Net Asset Value Adjustment Sample Clauses

Net Asset Value Adjustment. The “NAV Adjustment” (if any) shall be determined as follows: (i) The Purchaser and the Sellers agree that the amount of Tranche 1 Consideration payable at Closing has been calculated by applying to the sum of $15,000,000 the Initial NAV Adjustment; being the Net Asset Value as shown in the Closing Balance Sheet less the Target Net Asset Value. The Parties agree that if the Initial NAV Adjustment were greater than zero, then the Initial NAV Adjustment would be deemed to equal zero. (ii) Within seventy-five (75) days of the Closing, the Purchaser shall use its reasonable commercial endeavors to procure that the Company’s auditors prepare the Purchaser Closing Balance Sheet and the Purchaser shall forward the Purchaser Closing Balance Sheet (including, where possible, actual numbers rather than accruals) to the Management Sellers Representative for approval for the purposes of a revision of the NAV Adjustment (a “True Up”) to be determined as follows. For the avoidance of doubt, if the Actual Net Asset Value is exactly [-$2,221,577] (being the Closing Net Asset Value), then no further payment shall be made by either party in relation to the True-Up. (iii) If the Actual Net Asset value is below (worse than) [-$2,221,577], then the amount by which it is less than [-$2,221,577] (the “True Up Shortfall”) will be paid to the Purchaser in relation to the True-Up as follows: To the extent that such True Up Shortfall is equal to or less than $100,000 it shall be paid by the Sellers to the Purchaser in the proportions set out in Column 5 of Schedule 1 within five (5) Business Days of the True Up Shortfall being finally determined (whether by approval or deemed approval by the Management Sellers Representative or determination by the Expert) and to the extent such True Up Shortfall is greater than $100,000 or in the event that any Management Seller fails to so pay any True Up Shortfall payable hereunder within five (5) Business Days, then such excess or unpaid True Up Shortfall (as the case may be) shall be deducted from any unpaid Installment. (iv) If the Actual Net Asset value is above (better than) [-$2,221,577], then the amount by which it is greater than [-$2,221,577] (the “True Up Excess”) will be paid to the Sellers in relation to the True-Up as follows: To the extent that such True Up Excess is equal to or less than $100,000 it shall be paid by the Purchaser to the Sellers who shall be entitled to it in the proportions set out in Column 5 of Schedule 1 within ...

Net Asset Value Adjustment. (i) No later than ten (10) business days after the Closing, the Seller shall deliver to the Buyer an unaudited statement of the Closing Date Net Asset Value which will be in the same format as Exhibit C hereto, including with respect to exhibits and schedules (the “Closing Date Net Asset Value Statement”), together with (A) a certificate of an authorized officer of the Seller stating that the Closing Date Net Asset Value Statement was prepared in accordance with Seller’s Past Practice and (B) an updated Schedule 2 (listing of Assumed Purchase Orders) which updated Schedule 2 will be in the same format as Schedule 2 attached hereto and will reflect the open purchase orders related to the Business as of 11:59 p.m., New York City time on the Closing Date. The Buyer shall notify the Seller, in writing, within ten (10) business days of Seller’s delivery of the Closing Date Net Asset Value Statement whether it agrees or disagrees with the Closing Date Net Asset Value as shown on the Closing Date Net Asset Value Statement. If the Buyer agrees with the Closing Date Net Asset Value Statement, then the Closing Date Net Asset Value shall be deemed to be the Final Closing Date Net Asset Value (as defined below) and, subject to the provisions of the last sentence of Section 2(g)(v), below, the relevant Party shall make the payment, if any, required of it pursuant to such Section 2(g)(v). (ii) If the Buyer disagrees with the Closing Date Net Asset Value as shown on the Closing Date Net Asset Value Statement, then as soon as practicable following the Closing Date (but not later than 30 days after the date upon which Seller delivers the Closing Date Net Asset Value Statement), the Buyer shall prepare and deliver to the Seller, its own statement of the Net Asset Value as of 11:59 p.m., New York City time, on the Closing Date (the “Buyer Closing Date Net Asset Value Statement” and the Closing Date Net Asset Value as reflected on the Buyer Closing Date Net Asset Value Statement being referred to herein as the “Buyer Determined Closing Date Net Asset Value”), which Buyer Closing Date Net Asset Value Statement shall have been have reviewed and approved, in writing, by a nationally recognized accounting or inventory valuation firm reasonably acceptable to Seller, as fairly presenting the Closing Date Net Asset Value. In preparing the Buyer Closing Date Net Asset Value Statement, the Buyer shall be entitled to have access to the books and records of the Seller and the work paper...

Net Asset Value Adjustment. 6.1 The Completion Accounts (including the Completion Net Asset Value Statement) shall be prepared in accordance with Schedule 6. 6.2 On the agreement or determination of the Completion Accounts (including the Completion Net Asset Value Statement) and the Completion Net Asset Value in accordance with Schedule 6 - (a) in the event that the Completion Net Asset Value is an amount equal to or greater than US$7,501, the Buyer shall account to the Sellers on a US dollar for US dollar basis for the amount by which the Completion Net Asset Value exceeds US$7,501 (the ‘Completion Net Asset Value Excess’); and (b) in the event that the Completion Net Asset Value is an amount equal to or is a negative amount greater than minus US$7,501, the Sellers shall account to the Buyer on a US dollar for US dollar basis for the amount by which the Completion Net Asset Value is greater than minus US$7,501 (the ‘Completion Net Asset Value Shortfall’); and (c) in the event that the Completion Net Asset Value is an amount between minus US$7,500 and US$7,500 (both numbers inclusive), neither party shall be required to make any payment to the other, (in each a case a ‘Net Asset Adjustment’). 6.3 A Net Asset Adjustment shall be satisfied as soon as practicable following the Consideration Date as follows - (a) to the extent that there is a Completion Net Asset Value Excess and - (i) the Consideration Shares are quoted on any stock exchange or quotation system, the Completion Net Asset Excess shall be satisfied at the Buyer’s sole election by EITHER; (A) the issue by the Buyer of such number of further Consideration Shares as is equal to the Completion Net Asset Value Excess calculated in accordance with clause 6.4; OR (B) a payment in cash by the Buyer of an amount equal to the Completion Net Asset Value Excess by same day electronic transfer funds for value to such account(s) as the Sellers may nominate on giving not less than 5 Business Days’ written notice to the Buyer and the issue of such further Consideration Shares by the Buyer or the payment to such account(s) shall constitute a good discharge to the Buyer of its obligation to pay the Completion Net Access Excess; or (ii) the Consideration Shares are not quoted on any stock exchange or quotation system, the Completion Net Asset Excess shall be satisfied at the Buyer’s sole election by EITHER: (A) the issue by the Buyer of such number of further Consideration Shares as is equal to the Completion Net Asset Value Excess calculate...

Net Asset Value Adjustment. The purchase price shall be increased by the amount, if any, by which the Net Asset Value as of the closing date exceeds $33,000,000 or reduced by the amount, if any, by which $33,000,000 exceeds the Net Asset Value as of the closing date. Net Asset Value means the amount by which the aggregate book value of the assets of the TWRS Group exceeds the aggregate book value of liabilities of the TWRS Group, determined on a consolidated basis in accordance with GAAP consistently applied, subject to certain specified adjustments. Deloitte & Touche shall resolve any dispute regarding the Net Asset Value as of the closing date. The purchase price adjustment shall be paid within 5 business days of its determination.

Net Asset Value Adjustment. (a) The Sellers shall deliver to the Buyer a statement setting forth the Sellers’ good faith estimate of the Net Asset Value of the Company as of 12:01 a.m. on the Closing Date (the “Estimated Net Asset Value”) (as illustrated on Schedule 1.1(a) hereto), which statement shall be prepared in accordance with GAAP applied on a consistent basis with the Company’s pre-Closing methodologies used in preparation of monthly unaudited balance sheets, together with reasonably detailed supporting documentation for such calculation. (b) If the Estimated Net Asset Value is: (1) Greater than $750,000 (the “Target Net Asset Value”), the Closing Purchase Price shall be increased by a dollar amount equal to the difference between the Estimated Net Asset Value and the Target Net Asset Value; or (2) Less than the Target Net Asset Value, the Closing Purchase Price shall be decreased by a dollar amount equal to the difference between the Target Net Asset Value and the Estimated Net Asset Value. (c) As promptly as practicable after the Closing (but no later than sixty (60) days after the Closing Date), the Sellers shall deliver to the Buyer a statement setting forth the Sellers’ good faith calculation of the Net Asset Value of the Company as of the Closing Date (the “Closing Net Asset Value”). Such calculation shall be based upon an unaudited balance sheet prepared in accordance with GAAP (except for the exceptions to GAAP as set forth on Schedule 2.4(c)), applied on a consistent basis with the Company’s pre-Closing methodologies in the preparation of monthly unaudited balance sheets (as illustrated on Schedule 1.1(a) hereto). If the Buyer disagrees with the Sellers’ calculation of the Closing Net Asset Value delivered pursuant to this Section 2.4(c), the Buyer may, within twenty (20) days after receipt of the statement containing the Closing Net Asset Value, deliver a notice to the Sellers disagreeing with such calculation and setting forth the Buyer’s calculation of such amount. Any such notice of disagreement shall specify in reasonable detail those items or amounts as to which the Buyer disagrees. If a notice of disagreement shall be duly delivered pursuant to this Section 2.4(c), the Sellers and the Buyer shall, during the twenty (20) days after such delivery, use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of the Closing Net Asset Value, which amount shall not be more than t...

Net Asset Value Adjustment. (a) As promptly as possible, but in any event within 90 days after the Closing Date, Buyer will deliver to the Sellers a consolidated balance sheet of the Acquired Company as of the Closing Date, prepared applying principles consistent with the Company’s Interim Balance Sheet (defined below) and a reasonably detailed statement (the "Closing Statement") setting forth Buyer's calculation the Net Asset Value Adjustment as of the Closing Date. After delivery of the Closing Statement, the Sellers and their accountants shall be permitted reasonable access to review the Company's books and records and work papers related to the preparation of the Closing Statement. The Sellers and their accountants may make inquiries of Buyer, the Company and their respective accountants and employees regarding questions concerning or disagreements with the Closing Statement arising in the course of their review thereof, and Buyer shall use its, and shall cause the Company to use its, commercially reasonable efforts to cause any such accountants and employees to cooperate with and respond to such inquiries. If the Sellers have any objections to the Closing Statement, the Sellers shall deliver to Buyer a statement setting forth their objections thereto (an "Objections Statement"). If an Objections Statement is not delivered to Buyer within 30 days after delivery of the Closing Statement, the Closing Statement shall be final, binding and non-appealable by the parties hereto. The Sellers and Buyer shall negotiate in good faith to resolve any objections set forth in the Objections Statement (and all such discussions related thereto shall, unless otherwise agreed by Buyer and the Sellers, be governed by Rule 408 of the Federal Rules of Evidence (and any applicable similar state rule)), but if they do not reach a final resolution within 15 days after the delivery of the Objections Statement, the Sellers and Buyer shall submit such dispute to an independent auditor with a national reputation that is mutually agreeable to Buyer and the Sellers (the "Independent Auditor"). The Sellers and Buyer shall use their commercially reasonable efforts to cause the Independent Auditor to resolve all such disagreements as soon as practicable. The resolution of the dispute by the Independent Auditor shall be final, binding and non-appealable on the parties hereto. The Closing Statement shall be modified if necessary to reflect such determination. The fees and expenses of the Independent Auditor shall ...

Net Asset Value Adjustment. (a) In the event the net asset value of the Company and Subsidiary, on a consolidated basis (the "Closing Net Asset Value") at and as of the close of business on January 31, 2000, is less than $3,126,000 (after taking into account the cost of the financial audit as provided in paragraph (d) below) (the "Base Net Asset Value"), as shown on the Closing Balance Sheet referred to in paragraph (c) below and prepared in accordance with paragraphs (c) and (d) below, the Cash Portion shall be reduced dollar for dollar by the amount by which the Base Net Asset Value exceeds the Closing Net Asset Value. In the event the Closing Net Asset Value exceeds the Base Net Asset Value, the Cash Portion to be paid to Stockholders at the Closing shall be increased dollar for dollar by the amount by which the Closing Net Asset Value exceeds the Base Net Asset Value. A preliminary adjustment shall be made as provided in paragraph (b) below at the Closing. (b) The Company shall deliver to Buyer at the Closing a balance sheet of the Company and Subsidiary, on a consolidated basis, together with a calculation of the Closing Net Asset Value for the period ended November 30, 1999 (the "Preliminary Closing Net Asset Value") and the preliminary adjustment, if any, of the Cash Portion to be paid to Stockholders at the Closing pursuant to paragraph (a) above. If the Preliminary Closing Net Asset Value determined pursuant to the foregoing exceeds the Base Net Asset Value, Buyer shall pay to Stockholders at the Closing the amount of such excess pro rata based on the Cash Portion each Stockholder is entitled to receive as set forth on EXHIBIT A hereto or, if the Preliminary Closing Net Asset Value is less than the Base Net Asset Value, Buyer shall pay to Stockholders at the Closing the Cash Portion less the amount of such deficiency pro rata based on the Cash Portion each Stockholder is entitled to receive as set forth on EXHIBIT A hereto. (c) On or before February 29, 2000, Buyer shall prepare and deliver to Stockholders a balance sheet (the "Closing Balance Sheet") of the Company and Subsidiary, on a consolidated basis, together with a calculation of the Closing Net Asset Value at and as of the close of business on January 31, 2000 (the "Final Closing Net Asset Value"). If the Stockholders do not object to the Final Closing Net Asset Value on or before 12:00 p.m. EDT on March 15, 2000, the Stockholders shall be deemed to have accepted Buyer's determination of the Final Closing Net Asset V...

Net Asset Value Adjustment. On the fifth business day following the final determination of the Final Closing Balance Sheet (as defined in Section 3.5) (such date being hereinafter referred to as the "SETTLEMENT DATE"), the Purchase Price shall be reduced by the amount, if any, by which Seller's Net Asset Value (as calculated below), as reflected on the Final Closing Balance Sheet, is less than Four Hundred Fifty Thousand Dollars ($450,000).

Net Asset Value Adjustment. The Purchased Assets Purchase Price shall be increased or decreased, as the case may be, by an aggregate amount equal to the Net Asset Value Adjustment.

Net Asset Value Adjustment. If the Net Asset Value Adjustment is positive, then the Purchased Assets Purchase Price shall be increased by the amount of the Net Asset Value Adjustment. If the Net Asset Value Adjustment is negative, then the Purchased Assets Purchase Price shall be decreased by the amount of the Net Asset Value Adjustment.