Debt Adjustment. The Base Purchase Price shall be reduced, at Closing, by $1.00 for each $1.00 of Debt reflected on the Company's Closing Balance Sheet (the "Closing Debt Amount"). The Company's Debt shall mean all of the Company's liabilities, contingent or otherwise, except Adjusted Current Liabilities, in accordance with GAAP. The Company's Adjusted Current Liabilities shall mean all of the Company's liabilities which would be classified as current liabilities in accordance with GAAP, except current amounts owing:
Appears in 2 contracts
Samples: Merger Agreement (Imagemax Inc), Stock Purchase Agreement (Imagemax Inc)
Debt Adjustment. The Base Purchase Price shall be reduced, at Closing, by $1.00 for each $1.00 of Debt reflected on the Company's Closing Balance Sheet (the "Closing Debt Amount"). The Company's Debt shall mean all of the Company's liabilities, contingent or otherwise, except Adjusted Current Liabilities, in accordance with GAAP. The Company's Adjusted Current Liabilities shall mean all of the Company's liabilities which would be classified as current liabilities in accordance with GAAP, except current amounts of principal, interest or penalties due and owing:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Imagemax Inc)
Debt Adjustment. The Base Purchase Price shall be reduced, at Closing, by $1.00 for each $1.00 of Debt reflected on the Company's Closing Consolidating Balance Sheet (the "Closing Debt Amount"). The Company's Debt shall mean all of the Company's liabilities, contingent or otherwise, except Adjusted Current Liabilities, in accordance with GAAP. The Company's Adjusted Current Liabilities shall mean all of the Company's liabilities which would be classified as current liabilities in accordance with GAAP, except current amounts owing:
Appears in 1 contract
Samples: Merger Agreement (Imagemax Inc)
Debt Adjustment. The Base Purchase Price shall be reduced, at Closing, by $1.00 for each $1.00 of that Debt exceeds the Company's cash and cash equivalents reflected on the Company's Closing Balance Sheet (the "Closing Debt Amount"). The Company's Debt shall mean all of the Company's liabilities, contingent or otherwise, except Adjusted Current Liabilities, in accordance with GAAP. The Company's Adjusted Current Liabilities shall mean all of the Company's liabilities which would be classified as current liabilities in accordance with GAAP, except current amounts owing:,
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