Common use of Balance Sheet Test Clause in Contracts

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.

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.corresponding

Balance Sheet Test. As of the Closing Date, the each 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 each COMPANY in excess of the amount set forth on Annex III that was incurred in connection with the acquisition of the such COMPANY by the STOCKHOLDERS, or the acquisition of nonoperating assets by the such 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.

Balance Sheet Test. As of the Closing Date, the each 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 each COMPANY in excess of the amount set forth on Annex III that was incurred in connection with the acquisition of the such COMPANY by the STOCKHOLDERS, or the acquisition of nonoperating assets by the such 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.

Balance Sheet Test. As of the Closing Date, the each COMPANY shall have (i) positive net worth (excluding all assets and liabilities related to customer deposits and similar escrow-type accounts); (ii) positive net working capital (defined as current assets minus current liabilities, excluding all assets and liabilities related to 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 each COMPANY in excess of the amount set forth on Annex III that was incurred in connection with the acquisition of the such COMPANY by the STOCKHOLDERS, or the acquisition of nonoperating assets by the such 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.