Net Asset Adjustment Clause Samples
The Net Asset Adjustment clause defines how the value of a company's net assets will be recalculated and adjusted at a specific point, typically in the context of a business sale or merger. This clause outlines the method for determining the net asset value, such as referencing a balance sheet at closing and specifying which assets and liabilities are included or excluded. Its core function is to ensure that the purchase price accurately reflects the true value of the company's assets at closing, thereby protecting both parties from unexpected changes in asset values or liabilities.
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Net Asset Adjustment. (a) If the Closing Date Net Assets (as defined below) are less than the total assets minus the total liabilities set forth on the Pro Forma Balance Sheet, the Sellers shall pay the difference to Purchaser (the "Purchaser Reimbursement"). If the Closing Date Net Assets are greater than the total assets less the total liabilities set forth on the Pro Forma Balance Sheet, Purchaser shall pay the difference to the Sellers, or, at the written request of all of the Sellers, to the Seller Senior Lenders on behalf of and for the account of the Sellers. Any payment under this Section 4.4(a) shall be made in immediately available funds within five (5) Business Days of the date the Closing Date Net Assets are finally determined pursuant to this Section 4.4.
(b) As promptly as practicable following the Closing Date, but in no event more than ninety (90) calendar days following the Closing Date, Purchaser shall prepare and deliver to SunScript Pharmacy a balance sheet setting forth the Transferred Assets and the Assumed Liabilities as of and including the Closing Date, in accordance with clause (f) below.
(c) Unless within thirty (30) calendar days after its receipt of the balance sheet referred to in clause (b) above, SunScript Pharmacy shall deliver to Purchaser a reasonably detailed statement describing its objections to such balance sheet, the amounts determined in accordance with clause (b) shall be final and binding.
(d) If SunScript Pharmacy shall deliver the statement referred to in clause (c) above, Purchaser and each of the Sellers shall use reasonable efforts to resolve any disputes, but if a final resolution is not reached within twenty (20) calendar days after SunScript Pharmacy has submitted its objections, any remaining disputes shall be resolved by Deloitte & Touche LLP (the "Reviewing Accountants"). The Reviewing Accountants shall be instructed to resolve any matters in dispute as promptly as practicable. The determination of the Reviewing Accountants will be final and binding.
(e) Purchaser, on the one hand, and the Sellers, on the other hand, shall each pay its own costs and expenses incurred in connection with the dispute resolution described in clause (d) above; provided that, Purchaser, on the one hand, and the Sellers, on the other hand, shall each pay one-half of the fees and expenses of the Reviewing Accountants. The Sellers and Purchaser shall cooperate with each other and the Reviewing Accountants in connection with the matters contemplated b...
Net Asset Adjustment. (a) For purposes hereof:
Net Asset Adjustment. In calculating the amount of any Loss for which Purchaser or Parent is entitled to indemnification hereunder, the amount of any reserve or other negative provision reflected in the Closing Net Asset Statement related to such Loss shall be deducted.
Net Asset Adjustment. (a) At least three (3) days prior to the Closing, Sellers shall prepare, or cause to be prepared, and deliver to Purchaser the Closing Balance Sheet. The Purchase Price shall be (i) decreased by the amount that the Net Assets in such updated Projected Closing Balance Sheet is less than the Net Assets set forth on the Company’s balance sheet as of December 31, 2006 or (ii) increased by the amount that the Net Assets in such updated Projected Closing Balance Sheet exceeds the Net Assets set forth on the Company’s balance sheet as of December 31, 2006 (the “Closing Adjustment Amount”) provided, however, that any such negative adjustment shall only be made to the extent such amount exceeds Three Hundred Thousand U.S. Dollars (US$300,000), in which case the amount of the negative adjustment would be only the amount in excess of Three Hundred Thousand U.S. Dollars (US$300,000).
(b) As soon as practicable, but in no event more than sixty (60) days, following the Closing, Purchaser shall prepare, or cause to be prepared, and deliver to the Sellers’ Representative the “Final Closing Balance Sheet” of the Company as of the Closing, which shall be prepared in accordance with the Company’s current accounting methods, policies, practices and procedures under the Adjusted Korean GAAP and in the same manner, with consistent classification and estimation methodology, as the Projected Closing Balance Sheet was prepared. Upon completion of the Final Closing Balance Sheet, Purchaser shall derive the Closing Net Asset Value from the Final Closing Balance Sheet, and deliver a statement of such calculation of the Final Adjustment Amount the Closing Net Asset Statement to the Sellers’ Representative. The “Final Adjustment Amount” shall be the amount equal to Closing Net Asset Value minus the Net Assets set forth on the Company’s balance sheet as of December 31, 2006.
Net Asset Adjustment. The Purchase Price shall be subject to -------------------- adjustment after the Closing Date as follows:
(i) Within 45 days following the Closing Date, the Buyer shall prepare a statement of acquired assets and assumed liabilities of the Business as of the Closing Date (the "Closing Statement of Acquired Assets and Assumed ------------------------------------------------ Liabilities") and deliver such Closing Statement of Acquired Assets and Assumed Liabilities to the Company. The Closing Statement of Acquired Assets and Assumed Liabilities shall be prepared in accordance with U.S. generally accepted accounting principles consistently applied ("GAAP") and consistent with the ---- method of preparation of the statement of acquired assets and assumed liabilities required to be delivered pursuant to Sections 2.8 and 6.2 below.
(ii) The Closing Statement of Acquired Assets and Assumed Liabilities delivered pursuant to paragraph (i) above shall be accompanied by a statement setting forth the sum, if any, by which the aggregate net book value of (x) the Assets, minus (y) the Assumed Liabilities, in each case as shown on the Closing Statement of Acquired Assets and Assumed Liabilities (the "Net --- Adjusted Book Value"), is greater than, or less than, the aggregate net book ------------------- value (after deduction of Assumed Liabilities) shown on the statement of acquired assets and assumed liabilities of the Business as of July 31, 1999 referred to in Section 2.8 below for the same categories of assets as are included in Net Adjusted Book Value (the "Net Asset Adjustment"). --------------------
(iii) Immediately upon the expiration of the 15-day period for giving the Dispute Notice (as defined below), if no Dispute Notice is given, or immediately upon the resolution of disputes, if any, pursuant to Section 1.7(d) below, the Purchase Price shall be adjusted as follows: the amount of the Net Asset Adjustment, if positive, shall be added to the Purchase Price and paid promptly by the Buyer to the Company, subject to Section 7.8, and if negative shall be deducted from the Purchase Price and paid promptly by the Company to the Buyer. In either case, payment shall be made in shares of Buyer Common Stock, valued at $27.50 per share (as adjusted proportionately for any stock split or similar recapitalization after the date hereof).
Net Asset Adjustment. 5.1 If the Actual Net Asset Value is less than the Reported Net Asset Value the Purchase Price shall be adjusted in accordance with the following provisions of this Clause 5.
5.2 As soon as reasonably practicable following the date of this Agreement, the Seller shall procure that the Auditors shall be engaged by the Company to conduct an audit of the Locked Box Accounts and determine the Actual Net Asset Value and the amendments (if any) required to be made to the Locked Box Accounts so as to reflect the Actual Net Asset Value. The provisions of Part A of Schedule 14 shall apply. The Seller shall use all reasonable endeavours to procure that the Auditors complete their audit and make their determination as soon as reasonably practicable following the date of this Agreement and in any event within 30 calendar days.
5.3 Once determined by the Auditors, the NAV Shortfall Amount (if any) shall be converted from TL into EUR at the European Central Bank fixing rate published on Reuters page ECBREF at 3pm Central European Time on the date of this Agreement for conversions between such currencies (or if there is no such rate available at such time on such date, that rate at that time on the immediately preceding day for which such rate is available) (such amount in EUR being the NAV Deduction Amount).
5.4 If the Actual Net Asset Value as determined by the Auditors pursuant to Part A of Schedule 14 is greater than or equal to the Reported Net Asset Value, then the NAV Shortfall Amount and NAV Deduction Amount shall be deemed to be zero.
Net Asset Adjustment. If the Net Asset Value as set out in the Completion Balance Sheet is less than £4,590,000 (“deficiency”) or greater than £4,790,000 (“excess”) then, within 10 Business Days of the Completion Balance Sheet being agreed or determined pursuant to Clause 13, the Sellers shall pay to the Buyer an amount equal to such deficiency, or the Buyer shall pay to the Sellers an amount equal to such excess, in each case together with interest accrued daily at a rate of 1 per cent. per annum above the base rate from time to time of The Royal Bank of Scotland plc on the relevant amount from and including the date of Completion to and including the Business Day before the date of actual payment.
Net Asset Adjustment. (a) A&S, in consultation with Parent and the Company, shall prepare and deliver to Parent within 15 days prior to the Closing Date and no later than July 31, 1999, a balance sheet ("Interim Balance Sheet") of A&S as of June 30, 1999 ("Cut-Off Date"), together with a calculation of the amount of any adjustment determined under Section 3.2(b) (the "Adjustment Calculation"). A&S shall prepare the Interim Balance Sheet in accordance with generally accepted accounting principles applied on a consistent basis with the accounting principles applied by A&S in preparation of its year-end 1998 financial statements. Representatives of Parent's accountants shall be entitled to review, following execution of mutually agreed upon confidentiality agreements, the work papers, schedules, memoranda and other documents used in the preparation by A&S of the Interim Balance Sheet and the Adjustment Calculation.
(b) If the value of the A&S Net Assets, as determined in the Interim Balance Sheet, shall be greater than $40,836,000, the Company Dividend (as defined in Section 4.1 below) shall be increased by an amount equal to the difference between such amounts ("Net Asset Increase Adjustment"). In addition, if Parent, based on its representatives' review of the Interim Balance Sheet and Adjustment Calculation, determines that A&S's payment of accounts payable was not conducted in compliance with Section 6.5 such that the value of A&S Net Assets (determined assuming compliance with Section 6.5) differs from the value of A&S Net Assets as reflected in the Interim Balance Sheet, then the parties shall mutually agree upon an equitable adjustment to the calculation of the value of A&S Net Assets for purposes of this Section 3.2(b).
Net Asset Adjustment. Hoechst agrees that if Net Assets are less -------------------- than $229.7 million on the Closing Date, then Hoechst shall pay Dade, within five Business Days after the determination of Net Assets (as set forth in Section 1.6 below), the difference between such amounts. Dade agrees that if Net Assets are greater than $229.7 million on the Closing Date, then Dade shall pay Hoechst, within five Business Days after the determination of Net Assets (as set forth in Section 1.6 below), the difference between such amounts. Any payment made under this Section 1.5 shall be made, together with interest thereon from the Closing Date to the date of payment at the prime rate announced by Bankers Trust Company from time to time (the "Prime Rate"), in immediately ---------- available funds by wire transfer. Exhibit D attached hereto contains certain --------- balance sheet categories set forth on the Latest Balance Sheet (as defined in Section 4.6(a) hereto). As used herein, "Net Assets" means the excess of the ---------- assets of the Business appropriately included within the asset categories set forth under the "To JV" heading (and above the line entitled "Working Capital (for Net Asset Test)") on Exhibit D, less the liabilities of the Business --------- appropriately included within the liability categories set forth under such "To JV" heading (and above the line entitled "Working Capital (for Net Asset Test)") on Exhibit D (other than "Restructuring Costs" and "Income Taxes Payable"), less --------- any long-term liabilities of the Business, determined in each case as of the opening of business on the Closing Date, in United States Dollars at the conversion rates used to prepare the Latest Balance Sheet, on a consolidated basis in accordance with U.S. GAAP and on a basis consistent with the Latest Balance Sheet. Without limiting the generality of the foregoing, Hoechst and Dade agree that the audit procedures, scope of audit and materiality thresholds (with respect to both individual items and cumulative reporting) utilized in the preparation of the Latest Balance Sheet (and as disclosed to Dade's accountants) will be utilized in the determination of Net Assets. In calculating Net Assets, (A) the amount of any liability or other obligation (whether accrued, absolute or contingent, whether known or unknown or whether due or to become due) for which Hoechst is obligated to pay under this Agreement (or under any agreement contemplated by
Net Asset Adjustment. (1) The "Net Asset Adjustment" (which may be a positive or negative number) shall be equal to the amount determined by subtracting (A) the Net Assets (as defined below) of the Seller reflected on the Final Balance Sheet from (B) the Net Assets reflected on the Interim Balance Sheet (as defined below).
(2) The term "Net Assets" shall mean (A)(i) the Seller's total assets reflected on its balance sheet, prepared in accordance with generally accepted accounting principles, less (ii) any and all cash or cash equivalents and less (iii) any and all accounts due or payable from any affiliate of the Seller (including, without limitation, Ad Art Electronic Sign Corporation and D▇▇ ▇▇▇▇ Industries, Inc.), less (B)(i) the Seller's total liabilities reflected on such balance sheet, prepared in accordance with generally accepted accounting principles, less (ii) any and all liabilities due or payable to any affiliate of the Seller (including, without limitation, Ad Art Electronic Sign Corporation and D▇▇ ▇▇▇▇ Industries, Inc.).