Adjustment to Cash Purchase Price. If the Working Capital reflected on the Estimated Working Capital Statement is less than $12,750,000, the Cash Purchase Price payable at Closing pursuant to Section 2.4 shall be reduced by the amount of such shortfall on a dollar-for-dollar basis. If the Working Capital reflected on the Estimated Working Capital Statement is greater than $12,750,000, the Cash Purchase Price payable at Closing pursuant to Section 2.4 shall be increased by the amount of such excess on a dollar-for-dollar basis.
Adjustment to Cash Purchase Price. The Cash Purchase Price payable at Closing pursuant to Section 2.4 shall be reduced by the greater of (i) the Estimated Closing Reserve Amount or (ii) $1,125,000 (the amount of such reduction shall be referred to as the “Reserve Deduction”).
Adjustment to Cash Purchase Price. (a) Subject to Section 3.3(b), at the Closing, the Cash Purchase Price shall be adjusted, without duplication, to account for the items set forth in this Section 3.3(a):
(i) The Cash Purchase Price shall be adjusted to account for the items prorated as of the Closing Date pursuant to Section 3.5.
(ii) The Cash Purchase Price shall be increased by the amount expended by Seller between the date hereof and the Closing Date for capital additions to or replacements of property, plant and equipment included in the Purchased Assets and other expenditures or repairs on property, plant and equipment included in the Purchased Assets that are capitalized by Seller in accordance with its normal accounting policies to the extent that Seller has not been reimbursed by Buyer prior to the Closing for such expenditures by Seller; provided, that such expenditures (A) are not described in the capital budgets listed in Schedule 6.1, (B) are not required (1) for the customary operation and maintenance of CPS, (2) to replace equipment which has failed for any other reason, or (3) to comply with applicable laws, rules and regulations, and (C) Buyer has specifically requested or approved such expenditures in writing. Nothing in this paragraph should be construed to limit Seller's rights and obligations to make all capital expenditures necessary to comply with NRC licenses and other Permits. 174
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(b) At least thirty (30) calendar days prior to the Closing Date, Seller shall prepare and deliver to Buyer an estimated closing statement (the "Estimated Closing Statement") that shall set forth Seller's best estimate of all estimated adjustments to the Cash Purchase Price required by Section 3.3(a) (the "Estimated Adjustment"). Within ten (10) calendar days after the delivery of the Estimated Closing Statement by Seller to Buyer, Buyer may object in good faith to the Estimated Adjustment in writing. If Buyer objects to the Estimated Adjustment within such ten (10) day period, the Parties shall attempt to resolve their differences by negotiation. If the Parties are unable to do so prior to the Closing Date (or if Buyer does not object to the Estimated Adjustment), the Cash Purchase Price shall be adjusted (the "Closing Adjustment") for the Closing by the amount of the Estimated Adjustment not in dispute. ...
Adjustment to Cash Purchase Price. (a) Subject to Section 3.3(b), at the Closing, the Cash Purchase Price shall be adjusted, without duplication, to account for the items set forth in this Section 3.3(a):
(i) The Cash Purchase Price shall be adjusted to account for the items prorated as of the Closing pursuant to Section 3.5.
(ii) If, during the period from the Effective Date and the Closing, the Seller fails to spend the Required Capital Expenditure Amount designated for any capital project set forth in Schedule 3.3(a)(ii), then the Cash Purchase Price shall be decreased by an amount equal to the difference between (A) the Required Capital Expenditure Amount for each such capital project for which the Seller has not spent at least the Required Capital Expenditure Amount and (B) the amount of capital expenditures made by the Seller for such capital project on or after the Effective Date through the Closing, provided that the Required Capital Expenditure Amount for each such capital project scheduled for 2002 shall be pro rated for the number of days of the quarter allocated to such project in Schedule 3.3(a)(ii) elapsed prior to the Closing divided by the total number of days in each such quarter.
(iii) The Cash Purchase Price shall be increased by an amount equal to (w) any amount paid by the Seller pursuant to Section 6.1(d), (x) any operation and maintenance expenses actually paid by the Seller during the Interim Period related to the Refueling Outage that are incurred consistently with the Seller's past practices and approved in writing by the Buyer, (y) any operation and maintenance expenses actually paid by the Seller during the Interim Period that the Seller would not have actually paid but for the specific written request by the Buyer, and (z) any capital expenditures actually paid by the Seller during the Interim Period that are agreed to by Buyer in writing, other than Required Capital Expenditure Amounts.
(iv) The Cash Purchase Price shall be (i) increased if and to the extent that the actual Adjusted Book Value of the Seller's Nuclear Fuel on the Closing Date is greater than the amount stated in clause (B) of Section 3.2 and (ii) decreased if and to the extent such Adjusted Book Value is less than such stated amount.
(v) The Cash Purchase Price shall be (i) increased if and to the extent that the actual Adjusted Book Value of the Seller's Inventories on the Closing Date is greater than the amount stated in clause (C) of Section 3.2 and (ii) decreased if and to the extent such Ad...
Adjustment to Cash Purchase Price. If the General Partner elects to raise funds to pay the Cash Purchase Price through a public offering of its securities, borrowings or otherwise, the aggregate Cash Purchase Price computed under Section 5 above shall be reduced by an amount ("Transaction Expenses") equal to the expenses incurred by the General Partner in connection with such raising of funds allocable to the amounts required to pay the Cash Purchase Price hereunder; provided, however, notwithstanding the foregoing, the Cash Purchase Price shall not be reduced hereunder by an amount exceeding 5% of the Cash Purchase Price computed without regard to the adjustment for Transaction Expenses.
Adjustment to Cash Purchase Price. (a) At least three business days prior to Closing, Seller shall deliver to Buyer an estimated schedule of Working Capital (as herein defined) of JAC and FCS, with line items estimated in good faith as of the close of business on the Closing Date (the “Closing Schedule”). The Closing Schedule shall also include separate line items for good faith estimates of Indebtedness (“Closing Indebtedness”), the Closing Retiree Benefit Liability, the JAIX Taxes (the “Closing JAIX Taxes”) and Interim Earnings (“Closing Interim Earnings”). The Closing Schedule shall be prepared in accordance with the Accounting Principles (as defined in Section 2.6).
(b) For purposes of this Agreement, the term “Working Capital” shall mean an amount equal to the sum of (x) the book value of Accounts Receivable (net), Inventory, Prepaid Expenses and other Current Assets of JAC and FCS, less (y) the book value of Accounts Payable, Accrued Payroll and Employee Benefits, Accrued Vacations, Accrued Warranty, Workers’ Compensation and other Current Liabilities of JAC and FCS, as set forth as line items on the Closing Schedule. For purposes of determining Working Capital, accrued federal and state income taxes shall not be included to the extent retained by Seller. Schedule 1.4(b) sets forth the same line items as of March 31, 1999.
Adjustment to Cash Purchase Price. 1. If (i) the sum of the Working Capital Surplus (if applicable) and the Closing Net Worth Surplus (if applicable) exceeds (ii) the sum of the Working Capital Deficiency (if applicable), the Closing Net Worth Deficiency (if applicable) and the Non-Primary Working Capital Deficiency, if any, Buyer shall pay an amount equal to such excess to Sellers within five (5) business days after the Working Capital Adjustment and Closing Net Worth have been finally determined, by wire transfer of immediately available funds to the bank account designated by Sellers pursuant to Section 3.2(b).
2. If (i) the sum of the Working Capital Deficiency (if applicable), the Closing Net Worth Deficiency (if applicable) and the Non-Primary Working Capital Deficiency, if any, exceeds (ii) the sum of the Working Capital Surplus (if applicable) and the Closing Net Worth Surplus, the parties shall deliver to the General Escrow Agent, within five (5) business days after the Working Capital Adjustment and Closing Net Worth have been finally determined, their written direction to release to Buyer an amount equal to the lesser of (i) the amount of the deficiency, or (ii) the amount of the General Escrow Deposit then held in escrow.
Adjustment to Cash Purchase Price. The Cash Purchase Price shall be adjusted as provided in this Section 2.2 and the resulting amount shall be referred to as the "Adjusted Purchase Price." Not less than five (5) days prior to the Closing Date (as defined in Section 7.1), Seller shall deliver to Purchaser a preliminary closing statement (the "Preliminary Closing Statement"), substantially in the form of Exhibit A, setting forth adjustments to the Cash Purchase Price using the best information then available and prepared in accordance with customary accounting principles used in the oil and gas industry.
Adjustment to Cash Purchase Price. The Cash Purchase Price payable to the Company shall be increased by an amount equal to (a) all payments made to the Company for the exercise of options under the Option Plan (as defined in Section 5.02) on or after the date of this Agreement but before the Closing and (b) all payments by the shareholders of the Company (the "Shareholders") to the Company on or after May 1, 1997 pursuant to those certain Promissory Notes made on or about February 20, 1996 payable to the Company by the Shareholders in connection with the acquisition of their respective interests in the Company.
Adjustment to Cash Purchase Price. To the extent allowed under applicable Law, any payment by Buyer or Seller under this Section shall be an adjustment to the Purchase Price.
