Carrying Value Sample Clauses

Carrying Value. For the purposes of Sections 2.1 and 5.5 hereof, -------------- "Carrying Value" of any share of Common Stock being purchased by Endo LLC shall ------------- be equal to the price paid by the selling Employee Stockholder for any such share.

Carrying Value. For the purposes of this Agreement, the “Carrying Value” of any share of Common Stock being purchased by the Company shall be equal to the price paid by the selling Management Stockholder for any such share, less the amount of dividends and other distributions, if any, paid in respect of such share.

Carrying Value. For the purposes of this Agreement, "Carrying Value" of any share of Company Stock being purchased by the Company shall be equal to the price paid by the selling Management Stockholder for any such share ("Cost"), less the amount of dividends paid to such Management Stockholder in respect of any such share. Notwithstanding anything to the contrary herein, (i) in the case of any share of Common Stock that was issued in exchange for any share of Series B Preference Stock outstanding prior to the Closing pursuant to the Share Exchange (as defined in the Recapitalization Agreement), Cost shall be deemed to be the Redemption Price, and the Carrying Value shall be calculated as set forth above commencing from the date of the Closing through the date of purchase by the Company pursuant to Article II or III and (ii) in the case of any share of Common Stock that was issued upon the exercise of any stock option issued prior to the Closing or issued in exchange for option issued prior to the Closing ("Pre-existing Option"), Cost shall be deemed to be the Redemption Price and the Carrying Value shall be calculated as set forth above.

Carrying Value. (a) With respect to Property contributed to the Company, the fair market 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 Company 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 at the time of liquidation of the Company and from time to time in accordance with SECTION 1.704-1(b)(2)(iv)(f) of the Regulations.

Carrying Value. 3 1.14 Certificate...............................................4 1.15

Carrying Value. The Seller hereby represents to the Acquiror and the Company that: (a) with respect to each Protected Asset, (i) the outstanding principal balance of such Protected Asset as of June 30, 2009 multiplied by (ii) the Carrying Value Percentage with respect to such Protected Asset is equal to the carrying value of such Protected Asset for statutory accounting purposes as of June 30, 2009, and (b) the information set forth on Schedule 1 is correct in all material respects. If it is determined that the representation set forth in this Section 2.1.2 is incorrect, the parties hereto agree to correct Schedule 1 accordingly and any payments and calculations made based on such incorrect information shall be recalculated based on the corrected information.

Carrying Value. With respect to any Partnership asset, the asset's adjusted basis for federal income tax purposes, except as follows: A. The initial Carrying Value of any asset contributed (or deemed contributed) to the capital of the Partnership shall be such asset's gross fair market value at the time of such contribution, as determined by the General Partner or otherwise specifically agreed to between the Partnership and the Partner making (or deemed to make) such contribution; B. The Carrying Value of each Partnership asset shall be adjusted to equal its respective gross fair market value as of the following times: (A) the acquisition of an additional Partnership Interest by any new or existing Partner in exchange for more than a DE MINIMIS Capital Contribution; (B) the distribution by the Partnership to a Partner of more than a DE MINIMIS amount of Partnership Property other than money, unless all Partners receive simultaneous distributions of undivided interests in the distributed Partnership Property in proportion to their Partnership Interests; and (C) such other times as required under applicable Regulations; C. The Carrying Value of each Partnership asset shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such asset pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Treasury Regulations Section l.704-l(b)(2)(iv)(m) and Section 1.44 and Section 6.9 below hereof; provided, however, that the Carrying Value shall not be adjusted pursuant to this clause (iii) to the extent an adjustment is made pursuant to clause (ii) above in connection with a transaction that would otherwise result in an adjustment pursuant to this clause (iii); and D. If the Carrying Value of an asset has been determined pursuant to clause (i), (ii) or (iii) above, such Carrying Value shall thereafter be adjusted in the same manner as the asset's adjusted basis for federal income tax purposes except that Depreciation deductions shall be computed based upon the Carrying Values of the Partnership's assets rather than upon the assets' adjusted bases for federal income tax purposes.

Carrying Value 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 Members’ and assignees’ Capital Accounts in respect of such Contributed Property, and (b) with respect to any other Company 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 4.04(d)(i) and 4.04(d)(ii) and to reflect changes, additions or other adjustments to the Carrying Value for dispositions and acquisitions of Company properties, as deemed appropriate by the Board of Directors.

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Carrying Value. Atari’s financial statements in effect on the Effective Date, indicates that the carrying value of the DEER HUNTER Brand Assets is Four Hundred Thousand Euros (€400,000).