Actual Net Book Value Sample Clauses

Actual Net Book Value. Within sixty (60) days after the Closing Date, the Purchaser will conduct a review (the “Closing Review”) of the Net Book Value of the Company as of the Closing Date determined immediately following completion of the Closing and will prepare and deliver to the Company a computation of the amount of the Net Book Value as of such date (the “Draft Balance Sheet”). The Purchaser will make available to the Company all records and work papers used in preparing the Draft Balance Sheet. If the Company agrees with the Purchaser’s computation of the Draft Balance Sheet, then such calculation shall be hereinafter considered as the “Actual Net Book Value.” If the Company disagrees with the computation of the Net Book Value reflected on the Draft Balance Sheet, the Company may, within thirty (30) days after receipt of the Draft Balance Sheet, deliver a written notice (an “Objection Notice”) to the Purchaser setting forth the Company’s calculation of the amount of the Net Book Value as of the Closing Date. Notwithstanding the foregoing, to the extent that 110% of the lower of the estimated Net Book Value asserted by the Purchaser or the Company (the “Lowest Estimated Value”) exceeds the sum of the Closing Payment and the Escrow Amount, the Purchaser promptly following determination thereof shall pay to the Company from the Holdback Amount an amount equal to (a) the Lowest Estimated Value minus (b) the sum of the Closing Payment and the Escrow Amount, while the parties determine the Actual Net Book Value in accordance with this Section. To the extent that the greater of the estimated Net Book Value asserted by the Purchaser or the Company (the “Greatest Estimated Value”) is less than the sum of the Closing Payment, the Escrow Amount, and the Holdback Amount, the Company promptly following determination thereof shall pay to the Purchaser an amount equal to the sum of the Closing Payment, the Escrow Amount, and the Holdback Amount, less the Greatest Estimated Value, while the parties determine the Actual Net Book Value in accordance with this Section; provided, however, that if the amount to be paid by the Company is less than the Holdback Amount, in lieu of a separate payment by the Company, the Purchaser shall reduce the Holdback Amount by such amount in fulfillment of the payment obligation of the Company; provided, further that, if the amount to be paid by the Company exceeds the Holdback Amount, the Purchaser shall retain the entire Holdback Amount, and the Company sh...
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Related to Actual Net Book Value

  • Book Value The value of an asset on the books of the Company, before allowance for depreciation or amortization.

  • Current Assets The term "Current Assets" shall mean, with respect to the Company, cash and other assets that are expected to be converted into cash, sold or exchanged within one year from the Closing Date, including marketable securities, receivables, inventory and current prepayments .

  • Total Liabilities to Tangible Net Worth Ratio Maintain a ratio of total liabilities to Tangible Net Worth of less than .80 to 1.0 as of the end of each fiscal quarter.

  • Eligible Inventory As to each item of Inventory that is identified by any Borrower as Eligible Inventory in a Borrowing Base Certificate submitted to Agent, such Inventory is (a) of good and merchantable quality, free from known defects, and (b) not excluded as ineligible by virtue of one or more of the excluding criteria (other than Agent-discretionary criteria) set forth in the definition of Eligible Inventory.

  • Total Liabilities to Tangible Net Worth Permit or suffer the ratio of the consolidated Total Liabilities of the Company and its subsidiaries to the consolidated Tangible Net Worth of the Company and its subsidiaries to be greater than 1.85 to 1.00.

  • Unrestricted Cash and Cash Equivalents As of any date of determination, the sum of (a) the aggregate amount of Unrestricted cash and (b) the aggregate amount of Unrestricted Cash Equivalents (valued at fair market value). As used in this definition, “Unrestricted” means the specified asset is readily available for the satisfaction of any and all obligations of such Person. For the avoidance of doubt, Unrestricted Cash and Cash Equivalents shall not include any tenant security deposits or other restricted deposits.

  • Adjusted Net Worth The Guarantor will not permit Adjusted Net Worth as at the last day of any fiscal quarter of the Guarantor to be less than $1,000,000,000.

  • Adjusted Tangible Net Worth On the Effective Date, Seller’s Adjusted Tangible Net Worth is not less than the amount set forth in Section 2.1 of the Pricing Side Letter.

  • Minimum Consolidated Net Worth Permit the Consolidated Net Worth of the Company at the end of any fiscal quarter to be less than US$11,250,000,000 (“Minimum Amount”).

  • Off-Balance Sheet Liabilities The Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture in which such Person is a general partner or a joint venturer, except to the extent that the terms of such Indebtedness provide that such Person is not liable therefor.

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