Balance Sheet Adjustments. The following represents an explanation of the various adjustments to the unaudited pro forma condensed combined balance sheet.
Balance Sheet Adjustments. The following represents an explanation of the various adjustments to the unaudited pro forma condensed combined balance sheet. A – Cash, cash equivalents and restricted cash (in millions): Cash paid by Tenneco to AEP $ (800 ) Repayment of Federal-Mogul debt (1) (1,705 ) Repayment of Tenneco debt (1) (696 ) Cash paid for financing fees (1) (95 ) Cash paid for transaction expenses (2) (30 ) Proceeds from new Tenneco debt issuance (1) 3,400 Total pro forma adjustment to cash, cash equivalents and restricted cash $ 74
Balance Sheet Adjustments. Within 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 gross value of the Closing Assets, net of any applicable depreciation/amortization, of the Company is greater than the gross value of the Assets, net of any applicable depreciation/amortization, of the Company, then Purchaser shall remit such difference to Seller as an increase in the Purchase Price within 30 days. In the event that the gross value of the Closing Assets, net of any applicable depreciation/amortization, of the Company is less than the gross value of the Assets, net of any applicable depreciation/amortization, of the Company, then Seller shall refund such difference to Purchaser as a decrease in the Purchase Price within 30 days.
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. 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. 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. (1) Seller shall cause Company to prepare an estimated consolidated balance sheet of the Corporate Group as of the Effective Date or another date agreed on by Buyer and Seller (the "Preliminary Balance Sheet"). The Preliminary Balance Sheet (i) shall contain line items substantially consistent with the line items in Seller's Balance Sheet dated December 31, 2003 (a true copy of which is contained in Schedule 8.10), and (ii) shall be prepared on a basis consistent with the Corporate Group's prior interim statements, and (iii) shall be accompanied by a calculation of the Company's Net Worth (as defined below).
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. 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. 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.
