Estimated Net Asset Value. Prior to the date hereof, the Company has prepared and delivered to Parent the Company Estimated Balance Sheet and an estimated statement, based on the Company Estimated Balance Sheet, setting forth the Company’s calculation of the estimated Net Asset Value of the Company as of the Net Asset Value Calculation Time (the “Estimated Net Asset Value”) and the estimated Accounts Receivable Amount of the Company as of the Net Asset Value Calculation Time (the “Estimated Accounts Receivable Amount”), each calculated in accordance with GAAP and, to the extent consistent with GAAP, the accounting methods, policies, practices, procedures or classifications historically used by the Company (the “Accounting Principles”) and set forth on Exhibit C.
Estimated Net Asset Value. Prior to the date hereof, Sellers and Purchaser jointly prepared a calculation of the Estimated Net Asset Value by adjusting the unaudited, consolidated balance sheet of Shareholder as of February 29, 2008 that was provided to Purchaser by Sellers (the “February 2008 Balance Sheet”) to (A) reflect the increase to the goodwill of the Business resulting from the acquisition of substantially all of the assets of Pest Management of Richmond, Inc., (B) remove reserves for claims and litigation that are to be retained by Sellers as contemplated by Section 2.3(b) above, (C) fully accrue, to the extent not already accrued, all amounts owed with respect to the Assumed Liabilities for the obligations to make outstanding payments, including contingent payments, pursuant to Contracts involving the purchase by any Seller of all or substantially all of the assets or capital stock of any other Person, (D) reflect substantive adjustments that have arisen as of the date hereof from the preparation of the Audited Financial Statements as contemplated by Section 6.4 (except no such adjustment shall be made with respect to recognition of termite renewal revenue), (E) reflect the historical fiscal year-end practices of Sellers, (F) remove accounts receivable that are to be retained by Sellers as contemplated by Section 2.2(n) above and (G) reflect the other substantive adjustments that were agreed to by the Parties prior to the date hereof (as adjusted, the “Pre-Closing Calculation”). The Pre-Closing Calculation is attached as Exhibit 3.2(a). Sellers represent and warrant that the February 2008 Balance Sheet was prepared from the books and records of Sellers in accordance with GAAP (subject to the absence of footnotes thereto and any other exceptions set forth in Schedule 4.7), applied consistently with the Balance Sheet. “Estimated Net Asset Value” means the estimated Net Asset Value of Sellers, as shown in the Pre-Closing Calculation, which the Parties agree to be $92,000,000.
Estimated Net Asset Value. The Sellers have prepared and delivered to Parent prior to the date hereof (i) a preliminary, unaudited balance sheet of the Company as of the Closing Date, a copy of which is attached hereto as Exhibit B-1 (the “Company Estimated Closing Balance Sheet”) and (ii) a preliminary, unaudited balance sheet of the Subsidiary as of the Closing Date, a copy of which is attached hereto as Exhibit B-2 (the “Subsidiary Estimated Closing Balance Sheet”). The Company Estimated Closing Balance Sheet reflects the Sellers’ reasonable estimate of the Company’s Net Asset Value (the “Company Estimated Net Asset Value”) as of the Closing Date and the Subsidiary Estimated Closing Balance Sheet reflects the Sellers’ reasonable estimate of the Subsidiary’s Net Asset Value (the “Subsidiary Estimated Net Asset Value” and when added to the Company Estimated Net Asset Value, the “Total Estimated Net Asset Value”) as of the Closing Date. The Company Estimated Closing Balance Sheet and the Subsidiary Estimated Closing Balance Sheet have been prepared in good faith from the books and records of the Company and on a basis consistent with the basis on which the Company Financial Statements and the Subsidiary Financial Statements, respectively, were prepared. The calculation of the Company’s Net Asset Value has been prepared and presented in accordance with the definitions and principles set forth on Exhibit C-1 attached hereto and the calculation of the Subsidiary’s Net Asset Value has been prepared and presented in accordance with the definitions and principles set forth on Exhibit C-2 attached hereto.
Estimated Net Asset Value. Not less than five (5) days prior to the Closing, Sellers shall deliver to Purchasers their good faith estimate of the Net Asset Value as of the Closing Date determined in accordance with GAAP (the "Estimated Net Asset Value").
