Net Asset Value Adjustment. 6.1 The Completion Accounts (including the Completion Net Asset Value Statement) shall be prepared in accordance with Schedule 6.
Net Asset Value Adjustment. (a) As soon as reasonably practical following (but not more than ninety (90) days after) the Closing Date, Enterra shall prepare and deliver to Xxxxxx a statement of Assets and Assumed Liabilities as of the Closing Date (the "STATEMENT OF NET ASSETS"). The Statement of Net Assets shall be prepared using the same methods and criteria employed by the Seller in connection with the preparation of the May Balance Sheet and the example set forth in EXHIBIT 2, to the extent such methods and criteria are consistent with GAAP. In making such calculation, to the extent that there is a conflict between the methodology set forth in the example attached as EXHIBIT 2 and GAAP, then the methodology set forth in the example attached as EXHIBIT 2 shall control. All expenses incurred in connection with the preparation of the Statement of Net Assets shall be the responsibility of the Purchasers. The Statement of Net Assets shall be accompanied by Enterra's calculation based thereon of the amount by which the Assets exceed the Assumed Liabilities (the amount of such excess, the "NET ASSET VALUE", and Purchasers' calculation thereof, "PURCHASERS' CALCULATION OF NET ASSET VALUE"). Xxxxxx shall have the opportunity, but not the obligation, to participate in Enterra's preparation of the Purchasers' Calculation of Net Asset Value. Within ten (10) days following the delivery of the Purchasers' Calculation of Net Asset Value, Xxxxxx shall notify Enterra whether it agrees or disagrees with the determination of the Purchasers' Calculation of Net Asset Value, and, if Xxxxxx disagrees, Enterra and Xxxxxx shall, on a good faith basis, seek to reconcile their disagreement regarding the Purchasers' Calculation of Net Asset Value and Xxxxxx'x calculation of Net Asset Value ("XXXXXX'X CALCULATION OF NET ASSET VALUE"). The calculation of Net Asset Value agreed upon by the Purchasers and Xxxxxx shall be referred to herein as the "AGREED UPON NET ASSET VALUE". Xxxxxx and Enterra shall each have access to the other party's books, records and other information and documents supporting such other party's calculation of Net Asset Value.
Net Asset Value Adjustment. The “NAV Adjustment” (if any) shall be determined as follows:
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. If the Net Asset Value at the close of business on the Closing Date is less than $2,700,000, then the Purchase Price shall be reduced dollar-for-dollar by the amount of the deficiency. If the Net Asset Value at the close of business on the Closing Date is greater than $2,700,000, then the Purchase Price shall be increased dollar-for-dollar
Net Asset Value Adjustment. The Purchase Price shall be subject to adjustment after the Closing Date as follows:
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.
Net Asset Value Adjustment. Section 2.5 of the APA is hereby deleted and replaced in its entirety with the following language:
Net Asset Value Adjustment. The Special Purpose Statement shall be deemed final on the 31st day after delivery thereof (in case the Buyer shall not have raised objections thereto within the aforesaid 30-day period) or on the 10th day after resolution (whether by the parties or by the Independent Accountant) of any objections to the Special Purpose Statement raised by the Buyer. After the Special Purpose Statement is deemed final, an adjustment to the Purchase Price shall be made as follows:
Net Asset Value Adjustment. (a) Two Business Days prior to the Closing, Rexam PLC shall provide Purchaser with a certificate prepared in good faith of Rexam PLC's estimate of the Net Asset Value of the Subject Companies (the "Estimated Net Asset Value") as of the Closing. Net Asset Value calculations shall be prepared in accordance with the Net Asset Value Calculation Schedule attached hereto as Schedule 1.5(a). For purposes of calculating the Estimated Net Asset Value, the parties hereby agree that Rexam PLC shall use the Exchange Rate in effect as of two Business Days prior to the Closing.
