Estimated Net Book Value definition

Estimated Net Book Value has the meaning set forth in Section 2.2(a).

Estimated Net Book Value has the meaning assigned to it in Section 3.1(b).

Estimated Net Book Value has the meaning ascribed to it in Section 1.02(b)(i). “Excess Amount” has the meaning ascribed to it in Section 1.02(b)(iv). “Excess Earnout Shares” has the meaning ascribed to it in Section 1.05. “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. “Fair Market Value” means the volume weighted average price of Purchaser common stock on the NASDAQ Stock Market for the ten (10) Trading Days immediately preceding the applicable date. “Final Net Book Value” has the meaning ascribed to it in Section 1.02(b)(iv). “Financial Statements” means the financial statements of the Company delivered to Purchaser pursuant to Section 2.08. “GAAP” means generally accepted accounting principles, consistently applied throughout the specified period and in the immediately prior comparable period. “General Partner” has the meaning ascribed to it in the forepart of this Agreement. “Governmental or Regulatory Authority” means any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (including, without limitation, the United States Securities and Exchange Commission, the New York Stock Exchange, The Nasdaq Stock Market and the American Stock Exchange). “Indebtedness” of any Person means all obligations of such Person (i) for borrowed money, (ii) evidenced by notes, bonds, debentures or similar instruments, (iii) for the deferred purchase price of goods or services (other than trade payables or accruals incurred in the ordinary course of business), (iv) under capital leases and (v) in the nature of guarantees of the obligations described in clauses (i) through (iv) above of any other Person.

Examples of Estimated Net Book Value in a sentence

• At least ten (10) Business Days before the Closing, Seller shall prepare and deliver to Buyer a statement, prepared in accordance with the Accounting Principles (the “Estimated Purchase Price Statement”), setting forth Seller’s good faith estimates of the Estimated Accrued Leave Liability, the Estimated Net Book Value of Designated Excluded Assets and the calculation of the Estimated Purchase Price, as determined in accordance with Section 2.05 (the “Estimated Purchase Price”).

• If the Final Net Book Value is less than the Estimated Net Book Value, Seller will pay to Buyer an amount equal to such deficiency by wire transfer or delivery of other immediately available funds within three Business Days after the date on which the Final Balance Sheet finally is determined pursuant to Section 1.5.4 above.

• In the event that the Final Net Book Value is equal to Estimated Net Book Value, no payments will be made pursuant to this Section 1.7.1.

• If the Final Net Book Value exceeds the Estimated Net Book Value, Buyer will pay to Seller an amount equal to such excess by wire transfer or delivery of other immediately available funds within three Business Days after the date on which the Final Balance Sheet finally is determined pursuant to Section 1.5.4 above.

• In the event the parties are unable to agree on the Estimated Net Book Value prior to the Closing Date, the parties shall use the Net Book Value as reflected on the Latest Balance Sheet attached hereto as Exhibit 1.

More Definitions of Estimated Net Book Value

Estimated Net Book Value means the Net Book Value as estimated in good faith by Seller no later than ten (10) Business Days prior to the Closing Date.

Estimated Net Book Value means the Net Book Value estimated in good faith by Seller pursuant to Section 3.1(b). “Estimated Rimage Sub Cash” means the Rimage Sub Cash estimated in good faith by Seller pursuant to Section 3.1(b). “Exchange Act” means the Securities Exchange Act of 1934, as amended.

Estimated Net Book Value means Seller’s good faith estimation of the Actual Net Book Value, as of the close of business on the Friday immediately prior to the anticipated Closing Date, except in the case of Inventory, which shall be as of the last day of the month immediately preceding the month during which the Closing Date occurs, which estimation shall be conclusive for purposes of determining the Purchase Price, subject only to post-Closing adjustment as provided in Section 2.4.

Estimated Net Book Value means $322,513,000.

Estimated Net Book Value shall have that meaning set forth ------------------------ in Section 2.7(a) hereof. --------------

Estimated Net Book Value. 2.03(b) “Excluded Assets” 2.01(b) “Excluded Liabilities” 2.02(b) “Extra Assets” 5.10(c)

Estimated Net Book Value means the Net Book Value estimated in good faith by Seller pursuant to Section 3.1(b).