Adjustment of the Purchase Price. (a) Within 75 days after the Closing Date, the Purchaser shall prepare and deliver to the Seller the Initial Closing Statement. The Initial Closing Statement shall contain only the line items set forth on Exhibit 1.01(a). The Initial Closing Statement shall be prepared in accordance with accounting policies and practices consistent with those used in the preparation of the Business Financial Statements and, to the extent not inconsistent with the foregoing, GAAP.
(b) From the Closing Date until the delivery of the Initial Closing Statement, in order to allow the Purchaser to satisfy its obligations under this Section 2.06, the Seller shall (i) provide, or cause to be provided, to the Purchaser and its officers, employees and authorized agents and representatives, including any accountants retained by the Purchaser, during normal business hours and upon reasonable prior notice, reasonable access to the books, records and working papers of the Seller to the extent that they relate to the Xxxxxx Entities or are otherwise reasonably required for the preparation of the Initial Closing Statement and (ii) procure, during normal business hours and upon reasonable prior notice, that the individuals employed by the Seller or its Affiliates who prepared or were responsible for the preparation of the Company Financial Statements and the Business Financial Statements shall be made available to respond to the reasonable inquiries of the Purchaser and its officers, employees and authorized agents and representatives and shall otherwise cooperate with, and provide reasonable assistance to, the Purchaser in connection with the preparation of the Initial Closing Statement.
(c) During the 30 days immediately following the Seller’s receipt of the Initial Closing Statement, the Seller and its officers, employees and authorized agents and representatives, including any accountants retained by the Seller shall be permitted, during normal business hours and upon reasonable prior notice, reasonable access to the books, records and working papers of the Xxxxxx Entities and their Affiliates reasonably requested by the Seller, and the Purchaser shall procure, during normal business hours and upon reasonable prior notice, that the individuals employed by the Purchaser and the Xxxxxx Entities who prepared or were responsible for the preparation of the Initial Closing Statement shall be made available to the Seller and the Seller's accountants in order to respond to the reasonable inqui...
Adjustment of the Purchase Price. The Purchase Price shall be subject to adjustment by the amount (the "Adjustment Amount"), if any, that the Net Working Capital of the Company increases or decreases between August 31, 2002 and the Closing Date. Promptly after the Closing Date, Purchaser's Independent Auditors shall perform a review of the financial statements of the Company for the period beginning December 1, 2002 and ended the Closing Date, including a balance sheet (the "Closing Balance Sheet"). The Closing Balance Sheet shall be delivered to Sellers and Purchaser within 45 days after the Closing Date. Upon such delivery of the Closing Balance Sheet, the Purchase Price will be increased or decreased by the Adjustment Amount. The Adjustment Amount shall be computed by subtracting $425,112 (which the parties agree is the Net Working Capital of the Company as at August 31, 2002 computed as set forth on Schedule 2.2(A) hereof) from the Net Working Capital of the Company at Closing as shown on the Closing Balance Sheet. In the event the Adjustment Amount is positive, the Purchase Price shall be increased by the amount of the Adjustment Amount, and Purchaser will within five (5) days deliver additional shares of Purchaser's Stock having a value equal to the Adjustment Amount. For all purposes of this Section 2.2, the value of the Purchaser's Stock shall be deemed to be equal to $0.92 per share (the "Agreed Value"). In the event the Adjustment Amount is negative, the Purchase Price shall be reduced by such amount and Escrow Agent shall within five (5) days pay to Purchaser such Adjustment Amount out of the Escrow Fund. Payment shall be made first out of the cash portion of the Escrow Fund and second out of the stock portion of the Escrow Fund valued for this purpose at the Agreed Value. After the adjustment of the Purchase Price is complete, any remaining cash in the Escrow Fund will be returned to Sellers in accordance with the terms of the Escrow Agreement. Any adjustments required in this Section will be subject to the dispute resolution procedures set forth in Schedule 2.2(B) hereof.
Adjustment of the Purchase Price. The Seller shall have no obligation to indemnify the Purchaser in respect of any Claim if and to the extent that: [***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to omitted portions.
(a) the matter giving rise to such Claim is properly accounted or provided for in the Closing Accounts by means of a liability, a depreciation or a provision specifically related to the matter in question and (b) the amount of any such liability, depreciation or provision has effectively lead to a decrease of the Price Adjustment Amount; and/or
12.6.2 (a) the Loss relating to such Claim consists of a payment already made by the Target Company on or prior to the Closing Date and (b) the amount of any such payment has effectively lead to a decrease of the Price Adjustment Amount.
Adjustment of the Purchase Price. In the event that the Company shall have any Liabilities or Indebtedness other than the principal and accrued interest due under the Promissory Note as of the Closing, the Purchase Price shall be reduced on a Dollar for Dollar basis by the amount of such liability, provided, however, that if the amount of such Liabilities and Indebtedness, excluding the Company's obligation under the Promissory Note, equals or exceeds $50,000.00, it shall be deemed that the Seller is unable to perform under this Agreement and the Buyer shall be entitled to terminate this Agreement under Section 10 (a)(ii) below.
Adjustment of the Purchase Price. If any payment is made by the Seller to the Purchaser or by the Purchaser to the Seller in respect of any claim for any breach of a Seller’s Guarantee or a Purchaser’s Guarantee or pursuant to an indemnity obligation or otherwise under this Agreement, the payment shall be made by way of adjustment of the Purchase Price paid by the Purchaser for the Shares under this Agreement and the Purchase Price shall be deemed to have been reduced or increased, as the case may be, by the amount of such payment.
Adjustment of the Purchase Price. (a) The Purchase Price shall be adjusted down, on a dollar-for-dollar basis, if and to the extent that the aggregate Net Book Value of the Company, as reflected on the Closing Balance Sheets, is less than $200,000.00. Such adjustment (if applicable) shall be made on a dollar-for-dollar basis against the outstanding principal balance of the Purchase Note. For purposes of this Section 2.03, "Net Book Value" means the book value of the Company's assets minus the book value of its liabilities.
Adjustment of the Purchase Price. The Purchase Price payable and the number of and kind of shares of Preferred Stock or other securities or property issuable upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights, options or warrants to subscribe for Preferred Stock (or shares having the same rights, privileges and preferences as the shares of Preferred Stock) at less than the current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness, securities, cash or assets (excluding regular periodic dividends out of earnings or retained earnings) or of subscription rights or warrants (other than those referred to above). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in the Purchase Price. No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights (other than fractions which are integral multiples of one three-hundredth of a share of Preferred Stock), and in lieu thereof an adjustment in cash will be made based on the current market price of the Preferred Stock on the last trading day prior to the date of exercise. Effect of a Triggering Event Any of the events described in the succeeding second and fourth paragraphs are defined as a "Triggering Event."
Adjustment of the Purchase Price. Prior to the Closing Date, Seller shall obtain an appraisal (the “Appraisal”) of (i) the Purchased Assets being sold pursuant to this Agreement, (ii) the assets being sold contemporaneously to Buyer by Hershey pursuant to the Asset Purchase Agreement between Hershey and Buyer dated on or about even date herewith (the “Hershey APA”), and (iii) the Non-Compete Agreement between Hershey and Buyer dated on or about even date herewith (the “Hershey Non-Compete”). Seller shall, within two business days of receipt, send Buyer a copy of the Appraisal and any drafts thereof. Based on the results of the Appraisal, Buyer, Seller and Hershey shall adjust the purchase prices of the assets being sold pursuant to this Agreement, the Hershey Non-Compete, and the Hershey APA, respectively; provided, that the aggregate purchase price of the assets to be sold shall remain unchanged (i.e., 2.25% of the value of the net assets of The Henlopen Fund at the close of business on the business day immediately preceding the Closing Date).
Adjustment of the Purchase Price. The Purchase Price payable and the number of shares of Common Stock or number and kind of other securities or property issuable upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Common Stock, (ii) upon the grant to holders of the Common Stock of certain rights, options or warrants to subscribe for Common Stock (or shares having the same rights, privileges and preferences as the shares of Common Stock) at less than the current market price of the Common Stock or (iii) upon the distribution to holders of the Common Stock of evidences of indebtedness, securities, cash or assets (excluding regular periodic dividends out of earnings or retained earnings) or of subscription rights or warrants (other than those referred to above). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in the Purchase Price. No fractional shares of Common Stock will be issued upon the exercise of any Right or Rights, and in lieu thereof an adjustment in cash will be made based on the current market price of the Common Stock on the last trading day prior to the date of exercise. Effect of a Triggering Event Any of the events described in the succeeding second and fifth paragraphs are defined as a "Triggering Event."
Adjustment of the Purchase Price. 2.2.1 The amount of the Purchase Price allocable to the Common Shares is based on the assumption that the net asset value ("Net Assets") of the Corporation and Midway Supply, on a combined basis, on the Combined Closing Balance Sheet shall be not less than $1,600,000. In the event that Net Assets as shown on the Combined Closing Balance Sheet are greater or less than $1,600,000 on the Closing Date, then the Vendors of the Common Shares of Midway Supply will pay the Purchaser the amount of the shortfall (in accordance with the percentages of their Common Shares set out on Schedule 2.1.1 to the Midway Supply Share Purchase Agreement) or the Purchaser will pay the Vendors of the Common Shares of Midway Supply the amount of the excess (in accordance with the percentages of their Common Shares set out on Schedule 2.1.1 to the Midway Supply Share Purchase Agreement), as the case may be, together with interest on such amount at the rate of 6% per annum calculated from the Closing Date to the date of payment.
2.2.2 On or before August 31, 1998, the Vendors shall deliver the Closing Balance Sheet and the Combined Closing Balance Sheet to the Purchaser.
2.2.3 The Closing Balance Sheet and the Combined Closing Balance Sheet shall be final, conclusive and binding unless the Purchaser gives written notice of its disagreement with any item or items thereon within 30 days following the receipt of the Closing Balance Sheet, specifying in reasonable detail the nature and extent of such disagreement.
2.2.4 If within 5 days following the receipt by the Vendors of a notice of the type referred to in Section 2.2.3, the Vendors and the Purchaser are unable to resolve any disagreement with respect to the Closing Balance Sheet, Combined Closing Balance Sheet and the determination of Net Assets, the disagreement shall be submitted to Price Waterhouse for arbitration. Price Waterhouse shall act as an arbitrator to determine and resolve only those issues in dispute. Price Waterhouse shall deliver a decision within 30 days of the submission of the dispute, and such decision shall be consistent with this Agreement, shall be set forth in a written statement delivered to the Purchaser and the Vendors and shall be final, conclusive and binding on the Purchaser and the Vendors. The adjusting payments, if any, required by Section 2.2.1 shall be made forthwith after receipt of the final determination of Net Assets by Price Waterhouse, together with all interest thereon at the rate of 6% per...
