Net Book Value Adjustment. (a) The parties acknowledge that the amount of the Merger Consideration is based, in part, on an assumption that the Net Book Value of Empower on the Closing Date (the "Closing Net Book Value") will be approximately $0. In order to assist the parties in calculating the Closing Net Book Value, the Stockholders will prepare and deliver to Intelligroup at Closing an estimated balance sheet for Empower as of the Closing Date (the "Seller's Closing Balance Sheet") and an estimate of the Closing Net Book Value based thereon together with any work papers or other supporting documentation. The Seller's Balance Sheet shall be prepared in accordance with GAAP. For purposes of calculating the Closing Net Book Value, any unbilled time shall be included as an account receivable.
(b) Following the Closing Date, Intelligroup shall prepare a balance sheet of Empower as of the Closing Date (the "Buyer's Closing Balance Sheet"), which balance sheet shall be prepared in accordance with GAAP, and a calculation of the Closing Net Book Value. Intelligroup shall submit the Buyer's Closing Balance Sheet to Xxxxxx Xxxxxxxx LLP, its independent public accounts (the "Buyer's Accountants"), which will audit the Buyer's Closing Balance Sheet and render an opinion thereon not later than 90 days following the Closing Date. Intelligroup shall deliver a copy of the audit of the Buyer's Closing Balance Sheet to the Stockholder Representative immediately following receipt from the Buyer's Accountant. The Stockholders agree to cooperate with the Buyer's Accountants in connection with the preparation of the Buyer's Closing Balance Sheet.
(c) The Stockholder Representative shall, within 15 days following receipt of the audit report on the Buyer's Closing Balance Sheet, advise Intelligroup in writing of whether the Stockholders dispute any of the items presented therein. If the Stockholder Representative fails to so notify Intelligroup, the Buyer's Closing Balance Sheet shall be deemed final and binding on the parties as of the fifteenth day following the Stockholder Representative's receipt of the Buyer's Closing Balance Sheet. If the Stockholder Representative notifies Intelligroup of a dispute with respect to any items presented in the Buyer's Closing Balance Sheet within such 15-day period, the parties shall seek to resolve such dispute in good faith. In the event the parties are unable to resolve such dispute within 30 days following delivery of the dispute notice, such dispute shall be re...
Net Book Value Adjustment. The Purchase Price shall be reduced (the "NET BOOK VALUE ADJUSTMENT") on a dollar for dollar basis in the event that Net Book Value as computed with reference to the Closing Date Balance Sheet (as defined in SECTION 1.6(b) below) is less than the Net Book Value as computed with reference to the Company's unaudited June 30, 2001 balance sheet attached hereto as SCHEDULE 1.6(a) (the "JUNE 30 BALANCE SHEET"). For purposes hereof, "NET BOOK VALUE" shall mean total balance sheet assets (excluding deferred membership related charges and reductions in cash related to (i) Transaction expenses paid by Company and approved by Buyer and (2) any dividends paid to the holder of the Company Series A Preferred Stock) less total balance sheet liabilities (excluding deferred membership fees and related party obligations and accrued expenses relating to the Transaction), in each case as determined in accordance with GAAP, but will not include
Net Book Value Adjustment. (a) Within 90 days after the Closing Date, the Territory shall prepare and deliver to LuxCo a closing statement (the "Closing Statement"), consisting of (i) an unaudited balance sheet fairly presenting the assets and liabilities of Sub as of the Closing Date (as the same may be modified pursuant to this Section 3.2, the "Closing Date Balance Sheet") prepared in accordance with the Balance Sheet Principles (provided that, except as approved by LuxCo (such approval not to be unreasonably withheld, delayed or conditioned)
(A) the effect of any intercompany or similar write-ups or mark-ups of the book value of inventory or any other assets shall be exxxxnated to the extent such write-ups or mark-ups were not in the ordinary course
Net Book Value Adjustment. Within thirty (30) days following the Closing Date, Seller shall prepare pursuant to the Accounting Principles and deliver to Buyer a balance sheet as
Net Book Value Adjustment. The Share Exchange Consideration shall be adjusted (the "Net Book Value Adjustment") in accordance with this Section 2.6.
Net Book Value Adjustment. The Purchase Price shall be adjusted (the "Net Book Value Adjustment") in accordance with this Section 2.3.
Net Book Value Adjustment. (a) The parties acknowledge that the amount of the Merger Consideration is based, in part, on an assumption that the Net Book Value of Empower on the Closing Date (the "Closing Net Book Value") will be approximately $0. In order to assist the parties in calculating the Closing Net Book Value, the Members will prepare and deliver to Intelligroup at Closing an estimated balance sheet for Empower as of the Closing Date (the "Seller's Closing Balance Sheet") and an estimate of the Closing Net Book Value based thereon together with any work papers or other supporting documentation. The Seller's Balance Sheet shall be prepared in accordance with GAAP. For purposes of calculating the Closing Net Book Value, any unbilled time shall be included as an account receivable.
Net Book Value Adjustment. The parties hereto agree that the Estimated Purchase Price shall be adjusted in the event that the Closing Adjusted Net Book Value (as defined below) of the Company shall be either less than or more than the Estimated Purchase Price. In the event the Closing Adjusted Net Book Value shall be less than the Estimated Purchase Price, then the Estimated Purchase Price shall be reduced by the amount by which the Closing Adjusted Net Book Value shall be less than the Estimated Purchase Price. In the event the Closing Adjusted Net Book Value shall be greater than the Estimated Purchase Price, then the Estimated Purchase Price shall be increased by the amount by which the Closing Adjusted Net Book Value shall be greater than the Estimated Purchase Price.
Net Book Value Adjustment. (a) Within 90 days after the Closing Date, the Territory shall prepare and deliver to BermudaCo a closing statement (the "Closing Statement"), consisting of (i) an unaudited balance sheet fairly presenting the assets and liabilities of Sub as of the Closing Date (as the same may be modified pursuant to this Section 3.2, the "Closing Date Balance Sheet") prepared in accordance with the Balance Sheet Principles (provided that, except as approved by BermudaCo (such approval not to be unreasonably withheld, delayed or conditioned)
(A) the effect of any intercompany or similar write-ups or mark-ups of the book value of inventory or any
Net Book Value Adjustment
