Balance Sheet Adjustments. The following represents an explanation of the various adjustments to the unaudited pro forma condensed combined balance sheet.
A – Cash and cash equivalents (in millions): Cash paid by Tenneco to Seller $ (800 ) Repayment of Federal-Mogul debt (1) (1,705 ) Repayment of Tenneco debt (1) (634 ) Cash paid for financing fees (1) (85 ) Cash paid for Transaction expenses (2) (30 ) Proceeds from new Tenneco debt issuance (1) 3,400
(1) Refer to Note 6G.
(2) Refer to Note 2.
Balance Sheet Adjustments. (a) In connection with Acquiror's due diligence review conducted prior to the Closing, Acquiror may give Cody Company notice (a "Negative Balance Sheet ---------------------- Adjustment Notice") of any error in the March 31, 2001 Cody Energy Balance ----------------- Sheet, any distribution by Cody Energy to Cody Company between the Balance Sheet Date and the Closing Date (excluding (i) Cody Energy Pre-Closing Tax Distributions and (ii) funds paid by Cody Energy to Cody Company in satisfaction of ordinary course of business accounts payable accrued as of and reflected on the March 31, 2001 Cody Energy Balance Sheet), or any payment made or liability incurred by Cody Energy or its Subsidiaries arising out of a violation of the covenant set forth in Section 6.01 (collectively, the "Negative Balance Sheet ---------------------- Adjustments"). Such Negative Balance Sheet Adjustment Notice shall be in writing ----------- and must (x) be received by Cody Company by 5:00 P.M. (Denver time) on July 24, 2001, or if the Closing is postponed by Acquiror pursuant to Section 1.02, by 5:00 P.M. (Denver time) on the date seven days before the Postponement Date (as applicable, the "Balance Sheet Adjustment Deadline"), (y) include a description --------------------------------- of the proposed Negative Balance Sheet Adjustment and an explanation (with supporting documents) as to why it gives rise to an adjustment to the Merger Consideration, and (z) Acquiror's good faith estimate of the amount of the Negative Balance Sheet Adjustment.
(b) On or before the Balance Sheet Adjustment Deadline, Cody Company may give Acquiror notice (a "Positive Balance Sheet Adjustment Notice") of any error ---------------------------------------- in the March 31, 2001 Cody Energy Balance Sheet (a "Positive Balance Sheet ---------------------- Adjustment"). Such Positive Balance Sheet Adjustment Notice shall be in ---------- writing and must (i) be received by Acquiror on or before the Balance Sheet Adjustment Deadline, (ii) include a description of the proposed Positive Balance Sheet Adjustment and an explanation (with supporting documents) as to why it gives rise to an adjustment to the Merger Consideration, and (iii) Cody Company's good faith estimate of the amount of the Positive Balance Sheet Adjustment.
(c) Acquiror and Cody Company will cooperate with each other in good faith to determine the amount of each Negative Balance Sheet Adjustment and each Positive Balance Sheet Adjustment (eac...
Balance Sheet Adjustments. Represents the cash consideration of $35.8 million transferred at the closing of the acquisition and the value of the shares issued to the Sellers as consideration, of which approximately $0.5 million was transferred at closing and approximately $1.0 million will be paid equally over a period of three years.
Balance Sheet Adjustments. Represents an amount of $4,500,000 paid for the acquisition of Devcool Inc (ii) Represents an amount of $11,796,000 received as net proceeds from the IPO
Balance Sheet Adjustments. Within forty-five (45) days following Closing, the Purchaser shall procure that the Companies prepare the Closing Balance Sheets reflecting the Net Equity of the respective Companies as of Closing. The Closing Balance Sheets shall be prepared in accordance with Swiss GAAP, consistently applied. In the event that the Net Equity of the Companies as reflected on the Closing Balance Sheets are greater than the Net Equity of the Companies on the Agreed Balance Sheets, then Purchaser shall remit such difference to Seller as an adjustment to Purchase Price within thirty (30) days, and (ii) in the event that the Net Equity of the Companies as reflected on the Closing Balance Sheets are less that the Net Equity of the Companies on the Agreed Balance Sheets, then the Seller shall remit such difference to Purchaser as a decrease in the Purchase Price within thirty (30) days (the "Balance Sheet Adjustment Payment Date"). Any amounts owning to Purchaser pursuant to the terms of this paragraph, shall first be paid from the Escrow Account established pursuant to the provisions of paragraph 3.2.
Balance Sheet Adjustments. Within forty-five (45) days following Closing, the Purchaser shall procure that the Company prepare the Closing Balance Sheet reflecting the assets and liabilities of the Company as of Closing. The Closing Balance Sheet shall be prepared in accordance with Swiss GAAP, consistently applied. For purposes of calculating the amount referenced in Section 3.1(a)(ii), (a) in the event that the Stockholders' Equity of the Company as reflected on the Closing Balance Sheet is greater than the Equity Deficit, then Purchaser shall remit such difference to Seller as an adjustment to purchase price within thirty (30) days, and (b) in the event that the Stockholders' Equity of the Company as reflected on the Closing Balance Sheet is less that the Equity Deficit, then the Seller shall remit such difference to Purchaser as a decrease in the purchase price within thirty (30) days.
Balance Sheet Adjustments. Certain adjustments will be made to the Company's Unaudited Balance Sheet (as defined in Section 2.7 below) at the Closing (as defined in Section 1.4 below). These adjustments are as follows: (i) $825,000 in cash will be paid by the Company to the Seller; (ii) a dividend of $665,000 will be paid by the Company to the Seller; and (iii) the Seller will assume (a) $84,000 of the $298,000 notes payable current related to Blue Cross Blue Shield of Montana ("BCBSMT"), (b) $60,000 in accrued bonus payable, and (c) $681,000 in the Company's proportionate share of income taxes. The Buyer agrees that the $324,000 representing the Company's proportionate share of income taxes payable to the Seller are due and payable to the Seller within one (1) year of the Closing. The Buyer shall be liable for all other liabilities listed on the Unaudited Balance Sheet not otherwise assumed by the Seller.
Balance Sheet Adjustments. 6.1 The Seller hereby undertakes to procure that at or prior to Completion, with respect to each of the Adjustments, either (i) such Adjustment is effected or (ii) an amount of additional cash is contributed or caused to be contributed by the Seller to one or more of the Companies (in the form of equity) sufficient to permit such Company or Companies to effect such Adjustment immediately following Completion.
6.2 If, prior to Completion, the Seller proposes any changes to any line item on the Accounts Date Balance Sheet, the Seller shall provide the Buyer with as much detail as is reasonably practicable as to the reasons therefor. The Buyer may agree, in its sole discretion, to accept any or all such changes as additional Adjustments.
6.3 If at any time after the Completion Date and up to and including 31 March 2004, the Buyer reasonably believes that there has been any error, omission or misstatement in any of the individual line items in the Accounts Date Balance Sheet (each, a “Proposed Error”), it shall provide notice in writing to the Seller giving reasonable details as to the nature and quantum of such Proposed Error.
(a) The Seller shall notify the Buyer within 10 Business Days of receipt of such notice whether or not it accepts the Proposed Error for purposes of this clause 6.
(b) If the Seller notifies the Buyer that it does not accept such Proposed Error:
(i) it shall, at the same time, set out in a notice in writing its reasons in full for such non-acceptance and deliver a copy of such notice to the Buyer; and
(ii) the parties shall use all reasonable endeavours as promptly as practicable to meet and discuss the objections of the Seller and to reach agreement upon the Proposed Error.
(c) If the Seller is satisfied with the Proposed Error or if the Seller fails to notify the Buyer of its non-acceptance of the Proposed Error within the 10 Business Day period referred to in clause 6.3(a), then such Proposed Error shall be deemed accepted by the Seller for the purposes of this agreement.
(d) If the Seller and the Buyer do not reach agreement within 10 Business Days of the Seller’s notice of non-acceptance pursuant to clause 6.3(b) then the Proposed Error in dispute and in respect of which full details have been provided by the Seller to the Buyer at the time that it notified the Buyer that it does not accept the Proposed Error in accordance with clause 6.3(b) (and only those) shall be referred, on the application of either party, for determination b...
Balance Sheet Adjustments. The amounts payable from the Company or the Company Subsidiary to the Shareholder or its affiliates in excess of the amounts payable to the Company or the Company Subsidiary from the Shareholder or its affiliates shall be satisfied as follows: $3,000,000 US will be canceled in consideration for the transfer of the Excluded Assets with the remaining $525,000 US to be paid by the Buyer on the date hereof.
Balance Sheet Adjustments. The unaudited pro forma condensed combined balance sheet reflects the following adjustments ($ in millions):
D. Cash and cash equivalents:
(1) Represents the extinguishment of Hill-Rom's revolving and historical term loans.
(2) Represents capitalized financing fees related to the New Term Loan Facilities, the New Revolving Facility and the High Yield Notes.
(3) For a discussion of the New Term Loan Facilities and the High Yield Notes see Section-E, Long term debt, below.
(4) Represents the estimated amount of cash consideration to be paid on the acquisition of Xxxxx Xxxxx.
(5) Estimated Merger fees including legal and professional fees.
