Net Worth Adjustment. (a) As soon as practicable after the Closing Date, the Stockholder shall deliver to Sub a balance sheet of the Company dated as of the Closing Date (such balance sheet so delivered is referred to herein as the "Closing Date Balance Sheet"). The Closing Date Balance Sheet shall be prepared in good faith on the same basis and in accordance with the accounting principles, methods and practices used in preparing the Company Financial Statements (as defined in SECTION 2.5 hereof), subject to the modifications, adjustments and exceptions to such accounting principles, methods and practices set forth on SCHEDULE 1.2(a) hereto (such accounting principles, methods and practices as so modified and adjusted, and such procedures, are referred to herein as the "Accounting Principles"). In connection with the preparation of the Closing Date Balance Sheet, the Stockholder and the Company and the Reviewer (as defined below) and other representatives of Sub will conduct a physical inventory at each location where inventory is held by the Company. From the results of such inventory and prior to the Closing Date, Sub and the Stockholder (or the respective representatives thereof) will prepare a schedule, which shall be signed by each of Sub and the Stockholder, setting forth the nature and quality of such inventory and such other items as shall be agreed upon by Sub and the Stockholder to be included in the Closing Date Balance Sheet.
Net Worth Adjustment. (a) As used in this Section 2.4:
Net Worth Adjustment. (a) Within forty-five (45) days after the Closing Date, ERNST & YOUNG, LLC (the "Accountants") shall prepare, at the cost and expense of SAG and/or Sub, a balance sheet of the Company dated as of the Closing Date (the "Closing Date Balance Sheet"). The Accountants shall prepare the Closing Date Balance Sheet on the same basis and in accordance with the accounting principles, methods and practices used in preparing the Company's 1997 Balance Sheet (as hereinafter defined) prepared on a first-in/first-out basis ("FIFO") by Mr. Xxxx Xxxxxxxxxx xx the accounting firm of Tarpxxx & Xndexxxxx, X.C., accountants to the Company, and agreed to by Mr. Rickx Xxxxx, Xxntroller of SAG (the "Accounting Principles"). Within thirty (30) days after the Parties' receipt of the completed Closing Date Balance Sheet, Mr. Xxxxxxxxxx xxx Mr. Xxxxx xxxll mutually determine the net worth of the Company as of the Closing Date (the "Closing Date Net Worth"). The Closing Date Net Worth shall be determined based on the Closing Date Balance Sheet prepared by the Accountants and using the Accounting Principles, provided, however, that inventory shall be determined on a LIFO basis and sixty percent (60%) of the increase in the LIFO reserve for the period commencing on January 1, 1998 and ending on the Closing Date shall be added to determine the Closing Date Net Worth. The determination by Mr. Xxxxxxxxxx xxx Mr. Xxxxx xxxh respect to the Closing Date Balance Sheet and the Closing Date Net Worth shall be conclusive and binding upon the Parties.
Net Worth Adjustment. The "Net Worth Adjustment" means the amount by which the Closing Book Value (defined below) is greater than (which shall be a positive number) One Million One Hundred Thousand Dollars ($1,100,000) or less than (which shall be a negative number) One Million One Hundred Thousand Dollars ($1,100,000).
Net Worth Adjustment. (a) On the Closing Date, or as soon as practicable after the Closing Date, the Stockholders shall deliver to UAG balance sheets of the Companies dated as of the Closing Date (such balance sheets so delivered are referred to herein as the "Closing Date Balance Sheets"). The Closing Date Balance Sheets shall be prepared in good faith on the same basis and in accordance with the accounting principles, methods and practices used in preparing the November 30 Balance Sheets (as defined in Section 2.5 hereof) (such accounting principles, methods and practices and such procedures, are referred to herein as the "Accounting Principles"). In connection with the preparation of the Closing Date Balance Sheets, the Stockholders and the Companies shall permit the Reviewer (as defined below) and other representatives of UAG to conduct a physical inventory at each location where inventory is held by the Companies.
Net Worth Adjustment. The Purchase Agreement provides for adjustments to the Purchase Price (as such term is defined in the Purchase Agreement) which may be paid to the Sellers' Agents. In the event that the adjustment to the purchase price results in additional proceeds to Sellers, such amounts shall be distributed by the Sellers' Agents in accordance with the percentage interest set forth in Schedule B. In the event that the adjustment to the purchase price results in amounts being owed to Buyers, upon the request of the Sellers' Agents, the Sellers shall promptly pay to the Sellers' Agents their individual share of such amount owed in accordance with the percentage interest set forth in Schedule B.
Net Worth Adjustment. The Purchase Price has been agreed to by the Purchaser on the basis of the representation of the Seller that the Purchase Assets including inventories at the Closing Date shall not be less than the market worth of $2,500,000. Should the Tangible Net Worth not equal at least $2,500,000 the Purchase Price shall be reduced by the difference between the Tangible Net Worth and the Purchase Price (the “Net Worth Adjustment Amount”). The Seller shall pay the Purchaser the Net Worth Adjustment Amount at the date and time of closing following the acceptance or deemed acceptance of the Financial Statements and Purchased Assets, or, as the case may be, the rendering of the arbitration award in connection therewith.
Net Worth Adjustment. The Cash Portion of the Purchase Price shall be adjusted downward on a dollar-for-dollar basis by the amount by which the Net Worth of Sigma6 is less than $200,000 (the "Minimum Net Worth") as of the Closing Date. The Net Worth of Sigma6 as of the Closing Date shall initially be determined prior to the Closing Date by Sigma6 in good faith within two business days prior to the Closing Date (the "Closing Determination"). Following the Closing Date, the Net Worth of Sigma6 as of the Closing Date shall be determined by AA in accordance with the terms of this Agreement (at the expense of the Buyer), which determination (the "AA Determination") shall be submitted in writing to the Buyer and the Sellers not later than sixty (60) days after the Closing. Unless the Sellers' Representative on behalf of all Sellers objects in writing to the AA Determination within ten business days of the receipt of such determination, the AA Determination shall be final, conclusive and binding on the Parties. If no objection is made, Sellers shall pay to Buyer by wire transfer (or by the return to the Buyer, at Sellers' Representative's option, the equivalent number of shares of Buyer Common Stock (valued at $4.50 per share) equal to) the amount, if any, by which the amount of the AA Determination is less than the Minimum Net Worth (less any deduction against the Cash Portion of the Purchase Price as a result of the Closing Determination) within ten (10) days after the AA Determination.
Net Worth Adjustment. (a) On the Closing Date, or as soon as practicable after the Closing Date, the Stockholder shall deliver to UAG a balance sheet of the Company dated as of the Closing Date (such balance sheet so delivered is referred to herein as the "Closing Date Balance Sheet"). The Closing Date Balance Sheet shall be prepared in good faith on the same basis and in accordance with the accounting principles, methods and practices used in preparing the Company Financial Statements (as defined in Section 2.5 hereof) (such accounting principles, methods and practices and such procedures, are referred to herein as the "Accounting Principles"). In connection with the preparation of the Closing Date Balance Sheet, the Stockholder and the Company shall permit the Reviewer (as defined below) and other representatives of UAG to conduct a physical inventory at each location where inventory is held by the Company.
Net Worth Adjustment. The Purchase Price will be subject to adjustment as described in this Section 2.1.1
