Adjustment of Purchase Consideration Sample Clauses

Adjustment of Purchase Consideration. (a) The Purchase Consideration shall be adjusted upon the occurrence of the following events, namely (“Adjustment”):
Sample 1
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Adjustment of Purchase Consideration. Not later than 15 days after the Closing, CDS shall deliver to SDRC a balance sheet reflecting the Assets and the Assumed Liabilities, dated as of December 31, 1996 (the "Effective Date"), and prepared in accordance with generally accepted accounting principles and the guidelines of Securities and Exchange Commission Regulation SX, except that such balance sheet shall not include any indebtedness of MTI to CDS or any other intangible assets of the Acquired CDS Business (the "Effective Date Balance Sheet"). Within 60 days after receipt by SDRC of the Effective Date Balance Sheet, SDRC's auditors, at SDRC's sole cost, shall conduct a review of the Effective Date Balance Sheet, as adjusted by SDRC pursuant to Section 9.2.2, to determine the net tangible book value of the Acquired CDS Business, applying generally accepted accounting principles, consistently applied. If CDS disagrees with such determination of SDRC's auditors, CDS' auditors, at CDS' sole cost, shall have 15 days to review the workpapers of SDRC's auditors related to such review. If, based on such review, CDS' auditors, applying generally accepted accounting principles, consistently applied, disagree with SDRC's auditors as to the net tangible book value of the Acquired CDS Business, such workpapers shall be submitted to Xxxxxx Xxxxxxxx Co. in Minneapolis, Minnesota for its review, the costs of which shall be shared equally by the parties hereto. Xxxxxx Xxxxxxxx Co. shall have 30 days to determine the net tangible book value of the Acquired CDS Business, and such determination shall be final and binding on both parties hereto. The Purchase Consideration shall be adjusted (i) upward on a dollar-for-dollar basis to the extent the net tangible book value of the Acquired CDS Business, as determined by such procedure, exceeds $3,500,000, and (ii) downward on a dollar-for- dollar basis to the extent the net tangible book value of the Acquired CDS Business, as determined by such procedure, is less than $2,000,000. The amount of any such downward adjustment shall be deducted from the Escrow Amount (defined below). SDRC shall pay the amount of any such upward adjustment to CDS within 15 days after the completion of such review procedure.
Sample 1
Adjustment of Purchase Consideration. (a) Within ninety (90) days after the Closing Date, Purchaser shall prepare and deliver, or cause to be prepared and delivered, at Purchaser’s expense, to Sellers’ Representative (i) a statement setting forth Purchaser’s calculation of the Working Capital as at the Closing Date, the Working Capital Deficit or the Working Capital Surplus, if any, the Debt Amount, the Shareholder Loan Outstanding Amount, the Transaction Expenses and the final cash payment reflecting the deduction or addition of the foregoing items from the Closing Cash Payment (the “Final Cash Payment”) (collectively, the “Closing Statement”), and (ii) all records and work papers reasonably necessary, in the determination of Sellers’ Representative, to compute and verify the information set forth in the Closing Statement to the extent such records and work papers differ from the ones previously delivered to the Purchaser.
Sample 1

Related to Adjustment of Purchase Consideration

  • Adjustment of Purchase Price NUMBER AND KIND OF SHARES OR NUMBER OF RIGHTS. The Purchase Price, the number and kind of shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11.

  • Purchase Consideration The consideration payable in connection with a purchase transaction shall be debited from the appropriate deposit account of the Portfolio as of the time and date that funds would ordinarily be required to settle the transaction in the applicable market. The Custodian shall promptly recredit the amount at the time that the Portfolio or the Fund notifies the Custodian by Proper Instruction that the transaction has been canceled.

  • Payment of Purchase Price The Purchase Price shall be paid as follows:

  • Purchase Price; Payment of Purchase Price In addition to the Assumed Liabilities described below, the aggregate consideration for the Subject Assets (the "Purchase Price") shall be the amount equal to $1.00 (the "Purchase Price").

  • Adjustment of Purchase Price and Number of Shares The number of shares of Common Stock issuable upon exercise of this Warrant (or any shares of stock or other securities or property receivable or issuable upon exercise of this Warrant) and the Purchase Price are subject to adjustment upon occurrence of the following events:

  • Calculation of Purchase Price The bank’s ownership interest in a security will be quantified one of two ways: (i) number of shares or other units, as applicable (in the case of equity securities) or (ii) par value or notational amount, as applicable (in the case of non-equity securities). As a result, the purchase price (except where determined pursuant to clause (ii) of the preceding paragraph) shall be calculated one of two ways, depending on whether or not the security is an equity security: (i) the purchase price for an equity security shall be calculated by multiplying the number of shares or other units by the applicable market price per unit; and (ii) the purchase price for a non-equity security shall be an amount equal to the applicable market price (expressed as a decimal), multiplied by the par value for such security (based on the payment factor most recently widely available). The purchase price also shall include accrued interest as calculated below (see Calculation of Accrued Interest), except to the extent the parties may otherwise expressly agree, pursuant to clause (ii) of the preceding paragraph. If the factor used to determine the par value of any security for purposes of calculating the purchase price, is not for the period in which the Bank Closing Date occurs, then the purchase price for that security shall be subject to adjustment post-closing based on a “cancel and correct” procedure. Under this procedure, after such current factor becomes publicly available, the Receiver will recalculate the purchase price utilizing the current factor and related interest rate, and will notify the Assuming Institution of any difference and of the applicable amount due from one party to the other. Such amount will then be paid as part of the settlement process pursuant to Article VIII.

  • Allocation of Purchase Price (a) No later than sixty (60) days after Closing or within a reasonable time thereafter as agreed by Sellers and Purchaser, Purchaser shall prepare and deliver to Sellers a proposed allocation of the Purchase Price (plus the Assumed Liabilities and any other Liabilities deemed assumed by the Purchaser for U.S. federal income Tax purposes) among the Transferred Assets which shall be prepared in a manner consistent with Section 1060 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) (the “Proposed Allocation Schedule”). After receipt of the Proposed Allocation Schedule from Purchaser, the Sellers shall have fifteen (15) days to review the Proposed Allocation Schedule. The Proposed Allocation Schedule will be considered final and binding on the Parties unless Sellers communicate to Purchaser objections to the Proposed Allocation Schedule (an “Allocation Dispute Notice”). Sellers and Purchaser shall, within ten (10) days (or such longer period as Sellers and Purchaser may agree in writing) following delivery of an Allocation Dispute Notice (the “Allocation Resolution Period”), attempt in good faith to resolve their differences and prepare a final allocation schedule that is acceptable to both Sellers and Purchaser. If Sellers and Purchaser are unable to completely resolve any such differences within such ten (10) day period, the unresolved issues (the “Allocation Dispute”) shall be resolved by the Accounting Firm in accordance with Section 1.5(b) (once so resolved, the “Final Allocation Schedule”), subject to approval by the Bankruptcy Court. Purchaser and Sellers shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with the Final Allocation Schedule and shall not take any position for Tax purposes (including on IRS Form 8594 or in any audit or other examination or proceeding relating to Taxes) inconsistent with this Section 1.5 unless required to do so by applicable Law.

  • Determination of Purchase Price The Securities Administrator will be responsible for determining the Purchase Price for any Mortgage Loan that is sold by the Trust or with respect to which provision is made for the escrow of funds pursuant to this Section 2.03 and shall at the time of any purchase or escrow certify such amounts to the Depositor; provided that the Securities Administrator may consult with the Servicer to determine the Purchase Price unless the Servicer is the Purchaser of such Mortgage Loan. If, for whatever reason, the Securities Administrator shall determine that there is a miscalculation of the amount to be paid to the Trust, the Securities Administrator shall from monies in a Distribution Account return any overpayment that the Trust received as a result of such miscalculation to the applicable Purchaser upon the discovery of such overpayment, and the Securities Administrator shall collect from the applicable Purchaser for deposit to the Securities Account any underpayment that resulted from such miscalculation upon the discovery of such underpayment. Recovery may be made either directly or by set-off of all or any part of such underpayment against amounts owed by the Trust to such Purchaser.

  • Purchase Price; Consideration Purchaser shall, on the date hereof (the “Closing Date”), issue to Seller a promissory note, substantially in the form attached hereto as Exhibit B, in the sum of Fifteen Thousand Dollars ($15,000) (the “Promissory Note”) as the consideration for the Ownership Interests.

  • Purchase Price; Allocation of Purchase Price (a) The purchase price for the Purchased Assets and the Shares (the “Purchase Price”) is $3,000,000,000 (three billion dollars) in cash. The Purchase Price shall be paid as provided in Section 2.09 and shall be subject to adjustment as provided in Sections 2.09 and 2.11. Seller shall be treated as receiving a portion of the Purchase Price as agent for its Affiliates actually selling the Purchased Assets and the Shares consistent with the allocation of the Purchase Price pursuant to the Allocation Statement.

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