Closing Determination. No later than five (5) Business Days prior to the Closing, Seller and Purchaser will confer and make a mutually agreed upon determination of the Division's estimated Net Asset Value as of the Closing (the "Estimated Net Asset Value") as set forth on a mutually agreed upon estimated Closing Date balance sheet reflecting the assets of the Division being purchased and the liabilities of the Division being assumed. "Net Asset Value" means, except as otherwise set forth in this Section 1.4, the aggregate net book value of the Division Assets, less the sum of (i) the aggregate net book value of all intangible Division Assets (including, without limitation, the aggregate net book value of (A) any capitalized software costs, (B) software purchased for resale, (C) purchased software, the license of which is not transferable to Purchaser and (D) any Division Asset included in the caption "Intangibles" in the attached Financial Statements) and (ii) the aggregate net book value of all liabilities of the Division required to be set forth on the face of a Closing Date balance sheet, all as determined in accordance with U.S. GAAP applied in a manner consistent with Seller's past practices; it being agreed that (A) the calculation of the Net Asset Value will not include accounts receivable related to the delivery of future services, unless a corresponding amount of deferred revenue liability with respect to such accounts receivable is included in the calculation of the Division's liabilities, (B) the calculation of Net Asset Value will not include the benefit of, or the burden of, any asset or liability which inures to the benefit of, or is to be borne by, Seller or its post-closing Affiliates, (C) notwithstanding the agreement of the parties to leave all maintenance contracts related to the Business with Seller and its Affiliates as specified in Section 1.7 hereof, the determination of Net Asset Value will be made as if all maintenance contracts and the related deferred revenue liabilities with respect thereto are to be transferred to Purchaser and its Affiliates effective as of the Closing Date, (D) notwithstanding any provision to the contrary contained herein, the determinations of prepaid assets, inventory and property, plant and equipment, any other fixed assets and any other assets or liabilities to be included in the determination of Net Asset Value will be made based on the specifically identified schedules of such assets made pursuant to Sections 1.1(a)(ii), 1.1...
Closing Determination. (i) To the extent that the Estimated Purchase Payment Amount shall have been more than the sum of the Total Adjusted Capital of the European Subsidiaries and Europe Assets Value, the amount of such difference shall be paid by Sellers to Buyer within five business days after the determination of such amount. To the extent that the Estimated Purchase Payment Amount is less than the Total Adjusted Capital of the European Subsidiaries and the Europe Assets Value, the amount of such difference shall be paid by Buyer to Europe, within five business days after the determination of such amount, by wire transfer.
(ii) To the extent that the amount of the shareholders equity of Latin America and Mexico as set forth on the Latin/Mexico Closing Balance Sheet, assuming all liabilities of Latin America and Mexico to Merisel or any of its other affiliates have been capitalized (the "Closing Equity Value"), is less than the sum of (x) the amount of adjusted shareholders equity of Latin America and Mexico as of June 30, 1996 which the parties hereby agree is $36,698,191 computed as shown on Schedule 1.2(a) plus (y) the net pretax earnings of Latin America and the net earnings of Mexico between July 1, 1996 and the Closing Date as reflected in the monthly financial statements of Latin America and Mexico plus any provision which would increase the reserve for inventory, receivables and/or other accruals in excess of normal provisions for inventory, receivables and/or other accruals, computed consistently with past practice, less (z) $1.5 million (the
Closing Determination. No later than five (5) Business Days prior to the Closing, Seller and Purchaser will confer and make a mutually agreed upon determination of the Division's estimated Tangible Net Book Value as of the Closing (the "Estimated Tangible
Closing Determination. Not more than seven (7) Business Days nor less than three (3) Business Days before the Closing Date, the Sellers shall deliver to the Buyer a separate report (the “Estimated Adjusted Liabilities Report”) setting forth the Adjusted Liabilities as of 12:01 a.m. on the last day of the most recent month, which last day falls not less than 15 calendar days prior to the date such report is delivered, provided that such Adjusted Liabilities shall be adjusted for any accrued expenses the Sellers will satisfy on or prior to the Closing (the “Estimated Adjusted Liabilities”). The Estimated Adjusted Liabilities Report shall be prepared in the same manner as Schedule 3.3 and following the accounting principles, procedures, policies and methods employed in preparing such schedule. If (i) the Estimated Adjusted Liabilities is a positive number, the Purchase Price shall be reduced on a dollar-for-dollar basis at Closing by the amount of the Estimated Adjusted Liabilities, or (ii) the Estimated Adjusted Liabilities is a negative number, the Purchase Price shall be increased on a dollar-for-dollar basis at Closing by the absolute value of the amount of the Estimated Adjusted Liabilities.
Closing Determination. Not more than seven (7) Business Days nor less than three (3) Business Days before the Closing Date, SAVVIS shall, in good faith using then available financial information for the Business, prepare and deliver to the Buyer a separate report (the “Estimated Working Capital Report”) setting forth an estimate of the Net Working Capital as of 12:01 a.m. on the Closing Date (the “Estimated Adjusted Net Working Capital”). The Estimated Working Capital Report shall be prepared in good faith using the then-available financial information for the Business and shall be prepared in the same manner as the October Working Capital Report and following the accounting principles, procedures, policies and methods employed in preparing the October Working Capital Report. If (i) the Estimated Adjusted Net Working Capital exceeds the Target Working Capital, the Purchase Price shall be increased on a dollar-for-dollar basis at Closing by the amount of such excess and (ii) the Estimated Adjusted Net Working Capital is less than the Target Working Capital, the Purchase Price shall be reduced on a dollar-for-dollar basis at Closing by the amount of such deficiency.
Closing Determination. Section 1.05(c) Closing Financial Statements.................................................... Section 1.05(c) Closing Purchase Price.......................................................... Section 1.04(b) Competitive Business............................................................ Section 4.11(a) Containers...................................................................... Section 2.09(d) Container Leases................................................................ Section 2.14(b) D&O Indemnitees................................................................. Section 4.07(a) D&O Released Parties............................................................ Section 4.07(c) D&O Tail Insurance.............................................................. Section 4.07(b) Damages......................................................................... Section 7.02(a) December Determination.......................................................... Section 1.05(a) December Determination Financial Statements..................................... Section 1.05(a) Deductible...................................................................... Section 7.06(a) Disclosure Schedule.............................................................
Closing Determination. No later than five (5) Business Days prior to the Closing, Seller and Purchaser will confer and make a mutually agreed upon determination
Closing Determination. (i) Not more than seven (7) Business Days nor less than three (3) Business Days before the Closing Date, the Company shall, in good faith using then available financial information for the Company, prepare and deliver to Parent a separate report (the “Estimated Closing Balance Sheet”) setting forth an estimate of the Adjusted Working Capital as of the Effective Time on the Closing Date (the “Closing Date Working Capital Estimate”) and the calculation thereof, which amount shall be based on the estimated Current Assets and the estimated Current Liabilities as set forth on the Estimated Closing Balance Sheet. The Estimated Closing Balance Sheet shall be prepared in accordance with GAAP, consistently applied, and in accordance with the definition of “Adjusted Working Capital” and the parameters set forth in Section 2.6(a) of the Company Disclosure Letter. If (A) the Closing Date Working Capital Estimate exceeds the Target Working Capital, the aggregate Merger Consideration shall be increased on a dollar-for-dollar basis at Closing by the amount of such excess and (B) the Closing Date Working Capital Estimate is less than the Target Working Capital, the aggregate Merger Consideration shall be reduced on a dollar-for-dollar basis at Closing by the amount of such deficiency, with such increase or reduction to be allocated to Holders in with such Holder’s Pro Rata Share.
Closing Determination. The determination of the amount of the Closing Payment as a result of the adjustments to the Base Purchase Price required by Sections 4.3(a), 4.3(b) and 4.3(c) above shall be made on the basis of (A) a certificate of the Chief Financial Officer of Newco delivered to Purchaser not less than three (3) Business Days prior to the Closing Date and (B) such supporting documentation relating to such estimate as Purchaser shall reasonably require. In addition, on the date hereof and on the date that is three (3) Business Days prior to the Closing Date, the Chief Financial Officer of Newco shall deliver to Purchaser an uncertified estimate of the expenditures contemplated by Sections 4.3(a) and (b) that have been made as of each such date, together with such supporting documentation relating to such estimate as Purchaser shall reasonably require. Such certificates shall provide in reasonable detail an explanation of each of the foregoing adjustments to the Base Purchase Price. Such determinations and the corresponding adjustments to the Base Purchase Price shall serve as the basis for the Closing transactions.
Closing Determination. (i) No later than ten (10) Business Days prior to the Closing Date, Seller shall prepare and deliver to Purchaser for its review, and Seller and Purchaser shall thereafter mutually agree in good faith on, a statement setting forth a good faith estimate of (i) the Closing Net Working Capital (“Estimated Closing Net Working Capital”); (ii) Closing Cash and Cash Equivalents (“Estimated Closing Cash and Cash Equivalents”); (iii) the Closing Outstanding Bank Debt (“Estimated Closing Outstanding Bank Debt”); (iv) the Closing Factoring Liabilities (“Estimated Closing Factoring Liabilities”); and (v) the Closing Assumed Unfunded Benefit Liabilities (“
