Balance Sheet Adjustment. (a) Promptly after the Closing, Seller will prepare a balance sheet as of the Closing ("Closing Balance Sheet") reflecting:
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.
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 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 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. (a) Within 30 days of the Closing Date, Seller shall deliver to Buyer an unaudited Balance Sheet of Seller as at the Closing Date (the "Closing Balance Sheet"), prepared in accordance with GAAP and consistent with the principles applied by Seller in the preparation of the Base Balance Sheet, accompanied by a report showing the adjustments to the Purchase Price provided for in Section 2.5 (b) below, if any. Buyer shall have thirty (30) days after delivery of the Closing Balance Sheet to Buyer to examine and address with Seller any questions or issues with respect to the preparation, presentation or content of the Closing Balance Sheet or the adjustments to the Purchase Price provided in Section 2.5(b) hereof. Buyer may, at its own expense, cause its accountants to review the Closing Balance Sheet and Buyer's accountants shall have access to all the work papers used in preparation of same. Buyer shall have the right to object, by written notice to Seller, to any item on, or other matter relating to, the Closing Balance Sheet or the adjustments to the Purchase Price provided in Section 2.5(b) hereof. If Buyer or Buyer's accountants do not give Seller such written notice within thirty (30) days after receipt of the Closing Balance Sheet, Buyer shall be deemed to have accepted the Closing Balance Sheet and the schedule of adjustments. If Buyer or Buyer's accountants do so object and if Seller and Seller's accountants are unable, within fifteen (15) days after receipt by Seller of such notice of objections, to resolve any disputes as to the Closing Balance Sheet or the adjustments to the Purchase Price provided in Section 2.5(b) hereof, such dispute shall be referred to the President of Buyer and Seller, respectively, who shall attempt to resolve the issue amongst themselves. If after fifteen (15) business days they are unable to do so, the dispute shall be turned over to a firm of independent certified public accountants mutually acceptable to Buyer and Seller. The accounting firm so selected shall, as soon as practicable, deliver to Seller and Buyer a written report resolving any disputed matters, and its determination will be conclusive and binding upon the parties. The expense of such a mutually acceptable accounting firm shall be borne by the parties on a pro rata basis according to the degree to which the positions of the respective parties are not confirmed by the accounting firm so selected. The adjustment to the Purchase Price will be reflected in the D...
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) The Company shall provide Parent with an unaudited balance sheet of the Company (on a consolidated basis) as of December 31, 2009 (the “Company Proposed December 31 Balance Sheet”), at least five (5) Business Days before the Closing Date together with a schedule (the “Company Proposed December 31 Schedule”), which December 31 Schedule (i) shall set forth in reasonable detail the Company’s calculation of the Total Liabilities, Total Assets and the Total Assets Adjustment Amount as of December 31, 2009 (the “
