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.
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 Stockholders 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 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. (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 exxxxnated to the extent such write-ups or mark-ups were not in the ordinary course
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. The Purchase Price shall be adjusted (the "Net Book Value Adjustment") in accordance with this Section 2.3.
Net Book Value Adjustment. (a) Subject to Section 2.05(b) below, as promptly as practicable, but no later than 25 days after the Closing Date, the Company shall cause to be prepared and delivered to The Xxxxxx Xxxxxxx Leveraged Equity Fund II, L.P., as representative of the Sellers (the "Sellers Representative"), the balance sheet of the Company as of the Closing Date (the "Closing Balance Sheet"). The Purchaser and the Sellers shall use reasonable best efforts to cause Coopers & Xxxxxxx LLP and Ernst & Young LLP to cooperate with the Company in preparation of the Closing Balance Sheet. As promptly as practicable, but no later than 30 days after receipt by the Sellers Representative of the Closing Balance Sheet, the Sellers Representative shall cause Ernst & Young LLP to deliver to the Purchaser a report thereon, together with a certificate based on such Closing Balance Sheet setting forth the Sellers' calculation of the net book value of the Company as of the Closing Date, adjusted (to the extent not already so reflected in the Closing Balance Sheet) to reflect the following (as so adjusted, the "Closing Net Book Value"): (i) the Spin-Off and (ii) the reduction in net book value equal to (A) the expenses and fees of legal counsel, accountants, investment bankers or other representatives or consultants payable by the Company in connection with this Agreement and the consummation of the transactions contemplated hereby, (B) the amount of cash paid to the Equity Award Unit Holders and Option Holders pursuant to Section 2.03(d), (C) the Company's losses (net of recoveries) and loss adjustment expenses attributable to a Catastrophe, and (D) the amount owed to Xxxxxx Xxxxxx in connection with the consummation of the transactions contemplated by this Agreement; provided, that, no amounts paid or payable to Equity Award Unit Holders or Options Holders pursuant to Section 2.05(c) shall be deducted from net book value to arrive at Closing Net Book Value and if any such amounts have been so deducted, such amounts shall be added back in determining Closing Net Book Value. The Closing Balance Sheet shall (i) be prepared in accordance with GAAP applied on a basis consistent with that used in the preparation of the Latest Balance Sheet, (ii) include line items (including the constituent components thereof) consistent with those in the Latest Balance Sheet, (iii) be prepared in accordance with the accounting policies and practices consistent with those used in preparation of the Latest Balance She...
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. The Share Exchange Consideration shall be adjusted (the "Net Book Value Adjustment") in accordance with this Section 2.6.
Net Book Value Adjustment. (a) The purchase price for the Assets has been determined based on a net book value (calculated by subtracting total liabilities from total assets) of the Business of at least $1,065,000, as reflected on the Tekna Seal Balance Sheet updated to the Closing Date. As of the Closing Date, Seller shall perform a full closing of its books to derive a balance sheet of Tekna Seal (the "Closing Date Balance Sheet"). The amount of net book value shown on the Closing Date Balance Sheet shall be the "Closing Date Net Book Value." As soon as practicable but no later than thirty (30) days after the Closing, Seller shall deliver to Buyer the Closing Date Balance Sheet, and Seller shall make available to Buyer such books and records relating to the Closing Date Balance Sheet as Buyer may request. Buyer shall review such Closing Date Balance Sheet and provide the Seller with a report on the amount of any requested adjustments to the Closing Date Net Book Value (the "Report") within thirty (30) days following receipt of the Closing Date Balance Sheet from Seller. If Buyer has no requested adjustment in the Report or fails to deliver a Report within such 30-day period, then the Closing Date Net Book Value shown on the Closing Date Balance Sheet shall be final and conclusive between the parties. If Seller disagrees with the Report, the parties shall proceed as provided in Section 1.6(b) below. To the extent the Closing Date Net Book Value, as finally agreed between the parties, is less than $1,065,000, such difference will result in a dollar for dollar decrease in the Purchase Price (the "Closing Adjustment") and will be paid in cash by Seller within ten (10) days after the date on which the parties reach agreement on the Closing Adjustment.
