Additional Purchase Price Adjustments. The Cash ------------------------------------- Purchase Price shall be reduced by the aggregate amount of payments payable to Xxxxxxx X. Xxxxxx ("Xxxxxx") pursuant to that certain Amendment to Employment Agreement, dated as of the date hereof, between the Company and Xxxxxx in the form attached hereto as Exhibit G (the "Xxxxxx Employment Agreement Amendment").
Additional Purchase Price Adjustments. (a) Within 30 days of Buyer receiving a combined audited consolidated balance sheet and consolidated statement of income of Nuevo Congo and Nuevo Holding for the twelve month period ending December 31, 2003 as contemplated in Section 12.21, if Buyer determines that based on such balance sheet and statement of income or the verification work referred to in Section 12.21 that the adjustments to the Base Purchase Price contemplated in Section 2.2 are inaccurate, Buyer shall be entitled to notify Seller that an adjustment is necessary and Buyer and Seller shall work in good faith to mutually agree on any necessary adjustments. If any such adjustment occurs prior to the Closing, the adjustment to the Base Purchase Price contemplated in Section 2.2 shall be revised to incorporate such adjustment. If, however, any such adjustment occurs after the Closing, Seller shall pay Buyer or Buyer shall pay Seller, depending on the direction of the adjustment, such amount within 10 days of the determination of the amount of such adjustment. Any disputes regarding such amount shall be resolved in accordance with the dispute resolution provisions in Section 12.10. For avoidance of doubt, any such adjustment in respect of the Net Working Capital Deficit shall require a calculation of the difference between $5,813,000.00 (being 100% of the current estimate of the Net Working Capital Deficit of Nuevo Congo and Nuevo Holding as of the Effective Date) and the adjusted figure calculated as above; thereafter 25% of such adjustment shall be utilized for the purpose of determining any payment between Buyer and Seller pursuant to the above.
Additional Purchase Price Adjustments. Notwithstanding anything to the contrary contained in this Agreement, Sellers agree to pay to Purchaser the additional purchase price adjustment set forth in this Article XIV.
Additional Purchase Price Adjustments. 11 Section 3. REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY AND THE SELLER................................ 11 3.1 Organization.......................................... 11 3.2 Capitalization and Ownership of the Company........... 11
Additional Purchase Price Adjustments. The Purchase Price shall be adjusted in accordance with the provisions of Section 2.4 of the Disclosure Schedule, and the Parties shall make any of the payments as required and in the manners set forth therein.
Additional Purchase Price Adjustments. The Purchase Price also shall be reduced by (a) the amounts, if any, resulting from any breach at any time by Vuance, Parent and/or any of their respective affiliates of this Agreement and/or any other agreements between the parties relating to the Transactions, (b) the amounts, if any, which WidePoint and/or Acquisition pay or become liable at any time which are not part of the Specified Liabilities, and (c) any material adverse change in the balance sheet of the Vuance CSMS Business as of November 30, 2009, which is attached hereto as Schedule 3.1(b)(iv).
Additional Purchase Price Adjustments. (a) Subject to paragraph 3(b), the Buyer undertakes to pay the Rent Purchase Price Adjustment on the Additional Purchase Price Adjustment Date in accordance with this Schedule 12 (Additional Consideration ) and in the manner and at the times specified.
Additional Purchase Price Adjustments. In addition to the adjustments to the Purchase Price set forth in Section 2.3 the Purchase Price shall be adjusted as follows:
Additional Purchase Price Adjustments. (a) If the rights of first refusal described in item 1 of Schedule 4.13 (the "BLOCK D RIGHTS OF FIRST REFUSAL") are exercised, then the total amount otherwise payable by Buyer under Section 2.02 shall be reduced by the amount of $10 million.
Additional Purchase Price Adjustments. In the event of a termination of the Management Services Agreement (as defined below) prior to December 31, 2027 (the “Services End Date”), the Purchase Price shall be automatically reduced by an amount (the “Services Termination Adjustment Amount”) equal to (i) the original principal amount of the Xxxxxxxx Note multiplied by (ii) a fraction, (A) the numerator of which is the number of days comprising the period starting on the date of such termination and ending on the Services End Date and (B) the denominator of which is the number of days comprising the period starting on the Effective Date and ending on the Services End Date. Such adjustment shall be effected by a reduction in the then outstanding principal amount of the Xxxxxxxx Note by an amount equal to the Services Termination Adjustment Amount effective as of the date of such termination.
