortly before the maturity date of the Notes, there is a disruption in the trading of a sufficient number of stocks included in any Basket Index or certain futures or options contracts relating to a Basket Index.

  • Carrying Value means (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 Partners’ Capital Accounts in respect of such Contributed Property, and (b) with respect to any other Partnership 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 5.5(d)(i) and 5.5(d)(ii) and to reflect changes, additions or other adjustments to the Carrying Value for dispositions and acquisitions of Partnership properties, as deemed appropriate by the General Partner.

  • Heating Value means the heat released by combustion of one pound of waste or fuel measured in Btu on an as received basis. For solid fuels, the heating value shall be determined by use of ASTM Standard D2015-66.

  • Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.

  • Assessed Valuation means the amount for which the Real Property is assessed pursuant to applicable provisions of the New York City Charter and of the Administrative Code of the City of New York for the purpose of imposition of Taxes.

  • Gross Heating Value means the total heat expressed in megajoules per cubic metre (MJ/m³) produced by the complete combustion at constant pressure of one (1) cubic metre of gas with air, with the gas free of water vapour and the temperature of the gas, air and products of combustion at standard temperature and all water formed by the combustion reaction condensed to the liquid state;

  • Initial Valuation means, when used with reference to specified Collateral, the Valuation initially performed for the Collateral as of the date on which the Collateral was added to the Collateral Pool. The Initial Valuation for each of the Initial Mortgaged Properties is as set forth in Exhibit A to the Agreement.

  • Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).

  • Approved Valuation Firm means, with respect to any Collateral Obligation, any valuation firm either (a) specified on the related Asset Approval Request and approved on the related Approval Notice or Reinvestment Request or (b) otherwise approved in writing by the Administrative Agent in its reasonable discretion.

  • Call Valuation Date means the first Scheduled Trading Day of the month following the expiry of 35 calendar days after the Issuer’s Call Date. For the avoidance of doubt, the 35 calendar day period is mandatory and non- waivable by either the Issuer or the Holder.

  • Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).

  • Independent Valuation has the meaning set forth in Section 1.68(d).

  • Bid Valuation Date means May 10, 2010.

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • Closing Balance Sheet has the meaning set forth in Section 2.4(a).

  • Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.2(a).

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • Pre-Closing Straddle Period means the portion of the Straddle Period ending on the Closing Date.

  • Fair Valuation means the determination of the value of the consolidated assets of a Person on the basis of the amount which may be realized by a willing seller within a reasonable time through collection or sale of such assets at market value on a going concern basis to an interested buyer who is willing to purchase under ordinary selling conditions in an arm’s length transaction.

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • SF1-4 Intrinsic Loss Estimate means total losses under this Single Family Shared-Loss Agreement in the amount of eighteen million dollars ($18,000,000.00).