Special Purchase Price Adjustment. In the event that the Closing Date is extended beyond January 30, 1998 for any reason other than on account of a default by Buyer hereunder, Buyer shall receive a credit at Closing against the Cash Purchase Price in an amount equal to interest on the Purchase Price calculated at the LIBOR Rate plus 2% per annum for the period from January 30, 1998 through the earlier of (a) the Closing Date and (b) sixty (60) days after January 30, 1998. Nothing in this SECTION 5.10 shall create a waiver of any other remedy of Buyer for a Seller default permitted under the provisions of this Agreement.
Special Purchase Price Adjustment. If all of the conditions to the obligations of the Buying Companies under this Agreement except for the condition set forth in Section 10.3(b) have been fulfilled because one or more of the Buying Companies is unable to complete the purchase of a portion of the Dearborn Business in one or more countries because it does not obtain the consent or approval of a Governmental Authority (including, without limitation, the expiration of any waiting periods or any consent or approval contemplated by Section 10.3(b)), Grace shall have the right to elect to have the Buying Companies and the Selling Companies proceed with the Closing of the sale of the Dearborn Business in all other countries by giving Buyer written notice of such election, in the manner provided in Section 18.1, at any time prior to termination of this Agreement pursuant to Section 13.1. If Grace so elects to proceed with the Closing:
Special Purchase Price Adjustment. 24 5.11 The PCL Litigation..............................................25 SECTION 6 - REPRESENTATIONS AND WARRANTIES; CONDITION OF PROPERTY...........25
Special Purchase Price Adjustment. 29 ARTICLE 3
Special Purchase Price Adjustment. (a) The amount of the Purchase Price will be based upon the pre-Effective Time settlement of the (in part preliminary) purchase price payments designated therein as “Purchase Price” as provided for in each Carve-Out SPA (as based upon the form as attached in Exhibit D) pursuant to its respective Section 1.02. The preliminary purchase prices payable pursuant to the Carve-Out SPAs are subject to a potential post- Closing adjustment as provided in Section 1.03 of each relevant Carve-Out SPA (as based upon the form as
Special Purchase Price Adjustment. 24 SECTION 6 - REPRESENTATIONS AND WARRANTIES; CONDITION OF PROPERTY...........24 6.1 Of the Trust....................................................24
Special Purchase Price Adjustment. Following the Closing, the Merger Consideration shall be adjusted as follows:
Special Purchase Price Adjustment. 47 ARTICLE VIII....................................
Special Purchase Price Adjustment. Notwithstanding any other provision of this Agreement, and in addition to Buyer's rights under Article IX, in the event of the occurrence of any of the following (at any time or from time to time) prior to the second anniversary of the Closing Date: any portion of the net receivable owing from The Mauro Group (as described in Schedule 4.16) as of the Closing Date not having been paid in full by the date which is thirty (30) days prior to the second anniversary of the Closing Date, the net Loss Reserves for all Insurance Companies and Insurance Subsidiaries as of the Closing Date being inadequate for the losses and expenses intended to be covered thereby, as such losses and expenses have developed as of the date which is thirty (30) days prior to the second anniversary of the Closing Date, any of the Insurance Companies or Insurance Subsidiaries being required, by contract or otherwise, to return any ceding or profit commission of any kind (booked prior to the Closing Date), determined on a net individual Insurance Company or Insurance Subsidiary basis thirty (30) days prior to the second anniversary of the Closing Date, and only to the extent in excess of any offsetting liability for a ceding or profit commission booked as of the Closing Date, or any amounts paid to Xxxx X. Xxxxx by any Company or any Subsidiary pursuant to the obligations of Queensway Limited and Hermitage as set forth in Schedule 4.30 (regarding Xxxx X. Xxxxx' previous sale of Kodiak Insurance Company shares to Hermitage), then, and in each such instance, Buyer shall be entitled to make a claim therefor upon the Escrow Agent and recover, on a dollar-for-dollar basis (up to the remaining balance of the Holdback Escrow Amount and not subject to Section 9.8), the full amount thereof. Any such amount satisfied out of the Escrow shall be considered an adjustment to the Purchase Price. CONDITIONS TO CLOSING Conditions to Buyer's Obligations. In addition to the conditions set forth in Section 8.3 hereof, the obligations of Buyer to effect the Closing shall be subject to the following conditions, any one or more of which may be waived in writing by Buyer: The representations and warranties of Sellers and the Companies set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, which representations and warranties shall have been true as of such earlier da...
