Tangible Net Worth Adjustment Clause Samples
Tangible Net Worth Adjustment. (i) Not later than ten (10) Business Days before the Initial Closing Date, Permal will cause to be prepared and delivered to Buyer Permal’s good faith estimate of (A) a consolidated balance sheet of Permal as of the Initial Closing Date prepared in accordance with the accounting principles set forth in Schedule 2.14(c)(i) (the “Applicable Accounting Principles”) and (B) a statement based on such Closing Date Balance Sheet setting forth in detail a calculation of the Closing Date Tangible Net Worth (the “Estimated Closing Date Tangible Net Worth”). The determination of the Estimated Closing Date Tangible Net Worth will be binding on the Sellers and Buyer for purposes of this Section 2.14(c) and will be used to determine the amount of the Initial Closing Consideration payable to the Sellers at the Initial Closing. If the Estimated Closing Date Tangible Net Worth is greater than one hundred million dollars ($100,000,000) (the “Target Tangible Net Worth”), then the amount of the Initial Closing Consideration paid by Buyer to the Sellers at the Initial Closing will be increased by the amount of such excess. If the Estimated Closing Date Tangible Net Worth is less than Target Tangible Net Worth, then the amount of the Initial Closing Consideration paid by Buyer to the Sellers at the Initial Closing will be decreased by the amount of such deficit.
(ii) As promptly as practicable, but not later than ninety (90) days after the Initial Closing Date, Permal will cause to be prepared and delivered to the Management Representative and Parent (A) a consolidated balance sheet (the “Closing Date Balance Sheet”) of Permal as of the Initial Closing Date prepared in accordance with the accounting principles set forth in the Applicable Accounting Principles and (B) a statement based on such Closing Date Balance Sheet setting forth in detail a calculation of the Closing Date Tangible Net Worth.
(iii) Subject to clause (iv) of this Section 2.14(c), the Closing Date Balance Sheet delivered by Permal to the Management Representative and Parent shall be final, binding and conclusive on the parties hereto.
(iv) The Management Representative and Parent may dispute any amounts reflected on the Closing Date Balance Sheet to the extent the net effect of such disputed amounts in the aggregate would affect the Initial Closing Consideration, but only on the basis that the amounts reflected on the Closing Date Balance Sheet were not arrived at in a manner consistent with GAAP and prepared ...
Tangible Net Worth Adjustment. If the Tangible Net Worth is a positive number, the purchase price payable to the holders of Company Common Stock, the holders of Preferred Stock and holders of ITI Options pursuant to Section 2.2.3(ii) in the aggregate shall be $1,802,464.50 (the "Net Worth Amount"). If the Tangible Net Worth is a negative number, the Net Worth Amount will be reduced by the amount of such negative Tangible Net Worth (as so adjusted, the "Adjusted Net Worth Amount"). The Net Worth Amount or the Adjusted Net Worth Amount, whichever is applicable, divided by 343,640.32 (is referred to herein as the "Reconciled Purchase Price").
Tangible Net Worth Adjustment. Within five days following ----------------------------- the date on which the Closing Net Worth is determined pursuant to Sections 2.04 through 2.12 below, Buyer shall pay to Seller the amount by which the Closing Net Worth exceeds U.S. $1,500,000, or Seller shall pay to Buyer the amount by which the Closing Net Worth is less than U.S. $1,300,000, as the case may be, in either case in U.S. dollars plus interest on such amount at the rate of 6% per annum calculated on a per diem basis from the Closing Date to the payment date (the "Adjustment Payment"). In the event that the Closing Net Worth is determined to be between U.S. $1,500,000 and U.S. $1,300,000 (inclusive), there shall be no Adjustment Payment.
Tangible Net Worth Adjustment. Seller agrees that the Tangible Net Worth of the Company at the time of the Closing shall be no less than $2,500,000 as determined in accordance with GAAP consistently applied (the "Minimum Tangible Net Worth"). For purposes of the Closing, the Tangible Net Worth of the Company will be deemed to be as set forth on the November Balance Sheet. At the Closing, the cash portion of the Purchase Price shall be increased or decreased by the amount by which the Tangible Net Worth as shown on the November Balance Sheet is greater than or less than $2,500,000. Within 30 days following final determination of the Closing Balance Sheet pursuant to Section 3.6 Buyer or Sellers shall pay in cash to the other party the amount by which the Tangible Net Worth as shown on the Closing Balance Sheet is greater than or less than the Tangible Net Worth shown on the November Balance Sheet.
Tangible Net Worth Adjustment. (i) On the latest of (i) ninety (90) days after the Closing Date, (ii) forty-five (45) days after the Second Closing Date, or (iii) ten (10) days after delivery to EFI of the 1999 audited financial statements of EFI, EFI shall deliver to Kins▇▇ ▇ ▇ertificate (the "TNW Certificate") setting forth the Tangible Net Worth, as calculated by EFI's independent auditors pursuant to agreed upon procedures to be performed at the request of EFI. If, within ten (10) business days of receiving the TNW Certificate, Kins▇▇ ▇▇▇ a good faith dispute about the calculation, Kins▇▇ ▇▇▇ll so notify EFI within the ten business day period and shall have the right to have a nationally recognized accounting firm calculate the Tangible Net Worth, at Kins▇▇'▇ ▇▇▇ense. Kins▇▇'▇ ▇▇▇ounting firm shall deliver its calculation to EFI within forty-five (45) days of Kins▇▇'▇ ▇▇▇ice to EFI. Unless, within ten (10) business days of receiving Kins▇▇'▇ ▇▇▇ounting firm's calculation, EFI notifies Kins▇▇ ▇▇▇t it concurs with such calculation, EFI and Kins▇▇ ▇▇▇ll select a mutually acceptable nationally recognized accounting firm to calculate the Tangible Net Worth, whose calculation shall be made within ninety (90) days of its selection and shall be final and binding upon EFI and Kins▇▇ ▇▇▇ whose expenses shall be shared equally between EFI and Kins▇▇. ▇▇I shall provide Kins▇▇, ▇▇th access to such financial records as are reasonably necessary to calculate the Tangible Net Worth. If the Tangible Net Worth (as finally calculated) is less than the sum of (x) the Tangible Net Worth of the Acquired Companies as of December 31, 1998, as reflected on the Annual Financial Statements plus (y) 100% of the Acquired Companies' after-tax earnings for 1999 as of the date immediately prior to the Closing Date using GAAP (which after-tax earnings shall be calculated by expensing the $9,395,000 charge to operations associated with the recording of a deferred tax liability as of January 1, 1999, to reflect the revocation of
Tangible Net Worth Adjustment. The "TNW Adjustment" shall be ----------------------------- equal to the amount, if any, by which the Actual TNW (as defined below) is less than the Minimum TNW (as defined below). The "Actual TNW" shall equal the combined stockholders' equity of Gen-X Holdings and Gen-X Equipment as of the Closing Date, as reflected on the Closing Date Balance Sheets, minus the book value of the good will of Gen-X Holdings and Gen-X Equipment as of the Closing Date, as reflected on the Closing Date Balance Sheets. The "Minimum TNW" shall be equal to a deficit of One Hundred Thousand Dollars ($100,000).
Tangible Net Worth Adjustment. The Closing Cash Payment shall be subject to adjustment, if necessary, pursuant to the procedures set forth in this Section 3.6.
Tangible Net Worth Adjustment. (a) As soon as reasonably possible after the Closing Date (but not later than 90 days thereafter), Buyer shall prepare or cause to be prepared, and deliver to Seller an unaudited proforma balance sheet of the Office Products Business as at the Closing Date, which shall be certified by the Chief Financial Officer of Buyer (the "Proforma Balance Sheet"). The Proforma Balance Sheet shall include the tangible net worth of the Office Products Business on the Closing Date based on the Proforma Balance Sheet (the "Tangible Net Worth"). The Proforma Balance Sheet shall be based solely on the books and records of the Office Products Business, which shall be delivered to Buyer at the Closing, and any other books and records used in the preparation of the proforma balance sheet as at December 31, 1996 referenced in Section 3.1(h) hereof. The Proforma Balance Sheet shall be prepared in the same manner as was used by Seller in preparing the unaudited proforma balance sheet as at December 31, 1996, in accordance with Section 3.1(h) hereof. As soon as practicable (but not more than five business days) after the date on which the Final Balance Sheet (as defined in Section 4.22(d) hereof) shall have been determined in accordance with this Section 4.22, Seller shall pay to Buyer in immediately available funds the amount, if any, by which the Tangible Net Worth as at the Closing Date as reflected in the Final Balance Sheet is less than $78,000,000, which shall constitute an immediate adjustment of the Stock and Asset Purchase Price in such amount.
(b) Seller, upon receipt of the Proforma Balance Sheet, shall (i) review the Proforma Balance Sheet and (ii) to the extent Seller may deem necessary, make reasonable inquiry of Buyer relating to the preparation of the Proforma Balance Sheet. Seller and its employees and advisors shall have full access upon prior written notice and during normal business hours to the books, papers and records of the Office Products Business. The Proforma Balance Sheet shall be binding and conclusive upon, and deemed accepted by, Seller unless Seller shall have notified Buyer in writing of any objections thereto and a detailed description of the basis therefor (the "Seller's Objection") within 20 days after receipt of the Proforma Balance Sheet.
(c) In the event of a Seller's Objection, Buyer shall have 10 days to review and respond to the Seller's Objection, and Sell▇▇ ▇▇▇ Buyer shall attempt to resolve the differences underlying the Seller's Object...
Tangible Net Worth Adjustment