Balance Sheet Adjustment. Seller has prepared a proforma unaudited balance sheet as of February 28, 2001 (the “Baseline Balance Sheet Date”), which is attached hereto as part of Schedule 3.1(d) (the “Baseline Balance Sheet”), in accordance with GAAP and on a basis consistent with that of the audited balance sheet of the Seller as of December 31, 2000, attached hereto as part of Schedule 3.1(d). In addition, Schedule 2.2 sets forth Seller’s and Buyer’s calculation of the net liabilities assumed. Not later than thirty (30) days after the Closing Date, Seller shall prepare in accordance with GAAP on a basis consistent with the Baseline Balance Sheet (provided that Accounts Receivable shall exclude items over 120 days) a balance sheet of the Seller as of the Closing Date (the “Closing Date Balance Sheet”), as well as a revised calculation of the net liabilities assumed based on the Closing Date Balance Sheet and prepared on a basis consistent with Schedule 2.2, both of which shall be delivered to Buyer. Following delivery of the Closing Date Balance Sheet and the revised calculation of the net liabilities assumed, the Purchase Price shall be adjusted as follows:
(i) if there is a decrease in the net liabilities assumed (excluding any reduction in the deferred revenue amount and any increase in capitalized software costs), the Purchase Price will be increased by the amount of decrease, if the absolute value of the decrease is greater than 5% of the net liabilities assumed as set forth on Schedule 2.2. If the absolute value of the decrease in the net li- abilities assumed is less than or equal to 5% of the net liabilities assumed as set forth on Schedule 2.2, then there will be no increase in the Purchase Price.
(ii) if there is an increase in the net liabilities assumed, the Purchase Price will be decreased by the amount of increase, if the increase is greater than 5% of the net liabilities assumed as set forth on Schedule 2.2. If the increase in the net liabilities assumed is less than or equal to 5% of the net liabilities assumed as set forth on Schedule 2.2, then there will be no decrease in the Purchase Price.
Balance Sheet Adjustment. The Cash consideration shall be adjusted based upon Network's balance sheet on the Closing Date (the "Balance Sheet Adjustment") to reflect X in the following formula: X = Y - Z, where X = the dollar amount of the increase or decrease in the Cash Consideration; Y = The total cash and the net realizable value of Networks' accounts receivable as of the Closing Date plus reimbursement for the actual cost of those phone cards printed for Networks prior to the Closing Date but which remain unactivated on the Closing Date. For purposes of this section, "net realizable value" shall mean the total amount received in connection with any of such accounts receivable within 75 days of the date hereof; and Z = the total of all of Network's liabilities as of the Closing Date, except those liabilities set forth on Schedule 2.5. If X is a positive number, then GTS shall distribute to the Shareholders, such amount in immediately available funds. Alternately, if X is a negative number, then the Shareholders shall pay such negative sum to GTS in immediately available funds, or if the Shareholders fail to so pay, then GTS shall be entitled, without the consent of the Shareholders, to decrease the principal amount of the Xxxxxxx Promissory Note and Xxxxxxx Promissory Note, in proportion to their respective ownership interests in Networks immediately prior to the Merger, by the amount of X. The Balance Sheet Adjustment shall be determined on or before 90 days after the Closing Date. GTS and the Stockholders will cooperate in good faith to prepare the Balance Sheet Adjustment. If any dispute arises over the preparation of the Balance Sheet Adjustment which cannot be reconciled by the Stockholders and GTS in good faith, the Stockholders and GTS will engage a mutually acceptable independent public accounting firm to determine the Balance Sheet Adjustment, such accounting fees to be paid by the parties equally. The Balance Sheet Adjustment determined by that accounting firm will be binding upon the Stockholders and GTS.
Balance Sheet Adjustment. The Purchase Price shall be reduced by an amount equal to the amount by which the value of Tangible Net Assets (the "Tangible Net Assets Value") as reflected in the Final Audited Balance Sheet is less than $450,000 (the "Balance Sheet Adjustment"); provided that no adjustment shall be made if the Tangible Net Assets Value equals or exceeds $450,000.
Balance Sheet Adjustment. The Final Audited Income Statement and the Final Audited Balance Sheet shall be attached as exhibits to the Adjustment Certificate. The Balance Sheet Adjustment and Earnings Adjustment stated in the Adjustment Certificate shall be binding upon the Seller and Shareholders.
Balance Sheet Adjustment. As used herein the "Balance Sheet Adjustment" shall mean: (i) where the Net Working Capital Adjustment and Net Worth Adjustment are both negative amounts, the most negative of such amounts; (ii) where either the net Working Capital Adjustment or Net Worth Adjustment is a positive amount and the other is a negative amount, the amount resulting from netting such amounts if negative, otherwise zero; or (iii) where the Net Working Capital Adjustment and Net Worth Adjustment are both positive amounts, zero.
Balance Sheet Adjustment. The term "Balance Sheet Adjustment" shall have the meaning assigned to it in Section 3.2.
Balance Sheet Adjustment. The Purchase Price shall be ------------------------ decreased by the amount (the "Negative Adjustment"), if any, by which the Actual TNW (as defined below) is less than the Minimum TNW (as defined below) and shall be increased by the amount (the "Positive Adjustment"), if any, by which the Actual TNW is greater than the Minimum TNW. The "Actual TNW" shall equal the Specified Assets as of the Effective Date, as reflected on the Closing Balance Sheet minus (b) the Specified Liabilities as of the Effectiveness Date, as reflected on the Closing Balance Sheet. The "Minimum TNW" shall equal One Million Two Hundred Fifty Thousand Dollars ($1,250,000).
Balance Sheet Adjustment. (a) Promptly after the Closing, Seller will prepare a balance sheet as of the Closing (the "Closing Balance Sheet") reflecting:
(i) cash and cash equivalents included in the Purchased Assets;
(ii) trade accounts receivable, net of allowance for doubtful accounts and reserve for subsequent credit memos, included in the Purchased Assets;
(iii) inventory, net of applicable reserves, included in the Purchased Assets;
(iv) prepaid expenses included in the Purchased Assets the benefit of which is fully available to Buyer;
(v) property, plant and equipment, net of depreciation and amortization, included in the Purchased Assets;
(vi) any other assets included in the Purchased Assets of a type required by GAAP to be included on a balance sheet; and (vii) the Assumed Balance Sheet Liabilities.
(a) (iii) hereof. The Closing Balance Sheet shall be prepared in a manner consistent with the preparation of the Adjusted Balance Sheet. Based on the Closing Balance Sheet, Seller will also prepare a written calculation of the amount by which the Net Worth (as defined below) as at the Closing Date is greater or less than a negative Two Hundred Seventy-Five Thousand Dollars (-$275,000.00) ("Net Worth Adjustment").
Balance Sheet Adjustment. (a) At least five days prior to Closing, Jamex Xxxer shall prepare and deliver to Buyer a balance sheet (the "Closing Date Balance Sheet") of the Business, which shall reflect Jamex Xxxer's estimate of the amount of the Closing Net Asset Value, as defined below, at Closing and which shall be prepared in accordance with GAAP except as otherwise set forth in the comments accompanying the December Balance Sheet applied on a basis consistent with the basis on which the December Balance Sheet was prepared.
(b) If the total Closing Net Asset Value shown on the Closing Date Balance Sheet is greater than $299,219,124 (the "Opening Net Asset Value"), the Purchase Price shall be adjusted upward, dollar for dollar, for the amount of the difference between the Opening Net Asset Value and the Closing Net Asset Value. If the total Closing Net Asset Value shown on the Closing Date Balance Sheet is less than the Opening Net Asset Value, the Purchase Price shall be adjusted downward, dollar for dollar for the amount of the difference.
(c) Immediately after the Closing, Buyer shall cause its independent public accounting firm (for purposes of this Section 3.2 an "accounting firm") to review those Assets and Assumed Liabilities, including an observation of the physical count of Inventory, for the purpose of preparing schedules (the "Proposed Closing Audited Balance Sheet") setting forth such accounting firm's calculation as of the end of the last shift on the day next preceding the date of the Closing, of the Closing Net Asset Value. "Closing Net Asset Value" shall equal Assets less Assumed Liabilities as of the end of the last shift on the day next preceding the date of the Closing. Jamex Xxxer shall have the option of having its accounting firm participate in or observe the physical count of Inventory and any other procedure used by Buyer's accounting firm in computing the Proposed Closing Audited Balance Sheet. The Proposed Closing Audited Balance Sheet shall be prepared in accordance with GAAP except as otherwise set forth in the comments accompanying the December Balance Sheet applied on a basis consistent with the preparation of the December Balance Sheet. As promptly as practicable, but no later than 60 days after Closing, Buyer's accounting firm shall cause copies of the Proposed Closing Audited Balance Sheet to be delivered to Jamex Xxxer. Jamex Xxxer and its accounting firm shall have, for a period of fifteen days thereafter, access to the working papers of, and sh...
Balance Sheet Adjustment. (a) Within 60 days following the Closing Date, Seller will prepare and deliver to Acquiror a statement setting forth Seller’s calculation of the Closing Specified Net Assets and the amount of each line item included in the calculation of the Closing Specified Net Assets and the resulting calculation of the Purchase Price (the “Closing Adjustment Statement”). Upon the request of Seller, Acquiror will provide to Seller and its accountants access during normal business hours to the books and records, any other information and to any employees of Acquiror or any other member of the Acquiror Group necessary for Seller to prepare the Closing Adjustment Statement, to respond to any Acquiror Objection and to prepare materials for presentation to the Accounting Firm contemplated by this Section 1.12, and Acquiror will otherwise cooperate with and assist Seller as may be reasonably necessary to carry out the purposes of this Section 1.12.
(b) For a period of 60 days after delivery of the Closing Adjustment Statement, Seller will make available to Acquiror all books, records, work papers, personnel (including their accountants and employees) and other materials and sources used by Seller to prepare the Closing Adjustment Statement and not already in the possession or under the control of Acquiror. The Closing Adjustment Statement will be binding and conclusive upon, and deemed accepted by, Acquiror unless Acquiror notifies Seller in writing within 60 days after delivery of the Closing Adjustment Statement of any good faith objection thereto (the “Acquiror Objection”). Any Acquiror Objection will set forth a description in reasonable detail of the basis of the Acquiror Objection and the adjustments to the value of Specified Net Assets reflected on the Closing Adjustment Statement prepared by Seller which Acquiror believes should be made. Any items not disputed during the foregoing 60-day period will be deemed to have been accepted by Acquiror.
(c) If Seller and Acquiror are unable to resolve any of their disputes with respect to the Closing Adjustment Statement within 30 days following Seller’s receipt of the Acquiror Objection pursuant to Section 1.12(b), they will refer their remaining differences to a nationally recognized firm of independent public accountants as to which Seller and Acquiror mutually agree (the “Accounting Firm”) for a decision to be rendered within 90 days of such referral, which decision will be final and binding on the Parties. The Accounting F...
