STATEMENT OF NET BOOK VALUE Clause Samples

STATEMENT OF NET BOOK VALUE. The Statement of Net Book Value of Company prepared as of the Effective Time and certified by Vrakas, B▇▇▇ & Co. S. C., Company's independent accountants ("Shareholders' Accountants"), shall be prepared as follows: (i) Shareholders shall prepare and deliver to Buyer, within 60 days following the Closing Date, the Statement of Net Book Value. There shall be attached to the Statement of Net Book Value an annex setting forth in reasonable detail the computation of the adjustment of the final cash purchase price provided for in Section 2.2.(c) and the report of Shareholders' Accountants in the form of Exhibit B, accompanied by a sample format for the Statement of Net Book Value. Shareholders shall cause the Statement of Net Book Value to be audited by Shareholders' Accountants, and the report of such auditors thereon shall be delivered to Buyer within the 60 day period. Shareholders' Accountants will observe a physical inventory of the inventories of the Company as of the close of business on the day immediately preceding the Closing Date. The taking of such inventory shall be observed by Buyer and by Buyer's auditors. (ii) To the extent permitted by generally accepted accounting principles, the assets and liabilities set forth in the Statement of Net Book Value shall be determined using the same accounting methods, policies, principles, practices, and procedures, with consistent classification, judgments, and estimation methodology, as used in determining assets and liabilities included in the Recent Balance Sheet and Company's Audited Financial Statements (as hereinafter defined), provided that (i) any obligation to make payments under any Change In Control Agreements of $385,740 and FF 985,541 or less and (ii) the bank loan in the principal amount of $10,000,000 for the establishment of the F▇▇▇▇▇▇▇▇▇▇▇ Family Foundation shall not be set forth on the Statement of Net Book Value, and further provided that no adjustments for accruals shall be made for the items discussed in Buyer's October 12, 1995 letter contained in Schedule 2.3.(c)(ii). (iii) Shareholders shall afford Buyer (including its employees, auditors, agents, and professional advisors) the opportunity to review and comment upon drafts of the Statement of Net Book Value (and the computation of the purchase price adjustment annexed thereto)prior to the finalization of the same, and Shareholders and Buyer shall attempt in good faith to resolve any disputes with respect to the calculations therein befo...
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STATEMENT OF NET BOOK VALUE. The Net Book Value as of December 31, 1996 has been prepared by Seller and is attached as Schedule 1.32. The Statement of Net Book Value as of the Economic Transfer Date shall be prepared by Seller as follows: (i) Seller shall prepare and deliver to Buyer, within 60 days following the Closing Date, the Statement of Net Book Value as of the Economic Transfer Date. There shall be attached to the Statement of Net Book Value an annex 9 16 setting forth in reasonable detail the computation of the Purchase Price Adjustment in the form of Schedule 1.32 - Attachment 2. Seller's Accountants will observe a physical count of the inventories of Seller as of the close of business on September 30, 1997 and shall roll forward the inventory through the Economic Transfer Date based upon Seller's perpetual inventory records. The taking of such inventory shall be observed by Buyer and by Buyer's auditors in Buyer's sole discretion. (ii) To the extent permitted by GAAP, the assets and liabilities set forth in the Statement of Net Book Value as of the Economic Transfer Date shall be determined using the same accounting methods, policies, principles, practices, and procedures, with consistent classification, judgments, and estimation methodology, as used in determining assets and liabilities included in the Financial Statements. (iii) Seller shall afford Buyer (including its employees, auditors, agents, and professional advisors) the opportunity to review and comment upon drafts of the Statement of Net Book Value as of the Economic Transfer Date (and the computation of the Purchase Price Adjustment annexed thereto) prior to the finalization of the same, and Seller and Buyer shall attempt in good faith to resolve any disputes with respect to the Statement of Net Book Value as of the Economic Transfer Date and the calculations therein before the final statement is rendered. In connection therewith, Seller shall arrange for the work papers of Seller or, if applicable, Seller's Accountants to be made available to Buyer and Buyer's auditors, and they may make inquiries of representatives of Seller and Seller's Accountants to the extent deemed necessary by Buyer. Following Closing, Buyer shall provide employees of Seller, as well as representatives of Seller, access to records of Seller transferred to Buyer to the extent reasonably necessary to enable Seller and Seller's Accountants to prepare and review the Statement of Net Book Value as of the Economic Transfer Date. (iv) The State...
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