Book Value Adjustment Sample Clauses

Book Value Adjustment. The Parties agree that the Purchase Price shall be subject to upward or downward adjustment in an amount equal to 50% of the amount ("Book Value Adjustment") by which the book value of ESI (as determined in accordance with GAAP) on the Closing Date Financial Statements varies from the book value (as determined in accordance with GAAP) of ESI as set forth on the November 30, 1996 Financial Statements. In the event the book value increased from November 30, 1996, then Manchester or EAI shall pay the 50% difference thereof to Bitwise within 10 days of receipt of the Closing Date Financial Statements. In the event the book value of ESI decreased from November 30, 1996, then Bitwise shall pay the 50% difference thereof to EAI or Manchester within 10 days of receipt of the Closing Date Financial Statements. For purposes herein, "book value" shall be defined to mean Assets minus Liabilities, all as determined in accordance with GAAP.
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Book Value Adjustment. (a) For purposes of this Agreement, the "Book Value" of the Company as of any date means the consolidated assets of the Company as of such date minus the consolidated liabilities of the Company as of such date, in each case determined in accordance with GAAP as applied in a manner consistent with the accounting policies and practices of the Company used to prepare its audited consolidated balance sheet as of September 30, 2011, including the policies and practices described in Section 2.4(a) of the Company Disclosure Letter, before purchase accounting for the Transactions and without giving effect to the Merger, any financing related to the Merger or any plan of Buyer for the Company after the Closing (the Company's accounting policies and practices, as modified by this Section 2.4(a), the "Applicable Accounting Practices"); provided, however, that (i) the Final Book Value Amount (A) will not include any liabilities paid (or to be paid) pursuant to Section 2.2, or give effect to any reduction or increase in any asset or liability as a result of the Closing, including any write-down or write-off and (B) will be reduced by a tax-affected amount to be paid (including employer-paid payroll taxes and related taxes) by Buyer in respect of the Restricted Stock Unit Component and Appreciation Right Component pursuant to Section 1(a) of Section 6.7 of the Company Disclosure Letter. (b) As soon as reasonably practicable following the Closing Date, and in any event within 75 calendar days thereof, Buyer will cause to be prepared in good faith and delivered to the Representative an unaudited consolidated balance sheet of the Company and its Subsidiaries as of the close of business on the day immediately before the Closing Date (the "Closing Date Balance Sheet") and a calculation prepared in good faith of the Book Value of the Company and its Subsidiaries as of the day immediately preceding the Closing Date based on the Closing Date Balance Sheet ("Proposed Final Book Value Amount"). The Closing Date Balance Sheet will be prepared using the Applicable Accounting Practices. (c) Buyer will provide the Representative and its representatives with reasonable access to the records, properties, personnel and auditors of the Company and its Subsidiaries in connection with the determination of the Final Book Value Amount pursuant to this Section 2.4, including for purposes of any disagreement pursuant to Section 2.4(d), and will cause the personnel of the Company and its Subsid...
Sample 1
Book Value Adjustment. Purchaser shall pay to Seller an amount, if --------------------- any (the "Closing Balance Sheet Payment"), equal to the Book Value Adjustment ----------------------------- (defined below). The "Book Value Adjustment" shall mean an amount equal to --------------------- $1.00 multiplied by the difference between, on the one hand, $1,000,000, and on the other hand, the Net Book Value indicated on a balance sheet (the "Closing ------- Balance Sheet") prepared and delivered by Purchaser to Seller within one hundred ------------- and thirty five (135) days following the Closing Date (or the soonest practicable date thereafter if the delay results from inadequacies in Seller's records or accounting systems) by recording the Purchased Assets (excluding intangible assets) and the Assumed Liabilities, and otherwise in accordance with Generally Accepted Accounting Principles as consistently applied using the same methodology as the Recent GAAP Financial Statements (defined
Sample 1
Book Value Adjustment. Section 1.2(d) Break-Up Fee................................
Sample 1
Book Value Adjustment. The Purchase Price shall be adjusted by --------------------- adding or subtracting the "Book Value Adjustment" (defined below). The "Book --------------------- ---- Value Adjustment" shall mean an adjustment reducing or increasing the Purchase ---------------- Price in an amount equal to $1.00 multiplied by Section 3.4(a) minus Section -------------- ------- 3.4(b) below: ------ (a) on the one hand, the amount obtained by taking (x) the total Purchased Assets of the Seller, excluding intangible assets minus (y) the total assumed liabilities of the Seller on the balance sheet of the Seller dated December 31, 2000 (the "Closing Balance Sheet"), all --------------------- as calculated in accordance with GAAP (as defined below), particularly ---- with regard to revenue recognition; and (b) on the other hand, $2,000,000. (c) If the calculation of the value of Section 3.4(a) minus --------------
Sample 1
Book Value Adjustment. (a) Three (3) business days prior to the Closing, the Company shall deliver to the Parent a statement dated as of the Closing Date (the “Initial Statement”) setting forth its calculation of the difference between: (i) the value of the Acquired Assets less the value of the Assumed Liabilities; in each case as of the Closing Date and as more fully described on Schedule 1.04(a) (the “Initial Book Value”); and (ii) $1,000,000 (such difference, the “Initial Book Value Adjustment”). In addition, the Company shall deliver to the Parent a statement setting forth the amount of the cash and Customer Deposits being transferred to the Buyer as part of the Acquired Assets and Assumed Liabilities, respectively. At the Closing, the Cash Amount shall be reduced by the amount of the Initial Book Value Adjustment (if less than $0) and the Cash Amount shall be further reduced by the amount, if any, that the cash portion of the Acquired Assets is less than the Customer Deposits portion of the Assumed Liabilities. The adjustments described in this subsection are subject to further adjustment pursuant to the Final Book Value Adjustment and the additional adjustments described in Section 1.05. (b) Within one hundred twenty (120) days after the Closing Date, the Parent shall prepare and deliver to the Stockholders a statement (the “Post Closing Statement”), setting forth its calculation of the difference between: (i) the value of the Acquired Assets less the value of the Assumed Liabilities; in each case as of the Closing Date and as more fully described on Schedule 1.04(a) (the “Post Closing Book Value”); and (ii) $1,000,000 (such difference, the “Post Closing Book Value Adjustment” and as finally determined pursuant to Section 1.04(e), the “Final Book Value Adjustment”); provided, however, the amount of any reserve or adjustment on the Post Closing Book Value for (1) excess inventory (inventory items exceeding total sales of that item of the Company for the twelve (12) months prior to the Closing Date), (2) obsolete inventory, including equipment (inventory items not listed in price lists or more than five (5) years old or equipment over twelve (12) months old), or (3) damaged inventory, shall not exceed $40,000. The Post Closing Statement may also contain the calculations by the Parent of the additional adjustments, if any, made pursuant to Section 1.05 and the provisions set forth in this Section 1.04 shall be applicable to such calculations. (c) The Purchase Price shall be d...
Sample 1
Book Value Adjustment. (a) Within sixty (60) days after the Closing Date, the Seller shall deliver or cause its accountants to deliver to the Purchaser a statement of the "Book Value" of the Business calculated in the manner set forth in Section 1.3(f)(ii) hereof. (b) As part of the Seller's determination of the Book Value, the Seller shall complete a physical inventory of the fixed assets of the Business and complete a physical inventory of the inventory of the Business. The Purchaser may, at its option, participate in such inventory and may, at its option, conduct its own testing of the fixed assets and inventory (c) If the Purchaser objects to the Seller's calculation of the Book Value, then, within fifteen days after the delivery to the Purchaser of the Book Value Statement, the Purchaser shall deliver to the Seller a written notice describing in reasonable detail the Purchaser's objections to the Seller's calculation of the Book Value (an "Objection Notice"). If the Seller shall not deliver an Objection Notice to the Seller within such fifteen-day period, then the Seller's calculation of the Book Value shall be binding and conclusive on the Purchaser and the Seller. If the Purchaser delivers an Objection Notice to the Seller, and if the Purchaser and the Seller are unable to agree upon the calculation of the Book Value within thirty (30) days after an Objection Notice is delivered to the Seller, the dispute shall be finally settled by a mutually acceptable independent accounting firm. The determination by the independent accounting firm of the Book Value shall be conclusive and binding on the Purchaser and the Seller. The Seller and the Purchaser shall each bear and pay 50% of the fees and other expenses of such independent accounting firm. (d) If the Book Value is greater than the Base Amount (as defined below), the Purchaser shall pay to the Seller, in cash, the amount by which the Book Value exceeds the Base Amount. If the Book Value is less than the Base Amount, then the amount by which the Base Amount, exceeds the Book Value shall be paid to the Purchaser. (e) Any payments required to be made pursuant to Section 1.3(d) shall be made as follows: (i) if the Purchaser shall not have delivered an Objection Notice to the Seller in accordance with the provisions of Section 13(c), then the payment required to be made pursuant to Section 1.3(d) shall be made within thirty (30) days after the Purchaser shall have received the Book Value Statement, and (b) if the Purchaser shall...
Sample 1
Book Value Adjustment. (a) Not earlier than ten (10) Business Days and not later than three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver to Parent a statement setting forth (i) the Company’s good faith estimate, together with reasonable supporting detail, of the amount of the 2010 Book Value (the “Estimated 2010 Book Value”) and (ii) the amount of the Advisor Expenses, together with reasonable supporting detail. The Estimated 2010 Book Value shall be prepared by the Company from and consistent with the Books and Records of the Company and its Subsidiaries and prepared in accordance with GAAP applied consistently with the Audited Financial Statements, subject to the adjustments set forth on Schedule 1. (b) Promptly following December 31, 2010, the Company shall (i) prepare (A) the consolidated balance sheet as of December 31, 2010 and (B) the consolidated statements of income, cash flows and shareholders’ equity for the fiscal year ended December 31, 2010, in each case, of the Company and its Subsidiaries, together with all related schedules and notes thereto, prepared from and consistent with the Books and Records of the Company and its Subsidiaries and prepared in accordance with GAAP applied consistently with the Audited Financial Statements, (ii) retain Ernst & Young LLP to perform an audit and issue an opinion on the financial statements described in clause (i) above and (iii) use reasonable best efforts to cause the Company’s independent auditor to issue an unqualified opinion on the financial statements described in clause (i) above (such financial statements, as opined upon by the Company’s independent auditor, being the “2010 Audited Financial Statements”). The parties hereto acknowledge and agree that (1) Schedule 1 lists the accounting treatment to be afforded certain expense and other items for the purpose of computing Estimated 2010 Book Value and Final 2010 Book Value and (2) to the extent that the accounting treatment (as set forth in Schedule 1) is not reflected in the 2010 Audited Financial Statements, the Estimated 2010 Book Value and Final Book Value will be adjusted to reflect such treatment. (c) The Shareholders’ Representative shall review the 2010 Audited Financial Statements during the thirty (30) day period commencing on the date that the Company delivers to the Shareholders’ Representative a copy of the Audited Financial Statements together with the opinion thereon of the Company’s independent auditor. In connection ...
Sample 1
Book Value Adjustment 
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Related to Book Value Adjustment

  • Market Value Adjustment Transfer of Current Value from the Funds or AG Account ............ 17 3.08 Notice to the Certificate Holder .................................. 18 3.09 Loans ............................................................. 18 3.10 Systematic Withdrawal Option (SWO) ................................ 18 3.11

  • Economic Price Adjustment is the adjustment to the Aircraft Basic Price (Base Airframe, Engine and Special Features) as calculated pursuant to Exhibit D.

  • Purchase Price Adjustment (a) Within 90 days following the Closing, the Buyer shall prepare and deliver, or cause to be prepared and delivered, to the Seller a statement (the “Closing Schedule”) setting forth: (i) the Buyer’s determination of the actual amounts of (A) the Adjustment Amount, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage (the “Final Adjustment Amount”), and (B) the Seller Indebtedness Amount, in each case as of 12:01 a.m. Eastern Time on the Closing Date without taking into account any of the transactions to be completed on the Closing Date in accordance with the terms of this Agreement; (ii) a calculation of any adjustments to the Closing Payment based on such calculations (the adjusted Closing Payment as a result of such calculation being the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”). (b) Within fifteen (15) days after delivery of the Closing Schedule, the Seller may deliver a notice to Buyer either: (i) concurring with the Closing Schedule (a “Notice of Concurrence”); or (ii) disagreeing therewith (a “Notice of Disagreement”). If the Seller delivers a Notice of Disagreement, then it shall be accompanied by the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any notice within such 15-day period, the Seller shall be deemed to have delivered a Notice of Concurrence. (c) If a Notice of Concurrence is delivered or deemed delivered, and if the Final Closing Payment is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of the delivery of the Notice of Concurrence. (d) If a Notice of Disagreement is delivered, then the Seller and the Buyer shall, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution shall be final, conclusive and binding upon the parties hereto, absent fraud or manifest error. To the extent the Final Closing Payment as determined by the Independent Auditor is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolution. (e) Each of the Seller and the Buyer shall pay fifty percent (50%) of the fees and expenses of the Independent Auditor.

  • Market Adjustment The parties to this Agreement recognize the appropriateness of market pay adjustments in rare instances for compelling reasons. To effectuate judgments in such cases, the President and AAUP Chapter President, in consultation, shall each name three (3) individuals to a university Market Evaluation Committee. Deans may submit recommendations for market pay adjustments with supporting written reasons to the Committee. Said Committee shall consult with the President concerning proposed market pay adjustments reporting its advice not later than May 15 in each year. Upon the favorable recommendation of the President and the BOR President, market pay adjustments may be approved effective at the beginning of that pay period including September 1 of the following year. Not more than one (1) market pay adjustment per one hundred (100) full-time members, or fraction thereof, may be recommended in any contract year. A member’s salary may not be increased beyond the maximum for the rank. Funding for this program shall be governed by Article 12.10.2.

  • CPI Adjustment If the CPI Percentage Increase (as defined below) is more than [***] for the relevant Adjustment Period, then the Rent payable during that Adjustment Period shall be adjusted upward by a percentage equal to the CPI Percentage Increase (as defined below) applicable to such Adjustment Period, but not to exceed an adjustment during any Adjustment Period of greater than [***]. The term “Consumer Price Index” shall mean the unadjusted Consumer Price Index for All Urban Workers, U.S. City Average, All Items, 1982-84=100, calculated and published by the United States Department of Labor, Bureau of Labor Statistics. The “CPI Percentage Increase” shall mean, with respect to any Adjustment Period, [***]. For the avoidance of doubt, no CPI Adjustment shall be made to any payment due under this Ground Lease for any Adjustment Period if the result of such CPI Adjustment would be to (a) reduce the amount of such payment to an amount that is less than the amount of such payment due for the immediately preceding Adjustment Period or (b) to raise the amount of such payment to an amount that is greater than [***]. For illustrative purposes only, [***]. The CPI Percentage Increase for any Adjustment Period shall be calculated by the Tenant, and the Tenant shall deliver written notice to the Landlord describing such calculation in reasonable detail (a “CPI Notice”) no later than thirty (30) days after the commencement of any Adjustment Period. If the Landlord disagrees with the Tenant’s calculation of the CPI Percentage Increase, then the Landlord shall deliver to the Tenant written notice, describing the basis for such disagreement in reasonable detail (a “CPI Disagreement Notice”), not later than thirty (30) days after delivery of the CPI Notice. If the Landlord fails to deliver a CPI Disagreement Notice within thirty (30) days after delivery of any CPI Notice, then the Landlord shall be conclusively deemed to have agreed with the calculation of the CPI Percentage Increase set forth in such CPI Notice.

  • True-Up Adjustments From time to time, until the Retirement of the Recovery Bonds, the Servicer shall identify the need for True-Up Adjustments and shall take all reasonable action to obtain and implement such True-Up Adjustments, all in accordance with the following:

  • Price Adjustment Civil works contracts of long duration (more than 18 months) shall contain an appropriate price adjustment clause.

  • Market Adjustments Neither this Article nor any other in this Collective Agreement prevents the Employer from using other funds to increase a Member’s salary in response to offers received from other employers or to accommodate other market forces.

  • Purchase Price Adjustments (a) The Parties agree that, so long as any distributions made are reflected in Closing Working Capital and in any adjustments to the Purchase Price under Section 1.4(c), the Seller shall have the right, at or prior to the Closing, to cause the Company to distribute cash to the Seller or its Affiliates, by one or more dividends and/or other distributions. (b) Within 90 calendar days following the Closing, the Buyer shall prepare, or cause to be prepared, and deliver to the Seller a statement (the “Closing Statement”), in accordance with the Accounting Principles, which shall include (i) a balance sheet of the Company as of the Closing Date, (ii) a calculation of the total Working Capital of the Company as of the Closing Date (the “Closing Working Capital”), (iii) a calculation of the Working Capital Deficit or the Working Capital Excess, as the case may be (which, for the avoidance of doubt, shall include the Buyer’s calculation of the Target Working Capital), (iv) a calculation of Closing Cash, (v) a calculation of Closing Indebtedness, (vi) a calculation of Transaction Expenses and (vii) the Buyer’s determination of the final Purchase Price (the “Final Purchase Price”) resulting therefrom. For purposes of the Buyer’s preparation of the Closing Statement, the Seller shall make available or provide reasonable access to the Buyer and its Representatives, upon advance notice and during normal business hours, all information, books, records, data and working papers created or used in connection with the preparation of the Estimated Working Capital Certificate, to the extent not in the possession of the Company or the Buyer. The Seller shall have a period of 30 calendar days after delivery of the Closing Statement to review (and cause the Seller’s auditors to review) such documents and make any objections it may have in writing to the Buyer. For purposes of the Seller’s evaluation of the Closing Statement, the Buyer shall, and shall cause the Company to, make available or provide reasonable access to the Seller and its Representatives, upon advance notice and during normal business hours, all information, books, records, data and working papers created or used in connection with the preparation of the Closing Statement; and shall permit reasonable access, upon advance notice and during normal business hours, to the facilities and personnel of the Company as may be reasonably requested by the Seller and its Representatives to analyze the Closing Statement. If the Seller delivers written objections to the Buyer within such 30-day period, then the Buyer and the Seller shall attempt to resolve the matter or matters in dispute. If no written objections are made by the Seller within such 30-day period, then the Closing Statement shall be final and binding on the Parties. If disputes with respect to the Closing Statement cannot be resolved by the Buyer and the Seller within 30 calendar days after timely delivery of any objections thereto, then, at the request of the Buyer or the Seller, the specific matters in dispute (but no others) shall be submitted to such independent accounting firm as may be approved by the Seller and the Buyer (the “Auditors”), which firm shall render its opinion as to such specific matters. If no such referral is made within 45 calendar days after the delivery of the objections, then the Closing Statement shall be final and binding on the Parties. If all objections are so resolved between the Parties prior to such time, the Closing Statement with such changes as have been agreed in writing by the Buyer and the Seller shall be final and binding on the Parties. The matters to be resolved by the Auditors shall be limited to the remaining unresolved disputes between the Buyer and the Seller. The Parties shall cooperate with the Auditors during its engagement, and the Auditors shall have access to the books and records of the Company and the Buyer, the personnel of, and work papers prepared by, the Parties’ accountants to the extent that they relate to the unresolved disputes as it may reasonably request for the purpose of reviewing such unresolved disputes, provided, that such access shall be in a manner that does not interfere with the normal business operations of the Buyer, the Company or the Seller. The Auditors shall promptly deliver to the Buyer and the Seller a written report setting forth their resolution of the disputes along with their determination of the Final Purchase Price, which determination shall be made in accordance with the definitions and principles set forth in this Agreement and shall be final and binding on the Parties. As to each disputed item, the Auditors shall be limited to awarding only one or the other of the Buyer’s proposal, on the one hand, or the Seller’s proposal, on the other hand, and shall have no authority to select or propose to the Parties any resolution other than as set forth in one of such two proposals originally submitted to the Auditors. Judgment may be entered upon the determination of the Auditors in any court having jurisdiction over the Party against which such determination is to be enforced. The fees and expenses of the Auditors shall be borne by the Parties as designated by the Auditors, which designation shall be based upon the inverse proportion of the amount of disputed items resolved in favor of such Party (i.e., so that the prevailing Party bears a lesser amount of such fees and expenses). If the Parties refer a dispute to the Auditors and if the Adjustment Escrow Funds exceed the amount by which the Estimated Purchase Price is greater than the Final Purchase Price (as claimed by the Buyer), then the Buyer and the Seller shall, pursuant to the terms of the Escrow Agreement, promptly instruct the Escrow Agent to pay the Seller the amount of such excess out of the Adjustment Escrow Funds, and the remaining balance of the Adjustment Escrow Funds shall be paid out pursuant to Section 1.4(c) after the final determination of the Final Purchase Price pursuant to this Section 1.4. (c) If the Estimated Purchase Price is greater than the Final Purchase Price, then within two business days following the final determination thereof, the Buyer and the Seller shall, pursuant to the terms of the Escrow Agreement, instruct the Escrow Agent to pay the Buyer the amount of such excess out of the Adjustment Escrow Funds (and if the balance of the Adjustment Escrow Funds is less than the amount due to the Buyer pursuant to this Section 1.4, then at the Buyer’s option the Buyer may recover the remaining amount from the Indemnity Escrow Funds or require the Seller to pay such amount to the Buyer by wire transfer in immediately available funds to the account or accounts designated by the Buyer). If the Final Purchase Price is greater than the Estimated Purchase Price, then within two business days following the final determination thereof, the Buyer will pay to the Seller by wire transfer in immediately available funds to the account or accounts designated by the Seller the amount of such excess and the Buyer and the Seller shall, pursuant to the terms of the Escrow Agreement, instruct the Escrow Agent to pay the Seller the entire balance of the Adjustment Escrow Funds. Any payments pursuant to this Section 1.4(c) shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.

  • Minimum Adjustment The adjustments required by the preceding sections of this Article IV shall be made whenever and as often as any specified event requiring an adjustment shall occur, except that no adjustment of the Exercise Price or the number of shares of Common Stock issuable upon exercise of the Warrants that would otherwise be required shall be made unless and until such adjustment either by itself or with other adjustments not previously made increases or decreases by at least 1% the Exercise Price or the number of shares of Common Stock issuable upon exercise of the Warrants immediately prior to the making of such adjustment. Any adjustment representing a change of less than such minimum amount shall be carried forward and made as soon as such adjustment, together with other adjustments required by this Article IV and not previously made, would result in a minimum adjustment. For the purpose of any adjustment, any specified event shall be deemed to have occurred at the close of business on the date of its occurrence. In computing adjustments under this Article IV, fractional interests in Common Stock shall be taken into account to the nearest one-hundredth of a share.