Equipment Adjustment. Within 120 days after the Closing Date, Buyer shall conduct a count of all washers and dryers included in the Route Equipment (the “Closing Equipment Count”) and shall deliver to Seller a schedule reflecting such count. Seller shall be deemed to accept the Closing Equipment Count unless Seller delivers a notice of objection to Buyer within 10 days following receipt of the Closing Equipment Count. If Seller provides a notice of objection to Buyer, Seller and Buyer shall first use commercially reasonable efforts to resolve such dispute. If the parties are able to resolve such dispute, the Closing Equipment Count shall be revised to the extent necessary to reflect such resolution and shall be conclusive and binding upon all parties and shall not be subject to dispute or review. If the parties are unable to resolve the dispute within 20 days after delivery of a notice of objection by Seller, either party may submit the dispute to arbitration in accordance with Section 7.9. The Closing Equipment Count as determined pursuant to arbitration shall be conclusive and binding upon all parties and shall not be subject to dispute or review. If the Closing Equipment Count as finally determined is less than the total number of washers and dryers listed on Schedule 1.4(a) as the Estimated Equipment Count (the “Estimated Equipment Count”), then Seller shall pay to Buyer an amount in cash equal to (i) the Estimated Equipment Count minus the Closing Equipment Count, multiplied by the Equipment Multiple listed on Schedule 1.4(a) (the “Equipment Multiple”), within 10 days following the final determination of the Closing Equipment Count. If the Closing Equipment Count as finally determined equals or exceeds the Estimated Equipment Count, then no payment shall be required from Seller to Buyer under this Section 1.4(a). For purposes of calculating the Closing Equipment Count, each stacked washer and dryer unit and 25 lb. or more tumbler dryer shall be counted as two (2) machines and each other washer and dryer shall be counted as one (1) machine. The methodology for determining the adjustment of the Purchase Price set forth in this Section 1.4(a) is not intended to establish the allocation of the Purchase Price based on the fair market value of the Subject Assets, which the parties agree shall be as provided in Schedule 1.8. The Purchase Price shall be adjusted as necessary to reflect any payment made pursuant to this Section 1.4(a).
Equipment Adjustment. At start up of crushing operations, the contractor will notify the contract administrator when the rock meets the gradation specifications in the contract. None of the rock crushed during this calibration period will be counted toward the amount required to be crushed, and this rock must be kept separate from accepted rock crushed later.
Equipment Adjustment. (i) ESC, LPC and DC hereby represent and warrant to the Purchasers that the Rental Asset Listings attached as Schedule 2.2(b) set forth, for each of the Acquired Companies, the asset description, make, model, original cost and net book value of all rental equipment and inventory held for rent to customers and related transportation equipment (collectively, the "Equipment") of such --------- Acquired Company as of January 1, 1998 (the "1/98 RALs"). ESC, LPC and DC --------- covenant and agree to deliver to the Purchasers, not less than three Business Days prior to the Closing Date, Rental Asset Listings for each of the Acquired Companies setting forth the asset description, make, model, original cost and net book value of all Equipment of such Acquired Company as of the Closing Date (the "Closing Date RALs"), which Closing Date RALs shall identify and -----------------
Equipment Adjustment. Schedule 3.10(a) sets forth the asset -------------------- description, make, model, original cost and net book value of all Rental Equipment that Seller owns as of the Closing Date. On or prior to 45 days following the Closing Date, personnel of Seller and Buyer shall verify the existence and condition of the Rental Equipment listed on said schedule as necessary to inspect such Rental Equipment. Based on the physical inventory inspection, Buyer shall be entitled to reduce the Purchase Price for each item of Rental Equipment that is either missing or unavailable for rental due to Seller's failure to perform preventive maintenance on said item of Rental Equipment in the ordinary course of business. The value of each piece of Rental Equipment that is missing and the cost to repair each piece of equipment that is unavailable for rental due to Seller's failure to perform preventive maintenance in the ordinary course of business shall be aggregated. If the aggregate value of all missing and unavailable Rental Equipment is less than $50,000, Buyer shall make no adjustment to the Purchase Price. If the aggregate value of said items exceeds $50,000, Buyer shall adjust the Purchase Price by an amount which equals the total aggregate cost of said items, less $50,000. Buyer shall make any adjustment no later than 90 days after the Closing Date, and shall be entitled to retain a portion of the amount held back under Section 2.3, above, equal to said adjustment. For purposes of valuing missing or unavailable Rental Equipment, the personnel of Buyer and Seller shall agree upon a value, or if they cannot agree, an independent third party mutually acceptable to both parties or an arbitrator, as provided by Section 15.4, shall determine the appropriate value to be used in computing any adjustment under this paragraph 2.4(d).
Equipment Adjustment. The Rental Asset Listings attached as Schedule 2.2(b)(i) set forth the asset description, make, model, original cost and net book value of all rental equipment and inventory held for rent to customers and related transportation equipment (collectively, the "Equipment") of ARI, the Subsidiary and Xxxxxxxx Leasing (A) as of March 31, 1997 (the "3/31/97 RAL"), and (B) as of the Accounting Date, which Accounting Date RAL identifies and reflects all purchases and sales of Equipment by the Company, the Subsidiary and Xxxxxxxx Leasing since March 31, 1997 (the "Closing Date RAL"), in each case, as used in the preparation of the Balance Sheets (as defined in Section 4.8). The Equipment reflected on the Closing Date RAL is Rental Ready (as defined below). The Purchase Price shall be (i) reduced for each item of Equipment listed on the 3/31/97 RAL which is missing (or non-existing), not Rental Ready, has been sold or is otherwise not available for rent to customers, and (ii) increased by the cost of each item of Equipment (including freight charges) not listed on the 3/31/97 RAL that was purchased between March 31, 1997 and the Closing Date, excluding approximately $600,000 of purchases of additional equipment for the Rent-It location consisting of six Genie S-60 units, four Z-45/22 units and one JL600S unit (collectively, the "Equipment Adjustment"). An estimated Equipment Adjustment shall be made on the Closing Date based on a comparison of the 3/31/RAL and the Closing Date RAL (the "Closing Date Equipment Adjustment"). Within 45 days following the Closing Date, URI shall complete a physical inventory of each item of Equipment on the Closing Date RAL, including by visiting renters' locations as necessary to inspect such Equipment, and the Purchase Price shall be further decreased or increased, if and as necessary, based on the Equipment Adjustment resulting from the findings of URI's physical inventory (the "Post Closing Equipment Adjustment"). The reduction in the Purchase Price described in clause (i) of the definition of "Equipment Adjustment" above shall be calculated by the aggregate fair market value (as determined by URI and the Representative) of all missing or unavailable Equipment and at the lesser of (x) the repair cost and (y) the replacement cost for all non-Rental Ready Equipment, but the Purchase Price shall only be reduced by the extent that the aggregate fair market value (determined as aforesaid) of all such missing, sold or unavailable Equipment...
Equipment Adjustment. The Rental and Non-Rental Asset Listing -------------------- attached as Exhibit 2.
7.1. sets forth the asset description, make, model, original cost and net book value of all Equipment which, on the Closing Date, will be fully operable, Rental Ready and available for transfer to Buyer. (The net book value of each item of Equipment shown on Exhibit 2.
7.1 is referred to herein as the "Agreed Value.") On or prior to the 10th business day following the Closing Date, personnel of Buyer and Seller jointly shall complete a physical inventory of each item of Equipment comprising Exhibit 2.7.1, including by visiting renters' locations as necessary to inspect such Equipment. The Purchase Price shall be reduced, within thirty
Equipment Adjustment. 11 2.8 Net Assets (Excluding Equipment) Adjustment............................................ 13 2.9 Cash Management After the Cut-Off Date................................................. 15
Equipment Adjustment. (a) Delivery of Preliminary Report and Closing Report.
(i) Attached ------------------------------------------------- hereto as Section 2.7(a) of the Seller Disclosure Schedule is a Preliminary Report (the "Preliminary Report") which contains information as of March 31, ------------------ 2000. The Preliminary Report sets forth, in each case as of March 31, 2000, (A) the number of the Tank Containers and Tank Chassis owned, managed and leased-in by the Business at March 31, 2000, categorized by whether they are owned, managed or leased-in by any Seller or any Subsidiary thereof (each of the foregoing categories, a "Status"), and further listed by type and year of ------ manufacture or first acceptance by such Seller or any of its Subsidiaries or, if applicable, predecessor owners into its fleet of equipment in the case of owned Tank Containers and Tank Chassis and type and year of manufacture or first acceptance by the current or, if applicable, predecessor owner into its fleet of equipment in the case of managed or leased-in Tank Containers and Tank Chassis (the applicable manufacture or acceptance year as such year is reflected in such Seller's records, "Year") and (B) the Agreed Value (as determined pursuant to Exhibit A) per ---- owned, managed or leased-in Tank Container and Tank Chassis listed by Year.A
(ii) As promptly as practicable, but in no event more than 30 Business Days after the Closing Date, Sellers shall prepare and deliver to Purchaser a report (the "Closing Report") setting forth the information that had -------------- been contained in the Preliminary Report with respect to the Tank Containers and Tank Chassis owned, managed and leased-in by Sellers and their Subsidiaries as of the Cut-Off Date. The Closing Report so delivered shall be accompanied by the data on which such Closing Report was based.
(iii) Sellers shall provide Purchaser and its counsel, accountants and other advisors full access to books, records and personnel of the Business as reasonably requested by Purchaser in order to understand and verify the accuracy of the Closing Report in accordance with the procedures of Section 2.7(c)(i). During the 15 Business Days following delivery by Sellers of the Closing Report, Purchaser shall be free to dispute any item reflected in the Closing Report. At the end of the 15-Business Day period provided by this Section 2.7(a)(iii), Purchaser and Sellers shall jointly prepare a report listing the matters in dispute by item and valuing e...
Equipment Adjustment. There was added to the Purchase Price the -------------------- market value, as determined by United and the Shareholders' Representative, of the Equipment listed on Schedule 1.3(d), which Equipment was held for sale (other than for occasional rental) by one of the Corporations or has otherwise been set aside as being obsolete (the "Surplus Equipment"). The Surplus Equipment will be sold within six months after the Closing Date and the net proceeds of such sale shall be paid to the Shareholders.
