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) 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...
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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. (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.
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.
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Book Value Adjustment. ... Section 1.2(d) Break-Up Fee................................
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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: ------
Sample 1
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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.
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Book Value Adjustment 
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Related to Book Value Adjustment

  • Market Value Adjustment 16 3.07 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

  • Book Value The value of an asset on the books of the Company, before allowance for depreciation or amortization.

  • Purchase Price Adjustment (a) Not later than five Business Days prior to the Closing Date, the Contributor Parties shall prepare in good faith and deliver to Acquiror a preliminary settlement statement (the “Estimated Adjustment Statement”) setting forth (i) an estimated combined balance sheet of the Compression Group Entities as of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) (the “Estimated Closing Date Balance Sheet”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital Threshold, (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amount.”

  • CPI Adjustment The fixed fees and other fees expressed as stated dollar amounts in this schedule and in the Agreement shall be increased annually commencing on the one-year anniversary date of the Effective Date by the percentage increase since the Effective Date in consumer prices for services as measured by the United States Consumer Price Index entitled "All Services Less Rent of Shelter" or a similar index should such index no longer be published.

  • 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 No adjustment in the per share Exercise Price shall be required unless such adjustment would require an increase or decrease in the Exercise Price of at least $0.01; provided, however, that any adjustments which by reason of this paragraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 2 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be.

  • Purchase Price Adjustments In case at any time and from time to time the Company shall issue any shares of Common Stock or Derivative Securities convertible or exercisable for shares of Common Stock (the number of shares so issued, or issuable upon conversion or exercise of such Derivative Securities, as applicable, being referred to as "Additional Shares of Common Stock") for consideration less than the then Market Price at the date of issuance of such shares of Common Stock or such Derivative Securities, in each such case the Conversion Price shall, concurrently with such issuance, be adjusted by multiplying the Conversion Price immediately prior to such event by a fraction: (i) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus the number of shares of Common Stock that the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued would purchase at the Market Price and (ii) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of Additional Shares of Common Stock plus the number of such Additional Shares of Common Stock so issued or sold.

  • Inventory Adjustment (a) No more than three (3) days prior to Closing, a physical count of all saleable inventory, raw materials, castings, grates and other ancillary products included in the Seller Assets (the “Closing Inventory”) shall be carried out at the Designated Plants by representatives of each of the Seller and the Purchaser, which physical count shall be carried out in a manner mutually agreed upon by the parties. For the purposes of this Section 3.1(a), “saleable” inventory shall mean (i) finished goods, which are of first quality and saleable in the ordinary course without discount, and (ii) all raw materials, castings, grates and other ancillary products that are useable in the production of pipe and precast products or otherwise suitable for resale, unless obsolete, damaged or cosmetically impaired. The representatives of each of the Purchaser and the Seller shall attempt, in good faith, to resolve any disputes which may arise during the physical count of the inventory. Upon completion of the physical count of the inventory, the representatives of each of the Seller and the Purchaser shall agree upon and execute a statement setting forth either (i) the final physical count of the inventory in the event that the representatives agree on such final physical count or (ii) the final physical count of the inventory of each of the Seller and the Purchaser in the event that the representatives were unable to resolve in good faith any disputes during the physical inventory count, noting such items of dispute (the “Disputed Seller Inventory Items”) therein. The value of Closing Inventory shall be determined in accordance with the Inventory Methodology. In the event that there are any Disputed Seller Inventory Items, such Disputed Seller Inventory Items shall be resolved following the Closing pursuant to the dispute resolution procedures set forth in Section 3.2 and the final physical count agreed to by the parties or resolved pursuant to Section 3.2 shall be final and binding on the parties, including for purposes of determining the Closing Inventory. (b) No later than 90 days after the Closing Date (or if such day is not a Business Day, the next Business Day), the Purchaser shall deliver to the Seller a certificate executed by the

  • 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.

  • Year-End Adjustment If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the amount of the investment advisory fees waived or reduced and other payments remitted by the Adviser to the Fund or Funds with respect to the previous fiscal year shall equal the Excess Amount.

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