Balance Sheet Adjustments definition

Balance Sheet Adjustments means the adjustments in the purchase price in accordance with the provisions of Section 1.4(a) hereof.

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Balance Sheet Adjustments is defined in Section 2.3(b).

Balance Sheet Adjustments means the following ------------------------- adjustments to be made to the financial statements of the Division: (i) all inventory shall be accounted for on the FIFO method, (ii) the real property owned by the Seller and located in Philadelphia, Pennsylvania shall be written- up to its appraised value to be determined and currently estimated at $575,000, (iii) no goodwill shall be included in the assets of the Seller, except for $500,000 of goodwill with respect to the value of "Poolsaver", (iv) the gunite rigs and related vehicles owned by the Seller shall be valued in the aggregate at $368,000, and (v) all warranty accruals shall be prepared on a basis consistent with past practices (or on a basis no less conservative than past practices) and shall equal or exceed the sum of $250,000 and the aggregate amount of all payments, obligations, or other liabilities which are required to satisfy warranty claims known to the Seller as of the date of such financial statements.

Examples of Balance Sheet Adjustments in a sentence

Buyer shall prepare in good faith within such ninety (90) day period the working capital of the Company as of the Closing Date (the “Post-Closing Date Working Capital”) based on the Post-Closing Date Balance Sheet, as adjusted by the Quadrem Balance Sheet Adjustments.
The Pre-Closing Balance Sheet was prepared in accordance with GAAP applied on a basis consistent with the Annual Balance Sheet (to the extent that GAAP was applied properly), as adjusted to take into account the Closing Balance Sheet Adjustments, and was certified by the Company's Chief Executive Officer or Chief Financial Officer.
As of December 31, 1995, ------- neither the Seller nor the Division had any liabilities (which were, with respect to the Division and the Seller, incurred in connection with the business of the Division), absolute, contingent or otherwise, required by GAAP to be reflected, and which were not so reflected, in the December 31, 1995 Balance Sheet except for the Excluded Liabilities and any liabilities excluded by the Balance Sheet Adjustments and the items set forth on Schedule 3.03(a).
The Cash Purchase Price (and the Purchase Price) shall be adjusted and reduced by the aggregate amount of the Balance Sheet Adjustments set forth in clauses (i) and (ii) of Section 2.3(b) (the "Purchase Price Adjustment") and specified in the OAO Certificate.
The Seller acknowledges that Buyer shall be entitled to indemnification pursuant to Article IX for the aggregate of accounts receivable reflected in the Final Closing Date Balance Sheet as adjusted for the Quadrem Balance Sheet Adjustments, net of the reserves thereto, that have not been collected by Buyer within 180 days after the Closing.
The Closing Balance Sheet shall be prepared according to GAAP, applied on a basis consistent with the policies and practices used to create the December 31, 2003 Balance Sheet; provided, however that the Balance Sheet Adjustments as finally established will be reflected in Closing Balance Sheet even if not in accordance with GAAP.
Deloitte & Touche LLP ("Deloitte"), independent public accountants for OAOT, shall audit the Closing Balance Sheet, including, in the course of the audit, the verification by Deloitte of the Balance Sheet Adjustments, and shall deliver the audited Closing Balance Sheet to the parties within 45 days of the Closing.
If the Contingent Value Representative shall not agree with the computation of Adjusted Net Equity, or if such parties shall not be able to agree on the amount of the Consensual Balance Sheet Adjustments, then such parties shall submit to binding arbitration pursuant to the procedures set forth in Section 5.4 hereof the computation of Adjusted Net Equity or the amount of Consensual Balance Sheet Adjustments, as applicable.
The Contingent Value Representative shall agree on the Consensual Balance Sheet Adjustments no later than two (2) days prior to the due date of the Closing Date Balance Sheet.
Set forth on Exhibit E is a sample calculation of the Balance Sheet Adjustments and Permitted Payment Amount as of September 30, 2010.

More Definitions of Balance Sheet Adjustments

Balance Sheet Adjustments shall have the meaning set forth under the definition of Closing Date Net Worth Statement, below.

Balance Sheet Adjustments means the adjustments to the balance sheet listed below: (i) elimination of cash, deferred income taxes, investments, officer's life insurance, intangible asset - pension plans, income taxes payable, all notes payable (including the bank note payable), pension liability, common stock, additional paid in capital, retained earnings, pension liability adjustment and intercompany Receivables and accounts payable between either Aerospace or Titanium and Dann▇ ▇▇▇p., a Connecticut corporation and a wholly-owned subsidiary of Aerospace; (ii) increase in Receivables by the allowance for doubtful accounts and the reserve for sales adjustments; (iii) increase or decrease, as applicable, in inventory due to the change in inventory valuation method from LIFO to FIFO; and (iv) decrease in (a) property, plant and equipment by the net book value of real estate and (b) prepaid items by the amount of all prepaid insurance premiums which will not accrue to the benefit of the Buyer.

Balance Sheet Adjustments means adjustments that reflect (unless already reflected in the Projected Closing Balance Sheet and the Closing Balance Sheet), as applicable) (i) the acquisition by ▇▇▇▇▇▇▇▇ of all of the outstanding stock of ▇▇▇▇▇▇▇▇ UK Ltd., (ii) collection by ▇▇▇▇▇▇▇▇ of all Stockholder notes receivable, (iii) all expenses associated with the repurchase of all stock valuation rights and options, (iv) a Net Tax Liability of $200,000, irrespective of any different actual liability, (v) accrual of all Liabilities for accrued vacation and personal time carried over as described in Section 4.21.1(vii), (vi) accrual of Liabilities under all self insured health programs, (vii) accrual of Liabilities under the ▇▇▇▇▇▇▇▇ Senior Research Executive Compensation Plan, the ▇▇▇▇▇▇▇▇ Staff Incentive Plan, the Team Leader Incentive Plan, Executive Nucleus Committee bonus arrangements, and U.K. bonus arrangements related to periods prior the Closing Date, (viii) the Liability as of the Closing Date that would be associated with termination of the interest rate swap related to ▇▇▇▇▇▇▇▇'▇ obligations to Sun Trust Bank, and (ix) expenses required to be accrued pursuant to Section 9.1 of this Agreement.

Balance Sheet Adjustments means all of the adjustments set forth on Schedule 1.1(a)(ii).

Balance Sheet Adjustments means the greater of (a) if the accounts receivable of the Company and its Subsidiaries reflected on the Projected Balance Sheet (the “Projected A/R”) are less than an amount equal to net sales of the Company and its Subsidiaries during the most recent trailing twelve calendar month period completed not less than 45 days prior to the Projected Payment Date (the “LTM Sales”) divided by 365 multiplied by 50 (the “Baseline A/R”) then an amount equal to the amount by which the Projected A/R is less than the Baseline A/R, (b) if the accounts payable of the Company and its Subsidiaries reflected on the Projected Balance Sheet (the “Projected Current Payables”) is greater than the LTM Sales divided by 365 and multiplied by 1 (the “Baseline Current Liabilities”) then an amount equal to the amount by which the Projected Current Payables exceeds the Baseline Current Payables, or (c) if the Net Working Capital of the Company and its Subsidiaries reflected on the Projected Balance Sheet (the “Projected NWC”) is less than 11% of LTM Sales (the “Baseline NWC”), then an amount equal to the amount by which the Projected NWC is less than the Baseline NWC.