Tangible Net Worth Adjustment Sample Clauses

Tangible Net Worth Adjustment. (a) As soon as reasonably possible after the Closing Date (but not later than 90 days thereafter), Buyer shall prepare or cause to be prepared, and deliver to Seller an unaudited proforma balance sheet of the Office Products Business as at the Closing Date, which shall be certified by the Chief Financial Officer of Buyer (the "Proforma Balance Sheet"). The Proforma Balance Sheet shall include the tangible net worth of the Office Products Business on the Closing Date based on the Proforma Balance Sheet (the "Tangible Net Worth"). The Proforma Balance Sheet shall be based solely on the books and records of the Office Products Business, which shall be delivered to Buyer at the Closing, and any other books and records used in the preparation of the proforma balance sheet as at December 31, 1996 referenced in Section 3.1(h) hereof. The Proforma Balance Sheet shall be prepared in the same manner as was used by Seller in preparing the unaudited proforma balance sheet as at December 31, 1996, in accordance with Section 3.1(h) hereof. As soon as practicable (but not more than five business days) after the date on which the Final Balance Sheet (as defined in Section 4.22(d) hereof) shall have been determined in accordance with this Section 4.22, Seller shall pay to Buyer in immediately available funds the amount, if any, by which the Tangible Net Worth as at the Closing Date as reflected in the Final Balance Sheet is less than $78,000,000, which shall constitute an immediate adjustment of the Stock and Asset Purchase Price in such amount. (b) Seller, upon receipt of the Proforma Balance Sheet, shall (i) review the Proforma Balance Sheet and (ii) to the extent Seller may deem necessary, make reasonable inquiry of Buyer relating to the preparation of the Proforma Balance Sheet. Seller and its employees and advisors shall have full access upon prior written notice and during normal business hours to the books, papers and records of the Office Products Business. The Proforma Balance Sheet shall be binding and conclusive upon, and deemed accepted by, Seller unless Seller shall have notified Buyer in writing of any objections thereto and a detailed description of the basis therefor (the "Seller's Objection") within 20 days after receipt of the Proforma Balance Sheet. (c) In the event of a Seller's Objection, Buyer shall have 10 days to review and respond to the Seller's Objection, and Sellxx xxx Buyer shall attempt to resolve the differences underlying the Seller's Object...
Sample 1
AutoNDA by SimpleDocs
Tangible Net Worth Adjustment. Within five days following ----------------------------- the date on which the Closing Net Worth is determined pursuant to Sections 2.04 through 2.12 below, Buyer shall pay to Seller the amount by which the Closing Net Worth exceeds U.S. $1,500,000, or Seller shall pay to Buyer the amount by which the Closing Net Worth is less than U.S. $1,300,000, as the case may be, in either case in U.S. dollars plus interest on such amount at the rate of 6% per annum calculated on a per diem basis from the Closing Date to the payment date (the "Adjustment Payment"). In the event that the Closing Net Worth is determined to be between U.S. $1,500,000 and U.S. $1,300,000 (inclusive), there shall be no Adjustment Payment.
Sample 1Sample 2
Tangible Net Worth Adjustment. If the Tangible Net Worth is a positive number, the purchase price payable to the holders of Company Common Stock, the holders of Preferred Stock and holders of ITI Options pursuant to Section 2.2.3(ii) in the aggregate shall be $1,802,464.50 (the "Net Worth Amount"). If the Tangible Net Worth is a negative number, the Net Worth Amount will be reduced by the amount of such negative Tangible Net Worth (as so adjusted, the "Adjusted Net Worth Amount"). The Net Worth Amount or the Adjusted Net Worth Amount, whichever is applicable, divided by 343,640.32 (is referred to herein as the "Reconciled Purchase Price").
Sample 1Sample 2
Tangible Net Worth Adjustment. Seller agrees that the Tangible Net Worth of the Company at the time of the Closing shall be no less than $2,500,000 as determined in accordance with GAAP consistently applied (the "Minimum Tangible Net Worth"). For purposes of the Closing, the Tangible Net Worth of the Company will be deemed to be as set forth on the November Balance Sheet. At the Closing, the cash portion of the Purchase Price shall be increased or decreased by the amount by which the Tangible Net Worth as shown on the November Balance Sheet is greater than or less than $2,500,000. Within 30 days following final determination of the Closing Balance Sheet pursuant to Section 3.6 Buyer or Sellers shall pay in cash to the other party the amount by which the Tangible Net Worth as shown on the Closing Balance Sheet is greater than or less than the Tangible Net Worth shown on the November Balance Sheet.
Sample 1Sample 2
Tangible Net Worth Adjustment. (i) On the latest of (i) ninety (90) days after the Closing Date, (ii) forty-five (45) days after the Second Closing Date, or (iii) ten (10) days after delivery to EFI of the 1999 audited financial statements of EFI, EFI shall deliver to Xxxxxx a certificate (the "TNW Certificate") setting forth the Tangible Net Worth, as calculated by EFI's independent auditors pursuant to agreed upon procedures to be performed at the request of EFI. If, within ten (10) business days of receiving the TNW Certificate, Xxxxxx has a good faith dispute about the calculation, Xxxxxx shall so notify EFI within the ten business day period and shall have the right to have a nationally recognized accounting firm calculate the Tangible Net Worth, at Xxxxxx'x expense. Xxxxxx'x accounting firm shall deliver its calculation to EFI within forty-five (45) days of Xxxxxx'x notice to EFI. Unless, within ten (10) business days of receiving Xxxxxx'x accounting firm's calculation, EFI notifies Xxxxxx that it concurs with such calculation, EFI and Xxxxxx shall select a mutually acceptable nationally recognized accounting firm to calculate the Tangible Net Worth, whose calculation shall be made within ninety (90) days of its selection and shall be final and binding upon EFI and Xxxxxx and whose expenses shall be shared equally between EFI and Xxxxxx. EFI shall provide Xxxxxx, with access to such financial records as are reasonably necessary to calculate the Tangible Net Worth. If the Tangible Net Worth (as finally calculated) is less than the sum of (x) the Tangible Net Worth of the Acquired Companies as of December 31, 1998, as reflected on the Annual Financial Statements plus (y) 100% of the Acquired Companies' after-tax earnings for 1999 as of the date immediately prior to the Closing Date using GAAP (which after-tax earnings shall be calculated by expensing the $9,395,000 charge to operations associated with the recording of a deferred tax liability as of January 1, 1999, to reflect the revocation of subchapter S corporation elections by certain of the Acquired Companies), Xxxxxx shall pay the amount of the deficiency (the "Tangible Net Worth Adjustment") within ten (10) business days of the determination of the Tangible Net Worth Adjustment.
Sample 1
Tangible Net Worth Adjustment. The Closing Cash Payment shall be subject to adjustment, if necessary, pursuant to the procedures set forth in this Section 3.6.
Sample 1
Tangible Net Worth Adjustment. (a) The Stockholders’ Representative shall cause to be prepared a schedule of Tangible Net Worth (as defined below) (the “Tangible Net Worth Schedule”), determined in accordance with the accounting methodologies set forth on Schedule 1.13(a). The Stockholders’ Representative shall deliver the Tangible Net Worth Schedule to Buyer within ninety (90) days after the Closing Date. Buyer shall review the Tangible Net Worth Schedule and, in connection therewith, Buyer and its accountants shall be entitled to review the Stockholders’ Representative’s working papers, trial balances and similar materials relating to the Stockholders’ Representative’s preparation of the Tangible Net Worth Schedule. The Tangible Net Worth Schedule shall be deemed final (the “Final Tangible Net Worth Schedule”) upon the earliest of (i) the date on which Buyer and the Stockholders’ Representative agree that the Tangible Net Worth Schedule is final, (ii) if Buyer has not earlier notified the Stockholders’ Representative, in writing, of a dispute in amounts shown on the Tangible Net Worth Schedule (a “Notice of Dispute”), the twenty fifth (25th) business day after delivery of the Tangible Net Worth Schedule by the Stockholders’ Representative to Buyer, or (iii) the date on which any disputes relating to the Tangible Net Worth Schedule are resolved, as described in this Section 1.13. The Tangible Net Worth, determined by reference to the Final Tangible Net Worth Schedule, is referred to herein as the “Closing Date Tangible Net Worth”. For purposes of this Section 1.13, “Tangible Net Worth” shall mean the excess of OSI’s total assets (other than OSI’s intangible assets), including cash (for clarification, other than the Escrow Amount), prepaid expenses, Accounts Receivable, fixed and other tangible assets as of the Closing Date (calculated immediately following any payment made pursuant to Section 1.13(f)) over OSI’s total liabilities (other than Notes Payable and Balance Sheet Environmental Liabilities and mandatorily redeemable preferred stock) including accrued expenses and accounts payable, as of the Closing Date, determined in accordance with GAAP consistently applied; provided, however, that (i) all OSI fees, costs, payments, and expenses for advisors, brokers, lawyers, accountants and other professionals, and payments due to employees that arise solely as a result of a change of control, in each case, incurred, or to be incurred, in connection with the transactions contemplated by th...
Sample 1
AutoNDA by SimpleDocs
Tangible Net Worth Adjustment. The "TNW Adjustment" shall be ----------------------------- equal to the amount, if any, by which the Actual TNW (as defined below) is less than the Minimum TNW (as defined below). The "Actual TNW" shall equal the combined stockholders' equity of Gen-X Holdings and Gen-X Equipment as of the Closing Date, as reflected on the Closing Date Balance Sheets, minus the book value of the good will of Gen-X Holdings and Gen-X Equipment as of the Closing Date, as reflected on the Closing Date Balance Sheets. The "Minimum TNW" shall be equal to a deficit of One Hundred Thousand Dollars ($100,000).
Sample 1
Tangible Net Worth Adjustment 
Sample 1Sample 2Sample 3

Related to Tangible Net Worth Adjustment

  • Adjusted Tangible Net Worth On the Effective Date, Seller’s Adjusted Tangible Net Worth is not less than the amount set forth in Section 2.1 of the Pricing Side Letter.

  • Tangible Net Worth The Seller will not permit its tangible net worth, at any time, to be less than $10,000,000.

  • Minimum Tangible Net Worth The Parent and the Borrower shall not permit Tangible Net Worth at any time to be less than (i) $731,508,263 plus (ii) 75% of the Net Proceeds of all Equity Issuances effected at any time after the Agreement by the Parent, the Borrower or any of the Subsidiaries of the Parent to any Person other than the Parent, the Borrower or any of the Subsidiaries of the Parent.

  • Consolidated Tangible Net Worth The net worth of Seller and its consolidated subsidiaries, on a combined basis, determined in accordance with GAAP, minus (ii) all intangibles determined in accordance with GAAP (including goodwill, capitalized financing costs and capitalized administration costs but excluding originated and purchased mortgage servicing rights or retained residual securities) and any and all advances to, investments in and receivables held from affiliates; provided, however, that the non-cash effect (gain or loss) of any xxxx-to-market adjustments made directly to stockholders’ equity for fluctuation of the value of financial instruments as mandated under the Statement of Financial Accounting Standards No. 133 (or any successor statement) shall be excluded from the calculation of Consolidated Tangible Net Worth.

  • Minimum Consolidated Tangible Net Worth Borrower shall not permit Consolidated Tangible Net Worth to be less than $600,000,000 plus eighty-five percent (85%) of the Net Proceeds of any Equity Issuance received after the Agreement Execution Date.

  • Net Working Capital Adjustment (a) Within sixty (60) days after the Closing Date, Purchaser shall prepare and deliver to Seller a statement (the “Closing Statement”) calculating the Net Working Capital as of immediately prior to the Effective Time (the “Closing Net Working Capital”) as well as the adjustments to Transaction Consideration which shall be made pursuant to this Section 1.6, together with all underlying documentation supporting such calculations. Seller shall reasonably cooperate with Purchaser in its preparation of the Closing Statement. (b) During the sixty (60) days immediately following delivery of the Closing Statement, Seller and its professional representatives shall be entitled to review the Closing Statement and any working papers, financial records, trial balances and similar materials relating to the Closing Statement prepared by the Purchaser or by Persons retained by it, and Purchaser shall provide Seller with reasonable access to work papers of Purchaser’s accountants relating thereto, and Purchaser shall make reasonably available the individuals in its and its Affiliates’ employ as well as representatives of its accountants responsible for and knowledgeable about the information used in, and the preparation of the Closing Statement, to respond to the reasonable inquiries of, or requests for information by Seller, during normal business hours. If Seller disputes any amounts as shown on the Closing Statement, Seller shall deliver to Purchaser within thirty (30) days after receipt of the Closing Statement a notice (the “Dispute Notice”) setting forth Seller’s calculation of Closing Net Working Capital and describing in reasonable detail the basis (including for each component, the difference and the amount thereof and reasons therefor) for the determination of such different amount. If Seller does not deliver a Dispute Notice to Purchaser within such thirty (30) day period, the Closing Statement (and the determination of Closing Net Working Capital therein) prepared and delivered by Purchaser shall be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Any such disputes shall be limited to assertions that the Closing Statement (and the determination of Closing Net Working Capital therein) was not calculated in accordance with the terms of this Section 1.6. Any component not disputed in the Dispute Notice shall be treated as final and binding. Purchaser and Seller shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Seller has given the Dispute Notice. If Purchaser and Seller resolve such differences, the Closing Statement and Closing Net Working Capital agreed to by Purchaser and Seller shall be deemed to be the Final Closing Statement and Final Closing Net Working Capital. If Purchaser and Seller do not reach a final resolution on the Closing Statement and Closing Net Working Capital within thirty (30) days after Seller has delivered the Dispute Notice, unless Purchaser and Seller mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences with respect to the adjustment under this Section 1.6 pursuant to an engagement agreement among Purchaser, Seller, and the Neutral Accountant (which Purchaser and Seller agree to execute promptly), in the manner provided below. The Neutral Accountant shall have full authority to decide all of the issues or matters relating to the adjustments under this Section 1.6 (it being understood that in making such determination, the Neutral Accountant shall be functioning as an expert and not as an arbitrator), but shall only decide the specific components under dispute in the Dispute Notice (the “Disputed Items”), strictly in accordance with the terms of this Agreement. Purchaser and Seller shall each be entitled to make a presentation to the Neutral Accountant at which the other shall be entitled to be present and participate, pursuant to procedures to be agreed to among Purchaser, Seller, and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement (and the determination of Closing Net Working Capital therein); and Purchaser and Seller shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between them and determine the amounts to be set forth on the Closing Statement (and the determination of Closing Net Working Capital therein) within twenty (20) days after the engagement of the Neutral Accountant. Each of Purchaser and Seller, as a condition precedent to making a presentation to the Neutral Accountant and having the Neutral Accountant review its calculations, shall provide reasonable advance access to the other Party with respect to such materials and reasonably cooperate with the other Party in its review and analysis thereof. The Neutral Accountant’s determination shall be based solely on such presentations of Purchaser and Seller (i.e., not on independent review) and on the definitions and other terms included in this Agreement. The Closing Statement (and determination of Closing Net Working Capital therein) determined by the Neutral Accountant shall be deemed to be the Final Closing Statement and Final Closing Net Working Capital. Such determination by the Neutral Accountant shall be conclusive and binding upon the Parties, absent fraud or manifest error. The fees, costs and expenses of the Neutral Accountant shall be allocated to and borne by Purchaser and Seller based on the inverse of the percentage that the Neutral Accountant’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Neutral Accountant. Nothing in this Section 1.6(b) shall be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement, except for the resolution of differences between Purchaser and Seller regarding the determination of the Final Closing Statement (and Final Closing Net Working Capital calculation therein), it being expressly acknowledged and agreed that the Neutral Accountant shall have authority to resolve only matters of an accounting nature and shall not have authority to resolve any disputes of a legal nature (with any dispute as to whether a matter is of an accounting or legal nature to be resolved by the Neutral Accountant); or (ii) resolve any such differences by making an adjustment to any component of the Closing Statement and (Closing Net Working Capital calculation therein) that is outside of the range defined by amounts as finally proposed by Purchaser and Seller. (c) Promptly, but no later than ten (10) Business Days after the final determination thereof, if the Final Closing Net Working Capital set forth in the Final Closing Statement: (i) exceeds the Target Net Working Capital Range Maximum (taking into consideration any adjustments to the Closing Cash Consideration by reason of the Estimated Net Working Capital calculation as set forth in Section 1.5(b)), Purchaser shall pay such excess amount to Seller; or (ii) is less than the Target Net Working Capital Range Minimum (taking into consideration any adjustments to the Closing Cash Consideration by reason of the Estimated Net Working Capital calculation as set forth in Section 1.5(b)), Seller shall pay such shortfall amount to Purchaser. To the extent the amount paid by Seller is less than such shortfall, Purchaser may, in Purchaser’s sole discretion, collect such amount from the Escrow Account. Any payments made pursuant to this Section 1.6 shall be treated as an adjustment to the Transaction Consideration by the Parties. The Parties acknowledge that the limitations on indemnification set forth in Article VI are inapplicable to the adjustments to be made under this Section 1.6.

  • Minimum Consolidated Net Worth The Borrower will not permit its Consolidated Net Worth at any time to be less than the sum of (i) $250,000,000 plus (ii) thirty percent (30%) of the sum of the Consolidated Net Income of the Borrower (with any consolidated net loss during any fiscal quarter counting as zero) for each fiscal quarter of the Borrower commencing with the fiscal quarter of the Borrower ending June 30, 1997.

  • Year-End Adjustment If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the amount of the investment advisory fees waived or reduced and other payments remitted by the Adviser to the Fund or Funds with respect to the previous fiscal year shall equal the Excess Amount.

  • Cost of Living Adjustment For each year following the Initial Term, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent as previously provided in the Initial Term, the total fee for all services shall equal the fee that would be charged for the same services based on a fee rate (as reflected in a fee rate schedule) increased by the percentage increase for the twelve-month period of such previous calendar year of the CPI-W (defined below) or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to both parties. As used herein, “CPI-W” shall mean the Consumer Price Index for Urban Wage Earners and Clerical Workers (Area: Boston-Brockton-Nashua, MA-NH-ME-CT; Base Period: 1982-84=100), as published by the United States Department of Labor, Bureau of Labor Statistics.

  • Maintenance of Tangible Net Worth The Borrower shall maintain during each Fiscal Quarter a Tangible Net Worth of not less than the Minimum Tangible Net Worth.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!