Adjustment After Closing. As soon as practicable, but in no event later than 90 days following the Closing Date, Seller shall deliver to Buyer a schedule prepared by Seller (the "Final Schedule") setting forth the Capital Expenditures Amount, if any, and the amount of Adjustment Assets and Adjustment Liabilities as of Determination Time, as finally determined by Seller. If Buyer and Seller cannot agree on the Capital Expenditures Amount, if any, or the amount of the Adjustment Assets or Adjustment Liabilities as of the Determination Time within 30 days of delivery by Seller of the Final Schedule, the amounts thereof as of Determination Time shall be determined by the Austin office of Price Waterhouse (the "Accountants"), whose determination shall be final, conclusive and binding upon Buyer and Seller. All reasonable costs and fees of such Accountants shall be borne one-half by Buyer and one-half by Seller. The Final Purchase Price shall be increased by an amount equal to the Capital Expenditures Amount, if any, as shown on the Final Schedule or, if applicable, as determined by the Accountants. To the extent that Adjustment Assets as shown on the Final Schedule or, if applicable, as determined by the Accountants, exceed Adjustment Liabilities as shown on the Final Schedule, or if applicable, as determined by the Accountants, the Purchase Price shall be increased by such excess and the Purchase Price as so adjusted, and as adjusted with respect to the Capital Expenditures Amount, if any, shall be the Final Purchase Price. To the extent that Adjustment Liabilities as shown on the Final Schedule, or if applicable, as determined by the Accountants, exceed Adjustment Assets as shown on the Final Schedule, or if applicable, as determined by the Accountants, the Purchase Price shall be decreased by such excess and the Purchase Price as so adjusted, and as adjusted with respect to the Capital Expenditures Amount, if any, shall be the Final Purchase Price. On the 30th day (the "Final Adjustment Payment Date") following receipt by Buyer of the Finax Schedule, or, if applicable, such determination by the Accountants (i) if the Preliminary Purchase Price exceeds the Final Purchase Price, Seller shall pay to Buyer in immediately available funds the amount of such excess, or (ii) if the Final Purchase Price exceeds the Preliminary Purchase Price, Buyer shall pay to Seller in immediately available funds the amount of such excess. Any amount due one party to the other pursuant to the immediately pr...
Adjustment After Closing. After Closing, the Initial Sellers Payment shall be (i) (A) reduced by the amount, if any, by which the Final Net Working Capital is less than the Estimated Net Working Capital, or (B) increased by the amount, if any, by which the Final Net Working Capital is greater than the Estimated Net Working Capital, (ii) (A) reduced by the amount, if any, by which the Final Closing Date Indebtedness exceeds the Estimated Closing Date Indebtedness, or (B) increased by the amount, if any, by which the Estimated Closing Date Indebtedness exceeds the Final Closing Date Indebtedness, and (iii) (A) reduced by the amount, if any, by which the Final Transaction Expenses exceed the Estimated Transaction Expenses, or increased by the amount, if any, by which the Estimated Transaction Expenses exceed the Final Transaction Expenses. The aggregate net reduction in or addition to the Initial Sellers Payment calculated pursuant to this Section 1.05(d) shall be referred to in this Agreement as the “Post-Closing Reduction” (in the case of an aggregate net reduction to the Initial Sellers Payment) or as the “Post-Closing Addition” (in the case of an aggregate net addition to the Initial Sellers Payment).
Adjustment After Closing. After the Closing, the Purchase Price shall be (i) reduced by (A) the amount, if any, by which the Estimated Net Working Capital Amount exceeds the Final Net Working Capital Amount, (B) the amount, if any, that the Final Company Debt exceeds the Estimated Company Debt, (C) the amount, if any, that the Estimated Closing Cash exceeds the Final Closing Cash and (D) the amount, if any, that the Final Unpaid Transaction Expenses exceed the Estimated Unpaid Transaction Expenses (the “Post-Closing Reductions”), and (ii) increased by (A) the amount, if any, by which the Final Net Working Capital Amount exceeds the Estimated Net Working Capital Amount, (B) the amount, if any, that Estimated Company Debt exceeds Final Company Debt, (C) the amount, if any, that the Final Closing Cash exceeds the Estimated Closing Cash and (D) the amount, if any, that the Estimated Unpaid Transaction Expenses exceed the Final Unpaid Transaction Expenses (the “Post-Closing Additions”), in each case, in accordance with this Section 1.4. A “Post-Closing Net Reduction” means the amount, if any, by which the aggregate Post-Closing Reductions exceed the aggregate Post Closing Additions, and a “Post-Closing Net Addition” means the amount, if any, by which the aggregate Post-Closing Additions exceed the aggregate Post-Closing Reductions. For the purposes of this Agreement, “Final Net Working Capital Amount” means the Net Working Capital Amount, “Final Company Debt” means the Company Debt, “Final Closing Cash” means the Closing Cash, “Final Unpaid Transaction Expenses” means the Unpaid Transaction Expenses, in each case, as finally agreed or determined in accordance with Section 1.4(d).
Adjustment After Closing. Any expense which cannot be ascertained with certainty as of the Closing Date shall be prorated on the basis of the parties' reasonable estimates of such amounts and shall be the subject of a final proration as soon thereafter as the precise amounts can be ascertained but in no event later than one hundred twenty (120) days after the Closing. A statement setting forth such agreed proration for purposes of Closing shall be delivered by Buyer and Seller to the Escrow Holder, provided Escrow Holder shall not be required to calculate any prorations. Seller and Buyer shall each cooperate with the other diligently and promptly to correct any errors in computations or estimates under this Section 8.8 and shall promptly pay to the party entitled thereto any refund, credit or other payment necessary to comply with this Section 8.8. This Section 8.8 shall survive the Closing. Either party owing the other party a sum of money based on adjustments made to prorations after the Closing shall promptly pay that sum to the other party, together with interest thereon at the rate of Ten Percent (10%) per annum from the date of demand of payment to the date of payment if payment is not made within ten (10) days after demand therefor.
Adjustment After Closing. Any income or expense which cannot be ------------------------ ascertained with certainty as of the Closing Date shall be prorated on the basis of the parties' reasonable estimates of such amounts and shall be the subject of a final proration as soon thereafter as the precise amounts can be ascertained but in no event later than one hundred eighty (180) days after the Closing. A statement setting forth such agreed proration shall be delivered to the Escrow Holder, provided Escrow Holder shall not be required to calculate any prorations. Seller and Buyer shall each cooperate with the other diligently and promptly to correct any errors in computations or estimates under this Section 9.6 and shall ----------- promptly pay to the party entitled thereto any refund, credit or other payment necessary to comply with this Section 9.6. This Section 9.6 shall survive the ----------- ----------- Closing. Either party owing the other party a sum of money based on adjustments made to prorations after the Closing shall promptly pay that sum to the other party, together with interest thereon at the rate of Ten Percent (10%) per annum from the date of demand of payment to the date of payment if payment is not made within thirty (30) days after demand therefor.
Adjustment After Closing. If final bills are not available or cannot be issued prior to Closing for any item being prorated under Section 8.1, then Purchaser and Seller agree to allocate such items on a fair and equitable basis as soon as such bills are available, and an adjustment shall be made as soon as reasonably possible after the Closing. In addition, if any tenant performs an audit after the Closing, then the parties shall adjust the prorations made under this Agreement in accordance with the results of such audit, which adjustment shall be made within 15 days after the parties receive the results of such audit. Payments in connection with any adjustment shall be due within 30 days of written notice. All such rights and obligations shall survive the Closing.
Adjustment After Closing. If final bills are not available or cannot be issued prior to Closing for any item being prorated under Section 8.1, then Purchaser and Seller agree to allocate such items on a fair and equitable basis as soon as such bills are available, and an adjustment shall be made as soon as reasonably possible after the Closing, but in any event within ninety (90) days after Closing (other than for Taxes), at which time all prorations shall be deemed final. Payments in connection with any adjustment shall be due within thirty (30) days of written notice. All such rights and obligations shall survive the Closing.
Adjustment After Closing. After the Closing, the Aggregate Purchase Price shall be (i) reduced by the amount, if any, by which (1) the Estimated Current Assets exceeds the final sum of cash and accounts receivable at the Closing (the “Final Current Assets”), (2) the final amount of accounts payable at the Closing (the “Final A/P”) exceeds the Estimated A/P, and (3) the Estimated Backlog exceeds the final amount of Backlog at the Closing (the “Final Backlog”), but only if the Final Backlog is less than [***] and only to the extent of the lesser of (A) the difference between [***] and the amount of the Final Backlog, and (B) the difference between the Estimated Backlog and the Final Backlog, as determined pursuant to Section 1.4, or (ii) increased by the amount, if any, by which (1) the Final Current Assets exceeds the Estimated Current Assets, (2) the Estimated A/P exceeds the Final A/P, and (3) the Final Backlog exceeds the Estimated Backlog, but only if the Estimated Backlog was less than [***] and only to the extent of the lesser of (A) the difference between [***] and the Estimated Backlog and (B) the difference between the Estimated Backlog and the [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.
Adjustment After Closing. Upon determination of the final Closing Cash and the final Net Working Capital, the Aggregate Purchase Price shall be adjusted as follows:
(i) If the Net Working Capital as finally determined in accordance with Section 2.4 is equal to or greater than the Minimum Net Working Capital Target but less than or equal to the Maximum Net Working Capital Target, and:
(1) if there was an Estimated Net Working Capital Surplus, then the Aggregate Purchase Price shall be reduced by an amount equal to such Estimated Net Working Capital Surplus,
(2) if there was an Estimated Net Working Capital Deficiency, then the Aggregate Purchase Price shall be increased by an amount equal to such Estimated Net Working Capital Deficiency, or
(3) if the Estimated Net Working Capital was equal to or greater than the Minimum Net Working Capital Target but less than or equal to the Maximum Net Working Capital Target, then there shall be no adjustment to the Aggregate Purchase Price pursuant to this Section 2.4(b)(i).
(ii) If the Net Working Capital as finally determined in accordance with Section 2.4 is less than the Minimum Net Working Capital Target, and:
(1) if there was an Estimated Net Working Capital Surplus, then the Aggregate Purchase Price shall be reduced by an amount equal to the sum of (A) such Estimated Net Working Capital Surplus plus (B) the amount by which the Minimum Net Working Capital Target exceeds the final Net Working Capital,
(2) if there was an Estimated Net Working Capital Deficiency, then (A) if the final Net Working Capital exceeds the Estimated Net Working Capital, the Aggregate Purchase Price shall be increased by an amount equal to such excess, or (B) if the Estimated Net Working Capital exceeds the final Net Working Capital, the Aggregate Purchase Price shall be decreased by an amount equal to such excess, or
(3) if the Estimated Net Working Capital was equal to or greater than the Minimum Net Working Capital Target but less than or equal to the Maximum Net Working Capital Target, then the Aggregate Purchase Price shall be reduced by an amount by which the Minimum Net Working Capital Target exceeds the final Net Working Capital.
(iii) If the Net Working Capital as finally determined in accordance with Section 2.4 exceeds the Maximum Net Working Capital Target, and:
(1) if there was an Estimated Net Working Capital Surplus, then (A) if the final Net Working Capital exceeds the Estimated Net Working Capital, the Aggregate Purchase Price shall be increased by ...
Adjustment After Closing. If any information is unavailable at the Closing that prevents Purchaser and Seller from finalizing adjustments and prorations pursuant to this Agreement, then Purchaser and Seller agree to allocate such items on a fair and equitable basis at the Closing, and then final adjustments shall be made within ninety (90) days of Closing except for real estate taxes and assessments which shall be completed upon receipt of the actual bills. Payments in connection with the final adjustments shall be due within thirty (30) days of written notice. The rights and obligations of this subsection shall survive the Closing.
