Net Adjustment. The Net Adjustment shall be the sum of the adjustment amounts described in Sections 3.3 and 3.4 (Title Defects), Section 8.5 (Gas Imbalances), Section 8.6 (Disapproved Operations), Section 8.8 (Working Capital) and Section 9.5 (Environmental Defects).
Net Adjustment. As used herein, “Net Adjustment” shall be an amount equal to the sum of the following amounts, all as finally determined in accordance with this Section 3.6:
Net Adjustment. (a) At least two Business Days prior to the Closing Date, Seller shall deliver to Purchaser a statement (the "Estimated Assumed Current Assets Statement") of the estimated Assumed Current Assets of the Business as of the Closing Date (the "Estimated Assumed Current Assets"). As used herein, "Assumed Current Assets" shall be equal to the sum of Seller's net Inventory (valued at cost on a FIFO basis) and cash on hand in the Seller's restaurants on the Closing Date. The Purchase Price payable pursuant to Section 1.3.1 hereof shall be increased or decreased dollar for dollar by the amount of the difference between the Estimated Assumed Current Assets and base amount set forth on Schedule 1.3.3(a). On the Closing Date, Seller shall take a complete physical count of the Inventory of the Business and Purchaser or its representatives shall be permitted to observe such physical count being taken. Set forth on Schedules 1.4.1(a)(ii) and (iii) (collectively the "Liabilities Schedules") are the estimated liabilities of Seller for gift certificates and accrued vacations as of the Closing Date (the "Estimated Assumed Closing Date Liabilities"). To the extent the aggregate liabilities for gift certificates and accrued vacations as of the Closing Date (the "Assumed Closing Date Liabilities") are different from those set forth on the Liabilities Schedules, the Purchase Price payable pursuant to Section 1.3.1 shall be increased or decreased dollar for dollar by the amount of such difference. Within fifteen (15) days after the Closing Date, Seller shall deliver to Purchaser a statement (the "Assumed Closing Statement") indicating the actual Assumed Current Assets as of the Closing Date (the "Closing Assumed Current Assets") and the actual Assumed Closing Date Liabilities. Purchaser and its representatives shall have the right to review all work papers, data, programs and procedures used to prepare the Assumed Closing Statement and shall have the right to perform any other reasonable procedures necessary to verify the accuracy thereof. Each Party shall bear its own expenses incurred in connection with the above procedures.
Net Adjustment. The Net Adjustment will be calculated by taking the positive or negative number from the Working Capital Adjustment section plus the Property and Equipment Adjustment number from the Property and Equipment Adjustment section, plus the Cell Robotics Adjustment number from the Cell Robotics Adjustment section. The resulting number, if positive, will be due to Chronimed from MEDgenesis. The resulting number, if negative, will be due to MEDgenesis from Chronimed. This number will then be recorded on the respective balance sheets of Chronimed and MEDgenesis but will not affect the working capital calculations proposed in the Working Capital Adjustment section. By: /s/ Xxxxx X. Xxxxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxx Its: Chairman & CEO Its: Chairman & CEO
Net Adjustment. Unless Sellers notify Buyer within thirty (30) days following receipt of the Estimated Net Adjustment of any objections to the calculation of the Estimated Net Adjustment, then the Estimated Net Adjustment shall become final and binding upon the parties for purposes of this Section 2.5.
Net Adjustment. The Base Price will be adjusted upward or downward at Closing by the net amount of the following described items (the “Net Adjustment”): (i) downward by the sum of the adjustment amounts described in Sections 3.4 (Title Defects); (ii) upward or downward by the net adjustment amount described in Section 7.6 (Operations Subsequent to the Effective Time); (iii) downward by the sum described in Section 7.7 (Suspense Revenues); and (iv) downward by sum of the adjustment amounts described in Section 8.5 (Environmental Defects)..
Net Adjustment. The Net Adjustment shall be (i) the aggregate amount of the indebtedness of the Company and of the Sellers (to the extent secured by the Shares) outstanding as of the Closing Date (including principal, accrued interest, lender fees, expenses and other amounts payable in connection with said indebtedness, the "Outstanding Indebtedness") under the credit facilities and loan agreements described in Schedule 2.3, which Outstanding Indebtedness will be paid by Buyer at the Closing, plus (ii) the sum of the adjustment amounts described in Section 3.4 (Title Defects), plus (iii) the Preferred Stock Redemption Adjustment (as described in Section 7.6), if applicable, plus (iv) the Gas Supply Adjustment (as defined in Section 7.8), if applicable, plus or minus, as the case may be, (v) the adjustment described in Section 8.4 (Gas Imbalances), minus (vi) the adjustment described in Section 8.5 (Approved Capital Expenditures), plus or minus, as the case may be, (vii) the Working Capital Adjustment (as defined in Section 8.6), and plus (viii) the sum of the adjustment amounts described in Section 9.5 (Environmental Defects).
Net Adjustment. (i) Purchaser shall within 90 days after the Closing Date, prepare (or cause to be prepared) and deliver to Xxxxxx’x a balance sheet of Newco as of the Closing Date (the “Closing Financial Statement”). The Closing Financial Statement shall be prepared in a manner consistent with the preparation of the Financial Statements, and Xxxxxx’x shall provide Purchaser with access to all copies of all work papers and other relevant documents necessary to accurately prepare the Closing Financial Statement.
Net Adjustment. Upon completing the adjustments set forth above, the net credit (or debit) which would otherwise be payable to (or payable from) Purchaser shall be reflected as a credit (or debit) against the Purchaser Price, as the case may be. In this connection, it is understood that, although final adjustment will be made between Purchaser and Seller wherever possible, certain items of income and/or expense may not be available for adjustment and/or may only be estimated at Closing. In all such instances, final adjustment shall be made as soon as possible and in any event within one hundred twenty (120) days following the Closing, and Seller and Purchaser agree to cooperate with each other, reasonably and in good faith, as shall be necessary to finalize any post-closing adjustment.
Net Adjustment
