Balance Sheet Adjustment Clause Samples
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Balance Sheet Adjustment. (a) Not less than five days prior to the Closing Date, the Company shall prepare and deliver to Acquiror a schedule (the "Company Calculation") showing the Company's best estimate of (i) the Total Liabilities, (ii) the aggregate exercise price of the outstanding Option Securities that are exercisable as of the Effective Time (the "Exercise Price") and (iii) the Company's cash and trade accounts receivable as of the Closing Date net of an allowance for billing adjustments and doubtful accounts (the "Short-Term Assets"). The parties agree that, as of the date hereof, $180,000 is a reasonable allowance for such billing adjustments and doubtful accounts. If Acquiror disagrees with such estimate, Representatives of the Company and Acquiror shall meet to discuss such estimate, and the Company Calculation shall be revised, to the extent agreed, to reflect such discussions; provided that, if the Representatives of the Parties are unable to agree, Acquiror shall prepare and deliver to the Company a schedule (the "Alternative Calculation") showing Acquiror's estimate of the Total Liabilities, the Exercise Price and the Short-Term Assets, and the Alternative Calculation shall be used in the determination made with respect to the Cash Amount set forth in the following sentence. If, pursuant to the Company Calculation or the Alternative Calculation, as the case may be, the Total Liabilities are greater than the sum of (x) the Exercise Price, plus (y) the Short-Term Assets, plus (z) $5,000,000 (the "Measured Assets"), the Cash Amount shall be reduced by the amount of such excess; if the Measured Assets are greater than the Total Liabilities, the Cash Amount shall be increased by the amount of such excess.
(b) As promptly as practicable after the Effective Time, but in any event within 90 days thereafter, Acquiror shall cause its independent public accountants, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, to audit the Closing Balance Sheet of the Company as of the Closing Date in accordance with generally accepted auditing standards. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP shall prepare and deliver to Acquiror and to the Agent a schedule based upon such audit (the "Audited Calculation") showing their determination of the Total Liabilities and the Measured Assets.
(c) If the Agent, acting pursuant to the instructions of a majority in interest of the Stockholders, disagrees with the Audited Calculation, the Agent shall give notice thereof to the Acquiror within 10 days after delivery of the Audited Calculation to th...
Balance Sheet Adjustment. (a) Not less than five (5) Business Days prior to the scheduled Closing Date, the Company shall deliver to Purchaser an estimated unaudited balance sheet of the Company as of the close of business on the Closing Date (the “Preliminary Closing Balance Sheet”) that has been prepared in accordance with United Kingdom generally accepted accounting principles (“UK GAAP”) reflecting all accruals and reserves required for an annual audit, together with a worksheet which sets forth the Company’s calculation of the Preliminary Net Working Capital Adjustment (as defined in Section 1.6 below) and Preliminary Cash Balance Adjustment (as defined in Section 1.6 below). The Company shall consider in good faith any comments and proposed changes to the Preliminary Closing Balance Sheet and to the calculation of the Preliminary Net Working Capital Adjustment and Preliminary Cash Balance Adjustment that may be suggested by Purchaser in the period following delivery thereof but prior to the Closing. The Preliminary Closing Balance Sheet shall present fairly, on a good faith basis and using the Company’s commercially reasonable efforts, the estimated financial position of the Company as of the Closing Date. Such Preliminary Closing Balance Sheet, Preliminary Net Working Capital Adjustment calculation and Preliminary Cash Balance Adjustment calculation shall be certified by the Chief Executive Officer and Chief Financial Officer (or, if none, its principal accounting officer) of the Company as having been prepared in accordance with the foregoing principles. The Preliminary Closing Balance Sheet shall serve as the basis for the calculation of the Preliminary Net Working Capital Adjustment and the Preliminary Cash Balance Adjustment for purposes of calculating the Total Series A-1 Consideration and Total Series A-2 Consideration to be paid to NVP and the holders of Company Common Shares pursuant to this Agreement and the Offer. The Preliminary Net Working Capital Adjustment and the Preliminary Cash Balance Adjustment shall be subject to further adjustment following the Closing in accordance with the procedures set forth in this Section 1.2.
(b) Within 60 days after the Closing Date, Purchaser shall cause to be prepared and delivered to the Warrantors’ Representative (as defined in the Deed of Warranty) an updated unaudited balance sheet of the Company as of the Closing Date (the “Proposed Final Closing Balance Sheet”) prepared in accordance with UK GAAP reflecting all accruals a...
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 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. The term "Balance Sheet Adjustment" shall have the meaning assigned to it in Section 3.2.
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 ▇▇▇▇▇▇▇ Promissory Note and ▇▇▇▇▇▇▇ 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. (a) Promptly after the Closing, Seller will prepare a balance sheet as of the Closing ("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) (i) 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 One Hundred Twenty Eight Thousand Dollars ($128,000.00) ("Net Worth Adjustment").
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).