Net Assets Adjustment. (a) The purchase price for the Assets has been predicated on $4,500,000 of Net Assets as reflected on the Statement of Net Assets included as Schedule 1.1(a) hereto, updated to the Closing Date. Net Assets are defined as the net book value of the Assets and Assumed Liabilities as determined in accordance with Generally Accepted Accounting Principles (GAAP) and applied on a consistent basis. As of the Closing Date, Seller shall perform a full closing of its books to derive a balance sheet of Seller and a Statement of Net Assets in the form of Schedule 1.1(a). The amount of Net Assets shown on such Closing Date Statement of Net Assets shall be the "Closing Date Net Assets." As soon as practicable but no later than thirty (30) days after the Closing, Seller shall deliver to the Buyer or, at the request of Buyer, to Buyer and Xxxxxx Xxxxxxxx LLP, such Statement of Net Assets and balance sheet, and Seller shall make available to Buyer and Xxxxxx Xxxxxxxx LLP such books and records relating to said financial statements as they may request. Xxxxxx Xxxxxxxx LLP shall audit said balance sheet of Seller as of the Closing Date and the Statement of Net Assets as of the Closing Date. Buyer shall use its best efforts to cause Xxxxxx Xxxxxxxx LLP to complete such audit and to calculate and provide the Seller with a report, which may be in draft form, on the amount of any adjustments to the Closing Date Net Assets (the "Report") within sixty (60) days following receipt of the Closing Date balance sheet and Statement of Net Assets from Seller. To the extent the Closing Date Net Assets is greater or less than $4,500,000.00, such difference will result in a dollar for dollar increase or decrease, respectively, in the Purchase Price (the "Closing Adjustment"). If the Closing Adjustment is $500,000.00 or less, then it will either be paid in conjunction with the release of the Holdback payment (in the case of a increase in the Purchase Price) or will be deducted from the Holdback (in the case of a decrease in the Purchase Price) one hundred eighty (180) days following the Closing, or such later date on which the parties reach agreement on the Closing Adjustment. If the Closing Adjustment is greater than $500,000.00, then the Closing Adjustment will be paid in cash by the Buyer (in the case of an increase in the Purchase Price) or the Seller (in the case of a decrease in the Purchase Price) within ten (10) days from the date on which the parties reach agreement on the Closing Ad...
Net Assets Adjustment. (a) As used herein, (i) the term “Net Assets” means the amount determined by subtracting the “Current Liabilities” from the “Current Assets,” and (ii) the term “Base Net Assets” means One Million Five Hundred Fourteen Thousand Nine Hundred Thirteen Dollars ($1,514,913).
Net Assets Adjustment. (a) If the value of the combined total assets minus the total liabilities of the Company and the Branded Subsidiary on the Closing Date, as calculated in the manner set forth on Schedule 2.3 ("CLOSING DATE NET ASSET VALUE"), is less than $41,900,000, then Foods shall pay to the Surviving Corporation an amount equal to such shortfall in the manner as provided on Schedule 2.3.
(b) If the Closing Date Net Asset Value is more than $41,900,000, then the Surviving Corporation shall pay to Foods an amount equal to such excess in the manner as provided on Schedule 2.3.
(c) Schedule 2.3 sets forth (i) the manner in which the Closing Date Net Asset Value shall be calculated and (ii) the manner in which any payment required by Sections 2.3(a) or 2.3(b) shall be made. The payments made under this Section 2.3 shall not be deemed to be an adjustment of the consideration paid for the Company Common Stock. A-5 6 ARTICLE III REPRESENTATIONS AND WARRANTIES SECTION
Net Assets Adjustment. The Purchase Price shall be increased by the amount by which Final Net Assets exceeds 9/30 Net Assets, as finally determined pursuant to this Section 2.4, and the Purchase Price shall be decreased by the amount by which Final Net Assets is less than 9/30 Net Assets, as finally determined pursuant to this Section 2.4.
Net Assets Adjustment. (1) The Purchase Price has been determined on the basis that 1043497, Tri-Ad, C&W and Flex-Art together will have Net Assets of not less than $5,943,833 (the “Estimated Net Assets”) at the Effective Time. The preceding sentence notwithstanding, Estimated Net Assets will be increased by the amount of any accruals for incentive compensation payable to Janko.
(2) Within 60 days after the Closing Date, the Vendors will prepare and deliver to the Purchaser an unaudited statement setting out (by separate line-item) the Net Assets for 1043497, Tri-Ad, C&W and Flex-Art as at the Effective Time (the “Net Assets Statement”) with the assets and liabilities included therein valued in accordance with generally accepted accounting principles. Inventories will be confirmed as at the close of business on the Closing Date by a physical stock-taking supervised jointly by representatives of the Vendors and representatives of the Purchaser. If requested by the Purchaser, the Vendors will permit the Purchaser and its auditors or other representatives to review the working papers and other documentation used or prepared in connection with the preparation of, or which otherwise form the basis of, the Net Assets Statement. Purchaser will provide to the Vendors, or allow the Vendors access to, the documentation and materials reasonably necessary or desirable to prepare the Net Assets Statement as soon as reasonably practicably upon request of the Vendors.
(3) If the Purchaser gives written notice to the Vendors that it disputes the Net Assets Statement within 30 days after the Net Assets Statement is given to the Purchaser and the parties cannot reach agreement on the Net Assets Statement within 30 days after such notice of dispute is given, the dispute will be referred for determination by arbitration to a senior audit partner at the Toronto office of an auditor reasonably acceptable to all parties chosen by the managing partner of such office. The determination by such arbitrator will be made within 20 Business Days of such referral and will be final and binding on both parties. The costs of the arbitrator will be borne by the party losing the majority of the amount at issue in the arbitration.
(4) If the Net Assets as determined by the parties or the arbitrator, as the case may be, exceeds the Estimated Net Assets, the Purchaser will pay the amount of the difference to the Vendors by wire transfer of immediately available funds to an account specified by the Vendors within five...
Net Assets Adjustment. The Merger Consideration shall be subject to adjustment on a dollar for dollar basis as set forth in this Section 2.1(c).
Net Assets Adjustment. The Purchase Price shall be subject to adjustment based upon Seller's net assets as of the Effective Date, as follows:
Net Assets Adjustment. 13 ARTICLE 5. Repayment of the Intercompany Debt..................................................................... 14 5.1
Net Assets Adjustment. (a) As used herein, (i) the term “Net Assets” means the amount determined by subtracting the liabilities of the Company from the assets of the Company (and excluding from such calculation any deferred Tax assets or liabilities reflecting temporary differences between book and Tax income) and (ii) the term “Base Net Assets” means, he Net Assets of the Company as of July 31, 2010, which was Sixteen Million Seven Thousand Fifteen Dollars ($16,007,015).
Net Assets Adjustment. In the event that the Net Assets as of the Effective Time varies from the Targeted Net Asset Amount (as such terms are defined in Section 9.1), the Purchase Price shall be adjusted upwards or downwards to the extent that the net impact of such variance exceeds $1,000,000. The procedure for determining whether an adjustment shall be made pursuant to this Section 1.5 is set forth in Appendix A.
