Balance Sheet Value definition
Examples of Balance Sheet Value in a sentence
The Parties shall in good faith attempt to resolve any difference between their respective calculations of the Adjusted Closing Date Balance Sheet Value.
In addition, in order to verify the Adjusted Closing Date Balance Sheet Value, the Company shall, immediately prior to the Closing or as soon as practicable thereafter, with the reasonable assistance of Buyer, perform a physical inspection and count of the inventory and equipment included in the Included Assets to determine the value of those Included Assets as of the Closing Date.
If the Parties do not resolve any such difference within thirty-five (35) days after Buyer's delivery of the Closing Adjustment Notice, they shall engage the firm of Deloitte & Touche LLP or, if such firm is unable or unwilling to perform such services, a mutually agreed-upon independent accounting firm of national standing and reputation (the "Accounting Firm"), to determine the Adjusted Closing Date Balance Sheet Value.
If the Adjusted Closing Date Balance Sheet Value is greater than the Adjusted Preliminary Balance Sheet Value, Buyer shall pay the Company the difference in cash within ten (10) business days after final determination of the Adjusted Closing Date Balance Sheet Value (whether by mutual agreement between the Parties or by the Accounting Firm).
If the Adjusted Closing Date Balance Sheet Value is less than the Adjusted Preliminary Balance Sheet Value, the Company shall pay Buyer the difference in cash within ten (10) business days after final determination of the Adjusted Closing Date Balance Sheet Value (whether by mutual agreement between the Parties or by the Accounting Firm).
On or before the thirty-fifth (35th) day following receipt of the Closing Certificate, Buyer shall deliver to the Company a written notice (the "Closing Adjustment Notice") either (i) stating that Buyer agrees and accepts the calculation of the Adjusted Closing Date Balance Sheet Value set forth in the Closing Certificate or (ii) stating that Buyer does not agree with such calculation and setting forth Buyer's calculation of the Adjusted Closing Date Balance Sheet Value.
The cost of the services of the Accounting Firm shall be borne by the Party whose determination of the Adjusted Closing Date Balance Sheet Value is further from the determination of the Accounting Firm or, if the determination by the Accounting Firm is equally distant from the Parties' respective valuations, the costs shall be split equally between the Parties.
Each Party shall, and shall use reasonable efforts to cause its officers, directors and employees to, cooperate, with the other Party and the Accounting Firm to determine the Adjusted Closing Date Balance Sheet Value by furnishing information, documents, evidence and other assistance to the other Party and the Accounting Firm to facilitate the completion of the review and determination of the Adjusted Closing Date Balance Sheet Value.
The Parties acknowledge that the Estimated Consideration was based upon the adjusted unaudited balance sheet of the TG Business at June 25, 1999 set forth in Schedule 1.4 (the "Adjusted Preliminary Balance Sheet Value").
As soon as practicable after the Closing Date, GFN and Capital will calculate in good faith and agree upon the dollar amount of such Balance Sheet Value, in accordance with the terms set forth in said Exhibit G, and thereafter such amount shall be paid to the former shareholder or shareholders of Capital who received Closing Consideration as of the Closing Date, in amounts, if there is more than one such shareholder, in direct proportion to their receipt of such Closing Consideration.