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.
Sample 1Sample 2
AutoNDA by SimpleDocs
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. 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. 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
AutoNDA by SimpleDocs
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 
Sample 1Sample 2

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

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

  • 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 At the end of the first Lease year (as hereinafter defined) and every Lease year thereafter (including any renewal periods) the Base Rental provided for in Paragraph 3 above shall be adjusted by adding to Base Rental the "Add-on Factor". The one (1) year periods are each hereinafter referred to as an "Adjustment Period". As used herein, the "Add- on Factor" shall mean the "Add-on Sum" minus "Net Base Rental"; "Add-on Sum" shall mean a sum determined by multiplying the "Net Base Rental" by the "Adjustment Factor"; "Net Base Rental" shall mean the Base Rental described above minus Initial Basic Cost, and "Adjustment Factor" shall mean a fraction, the numerator of which is the "CPI" published immediately preceding the applicable anniversary date and the denominator of which is the "CPI" published immediately preceding the commencement date of the term of this Lease. "CPI" shall mean the United States Average (1982-84 '" 100), as published bi-monthly (or if the same shall no longer be published bi-monthly, on the most frequent basis available) by the Bureau of Labor Statistics, U.S. Department of Labor (but if such is subject to adjustment later, the later adjusted index shall be used). The Adjusted Rental shall be the new Base Rental of the Premises effective as of the first day of the applicable Adjustment Period. Notwithstanding the foregoing calculation, the yearly percentage rent adjustment pursuant to this Paragraph 9 shall in no event be less than FIVE percent (5%) per year. Tenant shall continue payment of the Base Rental in effect for the expiring Adjustment Period until notified by Landlord of any increase in such Base Rental. Such notification shall include a memorandum showing the calculations used by Landlord in determining the new Base Rental. On the first day of the calendar month immediately succeeding receipt of such notice, Tenant shall commence payment of the new Base Rental spedfied in the notice, and shall also pay to Landlord with respect to the month(s) already expired, the excess of the required monthly rentals spedfied in the notice over the monthly amounts actually paid by Tenant.

  • 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:

  • Fee Adjustment Fees as provided in this Agreement to be charged to residents of Joplin and the City pursuant to this Agreement may be adjusted based upon the AARC's change in costs subsequent to the previous adjustment. Any individual fee increases will be adjusted only to the extent of an increase in the Consumer Price Index (St. Louis -All Urban Consumers), utilizing the December 12 month period index from the previous year. If a fee increase request is in excess of the Consumer Price Index the city may request to review data on actual costs of each service if needed to document cost increases. In the event an adjustment to documented cost is warranted, AARC shall provide written notice thereof with supporting documentation, by no later than May 1 of each year. All increases shall be subject to annual appropriation by the Joplin City Council. City shall have thirty (30) days to review and request additional supporting documentation. In the event the parties are unable to agree to the cost adjustment, either party shall be entitled to terminate this Agreement as provided herein.

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

  • Purchase Price Adjustments (a) Schedule 2.4 sets forth the Seller’s good faith estimate of the Net Working Capital (the “Estimated Net Working Capital”) as of September 30, 2013, together with a calculation of the Closing Purchase Price based on such estimate. The Estimated Net Working Capital shall be determined in accordance with Section 2.6 and the other terms of this Agreement. (b) As promptly as possible, but in any event within forty five (45) days after the Closing Date, the Buyer will deliver to the Seller a balance sheet of the Company (the “Closing Balance Sheet”) and a statement showing the calculation of the Net Working Capital derived from the Closing Balance Sheet (together with the Closing Balance Sheet, the “Preliminary Closing Statement”), in each case as of the Reference Time. The Closing Balance Sheet shall be prepared, and the Net Working Capital and the Preliminary Closing Statement shall be determined, in accordance with Section 2.6 and the definitions and other terms set forth in this Agreement. The Preliminary Closing Statement shall contain line item detail comparable to the Balance Sheet with respect to the components of Net Working Capital of the Company as of the Reference Time. After delivery of the Preliminary Closing Statement, the Buyer shall give the Seller and its accountants and representatives reasonable access at reasonable times to review the Company’s books and records and work papers related to the preparation of the Preliminary Closing Statement subject to customary confidentiality restrictions. The Seller and its accountants and representatives may make inquiries of the Buyer and its accountants regarding questions concerning or disagreements with the Preliminary Closing Statement arising in the course of its review thereof, and the Buyer shall use its commercially reasonable efforts to cause any such accountants to cooperate with and respond to such inquiries. If the Seller has any objections to the Preliminary Closing Statement, the Seller shall deliver to the Buyer a statement setting forth its objections thereto (an “Objections Statement”). If an Objections Statement is not delivered by the Seller to the Buyer within twenty (20) days after delivery of the Preliminary Closing Statement, the Preliminary Closing Statement shall be final, binding and non-appealable by the Parties hereto. The Seller and the Buyer shall negotiate in good faith to resolve any such objections for fifteen (15) days after the delivery of the Objections Statement, but if they do not reach a final resolution, the Seller and the Buyer shall submit such dispute to PricewaterhouseCoopers, or if they are not independent pursuant to the rules and regulations of the Securities and Exchange Commission at the time, another nationally recognized independent accounting firm reasonably acceptable to the Buyer and the Seller (the “Dispute Resolution Firm”) within three (3) Business Days following the end of the fifteen (15)-day period from the date of the delivery of the Objections Statement. Any further submissions to the Dispute Resolution Firm must be written and delivered to each party to the dispute. The Dispute Resolution Firm shall consider work papers and other documents and information related to those items and amounts which are identified in the Objections Statement as being items which the Seller and the Buyer are unable to resolve. The Dispute Resolution Firm’s determination will be based on the definition of Net Working Capital and the other definitions and terms contained herein and shall be in amounts between the disputed amounts set forth in the Preliminary Closing Statement and the Objections Statement. The Seller and the Buyer shall use their commercially reasonable efforts to cause the Dispute Resolution Firm to resolve all disagreements as soon as practicable and in any event within thirty (30) days after the submission of any dispute. Further, the Dispute Resolution Firm’s determination shall be based solely on the presentations by the Buyer and the Seller which are in accordance with the terms and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The resolution of the dispute by the Dispute Resolution Firm shall be, absent manifest error, final, binding and non-appealable on the Parties hereto. The costs and expenses of the Dispute Resolution Firm shall be allocated fifty percent (50%) to the Buyer and fifty percent (50%) to the Seller. (c) If the Net Working Capital as finally determined pursuant to Section 2.4(b) above is greater than the Target Working Capital, the Buyer shall promptly pay to the Seller the amount of such excess in cash. If the Net Working Capital as finally determined pursuant to Section 2.4(b) above is less than the Target Working Capital (such amount, the “Working Capital Deficiency”), the Seller and the Buyer shall promptly cause an amount equal to the Working Capital Deficiency to be paid to the Buyer from the Working Capital Escrow Amount; provided, however, that if the Working Capital Deficiency is in excess of the Working Capital Escrow Amount (such excess amount, the “Working Capital Indemnity Amount”), then the Buyer may elect to seek indemnification for the Working Capital Indemnity Amount either (i) from the Indemnity Escrow Amount or (ii) directly from the Seller. The net adjustment amount payable to the Seller or the Buyer under this Section 2.4(c) (such amount, the “Net Adjustment Amount”) shall be paid in accordance with Section 2.5.

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