Closing Net Worth. In the event that Seller delivers a ----------------- Seller's Letter to Buyer pursuant to Section 2.06, the Sellers' Closing Net Worth Statement prepared by Seller pursuant to Section 2.04 will be modified by any adjustments set forth in Buyer's Letter and not objected to in Seller's Letter, agreed to by the Parties pursuant to Section 2.07 or determined by the Arbitrator pursuant to Section 2.10. The Seller's Closing Net Worth Statement after any and all such adjustments shall be determinative of the Closing Net Worth.
Closing Net Worth. The SPAR Parties shall use their reasonable best efforts to ensure that the Closing Net Worth (as such term is defined in Section 7.01) is not less than the Target Amount (as such term is defined in Section 7.01(b) hereof).
Closing Net Worth. 6 Code.................................................................... 9
Closing Net Worth. The Closing Net Worth of the Company shall be at least $6,000,000 and the Shareholders shall have delivered to CCC a certificate to that effect.
Closing Net Worth. The sum of the capital stock, retained earnings and year to date profit or loss accounts of the Company appearing on the Closing Balance Sheet of the Company prepared as of February 28, 1998 in accordance with generally accepted accounting principles applied on a basis consistent with prior years. CODE. Internal Revenue Code of 1986 as amended to date. COMMON STOCK. Buyer's $0.01 par value Common Stock. COMPANY. Rotocast International, Inc. and each of the Rotocast Subsidiaries identified below.
Closing Net Worth. 4 COBRA..........................................................................4 i 3 Code...........................................................................4 Consideration..................................................................4
Closing Net Worth. NONSURVIVAL OF REPRESENTATIONS Section 7.01. SPAR Closing Net Worth.........................................33 Section 7.02. Survival of Representations and Warranties.....................34 ARTICLE VIII
Closing Net Worth. 2.05(b) Closing Parent Share Value......................................10.02(a) Closing.........................................................1.02 Code............................................................
Closing Net Worth. 5 Code..........................................................................13 Commission....................................................................22 Commitment(s).................................................................13 Consent(s).....................................................................9 Derivatives....................................................................6
Closing Net Worth. (a) Within 60 days after the Closing, the Buyer's independent auditors shall conduct a full audit of the Closing Balance Sheet (the "FINAL AUDIT") in accordance with GAAP and shall determine the Net Worth of the Seller as of the Closing Date but excluding all Excluded Assets and Excluded Liabilities on a basis consistent with the Audited Balance Sheet (but subject to GAAP) and in accordance with the procedures set forth in this Section 3.2 (the "CLOSING NET WORTH").
(b) Within 5 business days after the preparation of the Final Audit, the Buyer shall cause a copy of the Final Audit containing the statement of Closing Net Worth (the "STATEMENT") to be delivered to the Seller. Following delivery of the Statement to the Seller, the Seller and its professional advisors shall be permitted to review the Buyer's independent auditors' work papers relating to the Statement, provided that the Seller executes a release letter in standard form required by the Buyer's independent auditors. The Statement shall become final and binding upon the parties on the thirtieth day following delivery thereof to the Seller unless the Seller gives written notice of its disagreement (a "NOTICE OF DISAGREEMENT") to the Buyer prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature and amount of any disagreement so asserted. If a timely Notice of Disagreement is received by the Buyer, then the Statement (as revised in accordance with clause (x) or (y) below) shall become final and binding upon the parties on the earlier of (x) the date the parties hereto resolve in writing any differences they have with respect to any matter specified in the Notice of Disagreement or (y) the date any matters properly in dispute are finally resolved in writing by the Accounting Firm (as defined below). During the 30 days immediately following the delivery of a Notice of Disagreement, the Seller and the Buyer shall seek in good faith to resolve in writing any difference which they may have with respect to each matter specified in the Notice of Disagreement. During such period, the Buyer shall have full access to the working papers of the Seller prepared in connection with the Seller's preparation of the Notice of Disagreement. At the end of such 30-day period, the Seller and the Buyer shall submit to a nationally recognized accounting firm (the "ACCOUNTING FIRM") for review and resolution of any and all matters which remain in dispute and which were properly included i...
