Adjustment of Purchase Prices Sample Clauses

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 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 undertaken pursuant to Section 5.5 (Audits) hereof to verify changes in Purchase Prices pursuant to this Section 5.2.
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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.
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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.
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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 ("Asset Seller's Closing Balance Sheet"). Based upon the Asset Seller's Closing Balance Sheet, the parties shall determine the Division's Working Capital (as hereinafter defined). It is the intention of the parties that the Division's Working Capital shall be zero at the Closing Date. For this purpose, the "Division's Working Capital" means (a) the sum of prepaid expenses, net accounts receivable and other current assets purchased by Buyer pursuant to Section 1.l(h) minus (b) the sum of accounts payable, accrued operating expenses, accrued other expenses and other current liabilities that are assumed by Buyer pursuant to Section 1.4(c). Notwithstanding the foregoing, the Division Working Capital shall include deferred revenue associated with (i) Database sales and (ii) unexpired customer license agreements (but only to the extent deferred revenue exceeds the balance as of June 30, 1999) but shall not include retention bonuses and severance arrangements set forth on Schedule 4.19(b), the Retained Liabilities or the Excluded Assets.
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Related to Adjustment of Purchase Prices

  • Adjustment of Purchase Price (a) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

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

  • Adjustment of Purchase Price and Number of Shares The number of and kind of securities purchasable upon exercise of this Warrant and the Purchase Price shall be subject to adjustment from time to time as follows:

  • 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 (i) The sum of the Purchase Price and the amount of the Assumed Liabilities (to the extent properly taken into account under the Code) shall be allocated among Sellers and (ii) the amount allocated to the Acquired Assets sold by each such Seller shall be further allocated among such Acquired Assets in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Allocation”). The Allocation shall be delivered by Buyer to Sellers within one hundred and twenty (120) days after the Closing. Sellers’ Representative, on behalf of Sellers, will have the right to raise reasonable objections to the Allocation within thirty (30) days after Buyer’s delivery thereof, in which event Buyer and Sellers’ Representative will negotiate in good faith to resolve such dispute. If Buyer and Sellers’ Representative cannot resolve such dispute within fifteen (15) Business Days after Sellers’ Representative notify Buyer of such objections, such dispute with respect to the Allocation shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in respect of the Allocation shall be final and binding upon Buyer and Sellers. Buyer and Sellers shall file all Tax Returns (including, but not limited to, Internal Revenue Service Form 8594) consistent with the Allocation absent a change in Law; provided, however, that nothing contained herein shall prevent Buyer or any Seller from settling any proposed deficiency or adjustment by any Tax Authority based upon or arising out of the Allocation, and neither Buyer nor any Seller shall be required to litigate before any court any proposed deficiency or adjustment by any Tax Authority challenging such Allocation. Buyer and any applicable Seller shall promptly notify and provide the other with reasonable assistance in the event of an examination, audit, or other proceeding relating to Taxes regarding the Allocation of the Purchase Price and the amount of the Assumed Liabilities pursuant to this Section 3.4. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall survive the Closing Date without limitation.

  • 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; Allocation of Purchase Price (a) The purchase price for the Purchased Assets (the “Purchase Price”) is equal to $675,000,000 in cash. The Purchase Price shall be paid as provided in Section 2.07 and shall be subject to adjustment as provided in Section 2.08. Seller shall be treated as receiving a portion of the Purchase Price as agent for any of its Affiliates actually selling, transferring or conveying the Purchased Assets, consistent with the allocation of the Purchase Price pursuant to the Allocation Statement, and Buyer’s payment of the Purchase Price to Seller shall constitute payment by Buyer to any of Seller’s Affiliates actually selling, transferring or conveying the Purchased Assets hereunder. (b) Within 60 days after the Closing, Buyer shall deliver to Seller a statement (the “Allocation Statement”) allocating the Purchase Price (plus Assumed Liabilities and transaction costs, to the extent properly taken into account under Section 1060 of the Code) among the Purchased Assets in accordance with Section 1060 of the Code. If, within five Business Days after delivery of the Allocation Statement, Seller notifies Buyer in writing that Seller objects to the allocation set forth in the Allocation Statement, Buyer and Seller shall use commercially reasonable efforts to resolve such dispute within 20 days. In the event that Buyer and Seller are unable to resolve such dispute within 20 days, Buyer and Seller shall jointly retain KPMG LLP (the “Accounting Referee”) to resolve the disputed items in the manner described in Section 8.10. (c) Each of Buyer and Seller shall (i) be bound by the Allocation Statement, as may be adjusted in accordance with Section 2.06(e), (ii) act in accordance with, and cause its Affiliates to act in accordance with, the Allocation Statement in the preparation, filing and audit of any Tax Return (including filing IRS Form 8594 with its federal Income Tax Return for the taxable year that includes the Closing) and (iii) take no position, and cause its Affiliates to take no position, inconsistent with the allocation reflected on the Allocation Statement on any Tax Return, in any Contest or otherwise, unless required by a Final Determination. (d) In the event that the allocation reflected on the Allocation Statement is disputed by any Taxing Authority, the party receiving notice of the dispute shall promptly notify the other party hereto, and Buyer and Seller shall use their commercially reasonable efforts to defend such allocation in any Tax audit or similar proceeding. (e) If an adjustment is made with respect to the Purchase Price pursuant to Section 2.08, the Allocation Statement shall be adjusted in accordance with Section 1060 of the Code and as mutually agreed by Buyer and Seller. In the event that an agreement is not reached within 20 days after the determination of the Final Closing Working Capital, any disputed items shall be resolved in the manner described in Section 8.10. Buyer and Seller shall file any additional information return required to be filed pursuant to Section 1060 of the Code and to treat the Allocation Statement as adjusted in the manner described in Section 2.06(c). (f) Not later than 30 days prior to the filing of their respective Forms 8594 relating to this transaction, each party shall deliver to the other party a copy of its Form 8594.

  • Amount of Purchase Price The purchase price (“Purchase Price”) per Share for each Share which Optionee is entitled to purchase under the Options shall be $2.25 per Share.

  • 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. (i) In the event the Company shall at any time after the date of this Agreement (A) declare a dividend on the Common Stock payable in shares of Common Stock, (B) subdivide the outstanding Common Stock, (C) combine the outstanding Common Stock into a smaller number of shares, or (D) issue any shares of its capital stock in a reclassification of the Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a) and Section 7(e) hereof, the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of Common Stock or capital stock, as the case may be, issuable on such date, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive, upon payment of the Purchase Price then in effect, the aggregate number and kind of shares of Common Stock or capital stock, as the case may be, which, if such Right had been exercised immediately prior to such date and at a time when the Common Stock transfer books of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification. (ii) Subject to Section 24 hereof, in the event any Person becomes an Acquiring Person, then each holder of a Right (except as provided below and in Section 7(e) hereof) shall thereafter have the right to receive, upon exercise thereof at a price equal to the then current Purchase Price for a whole share of Common Stock in accordance with the terms of this Agreement, such number of shares of Common Stock as shall equal the result obtained by (x) multiplying the then current Purchase Price for a whole share of Common Stock by the then number of one-tenths of a share of Common Stock for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event and (y) dividing that product (which, following such first occurrence shall thereafter be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by 50% of the current market price (determined pursuant to Section 11(d) hereof) per share of Common Stock on the date of such first occurrence (such number of shares, the "Adjustment Shares"). (iii) In the event that the number of shares of Common Stock which are authorized by the Company's certificate of incorporation, but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of this Section 11(a), the Company shall: (A) determine the value of the Adjustment Shares issuable upon the exercise of a Right (the "Current Value"), and (B) with respect to each Right, make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) other equity securities of the Company which the Board of Directors of the Company has deemed to have substantially the same value or economic rights as shares of Common Stock ("common share equivalents"), (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the Current Value (less the amount of any reduction in the Purchase Price), where such aggregate value has been determined by the Board of Directors of the Company based upon the advice of a nationally recognized investment banking firm selected by the Board of Directors of the Company; provided, however, if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) days following the later of (x) the first occurrence of a Section 11(a)(ii) Event and (y) the date on which the Company's right of redemption pursuant to Section 23(a) expires (the later of (x) and (y) being referred to herein as the "Section 11(a)(ii) Trigger Date"), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, shares of Common Stock (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. For purposes of the preceding sentence, the term "Spread" shall mean the excess of (i) the Current Value over (ii) the Purchase Price. If the Board of Directors of the Company shall determine in good faith that it is likely that sufficient additional shares of Common Stock could be authorized for issuance upon exercise in full of the Rights, the thirty (30) day period set forth above may be extended to the extent necessary, but not more than ninety (90) days after the Section 11(a)(ii) Trigger Date, in order that the Company may seek stockholder approval for the authorization of such additional shares (such thirty (30) day period, as it may be extended, the "Substitution Period"). To the extent that action is to be taken pursuant to the first and/or third sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof, that such action shall apply uniformly to all outstanding Rights, and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek such stockholder approval for such authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of each Adjustment Share shall be the current market price (as determined pursuant to Section 11(d) hereof) per share of Common Stock on the Section 11(a)(ii) Trigger Date and the value of any "common share equivalent" shall be deemed to equal the current market price per share of Common Stock.

  • Balance of Purchase Price The balance of the Purchase Price shall be paid in cash or by certified funds at the Closing (as defined below).

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