Net Book Value of the Acquired Assets definition

Net Book Value of the Acquired Assets. (the "Cash Payment") in immediately available funds transferred to a bank account of Transferor in accordance with instructions delivered to Transferee not later than the business day prior to the Closing, subject to adjustment as provided in Section 4.6(c). Net Book Value shall be calculated as provided in Section 4.3(c).
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Net Book Value of the Acquired Assets means, with respect to any date, the net book value of the Acquired Assets (not including Accounts Receivable, Unbilled Revenue or Regulatory Assets) as of such date, less the Assumed Obligations (not including Customer Deposits or Regulatory Liabilities) specified on Schedule 5.5. Other than the Assumed Obligations specified on Schedule 5.5, the Net Book Value of the Acquired Assets will not be adjusted for other Assumed Obligations.
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Net Book Value of the Acquired Assets means the net book value -------------------------------------- of the Acquired Assets less the Assumed Obligations specified on Schedule -------- 5.5. Other than the Assumed Obligations specified on Schedule 5.5, the Net --- Book Value of the Acquired Assets will not be adjusted for other Assumed Obligations.
Sample 1

Examples of Net Book Value of the Acquired Assets in a sentence

  • In full consideration for the transfer of the Acquired Assets, but subject to the adjustment, if any, required by Section 3.2, at the Closing, Transferee shall deliver to Transferor cash in the amount equal to the Net Book Value of the Acquired Assets (the “Cash Payment”) in immediately available funds transferred to a bank account of Transferor in accordance with instructions delivered to Transferee not later than the business day prior to the Closing, subject to adjustment as provided in Section 4.4(c).

  • Except for (i) the Liabilities set forth in ----------------------- Schedule 5.6, (ii) Liabilities reflected or reserved against in the Statement of ------------ Net Book Value of the Acquired Assets at March 31, 2005, and (iii) Liabilities incurred after March 31, 2005 that, individually or in a series of related transactions, would not reasonably be expected to result in a Liability of $500,000 or more, Seller has not incurred any Liabilities that will be Assumed Obligations as of the Effective Time.

  • The purpose of such review will be to allow Buyer to review changes to the Net Book Value of the Acquired Assets from March 31, 2005 to the Effective Time.

  • The Purchase Price Certificate shall be prepared on the same basis and in the same format as the Statement of Net Book Value of the Acquired Assets as of March 31, 2005 is presented on Schedule 5.5. The Purchase Price to ------------ be paid at Closing shall be in the amount set forth in the Purchase Price Certificate.

  • Attached hereto -------------------------------------------------- as Schedule 5.5 is a statement of the Net Book Value of the Acquired Assets ------------ as of March 31, 2005 (the "Statement of Net Book Value of the Acquired Assets").

  • Until the Closing, within 45 days after the end of each June, September, December and March, Seller shall deliver to Buyer Statements of Net Book Value of the Acquired Assets for the quarterly periods ending on the last day of each such June, September, December and March.

  • Not less than ten (10) Business Days prior to the Closing Date, Seller will prepare and deliver to Buyer a certificate (the "Purchase Price -------------- Certificate") of an authorized officer of Seller setting forth Seller's best ----------- good faith estimate of the Net Book Value of the Acquired Assets as of the Effective Time.

  • Except for (i) the Liabilities set forth in ----------------------- Schedule 5.6, (ii) Liabilities reflected or reserved against in the Statement of Net Book Value of the Acquired Assets at March 31, 2005, and (iii) Liabilities incurred after March 31, 2005 that, individually or in a series of related transactions, would not reasonably be expected to result in a Liability of $500,000 or more, Seller has not incurred any Liabilities that will be Assumed Obligations as of the Effective Time.

  • Buyer further acknowledges and agrees with respect to the Net Book Value of the Acquired Assets as of March 31, 2005 that Buyer has had the opportunity to review and concur with the accounting methods and procedures underlying the calculations of such Net Book Value of the Acquired Assets to Buyer's full satisfaction.

  • If the Net Book Value of the Acquired Assets set forth on the Purchase Price Certificate exceeds the Final Amount, Seller will pay Buyer the difference promptly, but no later than five (5) days following the final determination of such Final Amount under Section 3.2(c), by wire transfer -------------- of immediately available funds to an account designated by Buyer.


More Definitions of Net Book Value of the Acquired Assets

Net Book Value of the Acquired Assets means the net book value ------------------------------------- of the Acquired Assets less the Assumed Obligations specified on Schedule -------- 5.5. Other than the Assumed Obligations specified on Schedule 5.5, the Net --- ------------ Book Value of the Acquired Assets will not be adjusted for other Assumed Obligations.
Sample 1

Related to Net Book Value of the Acquired Assets

  • Acquired Assets has the meaning set forth in Section 2.1.

  • Sale Assets is defined in Section 5.2(a)(ii).

  • Acquisition Assets With respect to an Acquisition, the aggregate net assets as of the effective date of such Acquisition of all Acquired Funds.

  • Purchased Assets has the meaning set forth in Section 2.1.

  • Aggregate Assets means the value of the Sub-Advised Assets and the Other Accounts on the Valuation Date during the applicable calendar month. The values for the Sub-Advised Assets and Other Accounts shall be as reported by the applicable custodian and fund administrator.

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.

  • Portfolio Assets means the portion of the net assets of the Fund managed by the Sub-Adviser pursuant to the following investment strategy as agreed to by the Adviser and the Sub-Adviser in a separately negotiated investment mandate: Emerging Markets (each a “Strategy”).

  • Included Assets has the meaning in Section 5.1(d)(ii)(A).

  • Net Book Value means the net book value of the relevant Supplier Asset(s) calculated in accordance with the depreciation policy of the Supplier set out in the letter in the agreed form from the Supplier to the Costumer of even date with this Call Off Contract;

  • Fair salable value means the amount that could be obtained for assets within a reasonable time, either through collection or through sale under ordinary selling conditions by a capable and diligent seller to an interested buyer who is willing (but under no compulsion) to purchase.

  • Related Business Assets means assets (other than cash or Cash Equivalents) used or useful in a Similar Business; provided that any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

  • Net Tangible Assets means the total of all assets (including revaluations thereof as a result of commercial appraisals, price level restatement or otherwise) appearing on the Company’s balance sheet, net of applicable reserves and deductions, but excluding goodwill, trade names, trademarks, patents, unamortized debt discount and all other like intangible assets (which term shall not be construed to include such revaluations), less the aggregate of the Company’s current liabilities appearing on such balance sheet. For purposes of this definition, the Company's balance sheet does not include assets and liabilities of its subsidiaries.

  • Excluded Asset Disposition means an Asset Disposition permitted pursuant to Section 7.05 other than Asset Dispositions pursuant to Sections 7.05(vii), (xiii), and (xv).

  • Excluded Assets has the meaning set forth in Section 2.2.

  • Undepreciated Real Estate Assets as of any date means the cost (original cost plus capital improvements) of real estate assets of the Company and its Subsidiaries on such date, before depreciation and amortization, determined on a consolidated basis in accordance with GAAP.

  • Consolidated Net Tangible Assets means total assets (less depreciation and valuation reserves and other reserves and items deductible from gross book value of specific asset accounts under GAAP) after deducting therefrom (i) all current liabilities and (ii) all goodwill, trade names, trademarks, patents, unamortized debt discount, organization expenses, and other like intangibles, all as set forth on the most recent balance sheet of the Company and its consolidated Subsidiaries and computed in accordance with GAAP.

  • Present Fair Saleable Value means the amount that could be obtained by an independent willing seller from an independent willing buyer if the assets (both tangible and intangible) of the applicable Person and its subsidiaries taken as a whole are sold on a going-concern basis with reasonable promptness in an arm’s-length transaction under present conditions for the sale of comparable business enterprises insofar as such conditions can be reasonably evaluated.

  • Real Estate Assets means any investment by the Company or the Operating Partnership in unimproved and improved Real Property (including fee or leasehold interests, options and leases), directly, through one or more subsidiaries or through a Joint Venture.

  • Specified Assets the following property and assets of such Grantor:

  • Transferred Business has the meaning ascribed to such term in the Separation Agreement.

  • Designated Assets means any property or assets (including Capital Stock of any Subsidiary) of Holdings, the Restricted Parent, the Issuer and their respective Restricted Subsidiaries constituting a business, a line or unit of a business or used in operating a business substantially as an entirety.

  • Transferred Real Property has the meaning set forth in Section 1.1(p).

  • Liquid Assets mean Borrower's cash on hand plus Borrower's readily marketable securities.

  • Consolidated Assets means, at a particular date, all amounts which would be included under total assets on a consolidated balance sheet of the Company and its Subsidiaries as at such date, determined in accordance with GAAP.

  • Tangible Assets means assets consisting of land, buildings and plant, machinery and equipment;

  • Wholesale acquisition cost means the same as that term is defined in 42 U.S.C. Sec. 1395w-3a.