Balance Sheet Adjustments Clause Samples

Balance Sheet Adjustments. In the event that the Net Worth shown on the AA Reviewed 3/31/98 Balance Sheet is greater than (or less than) $1,138,647, the Remaining Purchase Price shall be adjusted upward (or downward) by an amount equal to such difference.

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. Make any adjustments to its balance sheet as at the date of Amendment One hereto without the prior written consent of Lender."

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. 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. In the event that the Stockholders' Equity of the Company as reflected on the Closing Balance Sheet is greater than the Stockholders' Equity of the Company as reflected on the Agreed Balance Sheet, then Purchaser shall remit such difference to Rota as an adjustment to the Rota Purchase Price within thirty (30) days. In the event that the Stockholders' Equity of the Company as reflected on the Closing Balance Sheet is less than the Stockholders' Equity of the Company as reflected on the Agreed Balance Sheet, then Rota shall remit such difference to Purchaser as a decrease in the Rota Purchase Price within thirty (30) days.

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. 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. (i) The Aggregate Merger Consideration shall be adjusted as follows to reflect changes in the amounts of certain assets and liabilities of the Company through the Closing Date. For purposes of these calculations, the "Assumed Balance Sheet Amount" is -$49,518,278 (such negative amount representing the sum of the "Company Assets" MINUS the "Company Liabilities", such "Company Assets" and "Company Liabilities" to be determined in a manner consistent with the calculations and information set forth on EXHIBIT A). (ii) To the extent that the sum of the Company Assets MINUS the Company Liabilities (such sum, the "Actual Amount") calculated based on the True Up Balance Sheet is less than the Assumed Balance Sheet Amount, the Aggregate Merger Consideration shall be decreased by such difference. (iii) To the extent that the Actual Amount calculated based on the True Up Balance Sheet is greater than the Assumed Balance Sheet Amount, the Aggregate Merger Consideration shall be increased by such difference.

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.