Adjustment to Base Purchase Price. If a third party gives notice of its intent to exercise a preferential right to purchase any of the Interests, the Base Purchase Price will be adjusted by the Allocation for the preferential right property. If Buyer has allocated a positive dollar amount to the preferential right property, the Base Purchase Price will be reduced by the dollar amount of the positive Allocation. If Buyer has allocated a negative dollar amount to the preferential right property, the Base Purchase Price will be increased by the absolute value of the negative Allocation.
Adjustment to Base Purchase Price. (a) Subject to Section 3.3(b), at the Closing, the Base Purchase Price shall be adjusted to account for the items set forth in this Section 3.3(a):
Adjustment to Base Purchase Price. (a) Section 2.9 of the Seller Disclosure Schedules sets forth a calculation of the Working Capital, the calculated Adjustment Amount, the Cash Amounts and the Indebtedness of the Purchased Company and its Subsidiaries, in each case, as of June 30, 2015 (the “Sample Closing Statement”), including the asset and liability line items and general ledger accounts. The Sample Closing Statement has been prepared in accordance with the Transaction Accounting Principles.
Adjustment to Base Purchase Price. 22 3.4 Prorations.................................................................................... 25 3.6
Adjustment to Base Purchase Price. If a third party gives notice of its intent to exercise a preferential right to purchase any of the Properties, Seller shall give immediate notice thereof to Buyer; in such event, Buyer may, at its option, elect to either (a) delay Closing as to all of the Properties pending closing of the preferential purchase, with no charge to either party for the delay, (b) terminate this Agreement, or (c) exclude the affected Property and close as to all other Properties as scheduled.
Adjustment to Base Purchase Price. (a) Section 2.9(a) of the Seller Disclosure Schedules sets forth a calculation of the Working Capital, the Cash Amounts and the Funded Debt of the Business, in each case as of December 31, 2020 (the “Sample Closing Statement”), including the asset and liability line items included in the calculation of Working Capital, prepared in accordance with GAAP, applied on a basis consistent with the accounting principles, practices, procedures, methodologies and policies that were employed in preparing the Business Financial Statements (with consistent classifications, judgments, inclusions, exclusions and valuation and estimation methodologies), as modified by the accounting principles set forth on Section 2.9(a) of the Seller Disclosure Schedules (collectively, the “Transaction Accounting Principles”). EXHIBIT 2.1
Adjustment to Base Purchase Price. (a) Section 2.9 of the Seller Disclosure Schedules sets forth a calculation of the Working Capital, the Cash Amounts (after deducting the amount of any outstanding uncleared issued checks, drafts or wire transfers or other payments issued before the Balance Sheet Date and not deducted from the bank accounts of such Target Entities as of immediately prior to the Balance Sheet Date) and the Funded Debt, in each case, as of the Balance Sheet Date (the “Sample Closing Statement”), including the classification of asset and liability line items and general ledger accounts, which has been prepared in accordance with the accounting principles set forth on Section 2.9 of the Seller Disclosure Schedules (the “Working Capital Accounting Principles”).
Adjustment to Base Purchase Price. The Base Purchase Price shall be reduced by the actual reasonable out-of-pocket costs incurred by Purchaser in connection with obtaining the Financing Commitments, which costs shall include commitment fees, takedown fees, ticking fees and related expenses; provided, however, that in no event shall the adjustment to the Base Purchase Price described in this Section 2.3 exceed an aggregate of $5,000,000.
Adjustment to Base Purchase Price. (a) Section 2.9 of the Seller Disclosure Schedules sets forth a calculation of the Working Capital, the Cash Amounts and the Funded Debt of the Purchased Companies and their Subsidiaries, in each case, as of June 28, 2015 (the “Sample Closing Statement”), including the asset and liability line items and general ledger accounts. The Sample Closing Statement shall be prepared consistent with the accounting principles, practices, methodologies and policies set forth on Section 2.9 of the Seller Disclosure Schedules (such principles, practices, methodologies and policies, collectively, the “Transaction Accounting Principles”).
Adjustment to Base Purchase Price. (a) Not later than three (3) Business Days prior to the Closing, Parent shall deliver to Buyer a statement setting forth Parent’s good faith and reasonably detailed estimate of Net Current Assets (the “Estimated Net Current Assets”), Net Debt (“Estimated Net Debt”), and the Cash Balance based thereon (the “Estimated Cash Balance”).
