Adjustment of Purchase Prices. If Nisso reasonably decides that an adjustment of the Purchase Price is commercially necessary due to an increase in the aggregate direct manufacturing costs of Nisso (including labor costs and costs of materials, but excluding indirect administrative and other allocated or fixed costs) for the Drug Substance, which can be documented by Nisso (after taking into account items of cost decreases), the Parties shall negotiate with each other in good faith a reasonable mechanism for increasing the Purchase Prices that would apply during the following calendar year taking into account net increases and decreases in the aggregate in such direct manufacturing costs experienced by Nisso or a general inflationary factor equal to the increase or decrease in the wholesale price index (“WPI”) as published by the Bank of Japan, in both cases from the Effective Date (or, if a previous adjustment to the Purchase Prices has been made [ *** ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Exchange Act of 1933, as amended. pursuant to this Section 5.2, from the date of such adjustment); provided, however, that in no event will the cumulative increase in the Purchase Prices during the Term exceed [ *** ] percent ([ *** ]%) of the prices specified in Attachment 5.1 hereto. Any claims of increased direct manufacturing costs of Nisso for an increase in the Purchase Prices pursuant to this Section 5.2 shall (i) be accompanied by a detailed statement with reasonable supporting documentation from Nisso, evidencing the changes in all direct manufacturing cost items from the direct manufacturing costs as of the Effective Date (or, if a previous adjustment to the Purchase Prices has been made pursuant to this Section 5.2, from the date of such adjustment), and (ii) be subject to audit by independent auditors pursuant to Section 5.5 (Audits) hereof. Nisso warrants that it shall provide to an independent certified public accountant or attorney nominated by Nisso and approved by Replidyne under confidentiality the details of the actual cost for each direct manufacturing cost item of the Drug Substance within thirty (30) days after the Effective Date, which shall be verified by such independent certified public accountant or attorney and then made available to independent auditors appointed by Replidyne in connection with audits under...
Adjustment of Purchase Prices. In the event ITT MSG shall Transfer (other than pursuant to Article II of this Agreement) any ITT MSG Interest to any third party that is not a Permitted Transferee, including pursuant to a registered public offering (a "Third Party Transfer"), (a) upon the exercise of a Put Option, the purchase price payable by Cablevision or MSG, as the case may be, for the Second Transferred Interest and the Third Transferred Interest, respectively, each shall be reduced by one-half of the amount of the proceeds to ITT MSG from such Third Party Transfer and (b) each of the Change of Control Call Price payable upon the exercise of the Change of Control Call Right and the Floor Price in respect of a Third-Year Call Price payable upon the exercise of the Third-Year Call Right shall be reduced by the amount of such proceeds. Cablevision and ITT MSG agree that this provision is intended to equitably adjust amounts to be paid to ITT MSG by Cablevision or its Affiliates for ITT MSG Interests pursuant to this Agreement to account for any Third Party Transfers.
Adjustment of Purchase Prices. (a) Schedule 4.14(a) contains an unaudited balance sheet of the Division as of June 30, 1999 ("Asset Seller's Pre-Closing Balance Sheet"). Within thirty days after the Closing, Asset Seller will deliver to Buyer an unaudited balance sheet of the Division as of the Closing Date prepared on a basis consistent with Asset Seller's Pre-Closing Balance Sheet ("
Adjustment of Purchase Prices. 2.1 Preparation and Delivery of Audited Closing Date Statements Within 90 days following the Closing Date, C&D US shall deliver to the Celestica Parent separate net asset value statements for each of the Transactions (collectively, the "Audited Closing Date Statements"), which statements shall have been audited by the C&D Auditors. Each of the Audited Closing Date Statements shall set out the asset value of the assets transferred (or, in the case of the Suzhou Transaction, the value of the Purchased Inventory described in the Suzhou Purchase Agreement) less liabilities assumed (if any) in each Transaction as at the Closing Date (collectively, the "Closing Date Net Asset Values"). The Audited Closing Date Statements shall be prepared in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the audited consolidated financial statements of Celestica Parent for the financial year ended December 31, 2003 (the "Celestica 2003 Financial Statements"). The preparation of the Audited Closing Date Statements shall include physical inventory counts at those locations deemed appropriate by the C&D Auditors, applying generally accepted accounting standards on a basis consistent with those used in the audit of the Celestica 2003 Financial Statements, and may include (but not be limited to) inventory of Dynamo Canada or Dynamo US, as applicable, and/or inventory that comprised the assets acquired under any or all of the Asian Purchase Agreement or the Shanghai Purchase Agreement or to be acquired under the Suzhou Purchase Agreement, as applicable, located at the manufacturing sites of Celestica International, Celestica US, Celestica Thai, Celestica Shanghai or Celestica Suzhou, as applicable, and end-user customer hubs. In order to prepare the Audited Closing Date Statement for the Suzhou Transaction, Celestica Parent will enable the C&D Auditors to have access to all working papers, schedules and other documentation used or prepared by Celestica Suzhou that would reasonably be required by the C&D Auditors to prepare such Audited Closing Date Statement.
Adjustment of Purchase Prices. (a) If the Aggregate Net Asset Value as reflected on the Audited Closing Date Statements approved or deemed approved pursuant to Section 2.2, as the case may be, is equal to or greater than $18 million, there shall be no adjustment to the Aggregate Purchase Price. If the Aggregate Net Asset Value as reflected on the Audited Closing Date Statements approved pursuant to Section 2.2 is less than $18 million, the Aggregate Purchase Price shall be decreased by an amount equal to the amount by which $18 millon exceeds the Aggregate Net Asset Value (the "Adjustment Amount"). In the event that such a reduction in the Aggregate Purchase Price occurs, C&D US and Celestica Parent shall agree to use their respective commercially reasonable efforts to agree on the manner in which the Adjustment Amount is to be allocated among the Asset Transaction Purchase Prices, within 15 Business Days after the Audited Closing Date Statements are deemed to have been approved in accordance with Section 2.2.
