Balance Sheet Adjustment Amount means the amount by which (i) (A) the Company’s total current assets, as reflected on the Closing Date Balance Sheet, minus (B) the Company’s total current liabilities, as reflected on the Closing Date Balance Sheet, which shall include all Estimated Third Party Expenses that have not been paid prior to the Closing Date, exceeds or is less than (ii) the Balance Sheet Target. For the avoidance of doubt, for purposes of the determination of the Closing Date Balance Sheet, Balance Sheet Adjustment Amount and Net Assets at Closing (as defined in Section 8.6 herein), Section 1.6(a)(i) of the Disclosure Schedule sets forth the determination of the Balance Sheet Adjustment Amount as of June 30, 2005 (the “Trial Run”). The determination of the Balance Sheet Adjustment Amount and Net Assets at Closing shall take into account only the same components (i.e., line items) of, and adjustments to, the Balance Sheet Adjustment Amount reflected in Section 1.6(a)(i) of the Disclosure Schedule. Further to the preceding sentence, the calculation of the Balance Sheet Adjustment Amount was determined, and any such calculation of the Closing Date Balance Sheet and the Net Assets at Closing shall be determined, in good faith and in accordance with the same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in the preparation of the Trial Run (and without any change in or introduction of any new reserves, except for changes in or introductions of those reserves, if any, for matters arising after the date of the Trial Run that are made in accordance with GAAP consistently applied but which are consistent with the accounting methods, policies, practices, procedures, classifications, judgments or estimation methodologies used in the preparation of the Trial Run). The parties agree that the purpose of preparing and calculating the Balance Sheet Adjustment Amount and Net Assets at Closing hereunder is to measure changes in working capital without the introduction of different accounting methods, policies, practices, procedures, classifications, judgments or estimation methodologies from those used in the preparation of the Trial Run set forth in Section 1.6(a)(i) of the Disclosure Schedule.
Balance Sheet Adjustment Amount means, as of the Closing Date and after giving effect to the Pre-Closing Distributions, the aggregate amount of (a) with respect to any Acquired Company, the difference between (i) the Tangible Non-Real Estate Assets of such Acquired Company and (ii) the Adjusted Liabilities of such Acquired Company, and (b) with respect to any Affiliated Property Owner, the Acquired Companies' pro rata portion of (i) the Tangible Non-Real Estate Assets of such Affiliated Property Owner and (ii) the Adjusted Liabilities of such Affiliated Property Owner.
Balance Sheet Adjustment Amount means the amount, if any, by which the Companys total liabilities exceed an amount equal to the Companys total current assets as reflected on the Closing Date Balance Sheet plus US$1,000,000; provided, however, that (i) the principal amount of the Company Convertible Debenture, (ii) up to US$300,000 in reasonable and documented Estimated Third Party Expenses, and (iii) the principal amount of the Shareholder Convertible Debentures plus any accrued and unpaid interest thereon and any premium with respect thereto will not be considered liabilities for purposes of calculating the Balance Sheet Adjustment Amount, if any; and provided, further, that if (x) the Closing shall not have occurred on or prior to July 25, 2001, and (y) as of July 25, 2001, the Specified Conditions (as defined in the Acquisition Agreement) shall have been satisfied as if the Closing had occurred as of such date, the Balance Sheet Adjustment Amount shall mean (A) if the Post-Interim Balance Sheet Adjustment Amount is greater than the Interim Balance Sheet Adjustment Amount, the sum of (i) the Interim Balance Sheet Adjustment Amount plus (ii) twenty percent (20%) of the amount by which the Post-Interim Balance Sheet Adjustment Amount exceeds the Interim Balance Sheet Adjustment Amount and (B) if the Post-Interim Balance Sheet Adjustment Amount is less than the Interim Balance Sheet Adjustment Amount, the Post-Interim Balance Sheet Adjustment Amount.
Examples of Balance Sheet Adjustment Amount in a sentence
To the extent the consideration payable to such Stockholder is so reduced, such amount shall be treated for all purposes under this Agreement as having been paid to such Stockholder, and the Amount Owed shall be treated as current assets for purposes of the Balance Sheet Adjustment Amount.
The Post-Closing Audited Balance Sheets, and the Balance Sheet Adjustment Amount attributable to each Affiliated Property Owner and Acquired Company at the Closing reflected on the Post-Closing Audited Balance Sheet applicable to such entity, shall be binding upon the parties upon approval by the Indemnification Representative and the Buyer of such Post-Closing Audited Balance Sheets.
For purposes of clarity, the aggregate exercise prices of such Company Vested Options shall be treated as cash and part of current assets for purposes of the Balance Sheet Adjustment Amount.
The Neutral Auditor shall review the Post-Closing Audited Balance Sheets and, within ten (10) Business Days of its appointment, shall make any adjustments necessary thereto, and, upon completion of such review, such Post-Closing Audited Balance Sheets and the Balance Sheet Adjustment Amount at the Closing for each Affiliated Property Owner and Acquired Company stated thereon as determined by the Neutral Auditor shall be binding upon the parties.
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More Definitions of Balance Sheet Adjustment Amount
Balance Sheet Adjustment Amount means the amount by which the LLC’s current liabilities and long-term liabilities (including any Outstanding Loan Amounts but excluding the Disclosed Loan Amounts) (each as defined by and determined in accordance with GAAP) exceed the sum of its current assets (as defined by and determined in accordance with GAAP) including capitalized inventory costs in their actual amount as determined in accordance with GAAP, which, however, shall not be less than $50,000.
Balance Sheet Adjustment Amount means the amount, if any, by which (i) the total current assets of the Company and its Subsidiaries (excluding any Closing Cash), minus (ii) the absolute value of the total current liabilities of the Company and its Subsidiaries (excluding Closing Indebtedness, Third Party Expenses, the Tax Amount and sales commissions and quarterly bonuses (but not including any portion of annual bonuses) earned during the last completed fiscal quarter prior to the Closing Date, but including all Taxes of the Company or its Subsidiaries attributable to a period (or portion thereof) ending on or before the Closing Date (as determined in a manner set forth in Section 7.2(a)(vii) other than Taxes included in the Tax Amount), which, for the avoidance of doubt shall include all Transaction Payroll Taxes), is less than the Balance Sheet Target. For purposes of clarity, if the amount referenced in the preceding clause (i) minus amount referenced in the preceding clause (ii) is greater than or equal to the Balance Sheet Target, the Balance Sheet Adjustment Amount shall be deemed to equal zero. For illustrative purposes only (and not to serve as an exhaustive list of current assets and liabilities or categories of current assets and liabilities), the Working Capital Statement reflects the accounting principles, practices, procedures, policies and methods, classifications, judgments, inclusions, exclusions and valuation and estimation methodologies to be used to calculate the Balance Sheet Adjustment Amount. The parties agree that no liabilities relating to the termination of employment of any Non-Continuing Employee will be reflected in the Balance Sheet Adjustment Amount.
Balance Sheet Adjustment Amount means the amount by which (i) (A) the Company’s total current assets, as reflected on the Closing Date Balance Sheet, minus (B) the Company’s total current liabilities, as reflected on the Closing Date Balance Sheet, which shall include all Estimated Third Party Expenses that have not been paid prior to the Closing Date, exceeds or is less than (ii) the Balance Sheet Target. For the avoidance of doubt, for purposes of the determination of the Closing Date Balance Sheet, Balance Sheet Adjustment Amount and Net Assets at Closing (as defined in Section 8.6 herein), Section 1.6(a)
Balance Sheet Adjustment Amount means (A) the Company's Adjusted Working Capital as of the Adjustment Date, minus (B) the Company's Adjusted Working Capital as of December 31, 2005. "Business Day[s]" shall mean each day that is not a Saturday, Sunday or other day on which Parent is closed for business or banking institutions located in San Francisco, California are authorized or obligated by law or executive order to close. "Company Rights" shall mean Company Options and any other rights to purchase Company Common Stock (whether by exercise, conversion or exchange), other than pursuant to the Company Purchase Plan. "Estimated Transaction Costs" shall have the meaning set forth in Section 5.14. "Exercise Price" shall mean, with respect to a Company Right, the consideration that the holder thereof must pay in order to exercise, convert or exchange such Company Right and acquire the shares of Company Common Stock that may be acquired pursuant thereto. "In-the-Money Rights" shall mean all Company Rights the Exercise Price per share of which is less than or equal to the Per Share Amount. "Net APG Cash" shall mean the amount of cash purchase price paid (or to be paid) to the Company pursuant to the AP Purchase Agreement in connection with the transactions contemplated therein, less the amount of tax owed by the Company in connection with the consummation of the transactions contemplated in the AP Purchase Agreement, with such tax calculated in accordance with the principles set forth in Schedule 1.6(a)(12). "Per Share Amount" shall mean the quotient of the Total Consideration divided by the Total Outstanding Shares, rounded up to the nearest whole xxxxx. "Total Consideration" shall mean an amount equal to the sum of (a) USD $94,000,000, plus (b) Adjustment Date Cash, plus (c) Net APG Cash, plus (d) income tax receivable (if any) as of the Adjustment Date, plus (e) Aggregate Exercise Price, minus (f) Estimated Transaction Costs, plus (g) the Balance Sheet Adjustment Amount (which for the avoidance of doubt may be positive or negative). "Total Outstanding Shares" shall mean, the sum of (a) as of the Adjustment Date, the aggregate number of shares of Company Common Stock issued and outstanding, plus (b) the maximum aggregate number of shares issuable upon a full cash exercise by holder, exchange or conversion of all In-the-Money Rights which are outstanding as of the Adjustment Date and that are at that time or will be at or prior to the Effective Time vested and convertible into, exercisable for...
Balance Sheet Adjustment Amount means the sum (which may be a positive or negative number and without duplication) of (a) the Net Working Capital Adjustment Amount (which amount may be a positive or negative number), minus (b) the Closing Indebtedness, minus (c) the Closing Company Transaction Expenses.
Balance Sheet Adjustment Amount shall be equal to (i) the book value of any Assumed Liabilities which are accrued and outstanding as of the Closing Date and (A) relate to the Transferred Assets or the Businesses on the Closing Date, or (B) relate to assets of the Businesses sold prior to the Closing Date; the book value of all the foregoing Assumed Liabilities to be determined in accordance with the Accounting Methodology, or (C) which relate to services rendered prior to the Closing Date, plus (ii) any amounts that were paid to Sellers or a Subsidiary of Sellers prior to the Closing Date by Purchaser or any other Person for any of the Bulk Liquor which is included in the Transferred Assets.
Balance Sheet Adjustment Amount means the amount, if any, by which (A) the Company’s total current assets (excluding cash and cash equivalents), as reflected on the Closing Date Balance Sheet minus (B) the absolute value of the Company’s total current liabilities (excluding deferred revenue and the amount of any Closing Date Balance Sheet Indebtedness, but including all Taxes (other than deferred Taxes) of the Company attributable to a period (or portion thereof) ending on or before the Closing Date (as determined in a manner set forth in Section 7.2(a)(viii)), which, for the avoidance of doubt shall include all Transaction Payroll Taxes), as reflected on the Closing Date Balance Sheet is less than the Balance Sheet Target. If (A) minus (B) is greater than or equal to the Balance Sheet Target, the Balance Sheet Adjustment Amount shall be equal to zero. For purposes of this calculation, Estimated Third Party Expenses shall not be considered as part of the total current liabilities.