Net Worth Adjustment. (a) On the Closing Date, or as soon as practicable after the Closing Date, the Stockholders shall deliver to UAG balance sheets of the Companies dated as of the Closing Date (such balance sheets so delivered are referred to herein as the "Closing Date Balance Sheets"). The Closing Date Balance Sheets shall be prepared in good faith on the same basis and in accordance with the accounting principles, methods and practices used in preparing the November 30 Balance Sheets (as defined in Section 2.5 hereof) (such accounting principles, methods and practices and such procedures, are referred to herein as the "Accounting Principles"). In connection with the preparation of the Closing Date Balance Sheets, the Stockholders and the Companies shall permit the Reviewer (as defined below) and other representatives of UAG to conduct a physical inventory at each location where inventory is held by the Companies.
(b) Within sixty (60) days after delivery of the Closing Date Balance Sheets, (i) Coopers & Xxxxxxx or such other accounting firm (the "Reviewer") as may be selected by UAG shall audit or otherwise review the Closing Date Balance Sheets in such manner as UAG and the Reviewer deem appropriate, and (ii) UAG shall deliver such reviewed balance sheet (the "Reviewed Balance Sheets"), together with the Reviewer's report thereon, to the Stockholders. The Reviewed Balance Sheets (i) shall be prepared on the same basis and in accordance with the Accounting Principles and (ii) shall include a schedule showing the computation of the Final Net Worth (as defined in Section 1.3(g)(i) hereof), computed in accordance with the definition of Net Worth set forth in Section 1.3(g)(ii) hereof. UAG and the Reviewer shall have the opportunity to consult with the Stockholders, the Companies and each of the accountants and other representatives of the Stockholders and the Companies and to examine the work papers, schedules and other documents prepared by the Stockholders, the Companies and each of such accountants and other representatives during the preparation of the Closing Date Balance Sheets. The Stockholders and the Stockholders' independent public accountants shall have the opportunity to consult with the Reviewer and to examine the work papers, schedules and other documents prepared by the Reviewer during the preparation of the Reviewed Balance Sheets.
(c) The Stockholders shall have a period of forty-five (45) days after delivery of the Reviewed Balance Sheets to present in writ...
Net Worth Adjustment. The value by which the book value of the Assets as of the close of business on June 5, 1998 exceeds the book value of the Assumed Liabilities as of the close of business on June 5, 1998 shall be known as "Net Worth". Not later than July 6, 1998, Seller shall prepare and deliver to Buyer a balance sheet of the Business as of the close of business on June 5, 1998 showing the book value of the Assets as the only assets of the Business, and showing the book value of the Assumed Liabilities as the only liabilities of the Business (the "Closing Balance Sheet"). The Closing Balance Sheet shall be prepared from Seller's books and records in accordance with generally accepted accounting principles ("GAAP") applied consistently with those used in preparing the year end balance sheet of the Business except for (i) GAAP exceptions of a non-material nature consistent with those applied by Seller in the year end balance sheet, (ii) Excluded Assets and Retained Liabilities shall not be included in the Closing Balance Sheet, (iii) the Closing Balance Sheet shall contain prorata accruals for utilities, property taxes, sales commissions, and like items, (iv) Inventories shall be determined pursuant to a physical count, the cost of which shall be borne by Seller and at which both Buyer and Seller may be represented (each at its own cost), and (v) the Closing Balance Sheet shall contain (i) a warranty reserve equal to $80,000; (ii) an Accounts Receivable reserve for doubtful accounts equal to $25,000 and (iii) an Inventory reserve equal to $784,000. Buyer shall have thirty (30) days after receipt of the Closing Balance Sheet to dispute any of the items contained on the Closing Balance Sheet by delivering written notice of such dispute to Seller (a "Net Worth Dispute Notice"). If Buyer does not deliver a Net Worth Dispute Notice to Seller within such thirty (30) day period, the Closing Balance Sheet shall be final and binding on the parties hereto. If Buyer delivers a Net Worth Dispute Notice to Seller within such thirty (30) day period and Buyer and Seller cannot resolve any dispute between them concerning the Closing Balance Sheet within ten (10) days after Seller's receipt of the Net Worth Dispute Notice, both parties hereby agree that such dispute shall immediately be submitted to an independent auditor from the firm of Ernst & Young for binding arbitration and determination of the Net Worth of the Business as of the date hereof which determination shall be rendered in not...
Net Worth Adjustment. (a) As used in this Section 2.4:
Net Worth Adjustment. The "Net Worth Adjustment" means the amount by which the Closing Book Value (defined below) is greater than (which shall be a positive number) Two Million Five Hundred Thousand Dollars ($2,500,000) or less than (which shall be a negative number) Two Million Five Hundred Thousand Dollars ($2,500,000).
Net Worth Adjustment. (a) On the Closing Date, or as soon as practicable thereafter (but no later than 20 days after the Closing Date), the Stockholder shall deliver to UAG a consolidated balance sheet of the Companies dated as of the Closing Date (such balance sheet so delivered is referred to herein as the "Closing Date Balance Sheet"). The Closing Date Balance Sheet shall be prepared in accordance with GAAP. In connection with the preparation of the Closing Date Balance Sheet, the Stockholder and the Companies shall permit the Reviewer (as defined below) and other representatives of UAG to conduct a physical inventory at each location where inventory is held by the Companies.
(b) Within sixty (60) days after delivery of the Closing Date Balance Sheet, (i) Coopers & Xxxxxxx or such other accounting firm (the "Reviewer") as may be selected by UAG shall audit or otherwise review the Closing Date Balance Sheet in such manner as UAG and the Reviewer deem appropriate, and (ii) UAG shall deliver such reviewed balance sheet (the "Reviewed Balance Sheet") to the Stockholder. The Reviewed Balance Sheet (i) shall be prepared in accordance with GAAP and (ii) shall include a schedule showing the computation of the Final Net Worth (as defined in Section 1.3(g)(i) hereof), computed in accordance with the definition of Net Worth set forth in Section 1.3(g)(ii) hereof. UAG and the Reviewer shall have the opportunity to consult with the Stockholder, the Companies and each of the accountants and other representatives of the Stockholder and the Companies and to examine the work papers, schedules and other documents prepared by the Stockholder, the Companies and each of such accountants and other representatives during the preparation of the Closing Date Balance Sheet.
Net Worth Adjustment. (a) As soon as practicable following the Closing, the Chief Financial Officer of the Company immediately prior to the Closing shall deliver to Parent an unaudited combined statement of financial condition of the Company and the Subsidiaries as of the close of business on the last day of the calendar month immediately preceding the calendar month in which the Closing Date occurs (the "Statement Date") reasonably satisfactory to Parent (the "Closing Balance Sheet"), together with a statement (the "Statement") setting forth Company Net Worth as of the close of business on the Statement Date ("Closing Company Net Worth"). The Closing Balance Sheet and the Statement shall be accompanied by a certificate of the Chief Financial Officer of the Company certifying that the Closing Balance Sheet was prepared in good faith on the basis of the accounting books and records of the Company and the Subsidiaries and was prepared in conformity with United States generally accepted accounting principals ("GAAP") applied on a basis consistent with the Financial Statements (as defined in Section 3.06(a)) (except for the absence of footnotes and subject to normal recurring quarterly, annual and audit adjustments). The Closing Balance Sheet (and Closing Company Net Worth) shall not reflect (i) the consummation of the Merger, (ii) any of the payments to be made pursuant to this Article II or Section 6.13 and (iii) any Transition Expenses (as defined in Section 5.05) or any obligations therefor. The Closing Balance Sheet shall reflect in the aggregate of the Liabilities (as defined in Section 2.04(b)) the Escheatment Amount (as defined in Section 6.12(b)). The Closing Balance Sheet shall reflect in the aggregate of the Liabilities a legal reserve equal to $15,500,000 minus amounts paid since March 31, 2000 in settlement of legal matters reserved for as of March 31, 2000 plus an accrual of $500,000 at May 31, 2000 (plus an additional pro rata accrual for each month after May 2000 through the month in which the Statement Date occurs) plus accruals in respect of any new (including material changes to existing) legal matters arising after March 31, 2000. All fees and expenses incurred (including a reasonable estimate of any such fees and expenses not yet billed) by the Company or any Subsidiary in connection with the Merger and the other Transactions, including the fees and expenses of U.S. Bancorp Xxxxx Xxxxxxx and the Company's legal counsel, but excluding any Transition Expenses, sh...
Net Worth Adjustment. The Cash Portion of the Purchase Price shall be adjusted downward on a dollar-for-dollar basis by the amount by which the Net Worth of Sigma6 is less than $200,000 (the "Minimum Net Worth") as of the Closing Date. The Net Worth of Sigma6 as of the Closing Date shall initially be determined prior to the Closing Date by Sigma6 in good faith within two business days prior to the Closing Date (the "Closing Determination"). Following the Closing Date, the Net Worth of Sigma6 as of the Closing Date shall be determined by AA in accordance with the terms of this Agreement (at the expense of the Buyer), which determination (the "AA Determination") shall be submitted in writing to the Buyer and the Sellers not later than sixty (60) days after the Closing. Unless the Sellers' Representative on behalf of all Sellers objects in writing to the AA Determination within ten business days of the receipt of such determination, the AA Determination shall be final, conclusive and binding on the Parties. If no objection is made, Sellers shall pay to Buyer by wire transfer (or by the return to the Buyer, at Sellers' Representative's option, the equivalent number of shares of Buyer Common Stock (valued at $4.50 per share) equal to) the amount, if any, by which the amount of the AA Determination is less than the Minimum Net Worth (less any deduction against the Cash Portion of the Purchase Price as a result of the Closing Determination) within ten (10) days after the AA Determination.
Net Worth Adjustment. The Purchase Price has been agreed to by the Purchaser on the basis of the representation of the Seller that the Purchase Assets including inventories at the Closing Date shall not be less than the market worth of $2,500,000. Should the Tangible Net Worth not equal at least $2,500,000 the Purchase Price shall be reduced by the difference between the Tangible Net Worth and the Purchase Price (the “Net Worth Adjustment Amount”). The Seller shall pay the Purchaser the Net Worth Adjustment Amount at the date and time of closing following the acceptance or deemed acceptance of the Financial Statements and Purchased Assets, or, as the case may be, the rendering of the arbitration award in connection therewith.
Net Worth Adjustment. The Purchase Agreement provides for adjustments to the Purchase Price (as such term is defined in the Purchase Agreement) which may be paid to the Sellers' Agents. In the event that the adjustment to the purchase price results in additional proceeds to Sellers, such amounts shall be distributed by the Sellers' Agents in accordance with the percentage interest set forth in Schedule B. In the event that the adjustment to the purchase price results in amounts being owed to Buyers, upon the request of the Sellers' Agents, the Sellers shall promptly pay to the Sellers' Agents their individual share of such amount owed in accordance with the percentage interest set forth in Schedule B.
Net Worth Adjustment. The "Net Worth Adjustment" shall be the amount, if any, by which Sixty Three Thousand Three Hundred Thirty Six Dollars ($63,336) exceeds POWERCREW's "Closing Date Net Worth" (defined below).
(a) For the purposes hereof, "Closing Date Net Worth" shall be determined based upon the balance sheet prepared for POWERCREW as of October 31, 1998 (the "Closing Date Balance Sheet") and shall be equal to POWERCREW's stockholders' equity (within the meaning of GAAP) as of October 31, 1998. Closing Date Net Worth shall be determined by POWERCREW in accordance with GAAP as reported on the Closing Date Balance Sheet prepared at the direction of the STOCKHOLDERS within fifteen (15) days after the Closing, and shall be subject to review and audit by CONDOR or its representatives if there are any questions which cannot be resolved directly between CONDOR and POWERCREW management personnel. CONDOR shall determine within ten (10) days after receipt of the Closing Date Balance Sheet whether it will conduct an audit to resolve the calculation of Closing Date Net Worth, and if it decides to conduct an audit, shall complete such audit within thirty (30) days after receipt of the Closing Date Balance Sheet.
(b) CONDOR shall deduct the Net Worth Adjustment, if any, from the Escrowed Funds, provided that if the amount paid to the Escrow Agent is less than the Net Worth Adjustment after final determination thereof, the STOCKHOLDERS shall, upon demand, pay the amount of the shortfall to CONDOR.
