Final Valuation. In case of disagreement, the final valuation shall be developed by the appraisers appointed in accordance with Section 6.0(e) of Exhibit H, taking into account the factors outlined above. Schedule H-2 Book Value Calculation General method for calculating book value shall be aggregation of transferable assets and transferable liabilities. An illustrative asset category list is included below for the purposes of describing the form analysis to be completed as of the valuation date. Un-audited Initial Asset Value Total $K Account Head Assets Cash & Bank Balance Receivables 236 Accrued Revenues 2,529 Loans to Employees 241 Travel Advances 265 Security Deposit / Adv. Rent 504 Project Advances — Fixed Assets (Net) 6,973 Inter Company Deposits/Loans — Investment in Countrywide by Mauritius — Inter Co Balances(cost sharing) — Other Assets 706 Total Assets 11,455 Assets At the time the Carve-Out Option is exercised under circumstances requiring payment of the book value of the Carve-Out Resources (a “book value carve out”), the parties will analyze each asset and evaluate its transferability to the Genworth Group in accordance with Exhibit H (i.e. those that are indentifiable and severable). Only such Carve-Out Resources as are actually transferred shall be included in the calculation of Book Value.
Final Valuation. In case of disagreement, the final valuation shall be developed by the appraisers appointed in accordance with Section 6.0(e) of Exhibit H, taking into account the factors outlined above. Schedule H-2
Final Valuation. For purposes of this Agreement, the term "FINAL VALUATION" shall mean $12 million less the amount, if any, that the Net Assets of the Acquired Companies as of the Closing Date are less than the Acquired Companies Net Assets as reflected on their September 30, 1999 Balance Sheet (as combined and, with regard to HDI and DMI, only taking into account the note payable to X.X. Xxxxxx, & Co.). For purposes hereof, "Net Assets" shall mean the total assets less total liabilities of the Acquired Companies in each case excluding any indebtedness of any of the Acquired Companies owed to Xxxxxxx and any liabilities incurred by Acquired Companies in connection with (i) the Humana, Inc. ("HUMANA")contract after September 30, 1999 or (ii) the $352,000 of indebtedness of the LLC payable to its employees and former employees. At Closing, OnHealth will cause the LLC to pay to Xxxxxxx up to $200,000 in full satisfaction of all outstanding notes or other evidences of indebtedness of any of the Acquired Companies to Xxxxxxx.
Final Valuation. If, on the date the DETERMINATION mentioned in Section 4.4 has become final, the SHARES OF PURCHASER STOCK (i) have been publicly traded for more than a month before said date, the SHARES OF PURCHASER STOCK shall be valued at 90% (ninety percent) of the average of the CLOSING PRICES PER SHARE for the 30 (thirty) consecutive trading days ending said date or (ii) have not been publicly traded for more than a month before said date, in which case the price of the SHARES OF PURCHASER STOCK shall be set by the PURCHASER, within one month (of the date the DETERMINATION has become final), if it were to decide that the payment of the FINAL INSTALLMENT might not be made entirely in cash, the PURCHASER shall notify the SELLERS of the allocation of such payment between cash and SHARES OF PURCHASER STOCK (subject to the SELLERS prerogative contained in Section 4.1) and shall provide the SELLERS with all of the information that a public corporation is required to make available to the public, in accordance with US Stock Market regulations; if the SELLERS are not satisfied with the price proposed by the PURCHASER, and unless the PURCHASER has received a formal valuation from an independant third party in the 3 (three) months preceding the date the DETERMINATION has become final, in which case the PURCHASER shall have the right to rely on said valuation, the SELLERS may, within a period of 2 (two) weeks (from the notification of the price of the SHARES OF PURCHASER STOCK set by the PURCHASER), request the US INDEPENDANT AUDITORS to calculate, within a 30 (thirty) day deadline, the value of the SHARES OF PURCHASER STOCK on the date the DETERMINATION has become final.
Final Valuation. The completion of the final valuation as per Section 1.2 hereof
Final Valuation. Seller and Buyer shall, within ninety-six (96) hours after the Closing Date, perform a physical count of the Inventory. To the extent that the value of the Inventory determined pursuant to such physical count (the “Inventory Value”) is less than Preliminary Inventory Amount, Seller shall promptly pay to Buyer dollar for dollar the amount by which such deficit is more than $50,000 (the “Purchase Price Adjustment”), provided, however, that to the extent that any deficit is attributable to any intentional acts of Seller that diminishes or depletes the Inventory Value, Seller shall be responsible on a dollar for dollar basis for any such deficit. For the avoidance of doubt, if any such deficit is $50,000 or less, no Purchase Price Adjustment shall be made. The Inventory shall be valued in accordance with the methods reflected or otherwise set forth in Schedule 1.5.a.
Final Valuation. The term "FINAL VALUATION" of Company shall be $5,000,000 minus that amount by which assets on the Company's Final Pro Forma Balance Sheet (as such term is defined in Section 2.1.6 below) as of the Closing are less than the sum of its total liabilities.
Final Valuation. The final valuation, after factoring in the excess debt assumed for ISI over the accounts receivable, represents a fair valuation at this time and incorporates management’s best estimates based upon information and history available. THE SOLVIS GROUP COMPANIES The Solvis (Solvis) Group consists of four entities: · Xxxxxxx Staffing - Acquired September 1, 2003 · M&M Nursing - Acquired July 1, 2004 · Pro Health - Established December 2004 · ISI, Incorporated - Acquired December 2004 List of Resigning Officers and Directors Exhibit 4 ENTITY, NUMBER OF SHARES, PERCENTAGE OWNED · Xxxxxxx Staffing d.b.a. Call Center HR · M&M Nursing · Pro Health · ISI, Incorporated
Final Valuation. (i) The term "
Final Valuation. The term "Final Valuation" of Company shall mean --------------- $108,174,482 plus an amount equal to the maximum aggregate proceeds with respect to the exercise of all Company Options that are assumed by Expedia as of the Closing minus the amount, if any, by which Company's cash as set forth on Company's Final Pro Forma Closing Balance Sheet (as defined in Section 2.1.6 hereof) is less than the following: $8.8 million minus the product of $25,000 times the number of days which elapse between January 31, 2000 and the Closing Date. In addition, the Final Valuation shall be further reduced by the amount, if any, by which current accounts receivable are less than the sum of Company's total liabilities (excluding amounts payable under Company's office lease) as of the Closing Date. For purposes of the foregoing, "current accounts receivable" shall mean those accounts receivable, which as of the Closing are fewer than sixty (60) days old, excluding any other receivables as to which Company has reason to suspect that collection is unlikely. The Final Valuation reflects an initial valuation of $115,000,000 adjusted to reflect the ownership of Expedia or Microsoft (as defined in Section 6.1.3) in Company which shall be cancelled prior to the Closing. The Final Valuation will be adjusted prior to Closing to reflect any changes to the capitalization of Company between the date hereof and the Closing.
