Net Asset Adjustment. (a) For purposes hereof:
Net Asset Adjustment. (a) At least three (3) days prior to the Closing, Sellers shall prepare, or cause to be prepared, and deliver to Purchaser the Closing Balance Sheet. The Purchase Price shall be (i) decreased by the amount that the Net Assets in such updated Projected Closing Balance Sheet is less than the Net Assets set forth on the Company’s balance sheet as of December 31, 2006 or (ii) increased by the amount that the Net Assets in such updated Projected Closing Balance Sheet exceeds the Net Assets set forth on the Company’s balance sheet as of December 31, 2006 (the “Closing Adjustment Amount”) provided, however, that any such negative adjustment shall only be made to the extent such amount exceeds Three Hundred Thousand U.S. Dollars (US$300,000), in which case the amount of the negative adjustment would be only the amount in excess of Three Hundred Thousand U.S. Dollars (US$300,000).
Net Asset Adjustment. In calculating the amount of any Loss for which Purchaser or Parent is entitled to indemnification hereunder, the amount of any reserve or other negative provision reflected in the Closing Net Asset Statement related to such Loss shall be deducted.
Net Asset Adjustment. (a) A&S, in consultation with Parent and the Company, shall prepare and deliver to Parent within 15 days prior to the Closing Date and no later than July 31, 1999, a balance sheet ("Interim Balance Sheet") of A&S as of June 30, 1999 ("Cut-Off Date"), together with a calculation of the amount of any adjustment determined under Section 3.2(b) (the "Adjustment Calculation"). A&S shall prepare the Interim Balance Sheet in accordance with generally accepted accounting principles applied on a consistent basis with the accounting principles applied by A&S in preparation of its year-end 1998 financial statements. Representatives of Parent's accountants shall be entitled to review, following execution of mutually agreed upon confidentiality agreements, the work papers, schedules, memoranda and other documents used in the preparation by A&S of the Interim Balance Sheet and the Adjustment Calculation.
Net Asset Adjustment. (a) Within 60 days after the Closing Date, Lydall shall prepare and deliver to Affinity an itemized statement (the "Closing Date Statement") setting forth the acquired Net Assets (as defined in Section 5.05(d)(iii)) as of the Closing Date ("Closing Date Net Assets") and all relevant data and calculations supporting such statement. The Closing Date Statement shall also set forth a calculation of the amount by which Closing Date Net Assets exceeds or is less than $4,765,516 ("Asset Adjustment"). Within 120 days of the Closing Date, Affinity shall complete its examination of the Closing Date Statement and shall deliver to Lydall either a written acknowledgment accepting the Closing Date Statement and the Asset Adjustment or a written report ("Adjustment Report") setting forth in detail any proposed adjustments to the Closing Date Statement and the Asset Adjustment and the reasons and supporting data therefor. In the event that Affinity fails to deliver such acknowledgment or Adjustment Report within such one hundred twenty (120) day period, the Closing Date Statement (and each of the Closing Date Net Assets and the Asset Adjustment set forth thereon) delivered by Lydall shall be deemed to be correct and to have been finally determined under Section 5.05 (c) below;
Net Asset Adjustment. The Purchase Price shall be increased or decreased as provided in this section. The "Net Asset Adjustment" shall be equal to the difference between (A) the Net Assets of Xxxxx Industries (as defined below) as of June 30, 1996 (the "Base Net Assets") which the parties agree is Fifty-Eight Million Four Hundred Forty-Seven Thousand Three Dollars $58,447,003, as computed and set forth on Schedule 2.1(ii), and (B) the Net Assets of Xxxxx Industries as of the Effective Date (the "Closing Date Net Assets"). If the Closing Date Net Assets are greater than the Base Net Assets, then the Purchase Price shall be increased by the difference. If the Base Net Assets are greater than the Closing Date Net Assets, then the Purchase Price will be decreased by the difference. Notwithstanding anything contained herein to the contrary, in no event shall the Net Asset Adjustment made pursuant to this Section 2.1(ii), whether resulting in an increase or a decrease in the Purchase Price, exceed Twenty-Five Million Dollars ($25,000,000.00). For the purpose of this computation, the "Net Assets of Xxxxx Industries" equals (i) the sum of the assets of Xxxxx Industries categorized and detailed on the Balance Sheet as cash and cash equivalents, accounts receivable net, including Due from Xxxxx Worldwide (operating expenses) inventories net (including inventories acquired with the proceeds of drawn letters of credit, whether or not received and in the physical possession of Xxxxx Industries), prepaid expenses/other current assets, income tax (payable) receivable-state, property, plant and equipment net of accumulated depreciation, cash surrender value of life insurance, patents and trademarks, net, but specifically does not include the assets of Xxxxx Industries categorized and detailed as Deferred tax assets, receivable from affiliates, organization costs and goodwill, less (ii) the sum of liabilities of Xxxxx Industries categorized and detailed on the Balance Sheet as accounts payable, capital leases payable, accrued liabilities, accrued property and other taxes and other long term liabilities, but specifically does not include the liabilities of Xxxxx Industries categorized and detailed as Note Payable-Marine Midland, amounts due affiliates, Asco Letters of Credit - in transit and discounted, accrued interest, income taxes payable (receivable, apart from state taxes) current and long term debts due affiliates, liabilities under employment contracts payments in respect whereof are requ...
Net Asset Adjustment. (i) Buyer's advisors have prepared from the CR books and records furnished by Seller, and Seller has approved, a Pro Forma Statement of Closing Net Assets (with 000s omitted) ("Pro Forma Statement) as if the Closing had taken place on December 29, 2001, as set forth in Exhibit H attached hereto. Such Pro Forma Statement shows "Pro Forma closing net assets" under the column marked "Adjusted Book Value" of approximately $7,900,000 after the adjustments are made to each of the line items as set forth in such Pro Forma Statement, provided, however, that liabilities shall not include any sums owed to Seller's employees with respect to vacation, sick pay or paid time off accruals. The Adjusted Book Value of those categories of Acquired Assets, as of the Closing Date, for which there are entries set forth in the column of the Pro Forma Statement marked "Adjusted Book Value" minus the Assumed Liabilities in the same column ("Closing Net Value"), shall be not less than $7,900,000. Such determination will follow the accounting principles, policies and estimates used in determining the Pro Forma Statement, as set forth on Exhibit H hereto.
Net Asset Adjustment. (i) The "Net Asset -------------------- Adjustment" means the amount equal to (A) the book value of the Current Assets (as hereinafter defined) of Seller on the Closing Date (the "Closing Value"), minus (B) Four Million Five Hundred Thirty Three Thousand Ninety Three Dollars ($4,533,093), which is the value of the Current Assets as of October 1, 2005. < 3
Net Asset Adjustment. (a) As soon as reasonably practicable -------------------- following the Closing Date, and in any event within ninety (90) calendar days thereof, the Company shall prepare and deliver to the Seller (i) a balance sheet of the Company as of the Closing (the "Closing Balance Sheet"), and (ii) a --------------------- calculation of Closing Date Net Assets of the
Net Asset Adjustment. The Purchase Price shall be subject to -------------------- adjustment after the Closing Date as follows:
