Balance Sheet Test Sample Clauses

Balance Sheet Test. As of the Closing Date, the COMPANY shall have (i) positive net worth (excluding all customer deposits and similar escrow-type accounts); (ii) positive net working capital (defined as current assets minus current liabilities, excluding all customer deposits and similar escrow-type accounts); and (iii) all customer deposit accounts and other similar escrow-type accounts fully funded in cash or cash equivalents. To the extent that any condition set forth in clauses (i) through (iii) is not met, the cash portion of the consideration to be paid to the STOCKHOLDERS pursuant to this Section 3 shall be reduced by the amount required to cure any such failure. Indebtedness of the COMPANY in excess of the amount set forth on Annex III that was incurred in connection with the acquisition of the COMPANY by the STOCKHOLDERS, or the acquisition of nonoperating assets by the COMPANY or the STOCKHOLDERS, shall result in a corresponding dollar-for-dollar reduction in the cash portion of the consideration paid to the STOCKHOLDERS pursuant to this Section 3. If necessary, a post-Closing adjustment shall be made to effect the intent of this Section 3.3.
Sample 1Sample 2Sample 3See All (9)
AutoNDA by SimpleDocs
Balance Sheet Test. 4 4. CLOSING..................................................................4 5.
Sample 1See All (6)
Balance Sheet Test. The Sellers and Purchaser agree that the Purchase Price will be adjusted as of the Effective Time such that (i) if at the Effective Time the Closing Date Net Working Capital is more than the Target, the Purchase Price will be increased by 73.1% of the amount of such excess and (ii) if at the Effective Time the Closing Date Net Working Capital is less than the Target, the Purchase Price will be reduced by 73.1% of the amount of such shortfall. Attached hereto as Exhibit C is an example of a Closing Date Balance Sheet, including a calculation of the Closing Date Net Working Capital as of June 30, 2014, based on the Company’s balance sheet as of such date, which is included solely to illustrate the Parties’ intentions regarding the provisions of this Section 2.3.
Sample 1Sample 2Sample 3See All (5)
Balance Sheet Test. As of the Closing Date, the COMPANY shall have (i) positive net worth (excluding all customer deposits and similar escrow-type accounts); (ii) positive net working capital (defined as current assets minus current liabilities, excluding all customer deposits and similar escrow-type accounts); and (iii) all customer deposit accounts and other similar escrow-type accounts fully funded in cash or cash equivalents. To the extent that any condition set forth in clauses (i) through (iii) is not met, the cash portion of the consideration to be paid to the STOCKHOLDER pursuant to this Section 3 shall be reduced by the amount required to cure any such failure. Indebtedness of the COMPANY in excess of the amount set forth on Annex III that was incurred in connection with the acquisition of the COMPANY by the STOCKHOLDER, or the acquisition of nonoperating assets by the COMPANY or the STOCKHOLDER, shall result in a corresponding dollar-for-dollar reduction in the cash portion of the consideration paid to the STOCKHOLDER pursuant to this Section 3. If necessary, a post-Closing adjustment shall be made to effect the intent of this Section 3.3. Certain indebtedness of affiliates of the STOCKHOLDER to the COMPANY and of the STOCKHOLDER to the COMPANY shall be reduced to unsecured promissory notes bearing interest at a rate of ____% per annum payable to the COMPANY or its order with interest-only payments over a ten-year term. STOCKHOLDER shall be the primary obligor on or shall personally guarantee all such indebtedness. Four million dollars ($4,000,000) in principal under these unsecured notes payable to the COMPANY shall be treated as good assets of the COMPANY for purposes of determination of whether the COMPANY has a positive net worth under clause (i) above and the cash portion of the consideration to be paid to STOCKHOLDER shall not be reduced on account of these receivables payable by the STOCKHOLDER. STOCKHOLDER may, prior to or upon the Closing Date, assume selected liabilities of the COMPANY evidenced by promissory notes or contracts. Any such assumption shall be treated as being in repayment of the indebtedness of the STOCKHOLDER to the COMPANY. STOCKHOLDER shall indemnify the COMPANY with respect to all such liabilities of the COMPANY which may be so assumed by STOCKHOLDER. Notwithstanding anything set forth above, VPI acknowledges (i) that the COMPANY has established a reserve in the amount of $500,000 on its balance sheet relating to contingent liabilities a...
Sample 1
Balance Sheet Test. If on the Closing Date the Newspaper’s current assets which are included in the Assets exceed the total liabilities set forth on the Closing Date Balance Sheet (as defined below), the Base Purchase Price will be increased by such excess. If on the Closing Date the Newspaper’s total liabilities set forth on the Closing Date Balance Sheet exceed the Newspaper’s current assets which are included in the Assets, the Base Purchase Price will be reduced by such excess. The calculations described above are referred to herein as the “Balance Sheet Test”. In computing the adjustment described above, the Closing Date Balance Sheet shall be prepared in accordance with Sellers’ historical accounting practices which reflect accrual basis accounting and are in accordance with generally accepted accounting principles other than as set forth on Schedule 1.6(c). The accounts receivable shall be included net of an agreed upon reserve. All intercompany and affiliate receivables or liabilities will be treated as shareholders’ equity and will be excluded from the balance sheet adjustment and will not be assumed by Buyer. All prepaid advertising shall be accrued as liabilities in the amount of such prepayments.
Sample 1
Balance Sheet Test. (a) If Company’s current assets as reflected on the Closing Date Balance Sheet are greater than total liabilities as reflected on the Closing Date Balance Sheet, the Purchase Price will be increased by such excess. If Company’s total liabilities as reflected on the Closing Date Balance Sheet are greater than current assets as reflected on the Closing Date Balance Sheet, the Purchase Price will be reduced by the excess. The calculations described above are referred to herein as the “Balance Sheet Test”. In computing the adjustment described above, the Closing Date Balance Sheet shall be prepared in accordance with generally accepted accounting principles, except that accrued vacation to the extent not required to be paid at the Closing (which accrued vacation shall not be paid at Closing), will be included in total liabilities, and Retained Employment Liabilities (as defined in Section 5.1(a)) will not be included in total liabilities. Notwithstanding the foregoing, the Closing Date Balance Sheet shall include all liabilities for post-retirement health, life insurance and other benefit obligations under FAS 106, determined as of 12:01 a.m. on August 1, 2005, with respect to all current and former employees of Company and their beneficiaries (other than any current retirees of the Company and their beneficiaries whose retiree benefits are not covered by the DFP Union Agreement) calculated under the assumption that such employees’ retiree benefits are not impacted by the transactions contemplated by this Agreement. All assets and liabilities relating to the DFP Union Pension Plan, all assets and liabilities related to the Agency and all taxes for which Seller is liable pursuant to Section 5.9 below shall be excluded from the Balance Sheet Test. All intercompany and affiliate receivables or liabilities will be treated as shareholders’ equity and will be excluded from the balance sheet adjustment and will not be assumed by Buyer. For purposes of this Agreement, “current assets” and “total liabilities” of Company shall consist of the types of items described in Schedule 1.3(a). (b) On the day preceding the Closing Date, to the extent practical, the adjustments provided in this Section 1.3 shall be made to the Purchase Price on the basis of the then most recent available financial information of Company, which shall be reflected on a preliminary company schedule (“Preliminary Balance Sheet”) prepared by Seller, except that, for purposes of the Preliminary Balance...
Sample 1
Balance Sheet Test. As of the Closing Date, the COMPANY shall have (i) positive net worth (excluding all customer deposits and similar escrow-type accounts); (ii) positive net working capital (defined as current assets minus current liabilities, excluding all customer deposits and similar escrow-type accounts); and (iii) all customer deposit accounts and other similar escrow-type accounts fully funded in cash or cash equivalents. To the extent that any condition set forth in clauses (i) through (iii) is not met, the cash portion of the consideration to be paid to the STOCKHOLDERS pursuant to this Section 3 shall be reduced by the amount required to cure any such failure. Indebtedness of the COMPANY in excess of the amount set forth on Annex III that was incurred in connection with the acquisition of the COMPANY by the STOCKHOLDERS, or the acquisition of nonoperating assets by the COMPANY or the STOCKHOLDERS, shall result in a corresponding dollar-for-dollar reduction in the cash portion of the consideration paid to the STOCKHOLDERS pursuant to this Section 3. If necessary, a post-Closing adjustment shall be made to effect the intent of this Section 3.3. Notwithstanding anything set forth above, VPI acknowledges (i) that the COMPANY has established a reserve in the amount of $125,000 on its balance sheet relating to contingent liabilites and (ii) that this reserve shall be deemed to have not been established (i.e., shall be ignored and not counted) when conducting the above-referenced balance sheet tests, including positive net working capital, positive net worth and fully funded customer deposits.
Sample 1
AutoNDA by SimpleDocs
Balance Sheet Test. The Balance Sheet Test determines whether or not the fair value and present fair salable value of Duck Head's assets exceeds its stated liabilities and identified contingent liabilities after giving effect to the Transaction. This test requires an analysis of the fair market value of Duck Head as a going-concern. As part of this analysis, Houlihan Lokey considered, axxxx xxxex xxxngs,
Sample 1
Balance Sheet Test. The Balance Sheet Test determines whether or not the fair value and present fair salable value of Delta Apparel's assets exceeds its stated liabilities and identified contingent liabilities after giving effect to the Transaction. This test requires an analysis of the fair market value of Delta Apparel as a going-concern. As part of this analysis, Houlihan Lokey considered, xxxxx xtxxx xhings,
Sample 1

Related to Balance Sheet Test

  • Pro Forma Balance Sheet; Financial Statements The Lenders shall have received (i) the Pro Forma Balance Sheet, (ii) audited consolidated financial statements of the Borrower and its Subsidiaries for the most recently ended fiscal year and (iii) unaudited interim consolidated financial statements of the Borrower and its Subsidiaries for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available.

  • Off-Balance Sheet Transactions There is no transaction, arrangement or other relationship between the Company or any of its Subsidiaries and an unconsolidated or other off-balance sheet entity which is required to be disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus (other than as disclosed therein).

  • Balance Sheet ASSETS CURRENT ASSETS Cash $ Accounts Receivable Merchandise Inventory Notes Receivable (Less than 1 year) TOTAL CURRENT ASSETS $ NONCURRENT ASSETS Equipment/Property $ Less Depreciation Reserve Net Equipment/Property Cost Prepaid Expenses Other: Other: TOTAL NONCURRENT ASSETS $ TOTAL ASSETS $ LIABILITIES CURRENT LIABILITIES Accounts Payable $ S & W Payable Short-Term Notes Payable Interest Payable Short-Term Loan Payable Other: Other: TOTAL CURRENT LIABILITIES $ OTHER LIABILITIES Other: $ Other: TOTAL OTHER LIABILITIES $ TOTAL LIABILITIES $ CAPTIAL OWNER'S EQUITY Capital $ Less Personal Drawing $ Net Addition $ Stockholder's Equity $ Other: $ TOTAL CAPITAL $ TOTAL LIABILITIES AND CAPITAL $ DPR 86 3 CONCESSIONAIRE NAME CONCESSION NAME PARK UNIT NAME REPORTING PERIOD From: To:

  • Off-Balance Sheet Arrangements There is no transaction, arrangement, or other relationship between the Company or any of its Subsidiaries and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its 1934 Act filings and is not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.

  • Pro Forma Balance Sheet The Administrative Agent shall have received the Pro Forma Balance Sheet in form and substance satisfactory to the Administrative Agent and the Required Lenders;

  • Financial Statements; Material Liabilities The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

  • No Off Balance Sheet Arrangements There is no transaction, arrangement, or other relationship between the Company or any of its Subsidiaries and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its 1934 Act filings and is not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.

  • Financial Statements; Liabilities (a) The (i) audited consolidated financial statements of Parent included in Parent’s Annual Reports on Form 10-K for its fiscal years ended December 31, 2004 and December 31, 2003 (the “Parent 10-Ks”) and (ii) unaudited consolidated financial statements of Parent included in Parent’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2005 and June 30, 2005 fairly present in all material respects in conformity with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and fairly present, in conformity with GAAP (except as may be indicated in the notes thereto), subject, in the case of interim financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of notes, the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and their consolidated results of operations and changes in financial position for the respective periods then ended. (b) There are no liabilities of Parent or any Parent Subsidiary of any kind whatsoever, whether known or unknown, asserted or unasserted, accrued, contingent, absolute, determined, determinable or otherwise, in each case, other than: (i) liabilities or obligations disclosed or provided for in Parent’s consolidated balance sheet included in Parent’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2005 (including the notes thereto, the “Parent Balance Sheet”); (ii) liabilities or obligations existing as of June 30, 2005 and not required to be disclosed or provided for in the Parent Balance Sheet; (iii) liabilities or obligations under this Agreement or incurred in connection with the Transactions; (iv) ordinary course obligations of Parent and its Subsidiaries incurred since June 30, 2005 under the agreements, contracts, leases, and licenses to which they are a party; and (v) other liabilities or obligations incurred since June 30, 2005 which, individually or in the aggregate, would not have a Parent Material Adverse Effect.

  • Closing Balance Sheet (i) As soon as practicable (and in no event later than 45 days after the Closing) the Company shall prepare and deliver to the Parent and the Shareholders' Representative a proposed actual closing consolidated balance sheet of the Company and its subsidiaries as of the opening of business on the Closing Date (the "Closing Balance Sheet"). The Closing Balance Sheet will be prepared in accordance with GAAP on a basis consistent with the Audited Balance Sheets. Simultaneously with the preparation and delivery of the Closing Balance Sheet, the Company shall prepare and deliver to the Parent and the Shareholders' Representative a statement of "Closing Net Worth," defined herein as total assets, including cash, less total liabilities, excluding the outstanding balance of the Crestar Loan, each as set forth in the Closing Balance Sheet. (ii) If neither the Parent nor the Shareholders' Representative objects to the determination by the Company of the Closing Net Worth by written notice of objection (the "Notice of Objection") delivered to the other party within 20 days after the receipt of such statement, such Notice of Objection to describe in reasonable detail such party's proposed adjustments to the Closing Net Worth, the proposed Closing Net Worth shall be deemed final and binding. (iii) If either party delivers a Notice of Objection in respect of the Closing Net Worth, then any dispute shall be resolved in accordance with paragraph (b) of this Section 2.9. (iv) During the period that the Parent and the Shareholders' Representative are conducting their review of the determination of the Closing Net Worth, and subsequent to issuance of the Closing Balance Sheet, Parent and the Shareholders' Representative and their respective representatives shall have reasonable access during normal business hours to the workpapers, schedules, memoranda, and all of the documents, including accounting records and other information arising after the Closing Date, prepared or reviewed by the Company and its employees related to or arising in connection with the preparation of the Closing Balance Sheet and the determination of the Closing Net Worth. (v) The Company will make the work papers prepared in connection with its preparation of the Closing Balance Sheet available to each of the Parent and the Shareholders' Representative and their respective representatives at reasonable times and upon reasonable notice subsequent to the completion of their review of the Closing Balance Sheet and at any time during the resolution of any objections raised by any party with respect to the Closing Balance Sheet and the determination of the Closing Net Worth.

  • Pro Forma Financial Statements Agent shall have received a copy of the Pro Forma Financial Statements which shall be satisfactory in all respects to Lenders;

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!