Determination of Book Value of Company Assets. (a) BOOK VALUE. Except as set forth below, Book Value of any Company asset is its adjusted basis for federal income tax purposes.
Determination of Book Value of Company Assets. (a) Book Value. The initial "Book Value" of any Company asset as of the Roll-Up Date (taking into account the adjustment in connection with the Roll-Up Transaction described in Section 4.01(b)) shall be its fair market value on the Roll-Up Date as determined in good faith by the Board of Directors; provided, however, that in the case of the assets included within any Platform Group appraised by Houlihan, Lokey, Howard & Zukin pursuant to Section 2.04 of the Transfer and Exchangx Xxxxemexx, xhe initial Book Values of such assets shall be consistent with the value of such Platform Group set forth in such appraisal, as adjusted by the Board of Directors to reflect any adjustments described in Sections 2.04(b), 2.04(c), or 2.04(d) and as amended pursuant to Section 7.03 of the Transfer and Exchange Agreement.
Determination of Book Value of Company Assets
