Net Worth Adjustment Sample Clauses

Net Worth Adjustment. (a) Within forty-five (45) days after the Closing Date, ERNST & YOUNG, LLC (the "Accountants") shall prepare, at the cost and expense of SAG and/or Sub, a balance sheet of the Company dated as of the Closing Date (the "Closing Date Balance Sheet"). The Accountants shall prepare the Closing Date Balance Sheet on the same basis and in accordance with the accounting principles, methods and practices used in preparing the Company's 1997 Balance Sheet (as hereinafter defined) prepared on a first-in/first-out basis ("FIFO") by Mr. Xxxx Xxxxxxxxxx xx the accounting firm of Tarpxxx & Xndexxxxx, X.C., accountants to the Company, and agreed to by Mr. Rickx Xxxxx, Xxntroller of SAG (the "Accounting Principles"). Within thirty (30) days after the Parties' receipt of the completed Closing Date Balance Sheet, Mr. Xxxxxxxxxx xxx Mr. Xxxxx xxxll mutually determine the net worth of the Company as of the Closing Date (the "Closing Date Net Worth"). The Closing Date Net Worth shall be determined based on the Closing Date Balance Sheet prepared by the Accountants and using the Accounting Principles, provided, however, that inventory shall be determined on a LIFO basis and sixty percent (60%) of the increase in the LIFO reserve for the period commencing on January 1, 1998 and ending on the Closing Date shall be added to determine the Closing Date Net Worth. The determination by Mr. Xxxxxxxxxx xxx Mr. Xxxxx xxxh respect to the Closing Date Balance Sheet and the Closing Date Net Worth shall be conclusive and binding upon the Parties. (b) In connection with the preparation of the Closing Date Balance Sheet, the Accountants will conduct, at the cost and expense of SAG and/or Sub, a physical inventory at the location where inventory is held by the Company and, from the results of such inventory and prior to the Closing Date, prepare, at the cost and expense of SAG and/or Sub, a schedule setting forth the nature and quality of such inventory to be included in the Closing Date Balance Sheet. The determination of the Accountants with respect to such inventory shall be conclusive and binding upon the Parties. (c) If the Closing Date Net Worth is less than zero (0) (the amount of any such deficiency being referred to herein as the "Net Worth Deficiency"), the Stockholders shall pay to Sub, on a dollar for dollar basis, the entire amount of such Net Worth Deficiency (the "New Worth Deficiency Payment Amount") by wire transfer or other immediately available funds within three (3) business...

Net Worth Adjustment. If the Net Worth of SELLER at Closing is -------------------- greater than zero (0), the Purchase Price shall be increased by the difference between the actual Net Worth and zero (0). If the Net Worth of SELLER at Closing is less than zero (0) the Purchase Price shall be reduced by the difference between zero (0) and the actual Net Worth. Increases or reductions, as the case may be, in the Purchase Price shall be made in equal portions to the Short-Term and Long-Term Notes. For purposes of this paragraph "Net Worth" shall be based upon a calculation of the net worth of the Health Care Business being acquired by PURCHASER as of the opening of business on October 1, 1997, prepared by the Accountants in the manner described in EXHIBIT A-4. In order to ----------- ensure the parties hereto that both the Earn-Out and the Net Worth portions of the Purchase Price are computed by the Accountants in accordance with this Agreement in a fair and disinterested manner, the parties agree as follows: Each party shall have the right to examine during normal business hours such books and records of the other party as may be reasonably necessary in order to verify any determination of the Accountants under this Agreement. If any party disagrees with any such determination, then that party may submit, at its sole expense, within thirty (30) days, an alternate determination prepared by a certified public accountant, which the other party may accept or reject in its reasonable discretion. If the other party rejects the alternate determination, then the contesting party shall be entitled to submit such dispute to a certified public accountant acceptable to both parties who shall determine the accuracy and correctness of the Accountant's original determination. Both parties shall each bear one-half (1/2) of the expenses of such certified public accountant. Any additional amounts payable by a party as a result of the other party's alternate determination shall be made within fifteen (15) days following the acceptance of such alternate determination or the resolution of such dispute, as the case may be. /s/ MW /s/ HW

Net Worth Adjustment. (i) Within forty-five (45) days after the Closing Date, Sellers' shall provide to Purchasers and JAKKS at Sellers' expense (A) Sellers' combined balance sheet, prepared in a manner consistent with the Financial Statements, as of the close of business on the Closing Date (the "Closing Balance Sheet"), (B) a statement of the legal and accounting expenses relating to the transactions contemplated by this Agreement paid by (or to be paid by) Sellers' in connection with the Closing or the determination of the Net Worth Adjustment, (C) a statement of Sellers' combined Net Worth, prepared in a manner consistent with the Financial Statements, as of the close of business on the Closing Date (the "Closing Net Worth"), (D) based on the foregoing item, a computation of the difference, if any, between Sellers' Closing Net Worth and the Target Closing Net Worth, and (E) a computation of the Closing Purchase Price as determined by Sellers in accordance with this Section 2.3(a) (the "Net Worth Adjustment"). (ii) Purchasers shall provide Sellers, their respective accountants and other personnel preparing the Closing Balance Sheet and statement of Sellers' Closing Net Worth with access at Purchasers' principal offices, at all times upon reasonable notice during normal business hours, to Purchasers' personnel, properties, and books and records pertaining to the Assets for purposes of preparing the Closing Balance Sheet and Closing Net Worth statement. Purchasers and JAKKS shall have the right to audit the preparation of the Closing Balance Sheet and/or Closing Net Worth statement, and shall have reasonable access to the workpapers of the accountants and other personnel of Sellers preparing the Closing Balance Sheet and statement of Sellers' Closing Net Worth. During the thirty (30) days immediately following the receipt by Purchasers and JAKKS of the items set forth in Section 2.3(a)(ii), Purchasers and JAKKS and their respective accountants shall be entitled to review such items and any working papers, trial balance and similar materials relating thereto prepared by Sellers, their accountants or other personnel. (A) If Purchasers or JAKKS do not accept the Closing Balance Sheet or Sellers' computation of the Closing Purchase Price and/or the Net Worth Adjustment (including any entries, figures or computations on the Closing Balance Sheet, Closing Net Worth statement and any other figures or computations used in determining the Closing Purchase Price or the Net Worth Adjustm...

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) One Million One Hundred Thousand Dollars ($1,100,000) or less than (which shall be a negative number) One Million One Hundred Thousand Dollars ($1,100,000).

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. (a) On the Closing Date, or as soon as practicable after the Closing Date, the Stockholder shall deliver to UAG a balance sheet of the Company 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 good faith on the same basis and in accordance with the accounting principles, methods and practices used in preparing the Company Financial Statements (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 Sheet, the Stockholder and the Company 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 Company. (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"), together with the Reviewer's report thereon, to the Stockholder. The Reviewed Balance Sheet (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 Stockholder, the Company and each of the accountants and other representatives of the Stockholder and the Company and to examine the work papers, schedules and other documents prepared by the Stockholder, the Company and each of such accountants and other representatives during the preparation of the Closing Date Balance Sheet. The Stockholder and the Stockholder's 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 Sheet. (c) The Stockholder shall have a period of forty-five (45) days after delivery of the Reviewed Balance Sheet to present in writing to UAG all objections the...

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.