Preliminary Adjustment. 2.2(a) Preliminary Financials 2.2(a) Preliminary Settlement 2.2(a) Property Sold 1.1
Preliminary Adjustment. Amount 2.6(a) Prepaid Assets 1.2(k)
Preliminary Adjustment. Sellers will prepare and deliver to Purchaser not less than five (5) business days before the Closing Date a statement in writing setting forth, in reasonable detail, Sellers' good faith computation of the adjustments to the Purchase Price provided for in this section (the "Preliminary Purchase Price Adjustments"). Sellers shall furnish to Purchaser copies of back-up and other supporting information that Sellers utilized in connection with their computation of the Preliminary Purchase Price Adjustments. At or prior to the Closing Date, the parties shall agree upon the Preliminary Purchase Price Adjustments and such adjustments will increase or decrease the Purchase Price to be paid at Closing. The parties shall execute and deliver to each other a Closing settlement statement containing the agreed Preliminary Purchase Price Adjustments and the net Purchase Price to be paid at Closing (including credit for the Xxxxxxx Money) (the "Settlement Statement").
Preliminary Adjustment. At least five (5) days before the Closing, Seller shall deliver to Buyer a balance sheet for the Company calculated without giving effect to the Transactions showing Seller’s reasonable and good faith estimate of the Company’s assets, liabilities and owner’s equity as of the Closing Date (the “Preliminary Closing Date Balance Sheet”). Seller will prepare the Preliminary Closing Date Balance Sheet in accordance with GAAP applied on a basis consistent with the preparation of the Company’s Financial Statements and the procedures and methodologies set forth in Schedule 3(c) to this Agreement. Using the amounts reflected on the Preliminary Closing Date Balance Sheet, Seller will prepare and deliver therewith to Buyer a reasonably detailed report and calculation of the Preliminary Adjustment Amount, and the Closing Payment shall be adjusted upward or downward in an amount equal to the positive or negative Preliminary Adjustment Amount. Buyer shall be permitted to participate in the preparation of the Preliminary Closing Date Balance Sheet and the Preliminary Adjustment Amount as requested, and Seller shall make the work papers and back-up materials used in such calculations available to Buyer as requested. For purposes of determining Net Working Capital and the Adjustment Amount, the Tail Payment shall be excluded from the current liabilities of the Company.
Preliminary Adjustment. Ten (10) days prior to the Closing Date, Seller shall prepare and deliver to Buyer, a balance sheet (the "Preliminary Closing Balance Sheet"), setting forth the adjustment to the Purchase Price determined in accordance with this Section 3. The Preliminary Closing Balance Sheet shall be prepared in a form which sets forth the amounts due to or from Buyer or Seller, as the case may be. Upon receipt
Preliminary Adjustment. AMOUNT Prior to the Closing Date, Seller shall ----------------------------- prepare and deliver to Buyer (i) a pro forma balance sheet (together with related notes and appropriate supporting schedules and work papers) of the Company estimated as of the Closing Date prepared in accordance with generally accepted accounting principles applied on a basis consistent with that used in preparation of the Company's balance sheet (the "Pro Forma Balance Sheet"), and (ii) a statement of the Preliminary Adjustment Amount, accompanied by a certificate of the Seller to the effect that such statement has been prepared in accordance with generally accepted accounting principles applied on a basis consistent with that used in the preparation of the Company's balance sheet and the terms of this Agreement (the "Pre-Closing Certificate"). A Preliminary Adjustment Amount greater than one shall increase the Purchase Price and a Preliminary Adjustment Amount less than one shall reduce the Purchase Price.
Preliminary Adjustment. Report Section 2.6(d) Publications Recitals Purchase Price Section 2.4 Real Property Section 2.1(b) Sale Assets Section 2.1 Seller's Trade Credit Section 2.6(b)(ii) Standard Exceptions Section 6.4.1 Survey Section 6.4.2 Survival Period Section 10.1
Preliminary Adjustment. The Purchase Price shall be adjusted, on a dollar-for-dollar basis, by the extent to which the Company’s Working Capital attributable to the Juice Division, as reflected on the Preliminary Balance Sheet (as such terms are defined below), varies from Two Million Five Hundred Thousand Dollars ($2,500,000). At the Closing, either: (i) Buyer shall deduct from the Base Consideration the amount, if any, by which the Working Capital is less than $2,500,000, as reflected on the Preliminary Balance Sheet; or (ii) Buyer shall pay to Company, in addition to the Base Consideration, the amount, if any, by which the Working Capital exceeds $2,500,000, as reflected on the Preliminary Balance Sheet. The amount of the adjustment, if any, made to the Base Consideration pursuant to this Section 2.2(a) shall be referred to herein as the “Preliminary Adjustment.”
Preliminary Adjustment. Two business days prior to the Closing, the Company shall provide to the Purchaser an unaudited good faith estimate of the balance sheet of the Company, certified by the Chief Financial Officer of the Company and reviewed by the Seller, as of the end of business on the Closing Date (the "Estimated Closing Balance Sheet"). The Estimated Closing Balance Sheet shall be prepared in accordance with generally accepted accounting principles in the United States ("GAAP"), except as set forth on Schedule 2.7 attached hereto, and the Company's accounting principles in accordance therewith, each as in effect on December 31, 2000. The amount equal to the Working Capital (as defined in subsection (vi) below) reflected on the Estimated Closing Balance Sheet shall be the "Estimated Working Capital". If the Estimated Working Capital exceeds $1,743,000 (Working Capital as shown on the Pro Forma Balance Sheet (as defined in subsection (vi) below and calculated in accordance with this Section 1.2(b)(i)) the Purchase Price paid to the Seller at the Closing shall be increased by one-half of the amount of such excess, and if the Estimated Working Capital is less than $1,743,000, then the Purchase Price paid to the Seller at the Closing shall be reduced by one-half of the amount of such deficit.
Preliminary Adjustment. Prior to the Closing Date, Xxxxxx, as agent for and on behalf of Sellers, shall have caused Corporation to prepare and deliver to Purchaser:
