Adjustment to Closing Payment Sample Clauses

Adjustment to Closing Payment. (a) The Company shall have delivered to the Buyer a balance sheet of the Company, updated from and after the Balance Sheet Date (the “Estimated Closing Balance Sheet”), which the Company shall certify as being a good faith estimate of the balance sheet of the Company as of the Closing Date.
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Adjustment to Closing Payment. For purposes of this Agreement, the "Final Closing Date Net Book Value" shall equal one of the following, as applicable: (i) the Audited Closing Date Net Book Value, if the same shall be accepted or deemed accepted by the parties as set forth in Section 2.4(b); (ii) the agreed upon Net Book Value of the Company as of the Closing Date, if the Buyer and/or the Sellers disputes the Audited Closing Date Net Book Value and the parties are able to resolve such dispute among themselves as set forth in Section 2.4(b); or (iii) the Arbitrated Closing Date Net Book Value, if the Buyer and/or the Sellers disputes the Audited Closing Date Net Book Value and the parties elect to resort to arbitration as set forth in Section 2.4(b). Within ten (10) days following the determination of the Final Closing Date Net Book Value pursuant to the foregoing sentence, (i) the Sellers shall pay to the Buyer the amount by which the Final Closing Date Net Book Value is less than the Estimated Closing Date Net Book Value, if applicable, or (ii) the Buyer shall pay to the Sellers the amount by which the Final Closing Date Net Book Value is greater than the Estimated Closing Date Net Book Value, if applicable. Any payment made pursuant to this Section 2.5 shall be made in cash, by wire transfer of federal or immediately available funds, to an account designated in writing by the Sellers or the Buyer, as applicable.
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Adjustment to Closing Payment. If the Closing Working Capital Estimate is greater than the Working Capital Target, then the difference (the “Estimated Working Capital Surplus”) shall be included as an addition to the calculation of the Closing Payment, and if the Closing Working Capital Estimate is less than the Working Capital Target, then the difference (the “Estimated Working Capital Deficit”) shall be included as an addition in the calculation of the Closing Payment Reduction Amount; provided, however, in no event shall any adjustment be made unless the difference is greater than the amount determined by multiplying the Working Capital Target by seven and one half percent (7.5%).
Sample 1
Adjustment to Closing Payment. The “Final Cash Consideration” will be the Base Cash Consideration plus (1) the amount, if any, by which Final Net Working Capital exceeds the Upper Collar Amount, minus (2) the amount, if any, by which the Lower Collar Amount exceeds Final Net Working Capital, plus (3) Final Closing Cash, minus (4) Final Closing Indebtedness, minus (5) Final Seller Transaction Expenses, minus (6) Final Taxes Payable.
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Adjustment to Closing Payment. 2.5.1 The Final Net Asset Amount determined in accordance with Section 2.4.2 shall be used to calculate post-Closing adjustments to the Closing Payment as set forth in this Section 2.5.
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Adjustment to Closing Payment. (a) At Closing, the Closing Payment shall be reduced by an amount equal to the "Final Variance" as set forth on EXHIBIT L attached hereto.
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Adjustment to Closing Payment. 2.2.1 The Purchase Price has been agreed to between the Parties on the basis that the Net Current Assets as of the Closing Date will be Zero ("ASSUMED NET CURRENT ASSET VALUE"). For the purpose of computing the Net Current Assets under this Article 2.2, the amount outstanding from ISC on account of assets acquired on lease shall be excluded from Current Liabilities provided that the relevant leased assets are carried under fixed assets.
Sample 1
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Adjustment to Closing Payment. Five days prior to the Closing, the Seller and the Buyer will estimate the amount of the Seller’s accounts payable that will exist as of the Closing (the “Estimated Payables”) and will deduct from such amount Seller’s Receivables as of the Closing (excluding doubtful accounts). The net amount will be called the “Seller’s Net Payables”. At the Closing, the amount of cash payable pursuant to Section 2.1(b) will be reduced by the amount of the Seller’s Net Payables. Pursuant to the Closing, Buyer will assume, and thereafter pay, all such accounts payable as they become due and will purchase, and thereafter use commercially reasonable efforts to collect, such Receivables. Any Receivables not collected six (6) months after the Closing will be transferred back to the Seller, and the Seller will, within 10 days after such transfer, pay the Buyer the face amount thereof.
Sample 1

Related to Adjustment to Closing Payment

  • Closing Payment The Purchase Price, as adjusted by the application of the Deposit and by the prorations and credits specified herein, shall be paid, by wire transfer of immediately available federal funds (through the escrow described in Section 5 below), as and when provided in Section 5.2.2 below and in the “Escrow Agreement” (as hereinafter defined). The amount to be paid under this Section 3.2 is referred to herein as the “Closing Payment.”

  • Closing Payments At the Closing, Parent shall pay or cause to be paid the following amounts by wire transfers of immediately available funds:

  • Post-Closing Payment Payment to Shareholder of his portion of the Post-Closing Payment shall be made in the same manner as payments under the Additional Short-Term Note.

  • Post-Closing Payments (a) On the first anniversary of the Closing Date, Buyer will pay to Seller or, to the extent designated by Seller in writing and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, the remaining 33.33% of the Closing Cash Consideration, as finally determined in accordance with Section 3.4 (the “Deferred Cash Payment”), via wire transfer to the Seller’s Bank Account or the Member Bank Accounts, as applicable.

  • Post-Closing Purchase Price Adjustment (a) As promptly as practicable, but in no event later than ninety (90) days following the date of the Applicable Closing, Parent shall prepare and deliver to SunGard Data a statement (the “Post-Closing Statement”), certified by the chief financial officer of Parent and accompanied by reasonable supporting detail, setting forth the Closing Net Working Capital, the Company Transaction Fees and Expenses and the Merger Consideration, including, in each case, the calculation thereof in reasonable detail. The calculations set forth in the Post-Closing Statement shall be final and binding on all Parties unless SunGard Data gives Parent written notice of its objections thereto (an “Objection Notice”), with reasonable supporting detail as to each such objection (each, a “Post-Closing Calculation Objection”), within forty-five (45) days after receipt of the Post-Closing Statement (the “Objection Period”). In the event SunGard Data fails to give Parent an Objection Notice prior to the expiration of the Objection Period or otherwise earlier notifies Parent in writing that SunGard Data has no objections to the calculations set forth in the Post-Closing Statement, the Post-Closing Statement shall be deemed final and binding on all Parties hereto, and all payments to be made in accordance with Section 3.4(d) shall be derived therefrom. Any component of the calculations set forth in the Post-Closing Statement that is not the subject of a timely delivered Objection Notice by SunGard Data shall be final and binding on all Parties except to the extent such component could be affected by other components of the calculations set forth in the Post-Closing Statement. Throughout the period following the Closing Date until the components of the calculations set forth in the Post-Closing Statement are deemed final and binding pursuant to this Section 3.4, subject to Section 7.21, Parent shall permit SunGard Data and its Representatives reasonable access (with the right to make copies), during business hours upon reasonable advance notice, to the financial books and records of the Surviving Corporation and its Subsidiaries for the purposes of the review and objection right contemplated herein.

  • Adjustment to Merger Consideration The Merger Consideration shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Common Stock), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Common Stock occurring on or after the date hereof and prior to the Effective Time.

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

  • Closing Purchase Price The Closing Purchase Price (the "Closing Purchase Price") shall be paid or delivered by Buyer at Closing in the following manner:

  • Post-Closing Adjustment (i) Within sixty (60) days following the Closing Date, Seller shall prepare and deliver to Buyer a statement (the “Closing Statement”) that shall set forth in reasonable detail Seller’s calculation of the net amount of all adjustments to the Base Purchase Price required by Section 2.6(a) taking into account actual data (the “Purchase Price Adjustment”), together with reasonable supporting material regarding the computation thereof. Buyer shall have thirty (30) days to review the Closing Statement following receipt thereof. On or before the end of such 30-day review period, Buyer may object to the Closing Statement by written notice to Seller (the “Objection Notice”), setting forth Buyer’s specific objections to the calculation of the Purchase Price Adjustment. Such Objection Notice shall specify those items or amounts with which Buyer disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount (and reasonable supporting material therefor), and shall set forth Buyer’s calculation of the Purchase Price Adjustment based on such objections. To the extent not set forth in a timely-delivered Objection Notice, Buyer shall be deemed to have agreed with Seller’s calculation of all other items and amounts contained in the Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection Notice. If Buyer does not timely deliver any Objection Notice, Buyer shall be deemed to have agreed with and accepted Seller’s calculation of the Purchase Price Adjustment, and the Closing Statement shall be final and binding on the Parties as of the end of Buyer’s 30-day review period.

  • Closing Adjustment Not less than three (3) Business Days prior to the anticipated Closing Date, Sellers shall provide Purchasers with a certificate signed by an officer of each of the Sellers attaching reasonable and good faith estimates (the “Closing Estimates”) of each of (i) the Closing Working Capital (the “Estimated Closing Working Capital”), (ii) the Closing Cash Amount (the “Estimated Closing Cash Amount”); (iii) the Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”); (iv) the Closing Date Transaction Fees (the “Estimated Closing Date Transaction Fees”); and (v) the Closing Adjustment (as defined below). Each of the Closing Estimates shall be determined in accordance with the Accounting Methodology. Purchasers shall be entitled to review, and propose reasonable changes to the Closing Estimates and Sellers shall provide Purchasers and their Representatives with reasonable access, at reasonable times following prior notice, to the officers, employees, agreements and books and records of the Transferred Entities to verify the accuracy of such amounts. The Sellers shall consider the Purchasers’ proposed changes in good faith. If the Parties are unable to reach agreement on any proposed changes, the Closing Estimates (and the components thereof) as proposed by the Sellers shall control solely for purposes of payments to be made at Closing and shall not limit or otherwise effect the Purchasers’ remedies under this Agreement or otherwise constitute an acknowledgment by Purchasers of the accuracy of the Closing Estimates. The “Closing Adjustment” shall equal (i) the Estimated Closing Working Capital, plus (ii) the Estimated Closing Cash Amount, less (iii) the Target Working Capital, less (iv) the Estimated Closing Date Indebtedness, and (v) less the Estimated Closing Date Transaction Fees.

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