Common use of Net Worth Adjustment Clause in Contracts

Net Worth Adjustment. (a) As soon as practicable after the Closing Date, the Stockholder shall deliver to Sub 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), subject to the modifications, adjustments and exceptions to such accounting principles, methods and practices set forth on SCHEDULE 1.2(a) hereto (such accounting principles, methods and practices as so modified and adjusted, 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 and the Reviewer (as defined below) and other representatives of Sub will conduct a physical inventory at each location where inventory is held by the Company. From the results of such inventory and prior to the Closing Date, Sub and the Stockholder (or the respective representatives thereof) will prepare a schedule, which shall be signed by each of Sub and the Stockholder, setting forth the nature and quality of such inventory and such other items as shall be agreed upon by Sub and the Stockholder to be included in the Closing Date Balance Sheet.

Net Worth Adjustment. (a) As If the Closing Date is on or before the fifteenth (15th) of any month, as soon as practicable after the Closing Date, the Stockholder shall deliver to LAS balance sheets of the Company dated as of the last day of the month immediately preceding the Closing Date, and if the Closing Date is after the fifteenth (15th) of any month, as soon as practicable after the Closing Date, the Stockholder shall deliver to Sub a balance sheet sheets of the Company dated as of the last day of the month in which the Closing Date occurred (such balance sheet sheets so delivered is are referred to herein as the "Closing Date Balance SheetSheets"). The Closing Date Balance Sheet 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 Company Financial Statements (as defined in SECTION Section 2.5 hereof), subject to the modifications, adjustments and exceptions to such accounting principles, methods and practices as shall be agreed upon by Sub and the Stockholder within thirty (30) days (or such other number of days as the parties shall agree upon) of the date hereof and set forth on SCHEDULE Schedule 1.2(a) hereto hereto, and shall also include mutually agreed upon procedures to adjust for any earnings and/or distributions of the Company between the date of the Closing Date Balance Sheets and the Closing Date (such accounting principles, methods and practices as so modified and adjusted, and such procedures, are referred to herein as the "Accounting Principles"). In connection with the preparation of the Closing Date Balance SheetSheets, the Stockholder and the Company and shall permit the Reviewer (as defined below) and other representatives of Sub will LAS to conduct a physical inventory at each the location where inventory is held by the Company. From the results of such inventory and prior to the Closing Date, Sub LAS and the Stockholder (or the respective representatives thereof) will prepare a schedule, which shall be signed by each of Sub LAS and the Stockholder, setting forth the nature and quality of such inventory and such other items as shall be agreed upon by LAS, Sub and the Stockholder to be included in the Closing Date Balance SheetStockholder.

Net Worth Adjustment. (a) As soon as practicable after the Closing Date, the Stockholder Stockholders shall deliver to Sub 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"). UAG shall reimburse the Company for reasonable fees or expenses incurred by the Company's certified public accountant in connection with the preparation of the Closing Date Balance Sheet or the Estimated Closing Date Balance Sheet referred to in SECTION 6.6. 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), subject to the modifications, adjustments and exceptions to such accounting principles, methods and practices set forth on SCHEDULE 1.2(a) hereto (such accounting principles, methods and practices as so modified and adjusted, and such procedures, are referred to herein as the "Accounting Principles"). In connection with the preparation of the Closing Date Balance Sheet, the Stockholder Stockholders and the Company and the Reviewer (as defined below) and other representatives of Sub will conduct a physical inventory at each location where inventory is held by the Company. From the results of such inventory and prior to the Closing Date, Sub and the Stockholder Stockholders (or the respective representatives thereof) will prepare a schedule, which shall be signed by each of Sub and the StockholderStockholders, setting forth the nature and quality of such inventory and such other items as shall be agreed upon by Sub and the Stockholder Stockholders to be included in the Closing Date Balance Sheet.

Net Worth Adjustment. (a) As soon as practicable after the Closing Date, the Stockholder shall deliver to Sub 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"). SUNBELT shall reimburse the Company for reasonable fees or expenses incurred by the Company's certified public accountant in connection with the preparation of the Closing Date Balance Sheet or the Estimated Closing Date Balance Sheet referred to in SECTION 6.6. 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 4.7 hereof), subject to the modifications, adjustments and exceptions to such accounting principles, methods and practices set forth on SCHEDULE 1.2(a1.4(a) hereto (such accounting principles, methods and practices as so modified and adjusted, 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 and the Reviewer (as defined below) and other representatives of Sub will conduct a physical inventory at each location where inventory is held by the Company. From the results of such inventory and prior to the Closing Date, Sub and the Stockholder (or the respective representatives thereof) will prepare a schedule, which shall be signed by each of Sub and the Stockholder, setting forth the nature and quality of such inventory and such other items as shall be agreed upon by Sub and the Stockholder to be included in the Closing Date Balance Sheet.

Net Worth Adjustment. (a) As soon as practicable after the Closing Date, the Stockholder shall deliver to Sub 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), subject to the modifications, adjustments and exceptions to such accounting principles, methods and practices set forth on SCHEDULE 1.2(a) hereto (such accounting principles, methods and practices as so modified and adjusted, 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 and the Reviewer (as defined below) and other representatives of Sub will conduct a physical inventory at each location where inventory is held by the Company. From the results of such inventory and prior to the Closing Date, Sub and the Stockholder (or the respective representatives thereof) will prepare a schedule, which shall be signed by each of Sub and the Stockholder, setting forth the nature and quality of such inventory inven- tory and such other items as shall be agreed upon by Sub and the Stockholder to be included in the Closing Date Balance Sheet.