Adjustment of Initial Purchase Price Sample Clauses

Adjustment of Initial Purchase Price. 3.2.1 Within one hundred twenty (120) calendar days following the Closing Date (the "Adjustment Period"), the Purchaser shall prepare, or cause to be prepared, and deliver to Seller a statement of Working Capital of the Business as of the close of business on the Closing Date (the "Closing Date Working Capital"). The Closing Date Working Capital shall be prepared in accordance with the Accounting Principles. 3.2.2 The statement of Closing Date Working Capital shall be final and binding on the parties unless Seller shall, within thirty (30) days following the delivery of the statement of Closing Date Working Capital, deliver to the Purchaser written notice of objection (the "Objection Notice") with respect to the statement of Closing Date Working Capital. The Objection Notice shall specify in reasonable detail the disputed items on the statement of Closing Date Working Capital (which shall be limited to whether the statement of Closing Date Working Capital was prepared in accordance with the Accounting Principles and is accurate) and describe in reasonable detail the basis for the disputed items, including the data that forms the basis thereof, and include the Seller's draft of the statement of Closing Date Working Capital. During the 30-day period following the Purchaser's delivery of the statement of Closing Date Working Capital to the Seller, the Purchaser shall grant the Seller reasonable access during normal business hours to the books and records of TCH and each Subsidiary relevant to the preparation of such statement. 3.2.3 If the Objection Notice is delivered, the parties shall consult with each other with respect to the disputed items and attempt in good faith to resolve the dispute. If the parties are unable to reach an agreement within thirty (30) days after delivery of the Objection Notice, either the Purchaser or Seller may refer any unresolved disputed items to Duff & Xxxxxx, LLC (the "Unrelated Firm"). The Unrelated Firm shall be directed to render a written report as promptly as practicable and, in any event, within thirty (30) days on the unresolved disputed items and to resolve only those issues of dispute set forth in the Objection Notice. The Unrelated Firm shall resolve such issues of dispute in accordance with the Accounting Principles. The resolution of the dispute by the Unrelated Firm shall be final and binding on the parties. The fees and expenses of the Unrelated Firm shall be shared by the Seller and the Purchaser in proportion t...

Adjustment of Initial Purchase Price. The Initial Purchase Price shall be (i) increased dollar for dollar to the extent Net Assets reflected in the Adjusted Closing Date Balance Sheet exceeds Net Assets reflected in the Estimated Net Assets Statement, or (ii) decreased dollar for dollar to the extent Net Assets reflected in the Adjusted Closing Date Balance Sheet are less than Net Assets reflected in the Estimated Net Assets Statement and (iii) adjusted to reflect the finalization of the Excluded Liability Amount as of the Closing Date. To the extent that any such adjustment to the Excluded Liability Amount results in (i) an increase in the amount thereof, such increase shall be paid by Seller to Buyer or (ii) a decrease in the amount thereof, such decrease shall be paid by Buyer to Seller. If the parties agree, any such payment owing by one party to the other under the preceding sentence may be netted against amounts payable as a result of the determination of the Adjusted Closing Date Balance Sheet. Any adjustments to the Initial Purchase Price made pursuant to this Section 1.03(c) shall bear simple interest from and including the Closing Date to, but not including, the date of payment at 7% per annum, based on a 365-day year. Any adjustments to the Initial Purchase Price made pursuant to this Section 1.03(c), together with interest thereon, shall, within five (5) Business Days after the day the Adjusted Closing Date Balance Sheet is agreed to by Buyer and Seller or any remaining disputed items are ultimately determined by the Neutral Auditors, be paid by wire transfer in immediately available funds to an account in the United States specified by the party to whom such payment is owed.

Adjustment of Initial Purchase Price. 2.2.1 Within sixty (60) calendar days following the Closing Date (the “Adjustment Period”), the Purchaser shall prepare, or cause to be prepared, and deliver to the Seller a statement of Working Capital of the Company as of the close of business on the Closing Date (the “Closing Date Working Capital”). The Closing Date Working Capital shall be calculated in accordance with GAAP and the Accounting Principles. The Seller shall have the right to be present for any physical inventory of the Company’s assets undertaken by the Purchaser in connection with preparation of the statement of Closing Date Working Capital. 2.2.2 The statement of Closing Date Working Capital shall be final and binding on the Parties unless the Seller shall, within thirty (30) days following the delivery of the statement of Closing Date Working Capital, deliver to the Purchaser written notice of objection (the “Objection Notice”) with respect to the statement of Closing Date Working Capital. The Objection Notice shall (a) set forth in reasonable detail any proposed adjustment to the statement of Closing Date Working Capital and the basis for such adjustment (including a specific dollar amount together with a reasonably detailed explanation), and (b) only include disagreements based on mathematical errors or based on the statement of Closing Date Working Capital not being calculated in accordance with Section 2.2.1. During the 30-day period following the Purchaser’s delivery of the statement of Closing Date Working Capital to the Seller, the Purchaser shall grant the Seller reasonable access during normal business hours to the books and records of the Company relevant to the preparation of such statement. 2.2.3 If the Objection Notice is delivered, the Parties shall meet with each other as soon as reasonably practical with respect to the disputed items and attempt in good faith to resolve the dispute. If the Parties are unable to reach agreement on all disputed items within thirty (30) days after delivery of the Objection Notice, either the Purchaser or the Seller may refer any unresolved disputed items to an accounting firm of national reputation selected by mutual agreement of the Purchaser and the Seller, or if the Purchaser and the Seller are unable to so agree, KPMG LLP (the “Unrelated Accounting Firm”). None of the Purchaser, the Seller or the Company (a) has, in the three-year period prior to the date of this Agreement, engaged the Unrelated Accounting Firm to perform any services ...

Adjustment of Initial Purchase Price. 2.2.1 Final Trade Working Capital, Final External Cash/Debt Balance, Final Intercompany Payables, Final Intercompany Receivables and Final Netting Tax Amount shall be determined as set forth in this Section 2.2.1. 2.2.1.1 Purchaser shall prepare and deliver to Sellers, within thirty (30) days after the Closing, the Closing Management Accounts, which shall be prepared in accordance with the Accounting Principles. 2.2.1.2 Purchaser also shall prepare and deliver to Sellers, within forty-five (45) days after the Closing, a post-Closing purchase price adjustment statement (the "ADJUSTMENT STATEMENT") detailing Purchaser's determination of: (i) Final Trade Working Capital, (ii) Final External Cash/Debt Balance, (iii) Final Intercompany Payables and Final Intercompany Receivables and (iv) Final Netting Tax Amount. The Adjustment Statement shall be prepared based upon the Closing Management Accounts, adjusted as necessary in accordance with the Accounting Principles, and including, but not limited to, the following adjustments: 2.2.1.2.1 the Final External Cash/Debt Balance shall be calculated converting the cash/debt balances of each Company or Subsidiary, in respect of which the management accounts are not expressed in U.S. dollars, into U.S. dollars at the closing mid-point U.S. dollar spot rate shown in the Financial Times published on the first Business Day following Closing; and 2.2.1.2.2 the Final Intercompany Payables and Final Intercompany Receivables and Final Netting Tax Amount in respect of each Company or Subsidiary, the management accounts of which are not expressed in U.S. dollars, shall be converted into U.S. dollars at the closing mid-point U.S. dollar spot rate shown in the Financial Times published on the first Business Day following Closing. 3 Any adjustments to the Closing Management Accounts other than those described above shall, for the avoidance of doubt, be applied in a mutually consistent manner to the calculation of: (i) the Final External Cash/Debt Balance and (ii) Final Trade Working Capital. Prior to the delivery to Sellers of the Closing Management Accounts and the Adjustment Statement, Sellers shall give Purchaser and its accountants and other appropriate personnel such assistance and access to the assets and books and records of Sellers and their Affiliates (to the extent relevant to the preparation of the Closing Management Accounts) as Purchaser or its accountants or other personnel may reasonably request during normal business...

Adjustment of Initial Purchase Price. (a) Notwithstanding anything in Section 1.2 to the contrary, the amount of the Initial Purchase Price shall be subject to adjustment after the Closing by the amount, if any, by which Working Capital (as defined below) at the close of business on the Closing Date is either greater or less than [POUND STERLING]4,000,000. In the event that Working Capital exceeds [POUND STERLING]4,000,000 the amount of the Initial Purchase Price shall be increased by an amount equal to the excess and in the event that Working Capital is less than [POUND STERLING]4,000,000 the amount of the Initial Purchase Price shall be reduced by an amount equal to the shortfall. As used herein, the term "Working Capital" means the excess of the consolidated current assets of the Company and its subsidiaries (as shown in the Final Closing Statement) over the consolidated current liabilities (but excluding all accrued but unpaid UK and US corporation taxes including for the avoidance of doubt UK advanced corporation tax payable) of the Company and its subsidiaries (as shown in the Final Closing Statement) at the close of business on the Closing Date, each determined in accordance with GAAP applied on a basis consistent with, but subject to the accounting principles, practises, policies, treatments and the methodology used to prepare the Balance Sheet and also subject to the principles and other matters set forth in Schedule 1.5(a).

Adjustment of Initial Purchase Price. Notwithstanding the foregoing, the Initial Purchase Price shall be determined and adjusted as follows: (a) At least two (2) business days prior to Closing, the Company shall prepare and provide to Buyer a statement (the "Closing Statement"), estimating (i) Company Indebtedness as of the opening of business on the Closing Date, and (ii) the amount by which Working Capital as of the opening of business on the Closing Date exceeds or is less than the Minimum Working Capital. (b) As soon as practicable after the Closing Date, but in no event more than ninety (90) days thereafter, the Shareholder Representative shall, at the cost of the Shareholders, cause to be prepared and delivered to Buyer a closing balance sheet of the Company as of the opening of business on the Closing Date (the "Closing Balance Sheet"), prepared in accordance with generally accepted accounting principles, as consistently applied by the Company and as modified by the past practice of the Company, including without limitation (i) the same materiality standard as used in the past by the Company; and (ii) the variations from generally accepted accounting principles as used in the Company's past practice as set forth at items (1), (7), and (9) (in the case of item (9), with respect to periods from February 1, 1999) of Section 3.5 of the Company Disclosure Schedule (for avoidance of doubt, advertising, promotion, and slotting expenses shall not be accrued) (such accounting principles as modified by the past practice of the Company, together with the adjustments contemplated by the definition of Working Capital, the "Working Capital Accounting Principles"), calculating Company Indebtedness and Working Capital as of the opening of business on the Closing Date. (For avoidance of doubt, Working Capital shall be determined in accordance with the Working Capital Accounting Principles). During the period from the Closing until the final adjustment, if any, to the Initial Purchase Price pursuant to this Section 2.2, Buyer shall give the Shareholder Representative and his accountants, counsel, and other representatives, reasonable access during normal business hours to (i) all of the Company's properties, books, contracts, commitments, and records, and (ii) all other information concerning the business, properties and personnel of the Company, as the Shareholder Representative may reasonably request and as is necessary to prepare, make revisions to, and evaluate proposed changes to the Closing Balance...

Adjustment of Initial Purchase Price. Upon the final determination of the Actual Working Capital pursuant to Section 2.3(c), the Initial Purchase Price shall either be increased by the amount, if any, by which the Actual Working Capital is greater than $40,300,000 or decreased by the amount, if any, by which the Actual Working Capital is less than $30,300,000.

Adjustment of Initial Purchase Price. 3.1 For the purposes of this Agreement, the following definitions shall apply:

Adjustment of Initial Purchase Price. 2.2.1 Final Trade Working Capital, Final External Cash/Debt Balance, Final Intercompany Payables, and Final Intercompany Receivables shall be determined as set forth in this Section 2.2. 2.2.1.1 The Purchaser shall prepare and deliver to the Sellers, within forty-five (45) days after the Closing, the Closing Management Accounts, which shall be prepared in accordance with the Accounting Principles. 2.2.1.2 The Purchaser also shall prepare and deliver to the Sellers, within forty-five (45) days after the Closing, a post-Closing purchase price adjustment statement (the "Adjustment Statement") detailing Purchaser's determination of: (i) the Final Trade Working Capital, (ii) the Final External Cash/Debt Balance, (iii) the Final Intercompany Payables, and (iv) Final Intercompany Receivables. The Adjustment Statement shall be prepared based upon the Closing Management Accounts, adjusted as necessary in accordance with the Accounting Principles, and including, but not limited to, the following adjustments:

Adjustment of Initial Purchase Price. (a) The Initial Purchase Price shall be subject to the following adjustments following agreement or determination of the Completion Accounts: (i) there shall be added to the Initial Purchase Price the amount (if any) by which the Net Asset Value (determined by reference to the Completion Accounts) is more (or less negative) than the Net Asset Value (determined by reference to the Pro Forma Completion Accounts); and (ii) there shall be deducted from the Initial Purchase Price the amount (if any) by which the Net Asset Value (determined by reference to the Completion Accounts) is less (or more negative) than the Net Asset Value (determined by reference to the Pro Forma Completion Accounts). (b) Within 15 Business Days after agreement or determination of the Completion Accounts in accordance with Clause 3.5 and Schedule 6: (i) if the Initial Purchase Price is increased pursuant to Clause 3.6(a)(i), the Purchaser shall pay to Xxxxxx’x (for itself and for and on behalf of Xxxxx) the amount of the increase; and (ii) if the Initial Purchase Price is reduced pursuant to Clause 3.6(a)(ii), the Vendors shall pay to the Purchaser (or as it may direct) the amount of the reduction.