Debt Adjustment. The Base Purchase Price shall be reduced, at Closing, by $1.00 for each $1.00 of Debt reflected on the Company's Closing Balance Sheet (the "Closing Debt Amount"). The Company's Debt shall mean all of the Company's liabilities, including contingent liabilities, except the loans listed on Schedule 2.8(b) attached hereto and Adjusted Current Liabilities, in accordance with GAAP. The Company's Adjusted Current Liabilities shall mean all of the Company's liabilities which would be classified as current liabilities in accordance with GAAP, except current amounts of principal, interest or penalties due and owing:
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Sources: Agreement and Plan of Reorganization (Imagemax Inc), Merger Agreement (Imagemax Inc)
Debt Adjustment. The Base Purchase Price shall be reduced, at Closing, by $1.00 for each $1.00 of Debt reflected on the Company's Closing Balance Sheet that the Company's Debt (as hereinafter defined) exceeds $200,000 on the Closing Date (the "Closing Debt Amount"). The Company's Debt shall mean all of the Company's liabilities, including contingent liabilitiesor otherwise, except the loans listed on Schedule 2.8(b) attached hereto and Adjusted Current Liabilities, in accordance with GAAP. The Company's Adjusted Current Liabilities shall mean all of the Company's liabilities which would be classified as current liabilities in accordance with GAAP, except current amounts of principal, interest or penalties due and owing:
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