Net Book Value Adjustment Clause Samples
The Net Book Value Adjustment clause defines how the value of an asset is recalculated based on its book value at a specific point in time, often in the context of a sale, transfer, or buyout. Typically, this involves adjusting the asset's value to reflect depreciation, amortization, or other accounting factors recorded on the company's books, ensuring that the transaction price aligns with the asset's current accounting value rather than its original cost. This clause is essential for ensuring that both parties have a clear, agreed-upon method for valuing assets, thereby reducing disputes and aligning the transaction with standard accounting practices.
Net Book Value Adjustment. (A) Two (2) Business Days prior to the Closing Date, Sellers shall deliver to Purchasers (i) an unaudited balance sheet with respect to the Net Book Value (the "PRE-CLOSING BALANCE SHEET") which shall (1) be as of a date not more than five (5) Business Days prior to the Closing Date, (2) contain the same line item categories as those contained in the form of the balance sheet attached in ANNEX A hereto and the balance sheet dated September 30, 2002 (other than the line item "Investments"), which has been previously provided by Sellers to Purchasers and is attached hereto as SECTION 1.04(C)(I)(A)(I)(2) OF THE DISCLOSURE SCHEDULE (the "SEPTEMBER BALANCE Sheet"), (3) be prepared from the Business Books and Records and in accordance with GAAP, as in effect from time to time, applied on a basis consistent with the Financial Statements, PROVIDED, HOWEVER, that, notwithstanding the foregoing, the Pre-Closing Balance Sheet shall be prepared in accordance with the valuation principles set forth in ANNEX A hereto (together, the "ACCOUNTING PRINCIPLES"), and (4) reflect no write-up of any individual asset of the Business which was included in the Financial Statements and is included in the Pre-Closing Balance Sheet to a book value greater than its book value in the Financial Statements, and (ii) a certificate of Sellers (the "PRE-CLOSING CERTIFICATE") setting forth thereon Sellers' good faith estimate of the Net Book Value as of the Closing Date (the "ESTIMATED NET BOOK VALUE"), which shall be derived from and supported by the Pre-Closing Balance Sheet.
(B) As soon as practicable, and in no event later than 45 days following the Closing Date, Sellers shall prepare and deliver to Purchasers an audited balance sheet of the Net Book Value as of the Closing Date (the "CLOSING DATE BALANCE SHEET"), together with a certificate of Sellers (the "CLOSING DATE CERTIFICATE"), which shall set forth the Net Book Value as of the Closing Date (the "CLOSING DATE NET BOOK VALUE") as derived from and supported by the Closing Date Balance Sheet. Sellers and Purchasers shall split equally the expenses incurred by Sellers in the preparation of the Closing Date Balance Sheet. As part of the preparation of the Closing Date Balance Sheet, Purchasers shall have the right to jointly conduct with Sellers a complete physical inventory of the Business as of the Closing Date and the results thereof shall be reflected in the Closing Date Balance Sheet. The Closing Date Balance Sheet shall (i) cont...
Net Book Value Adjustment. Within thirty (30) days following the Closing Date, Seller shall prepare pursuant to the Accounting Principles and deliver to Buyer a balance sheet as
Net Book Value Adjustment. (a) Within 90 days after the Closing Date, the Territory shall prepare and deliver to BermudaCo a closing statement (the "Closing Statement"), consisting of (i) an unaudited balance sheet fairly presenting the assets and liabilities of Sub as of the Closing Date (as the same may be modified pursuant to this Section 3.2, the "Closing Date Balance Sheet") prepared in accordance with the Balance Sheet Principles (provided that, except as approved by BermudaCo (such approval not to be unreasonably withheld, delayed or conditioned)
(A) the effect of any intercompany or similar write-ups or mark-ups of the book value of inventory or any
Net Book Value Adjustment. (a) The parties acknowledge that the amount of the Merger Consideration is based, in part, on an assumption that the Net Book Value of Empower on the Closing Date (the "Closing Net Book Value") will be approximately $0. In order to assist the parties in calculating the Closing Net Book Value, the Members will prepare and deliver to Intelligroup at Closing an estimated balance sheet for Empower as of the Closing Date (the "Seller's Closing Balance Sheet") and an estimate of the Closing Net Book Value based thereon together with any work papers or other supporting documentation. The Seller's Balance Sheet shall be prepared in accordance with GAAP. For purposes of calculating the Closing Net Book Value, any unbilled time shall be included as an account receivable.
Net Book Value Adjustment. The parties hereto agree that the Estimated Purchase Price shall be adjusted in the event that the Closing Adjusted Net Book Value (as defined below) of the Company shall be either less than or more than the Estimated Purchase Price. In the event the Closing Adjusted Net Book Value shall be less than the Estimated Purchase Price, then the Estimated Purchase Price shall be reduced by the amount by which the Closing Adjusted Net Book Value shall be less than the Estimated Purchase Price. In the event the Closing Adjusted Net Book Value shall be greater than the Estimated Purchase Price, then the Estimated Purchase Price shall be increased by the amount by which the Closing Adjusted Net Book Value shall be greater than the Estimated Purchase Price.
Net Book Value Adjustment. The Share Exchange Consideration shall be adjusted (the "Net Book Value Adjustment") in accordance with this Section 2.6.
Net Book Value Adjustment. The Purchase Price shall be adjusted (the "Net Book Value Adjustment") in accordance with this Section 2.3.
Net Book Value Adjustment. (a) Within 90 days after the Closing Date, the Territory shall prepare and deliver to LuxCo a closing statement (the "Closing Statement"), consisting of (i) an unaudited balance sheet fairly presenting the assets and liabilities of Sub as of the Closing Date (as the same may be modified pursuant to this Section 3.2, the "Closing Date Balance Sheet") prepared in accordance with the Balance Sheet Principles (provided that, except as approved by LuxCo (such approval not to be unreasonably withheld, delayed or conditioned)
(A) the effect of any intercompany or similar write-ups or mark-ups of the book value of inventory or any other assets shall be e▇▇▇▇nated to the extent such write-ups or mark-ups were not in the ordinary course
Net Book Value Adjustment. The Purchase Price shall be reduced (the "NET BOOK VALUE ADJUSTMENT") on a dollar for dollar basis in the event that Net Book Value as computed with reference to the Closing Date Balance Sheet (as defined in SECTION 1.6(b) below) is less than the Net Book Value as computed with reference to the Company's unaudited June 30, 2001 balance sheet attached hereto as SCHEDULE 1.6(a) (the "JUNE 30 BALANCE SHEET"). For purposes hereof, "NET BOOK VALUE" shall mean total balance sheet assets (excluding deferred membership related charges and reductions in cash related to (i) Transaction expenses paid by Company and approved by Buyer and (2) any dividends paid to the holder of the Company Series A Preferred Stock) less total balance sheet liabilities (excluding deferred membership fees and related party obligations and accrued expenses relating to the Transaction), in each case as determined in accordance with GAAP, but will not include
Net Book Value Adjustment