Adjustment in Purchase Price. Whenever the number of Ordinary Shares purchasable upon the exercise of each Warrant evidenced hereby is adjusted as herein provided, the Purchase Price payable upon exercise of each such Warrant shall be adjusted by multiplying such Purchase Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Ordinary Shares purchasable upon the exercise of each such Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Ordinary Shares purchasable immediately thereafter.
Adjustment in Purchase Price. To the maximum extent permissible by Law, any amounts which an Indemnifying Party actually pays under this Section shall constitute, in the case of Seller or Selling Members, a decrease in the Purchase Price, and in the case of Buyer, an increase in the Purchase Price.
Adjustment in Purchase Price. The APA is hereby amended to change the Purchase price to $635,000.
Adjustment in Purchase Price. 4 Article II--Lease of Leased Real Estate 2.1 Lease of Leased Real Estate........................................ 4
Adjustment in Purchase Price. The purchase price shall be increased dollar for dollar to the extent the sum of all cash advances by Sparton to the KPI Subsidiaries and Xxxx exceeds the sum of all cash advances by the KPI Subsidiaries and Xxxx to Sparton during the period beginning July 1, 1996, to the Closing Date, or shall be decreased dollar for dollar to the extent the sum of all cash advances by Sparton to the KPI Subsidiaries and Xxxx is less than the sum of all cash advances by the KPI Subsidiaries and Xxxx to Sparton during the same period. Such adjustment shall be determined and paid by Buyer to Sparton or by Sparton to Buyer at the Closing. The purchase price will be reduced to the extent that cash generated by the Gladwin Plant, or any other KPI Subsidiary, was used to fund the operations of the Lake Odessa Plant since July 1, 1996, to the Closing Date. From time to time as reasonably requested by Buyer following the date of this Agreement and as of and at the Closing, Sparton shall furnish to Buyer a detailed accounting of all such cash advances and a computation of the amount of such adjustment. If Buyer disputes the adjustment calculated by Sparton as of Closing, then Deloitte & Touche shall determine the amount of such adjustment and its determination shall be final and binding upon Sparton and Buyer.
Adjustment in Purchase Price. In the event of a material change in the financial condition of the Seller, and Purchaser wishes to continue with the transaction, there shall be an offset in the sums otherwise due and payable the Seller. The total Purchase price shall include the value of all common stock paid at Closing, plus cash paid to the Seller, plus any cash paid to satisfy any outstanding bank lines of credit plus the $2 million convertible note. Purchaser shall have the right to designate the financial statement attribute to be used in determining any adjustment to the Purchase Price. Subject to Seller’s right of rescission, any adjustment in the purchase price shall be made by reducing the total amount of the convertible note payable to the Seller.
3. DOCUMENTS TO BE DELIVERED AT CLOSING
3.1. At the Closing:
A. Seller shall execute and deliver to Purchaser a Xxxx of Sale fully executed and in the form of Exhibit C attached hereto, conveying, selling, transferring and assigning to Purchaser all of the Assets free and clear of any and all defects, liens, encumbrances, charges and equities whatsoever. Seller shall also provide the written consent of the Landlord and the consent of any party having a security interest on the Seller’s assets.
B. Seller shall execute or endorse and deliver to Purchaser other duly executed separate instruments of sale, assignment or transfer, including, but not limited to assignments of contract rights or leases in form suitable, where appropriate, for filing or recording with the appropriate office or agency for various items of the Assets or other rights of Seller to be conveyed hereunder, where, in Purchaser’s reasonable judgment, the same are necessary or desirable in order to vest or evidence title hereto in Purchaser.
C. Purchaser shall pay the Purchase Price for the Assets in accordance with the terms of Section 2 hereof.
D. Seller shall deliver to Purchaser copies, certified by the Secretary of Seller of (i) certificates of good standing in the jurisdiction of the Seller’s incorporation and in each other jurisdiction in which the Seller is doing or transacting business, (ii) the unanimous written consent of the Board of Directors and the stockholders of Seller authorizing this Agreement and the other agreements and instruments to be delivered pursuant thereto and the transactions contemplated hereby; and (iii) a certification signed by the Company’s President and Secretary that there are no liens or encumbrances on any of the assets to be tran...
Adjustment in Purchase Price. The Parties agree that all indemnification amounts paid pursuant to Section 8.1 constitute an adjustment to the Purchase Price for all purposes including for Tax purposes.
Adjustment in Purchase Price. The parties (x) acknowledge that there is attached hereto at EXHIBIT C a copy of Seller’s balance sheet for the Business dated as of October 31, 2003 (the “October Balance Sheet”), and that on such October Balance Sheet, Seller’s Accounts Payable for the Business exceeded the Accounts Receivable for the Business by the amount of Four Hundred Twenty-one Thousand Two Hundred Fifty-nine Dollars ($421,259), and (y) agree that the amount of the Purchase Price shall be adjusted (the “Purchase Price Adjustment”) as follows:
(i) ADJUSTMENT FOR CHANGE IN DIFFERENCE BETWEEN A/R AND A/P.
Adjustment in Purchase Price. If pursuant to the foregoing provisions of this Section 10.4 and Section 2.1(b), above, it is determined that:
Adjustment in Purchase Price. If any adjustment is required ---------------------------- by the provisions of the following subparagraphs, the Purchase Price shall be reduced by an amount calculated in the following manner:
