Adjustment to and Payment of the Purchase Price Sample Clauses

Adjustment to and Payment of the Purchase Price. SCT will cause to be prepared and delivered to Purchaser a balance sheet for the Business, as of the Closing Date (the "Estimated Balance Sheet") and a certificate based on such Estimated Balance Sheet setting forth its estimate of Working Capital, Current Assets and Current Liabilities as of such date (the "Estimated Working Capital Certificate"). The Estimated Working Capital Certificate shall state that it has been prepared in accordance with this Section 2.3(b). The Estimated Balance Sheet shall (i) include only the Assets, Liabilities and stockholders' equity of the Business to be acquired and assumed by the Purchaser hereunder (including pursuant to the acquisition of the Shares), (ii) include no long-term indebtedness or other long-term Liabilities and include line items substantially consistent with those on the Balance Sheet, (iii) fairly present the estimated financial position of the Business as at the close of business as of the Closing Date in accordance with GAAP applied on a consistent basis with the Financial Statements, (iv) include a reserve with respect to Accounts Receivable and Purchased Accounts Receivable of $1.223 million, (v) not include an accrual for vacation pay, and (vi) be prepared in good faith and in accordance with accounting policies and practices consistent with those used in the preparation of the Financial Statements. SCT shall deliver the Estimated Balance Sheet and the Estimated Working Capital Certificate to Purchaser at least five (5) Business Days prior to the Closing Date. Purchaser may review such statement and certificate and make comments thereon; however, the Estimated Balance Sheet and the Estimated Working Capital Certificate as prepared by SCT shall be final and binding upon the Parties for the purpose of determining the Purchase Price to be paid on the Closing Date. If the Working Capital as shown on the Estimated Working Capital Certificate is less than the Working Capital Target, the cash portion of the Purchase Price paid by Purchaser to the Sellers on the Closing Date shall be reduced by the amount of the deficiency. If the Working Capital as shown on the Estimated Working Capital Certificate is greater than the Working Capital Target, the cash portion of the Purchase Price paid by Purchaser to the Sellers on the Closing Date shall be increased by the amount of the excess.
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Related to Adjustment to and Payment of the Purchase Price

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

  • AMOUNT AND PAYMENT OF PURCHASE PRICE The total consideration and method of payment thereof are fully set out in Exhibit "A" attached hereto and made a part hereof.

  • Purchase Price and Payment Unless otherwise agreed in writing between the selling Investor Member and the Company, the price of Class A Investor Shares purchased and sold pursuant to this section 8.6 shall be ninety percent (90%) of the then-current value of such Class A Investor Shares as determined by the Company in accordance with its financial model. The purchase price shall be paid by wire transfer or other immediately available funds at closing, which shall be held within sixty (60) days following written notice from the Manager. P a g e | 17

  • Adjustment to Purchase Price (a) Subject to Section 3.3(b), at the Closing, the Purchase Price shall be adjusted, without duplication, to account for the items set forth in this Section 3.3(a):

  • Adjustments to the Purchase Price The Purchase Price shall be adjusted as of the Closing Date by:

  • Purchase Price and Payment Date Each Asset purchased by the Receiver pursuant to this Section 3.4 shall be purchased at a price equal to the Repurchase Price of such Asset less the Related Liability Amount applicable to such Asset, in each case determined as of the applicable Put Date. If the difference between such Repurchase Price and such Related Liability Amount is positive, then the Receiver shall pay to the Assuming Institution the amount of such difference; if the difference between such amounts is negative, then the Assuming Institution shall pay to the Receiver the amount of such difference. The Assuming Institution or the Receiver, as the case may be, shall pay the purchase price determined pursuant to this Section 3.4(d) not later than the twentieth (20th) Business Day following the applicable Put Date, together with interest on such amount at the Settlement Interest Rate for the period from and including such Put Date to and including the day preceding the date upon which payment is made.

  • Adjustment of Repurchase Price In determining the applicable repurchase price of the Stock and Options, as provided for in Sections 5 and 6, above, appropriate adjustments shall be made for any stock dividends, splits, combinations, recapitalizations or any other adjustment in the number of outstanding shares of Stock in order to maintain, as nearly as practicable, the intended operation of the provisions of Sections 5 and 6.

  • 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 Price and Payment Terms The purchase price for all the Assets is as follows, $2,000,000 worth of Companies restricted shares at closing by issuing 2,000,000 shares of pre reverse, CRT stock.

  • 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: $2,000,000. The Purchase Price shall be subject to adjustment as set forth in Section 1.7 below as so adjusted.

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