Adjusted Purchase Price Amount Sample Clauses

Adjusted Purchase Price Amount. (a) If, as of the Substantial Completion Funding Date, the Adjusted Purchase Price Amount is positive, the Base Purchase Price shall be increased by the Adjusted Purchase Price Amount. If, as of the Substantial Completion Funding Date, the Adjusted Purchase Price Amount is negative, the Base Purchase Price shall be decreased by the absolute value of the Adjusted Purchase Price Amount. Any adjustment made under this Section 2.04 will be treated as an adjustment to the Base Purchase Price for Tax purposes.
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Adjusted Purchase Price Amount. (a) No less than five (5) Business Days prior to the Closing Date, Seller shall provide to Purchaser an Adjusted Purchase Price Model for purposes of calculating the Adjusted Purchase Price Amount.
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Adjusted Purchase Price Amount. (a) If, as of the Substantial Completion Capital Contribution Date, the Adjusted Purchase Price Amount (as defined below) is positive, the Base Purchase Price shall be increased by the Adjusted Purchase Price Amount and the amount of such increase shall be paid by Purchaser to Seller on the date that is five (5) Business Days after the Substantial Completion Capital Contribution Date. If, as of the Substantial Completion Capital Contribution Date, the Adjusted Purchase Price Amount is negative, the Base Purchase Price shall be decreased by the Adjusted Purchase Price Amount and be paid by Seller to Purchaser on the date that is five (5) Business Days after the Substantial Completion Capital Contribution Date. Any adjustment made under this Section 2.04 will be treated as an adjustment to the Purchase Price for Tax purposes.
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Adjusted Purchase Price Amount. (a) As of the Second Project SC Payment Date:
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Related to Adjusted Purchase Price Amount

  • Purchase Price Adjustments (a) No later than 75 days following the Closing, Purchaser shall cause to be prepared and delivered to Seller a statement (the “Post-Closing Payment Statement”) setting forth (i) Purchaser’s good faith calculation of the aggregate amount of the Cash Equivalents, (ii) Purchaser’s good faith calculation of the Net Working Capital and the resulting amount, if any, by which the Net Working Capital is less than (or greater than) Target Working Capital, (iii) Purchaser’s good faith estimate of the Closing Indebtedness, (iv) Purchaser’s calculation of the Aggregate Purchase Price based on the foregoing and (v) Purchaser’s calculation of the Loan Receivables. If Seller accepts the Post-Closing Payment Statement in writing, or if Seller fails to notify Purchaser of any dispute with respect thereto within 30 days following receipt thereof, then the calculation of the Aggregate Purchase Price and the components thereof and Purchaser’s calculation of the Loan Receivables as set forth in the Post-Closing Payment Statement shall be deemed final and conclusive and binding upon all parties. If Seller disputes the accuracy of the calculation of the Aggregate Purchase Price or any component thereof or the calculation of the Loan Receivables set forth in the Post-Closing Payment Statement, Seller shall provide written notice to Purchaser no later than 30 days following receipt of the Post-Closing Payment Statement (the “Dispute Notice”), setting forth in reasonable detail those items that Seller disputes, the amounts of any adjustments that are necessary in Seller’s judgment for the computation of the Aggregate Purchase Price or the components thereof or the calculation of the Loan Receivables to conform to the requirements of this Agreement, and the basis for its suggested adjustments. During the 30-day period following delivery of a Dispute Notice, Purchaser and Seller will negotiate in good faith with a view to resolving their disagreements over the disputed items. From and after the delivery of the Post-Closing Payment Statement to Seller and until the final determination of the Aggregate Purchase Price and the Loan Receivables in accordance with this Section 2.6, Seller and its agents will be provided with such reasonable access during normal business hours to the relevant portions of the financial books and records of the Company and its Subsidiary and access to the agents and employees of the Company and its Subsidiary (including independent accountants and their work papers, subject to execution of customary access papers) as Seller may reasonably request to enable it to respond to the Post-Closing Payment Statement. If the parties resolve their differences over the disputed items in accordance with the foregoing procedure, the Aggregate Purchase Price and the Loan Receivables shall be the amount agreed upon by them. If the parties fail to resolve their differences over the disputed items within such 30-day period, then Purchaser and Seller shall forthwith jointly engage the Accounting Arbitrator to make a binding determination as to the disputed items in accordance with this Agreement. The “

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