Net Equity Adjustment Sample Clauses
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Net Equity Adjustment. (a) At or prior to Closing, Seller shall prepare and deliver to the Company a balance sheet with respect to the Property and the Existing Venture (the "PRELIMINARY PRORATION DATE BALANCE SHEET") prepared as of the last day of the month prior to the Closing Date, or, if the data as of such date are unavailable, the last day of the second month prior to the Closing Date. No later than one hundred twenty (120) days after the Closing Date, the Company shall cause to be prepared and delivered to Seller an unaudited balance sheet with respect to the Property and the Existing Venture as of the Proration Date (the "PRORATION DATE BALANCE SHEET" and, together with the Preliminary Proration Date Balance Sheet, the "CLOSING BALANCE SHEETS"), showing Closing Net Equity. The Closing Balance Sheets shall be prepared on an accrual basis in accordance with GAAP applied in a manner consistent with that utilized in the preparation of the financial statements for General Growth Properties, Inc. without regard to any special provisions relating to its REIT status, provided however, that the following rules shall be employed:
(i) the following assets shall be excluded or eliminated: deferred rent receivables; deferred financing, leasing and other costs; tenant lease incentives; prepaid expenses to the extent the full amount thereof could not reasonably be expected to inure to the benefit of the Existing Venture (including but not limited to prepaid insurance premiums);
(ii) no amount shall be recorded under the classification "Building & Improvements", "Fixtures & Equipment", "Tenant Improvements" and "Land";
(iii) net carrying amounts for or in respect of the following shall be eliminated, with such elimination to be done, in each case net of accumulated amortization and depreciation, allowances for bad debts and other contra accounts: building and improvements, fixtures and equipment, land, capitalized taxes, tangible personal property and goodwill;
(iv) the following assets shall be included (and shall be deemed to be part of the assets of the Existing Venture and transferred to the Company): all cash in the Existing Venture;
(v) the following liabilities shall be excluded or eliminated: Retained Debt, deferred revenues and income tax accounts;
(vi) at Seller's election, a liability may be excluded to the extent that it is a Seller's Liability and any reserves or other assets relating to such excluded liability shall be excluded or distributed to Seller;
(vii) there shall b...
Net Equity Adjustment. (a) If the Net Equity of the Company immediately prior to the Effective Time is less than $3,300,000 or greater than $3,300,000, the number of shares of OYO Common Stock issuable in the Merger shall be adjusted as follows to give effect to such decrease or increase. To the extent the Net Equity of the Company is less than $3,300,000, the aggregate number of shares of OYO Common Stock to be received by Cole shall be decreased by an amount equal to such deficiency, up to ▇ ▇▇ximum of $495,000 (the "DEFICIENCY") divided by $17.625. To the extent Net Equity of the Company is greater than $3,300,000, OYO shall pay Cole an amount in cash equal to such excess, up to a maximum of $495,▇▇▇ (the "EXCESS"). No fractional shares will be issued and all issuances shall be rounded up to the nearest whole share. The Net Equity of the Company shall be based upon the consolidated balance sheet of Company as of the opening of business on February 2, 1998 (the "EFFECTIVE DATE BALANCE SHEET"), prepared in accordance with this Section.
(b) Within 30 days of the Effective Date, or as promptly as practicable thereafter, OYO and the Company shall cause to be prepared and delivered to Cole the Effective Date Balance Sheet. The Effective Date Balance She▇▇ ▇hall be prepared in accordance with generally accepted accounting principles. OYO shall provide Cole with access to copies of all work papers and other relevant docu▇▇▇▇s to verify the entries contained in the Effective Date Balance Sheet. Cole shall have a period of 30 calendar days after delivery of the Ef▇▇▇▇ive Date Balance Sheet to review it and to make any objections in writing to OYO. If written objections to the Effective Date Balance Sheet are delivered by Cole to OYO within such 30 day period, then OYO and Cole shall attemp▇ ▇▇ resolve the matter or matters in dispute. If no ▇▇▇tten objections are made by Cole within the time period provided above, the Effective Date Balanc▇ ▇▇eet shall be deemed accepted by Cole and shall be final and binding.
(c) If disputes wit▇ ▇▇spect to the Effective Date Balance Sheet cannot be resolved by OYO and Cole within 15 calendar days after the delivery of the objections to ▇▇▇ Effective Date Balance Sheet, then the specific matters in dispute shall be submitted to Coopers & Lybrand L.L.P. or such other independent accounting firm as may be ap▇▇▇▇▇▇ by OYO and Cole, which firm shall render its opinion as to such matters. Based o▇ ▇▇ch opinion, that accounting firm will send to OYO and Col...
Net Equity Adjustment. (a) Within 45 days after the Closing Date, BHA will deliver to Head▇▇▇▇▇▇.▇▇▇ ▇ ▇roposed balance sheet prepared in accordance with GAAP using the same accounting principles, policies and practices used in preparing the balance sheet as of December 31, 1999 included in the audited Career Mosaic Financial Statements, which will set forth Career Mosaic's Net Equity Amount (as defined below) as of the day immediately prior to the Closing Date (the "Closing Date Balance Sheet"). If within 30 days after the date of BHA's delivery of the Closing Date Balance Sheet, Head▇▇▇▇▇▇.▇▇▇ ▇▇▇ects in good faith to the Closing Date Balance Sheet or the calculation of Career Mosaic's Net Equity Amount, Head▇▇▇▇▇▇.▇▇▇ ▇▇▇ give written notice within such 30 day period which shall (i) set forth Head▇▇▇▇▇▇.▇▇▇'▇ ▇roposed changes to the Closing Date Balance Sheet and Net Equity Amount and (ii) specify in reasonable detail Head▇▇▇▇▇▇.▇▇▇'▇ ▇asis for such changes. The failure of Head▇▇▇▇▇▇.▇▇▇ ▇▇ object to the Closing Date Balance Sheet or the Net Equity Amount within such 30 day period will constitute acceptance by Head▇▇▇▇▇▇.▇▇▇ ▇▇ BHA's Closing Date Balance Sheet and calculation of Net Equity Amount. If Head▇▇▇▇▇▇.▇▇▇ ▇▇▇ BHA are unable to resolve any disagreement between them with respect to the preparation of the Closing Date Balance Sheet or the calculation of Net Equity Amount within 30 days after delivery of the written objection by Head▇▇▇▇▇▇.▇▇▇ ▇▇ BHA, the items in dispute will be referred in writing to any office of Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ other than the New York or Atlanta offices (the "Accountants") as promptly as practicable, but not later than five days after the expiration of such 30 day period, for determination. Head▇▇▇▇▇▇.▇▇▇ ▇▇▇ BHA will use reasonable efforts to cause the Accountants to render their determination as soon as practicable thereafter, but in no event later than 45 days after the submission to such Accountants of the notice of disagreement referred to in the immediately preceding sentence, including, without limitation, by promptly complying with all reasonable requests by the Accountants for information, books, records and similar items. The Accountants will make a determination as to each of the items in dispute, which determination shall be (i) in writing, (ii) furnished to each party hereto as promptly as practicable after the items in dispute have been referred to the Accountants, (iii) made in accordance with this Agreement and (iv) conclusive an...
Net Equity Adjustment. (i) Within forty-five (45) days of the Closing Date, Purchaser shall prepare and cause to be delivered by PricewaterhouseCoopers, LLP, independent auditors for Purchaser, to the Compass Shareholders a final report detailing the Net Equity of the Compass Business at the Closing Date (the “Final Net Equity”). The Final Net Equity report will be prepared in accordance with generally accepted accounting principles (“GAAP”). The Compass Shareholders shall have thirty (30) days to object to or accept the Final Net Equity report. If within thirty (30) days following delivery of the Final Net Equity report the Compass Shareholders have not given Purchaser written notice of their objection to or acceptance of the Final Net Equity report (which notice, if an objection, shall state in reasonable detail the basis of the Compass Shareholders’ objection), then the Final Net Equity report shall be binding and conclusive on the parties. If the
Net Equity Adjustment. (a) If the Net Equity of the Company immediately prior to the Effective Time is less than or greater than $4,763,185, which is the net equity amount reflected on the Company's consolidated balance sheet for the year ended December 31, 1996, the number of shares of EVI Common Stock issuable in the Merger shall be adjusted as follows to give effect to such decrease or increase. To the extent the Net Equity of the Company is less than $4,763,185, the aggregate number of shares of EVI Common Stock to be received by the Company Shareholders shall be decreased by an amount equal to such deficiency (the "Deficiency") divided by the Market Price, with the number of shares of EVI Common Stock to be received by each Company Shareholder to be decreased pro rata based on the number of shares of EVI Common Stock to be received by each Company Shareholder in the Merger. To the extent Net Equity of the Company is greater than $4,763,185, the aggregate number of shares of EVI Common Stock to be received by the Company Shareholders shall be increased
(b) As promptly as practicable, but not more than 45 days, after the Effective Date, EVI shall cause to be prepared and delivered to the Company Shareholders the Effective Date Balance Sheet. The Effective Date Balance Sheet shall be prepared in accordance with generally accepted accounting principles as consistently applied by the Company. EVI shall provide the Company Shareholders with access to copies of all work papers and other relevant documents to verify the entries contained in the Effective Date Balance Sheet. The Company Shareholders shall have a period of 21 days after delivery of the Effective Date Balance Sheet to review it and, by action of the Shareholder Representatives to make any objections in writing to EVI. If written objections to the Effective Date Balance Sheet are delivered by the Shareholder Representatives to EVI within such 21-day period, then EVI and the Company Shareholders shall attempt to resolve the matter or matters in dispute. If no written objections are made by the Shareholder Representatives within the time period provided above, the Effective Date Balance Sheet shall be deemed accepted by the Company Shareholders and shall be final and binding.
(c) If disputes with respect to the Effective Date Balance Sheet cannot be resolved by EVI and the Company Shareholders by action of the Shareholder Representatives within 15 calendar days after the delivery of the objections to the Effective Date B...
Net Equity Adjustment. 4 ARTICLE 2
Net Equity Adjustment. “Net Equity Amount” means the sum, as of the Prorations Time, of all LLC cash, short-term investments, other cash equivalents (including deposits), prepaid expenses with respect to the items customarily prorated in sales of shopping centers, other items comprising working capital and any other assets and property which are not included in the Property and which are customarily prorated in sales of shopping centers, minus amounts accrued but unpaid on existing contracts which are customarily prorated in sales of shopping centers. An amount equal to 66 2/3% of the Net Equity Amount shall be added to the Purchase Price as a Net Equity Adjustment if the Net Equity Amount is a positive number or deducted from the Purchaser Price as a Net Equity Adjustment if the Net Equity Amount is a negative number.
Net Equity Adjustment