Adjustment Statement. (a) Within forty-five (45) days following the Closing Date, the Purchasers shall prepare and deliver to the Sellers a final statement (the "Final Adjustment Statement") that sets forth the same information as included in the Estimated Adjustment Statement provided pursuant to Section 1(a) above, adjusted to take into account the final figures as of 11:59 p.m. on the Closing Date determined in accordance with the standard set forth in said Section 1(a). The Sellers shall provide copies of all invoices or other billing information actually received or sent by the Sellers during this 45 days period to allow the Purchasers to prepare the Final Adjustment Statement in accordance with this Section. The Final Adjustment Statement shall be accompanied by such backup information and schedules as is reasonably required in order for the Sellers to understand the computation of the amount(s) set forth therein.
(b) The Parties shall attempt to agree upon the Final Adjustment Statement within thirty (30) days following the delivery thereof to the Sellers. If the Sellers dispute any item set forth on the Final Adjustment Statement, the Sellers shall give the Purchasers written notice thereof within thirty (30) days following the delivery to the Sellers of the Final Adjustment Statement, setting forth in reasonable detail the disputed item or items. If the Sellers have not delivered such notice to the Purchasers within such thirty (30) day period, the Final Adjustment Statement shall be deemed to be final and, to the extent the Final Adjustment Statement reflects an adjustment to the amounts paid by the Purchasers under Section 2.2(a) of the Agreement that is different from the adjustment made on the Closing Date, the party that benefited from the variance in the adjustment made on the Closing Date shall pay to the other party the variance amount within five (5) days following the expiration of such thirty (30) day period. If the Sellers have delivered a notice of a dispute to the Purchasers, the undisputed portion of the variance amount, if any, shall be paid to the party entitled to receive the same within five (5) days following the delivery of the notice by the Sellers to the Purchasers and the parties shall jointly engage PricewaterhouseCoopers (or, if such firm is unable or unwilling to act in such capacity, such other Big-5 accounting firm, excluding Xxxxxx Xxxxxxxx, as may be agreed by the parties) (hereinafter, the "Auditors") and shall direct the Auditors to mak...
Adjustment Statement. Whenever the Exercise Price is adjusted as herein provided, the Company shall forthwith deliver to each Warrant Holder a statement signed by the President of the Company and by its Treasurer or Secretary stating the adjusted Exercise Price and number of shares for which such Warrant is exercisable, determined as specified herein. The statement shall show in detail the facts requiring such adjustment.
Adjustment Statement. Whenever the Exercise Price or Exercise Quantity is adjusted as herein provided, the Company shall, within ten days following the consummation of the event triggering such adjustment, deliver to the Holders a statement signed by the President of the Company and by its Treasurer or Secretary stating the adjusted Exercise Price and Exercise Quantity for which the Warrants are exercisable, determined as specified herein. The statement shall show in detail the facts requiring such adjustment, including a statement of the consideration received by the Company for any additional stock issued. Irrespective of any adjustments in the Exercise Price or the Exercise Quantity or the kind of shares purchasable upon the exercise of the Warrants, the Warrants theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in the Warrants initially issuable pursuant to this Agreement.
Adjustment Statement. Subject to any applicable privileges (including the attorney-client privilege), Sellers shall make available to Buyer and, upon request, to the Independent Accountants, the books, records, documents and work papers created or prepared by or for Sellers in connection with the review of the Section 2.6
Adjustment Statement. The fees and expenses, if any, of the Independent Accountants shall be paid one-half by Sellers and one-half by Buyer. Buyer shall pay the Section 5.16 Adjustment Amount, as determined following resolution of all disputed matters pursuant to this Section 5.16(e), within 10 days after the final resolution of such disputed matters.
Adjustment Statement. Whenever the Exercise Price or Exercise Quantity is adjusted as herein provided, the Company shall, within ten days following the consummation of the event triggering such adjustment, deliver to the Holders a statement signed by the President of the Company and by its Treasurer or Secretary stating the adjusted Exercise Price and Exercise Quantity for which the Warrants are exercisable, determined as specified herein. The statement shall show in detail the facts requiring such adjustment, including a statement of the consideration received by the Company for any additional stock issued. In the event the Company shall fail to timely deliver such adjustment statement, the Company shall be in default hereof, and the Holder's reasonable determination of any adjustment shall be deemed conclusive and binding, absent manifest error. Irrespective of any adjustments in the Exercise Price or the Exercise Quantity or the kind of shares purchasable upon the exercise of the Warrants, the Warrants theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in the Warrants initially issuable pursuant to this Agreement.
Adjustment Statement. The Sellers will deliver to Purchaser, not later than three (3) Business Days prior to the Closing, a copy of a proposed adjustment statement showing all adjustments to be made at the Closing. The parties shall then endeavor to agree upon such statement or any modification thereof so that it or such modification can be executed by them at the Closing. To the extent that there is an error or omission in any of the adjustments made pursuant to such statement and the same is discovered following the Closing, the parties agree to rectify the same as promptly as possible following such discovery.
Adjustment Statement. Equitable will deliver to Purchaser prior to the Closing a copy of a proposed adjustment statement showing all adjustments to be made at the Closing. The parties shall then endeavor to agree upon such statement or any modification thereof so that it or such modification can be executed by them at the Closing. To the extent that there is an error or omission in any of the adjustments made pursuant to such statement and the same is discovered following the Closing, the parties agree to rectify the same as promptly as possible following such discovery.
Adjustment Statement. Within 45 days after the Closing Date, either (a) Purchaser shall prepare and deliver to Seller an adjustment statement, setting forth the amount of the Deducted Liabilities and the Closing Working Capital, respectively, and, based on such calculations, Purchaser’s written calculation of the Cash Consideration and the adjustment necessary to reconcile the Estimated Cash Consideration to the Cash Consideration (the “Preliminary Adjustment Statement”) or (b) the Cash Consideration shall be equal to the Estimated Cash Consideration. Following the delivery of the Preliminary Adjustment Statement to Seller, Purchaser shall afford Seller a reasonable opportunity to examine, including by remote access, the statements and such supporting schedules, analyses, work papers, and other underlying records or documentation. Purchaser shall reasonably cooperate with Seller and its representatives in such examination. If within 15 days following delivery of such Preliminary Adjustment Statement to Seller, Seller has not delivered to Purchaser a written objection notice setting forth in reasonable detail the reasons for which Seller does not agree with the calculation of the Preliminary Adjustment Statement or if the Preliminary Adjustment Statement is not delivered within 45 days of the Closing, then the Preliminary Adjustment Statement shall be deemed final and binding on the parties. If Seller delivers the objection notice within such period, then Purchaser and Seller shall endeavor in good faith to resolve the objections. In the event Purchaser and Seller are unable to agree on the Preliminary Adjustment Statement calculations after good faith negotiations for a period not to exceed 15 days, the remaining disputes will be resolved pursuant to Section 2.7.
Adjustment Statement. 6 Section 6.6. Payments.......................................................... 7 Section 6.7. Payment Adjustments............................................... 7 Section 6.8. Right to Pay....................................................
