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] Final execution version - MPL / MP2L
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.
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. 5.1 If the Actual Net Current Assets calculated in accordance with schedule 7 and 8 are less than the Required Net Current Assets (Negative Difference), the Cash Consideration shall be reduced following Completion by the Negative Difference.
Adjustment to Cash Consideration. In arriving at the Cash Consideration set forth in Section 5 above and the royalty payments set forth in Section 6 above (collectively, the "Purchase Price"), the parties have attempted to make a reasonable and good faith allocation of value between the assets and business being sold or transferred to Newco under this Agreement (the "Sold Business") and the assets and business being retained by Seller (the "Retained Business"). However, neither party is entirely comfortable that the Purchase Price properly reflects the appropriate allocation of value between the Sold Business and the Retained Business. Therefore, Seller and Newco hereby agree that the Purchase Price shall be adjusted as set forth below in the event there is an acquisition, merger, or sale of all or substantially all of the assets (the "Acquisition") of the Sold Business or Retained Business:
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.
Adjustment to Cash Consideration. If HLTH sells any HLTH Auction Rate Securities at or prior to the Effective Time and the aggregate cash proceeds from the sale of such HLTH Auction Rate Securities are less than 100% of the principal amount thereof, then the Cash Consideration Amount shall be reduced by an amount equal to (x) the difference between 100% of the principal amount thereof and the aggregate cash proceeds received by HLTH divided by (y) the number of shares of HLTH Common Stock outstanding at the Effective Time. If HLTH does not sell all of the HLTH Auction Rate Securities at or prior to the Effective Time and the conditions set forth in Section 8.02(g)(ii) or (iii) have been satisfied at the Effective Time, then the Cash Consideration Amount shall be reduced by an amount equal to (x) 25% of the principal amount of the HLTH Auction Rate Securities held by HLTH and the HLTH Subsidiaries at the Effective Time divided by (y) the number of shares of HLTH Common Stock outstanding at the Effective Time. Any reduction of the Cash Consideration Amount pursuant to this Section 3.01(d) shall be referred to herein as the “Reduction Amount”.”
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 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 will be reduced by any Excess Expenses, Working Capital Deficit, and Remaining Notes.
