Adjustment to Cash Consideration. 5.1 If the Actual Net Current Assets calculated in accordance with schedule 6 and schedule 7 are less than the Required Net Current Assets (Negative Difference), the Cash Consideration shall be reduced following Completion by the amount of the Negative Difference, provided that up to EUR 800,000 (in words eight hundred thousand euros) of the Negative Difference may be repaid by the Seller to the Purchaser, instead of from the Cash Consideration, by the transfer to the Purchaser of the number of Escrowed Consideration Shares which has a total value, as specified in Section 3(a) of the Escrow Agreement, equal to the lower of EUR 800,000 (in words eight hundred thousand euros) and the amount of the Negative Difference. A transfer of such Consideration Shares shall constitute a mutual set-off of the Seller’s obligation to repay the amount of the Negative Difference against the Purchaser’s obligation to pay for the Consideration Shares.
5.2 If the Negative Difference exceeds EUR 800,000 (in words eight hundred thousand euros), the Seller shall repay to the Purchaser the amount of the Negative Difference exceeding EUR 800,000 by a cash payment to the Purchaser.
5.3 If the Actual Net Current Assets exceed the Required Net Current Assets, the Cash Consideration shall be increased following Completion by the amount by which the Actual Net Current Assets exceed the Required Net Current Assets.
5.4 Any payment (and/or transfer of any of the Escrowed Consideration Shares, if applicable) resulting from the adjustment pursuant to clauses 5.1, 5.2 or 5.3 (as applicable) shall be made within twenty (20) Business Days following the day on which either the Purchaser and the Seller agree in writing on the Completion Statement or, in the absence of a written agreement between them, following the day on which the Independent Accountants’ decision as to the Actual Net Current Assets is delivered in writing to the Purchaser and the Seller as contemplated by schedule 6. In case of the transfer of any of the Escrowed Consideration Shares, the Seller and the Purchaser shall jointly instruct the Escrow Agent to release such Escrowed Consideration Shares from escrow.
5.5 The Cash Consideration as adjusted pursuant to clause 5.1 or 5.3 (as applicable) shall be further adjusted following the expiry of 12 months after the date of this agreement by deducting the amount of the trade receivables of the Company shown on the Completion Statement which are not collected and shall remain overd...
Adjustment to Cash Consideration. Any payment by the Sellers to FID or by FID to the Sellers hereunder, shall be treated as an adjustment to the Cash Consideration for all Tax purposes, except as otherwise required under applicable Law [Signature Page Follows]
Adjustment to Cash Consideration. HLTH shall sell the HLTH Auction Rate Securities at or prior to the Effective Time. In the event that the aggregate cash proceeds from the sale of the HLTH Auction Rate Securities are less than $194.5 million, the Cash Consideration Amount shall be reduced by an amount equal to (x) the difference between $194.5 million and the aggregate cash proceeds received by HLTH divided by (y) the number of shares of HLTH Common Stock outstanding at the Effective Time (the “Reduction Amount”).
Adjustment to Cash Consideration. Seller and Buyer acknowledge and agree that the Cash Consideration has been determined based on the Net Book Value of the Business as set forth on the Statement of Net Book Value. At the Closing, the Cash Consideration shall be adjusted, if at all, upward or downward on a dollar-for-dollar basis, based on the difference between Net Book Value of the Business as set forth on the Statement of Net Book Value and the Net Book Value of the Business as it existed as of September 30, 2002. The parties shall agree on the Net Book Value of the Business as it existed on September 30, 2002. After the Closing, and in a manner provided in Section 2.3 through 2.5, the Cash Consideration shall be further adjusted (the "Final Adjustment to Cash Consideration"), if at all, upward or downward on a dollar-for-dollar basis, based on the difference between Net Book Value of the Business as it existed as of September 30, 2002 and the Net Book Value of the Business as set forth on the Post-Closing Statement of Net Book Value. Notwithstanding the foregoing, there shall be no adjustment to the Cash Consideration for any increase or decrease in Property, Plant and Equipment. The Final Adjustment to Cash Consideration, if any, shall be paid by Buyer or Seller, as the case may be, in accordance with the provisions of Section 2.5.
Adjustment to Cash Consideration. (1) If the daily volume weighted average price of a share of Buyer Stock during the 10 consecutive trading days ending on and including the second trading day prior to the Closing (the "CLOSING VALUE") is greater than or equal to $10.00 per share but less than $11.00 per share, the Buyer will execute and deliver to the Closing Stockholders separate interest-free promissory notes (the "GAP NOTES") payable to the Closing Stockholders in the amounts of their respective Allocable Portions of the amount equal to the difference between (1) $30.8 million minus (2) the product of 2.8 million times the Closing Value, which amounts shall be payable in three equal installments on the six-month, 12-month and 18-month anniversaries of the Closing Date, and which notes shall be subordinated to (x) the existing senior indebtedness of the Buyer in the original aggregate principal amount of $116 million and (y) the indebtedness proposed to be incurred by the Buyer in connection with its acquisition of Xxxxxxxxx Brothers.
(2) If the Closing Value is greater than or equal to $8.00 per share but less than $10.00 per share, (A) the Cash Consideration will be increased by an amount equal to the difference between (x) $28 million minus (y) the product of 2.8 million multiplied by the Closing Value, and (B) the Gap Notes which the Buyer will execute and deliver to the Closing Stockholders shall be payable to the Closing Stockholders in the amounts of their respective Allocable Portions of $2.8 million, which amounts shall be payable in three equal installments on the six-month, 12-month and 18- month anniversaries of the Closing Date, and which notes shall be subordinated to (x) the existing senior indebtedness of the Buyer in the original aggregate principal amount of $116 million and (y) the indebtedness proposed to be incurred by the Buyer in connection with its acquisition of Xxxxxxxxx Brothers.
Adjustment to Cash Consideration. The Cash Consideration shall be reduced by an amount equal to the quotient (measured to the nearest whole cent), the numerator of which equals the product, not to exceed $1,000,000, of (i) 0.79 and (ii) the Aggregate Losses associated with the Loans set forth on Schedule 2.1(d) of the Company Disclosure Schedule and the denominator of which equals the sum of (i) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and (ii) the number of Company Stock Options outstanding immediately prior to the Effective Time. For the purpose of this Section 2.1(d), the term “Aggregate Losses” shall mean the sum of (i) the dollar amount of all losses, costs, expenses, damages, settlements, and liabilities (including, without limitation, insurance deductibles, legal fees and other out-of-pocket expenses associated therewith) paid or incurred by the Company, net of any insurance proceeds received by the Company, (ii) the dollar amount of all write-downs taken or loan loss or litigation reserves established by the Company in accordance with GAAP, and (iii) any reduction in fair value resulting from any purchase credit impairment required by GAAP purchase accounting, in each case arising out of, relating to, or based upon, the Loans set forth on Schedule 2.1(d) of the Company Disclosure Schedule, from the date of this Agreement through and including the Determination Date.
Adjustment to Cash Consideration. The Cash Consideration shall be adjusted to reflect the amount of net working capital on Seller’s Balance Sheet (as hereinafter defined) on the Closing Date (the “Net Working Capital”). For purposes of this Agreement, “Net Working Capital” means current assets less current liabilities as such terms shall be determined in accordance with United States generally accepted accounting principles (“GAAP”), provided, however, that, whether or not required by GAAP, current liabilities shall include, without limitation, expenses of Seller relating to the transaction contemplated by this Agreement and expenses relating to severance payments.
Adjustment to Cash Consideration. If the Closing Date Net Equity is greater than $1,175,000, the Purchase Price will be increased by an amount equal to the difference between the Closing Date Net Equity and $1,175,000. If the Closing Date Net Equity is less than $1,175,000, the Purchase Price will be decreased by an amount equal to the difference between $1,175,000 and the Closing Date Net Equity.
Adjustment to Cash Consideration. Subject to Section 10.10, amounts paid in respect of the parties' indemnification obligations shall be paid in cash and shall be treated as an adjustment to the Cash Consideration.
Adjustment to Cash Consideration. The parties shall treat all indemnification payments made under this Agreement as an adjustment to the Cash Consideration for applicable Tax purposes.
