Adjusted Balance Sheet definition

Adjusted Balance Sheet has the meaning specified in Section 5.5. ---------------------- -----------

Adjusted Balance Sheet has the meaning set forth in Section 4.2(d).

Adjusted Balance Sheet means the balance sheet of the Company as finally agreed upon by the parties thereto in accordance with the Stock Purchase Agreement. The Purchase Price Premium shall be reduced by the excess of replacement cost over the greater of net book value or sale value for any and all assets on the Adjusted Balance Sheet which are the subject of a transaction with Compost America Holding Company, Inc. or any of its Affiliates after the Closing Date. Adjustments will be made to EBITDA to give effect to market rates of return on assets for all Affiliate transactions by and between the Company and Compost America Holding Company, Inc. or any of its Affiliates. The following is an example of the calculation of the Purchase Price Premium: Contract Purchase Price $33,000,000 Assets on Closing Balance Sheet: -------------------------------- Cash $ 750,000 Accounts Receivable 2,000,000 Prepaid Expenses 500,000 Fixed Assets, Net 4,000,000 ----------- Total Assets on Closing Balance Sheet 7,250,000 ----------- Purchase Price Premium $25,750,000 ----------- ----------- Average Assets: ---------------- June 30,1997 April 30, 1998 ------------ -------------- Total Assets on Balance Sheet $ 7,250,000 $10,000,000 Purchase Price Adjustment 25,750,000 24,677,083 ------------ -------------- Total Adjusted Assets $33,000,000 $34,677,083 ------------ -------------- ------------ -------------- Beginning Adjusted Assets $33,000,000 Final Adjusted Assets 34,677,083 ------------ Subtotal 67,677,083 ------------ 2 Average Assets $33,838,542 ------------ ------------ Bonus Pool: EBITDA For Period July 1, 1997- April 30, 1998 $6,000,000 ($5,000,000 for 10 months 12/10) Base EBITDA Calculation Average Assets For Period $33,838,542 Base Rate of EBITDA 15.2% Base EBITDA 5,143,458 -------------- Bonus Pool $ 856,542 -------------- -------------- Bonus Calculation: Bonus Pool $856,542 -------- -------- Bonus Calculation: ------------------ X. Xxxxxxxxx (5%) $ 42,827

Examples of Adjusted Balance Sheet in a sentence

• Since the date of the Adjusted Balance Sheet which forms a part of Seller's Adjusted Financial Statements, Seller has operated only in the ordinary course, consistent with past practice, and there has not been any material adverse change, or any event, fact or circumstance which might reasonably be expected to result in a material adverse change, in the assets, liabilities, operating performance, business relationships, or prospects of the Business.

• To the Knowledge of Parent, there are no facts or circumstances generally which would result in a material increase in the uncollectability of accounts receivable of the Companies in excess of the reserves set forth on the Adjusted Balance Sheet.

• Except for the reserve for doubtful accounts reflected on the Adjusted Balance Sheet, all accounts receivable of Seller reflected on the Adjusted Balance Sheet, and as incurred in the normal course of business since the date thereof, represent arm's length sales actually made in the ordinary course of business are collectible in the ordinary course of business.

• Except as set forth in -------------------------- Schedule 5.19 or reflected on the Adjusted Balance Sheet and except for Excluded ------------- Liabilities, as of the Financial Statements Date, none of the Companies was subject to any liability or obligation, whether known or unknown, absolute, contingent, accrued or otherwise, that would be required to be included on a balance sheet prepared in accordance with GAAP which in the aggregate would have a Material Adverse Effect.

• The Closing Balance Sheet and the calculation of the Post-Closing Adjustment Amount relating to TPC shall be prepared in a manner consistent with the preparation of the Pro Forma Adjusted Balance Sheet (subject to, in the case of the Closing Balance Sheet, the exceptions from GAAP relating to the adjustments reflected on the Pro Forma Adjusted Balance Sheet).

More Definitions of Adjusted Balance Sheet

Adjusted Balance Sheet means an unaudited balance sheet of the Company as of the Closing Date;

Adjusted Balance Sheet shall have the meaning ascribed to such term in Section 2.3(b).

Adjusted Balance Sheet has the meaning set forth in Section 2(c) below.

Adjusted Balance Sheet means NSCL's consolidated balance sheet at any time, prepared in accordance with GAAP and adjusted to exclude the assets, liabilities and shareholders' equity of all persons that are not Restricted Parties.

Adjusted Balance Sheet means the unaudited balance sheet of the Company as of May 31, 2009, and attached to the Agreement as part of S chedule 2.6.

Adjusted Balance Sheet means Seller’s balance sheet, as of the Closing Date, prepared (i) by making the adjustments and implementing the valuation methodologies set forth in S chedule 3.1 attached hereto (the “Negotiated Financial Adjustments”) and

Adjusted Balance Sheet means the Ralston balance sheet as of