Adjustment to Estimated Purchase Price Sample Clauses

Adjustment to Estimated Purchase Price. (a) Buyer shall prepare and deliver to Seller within forty-five (45) days following the Closing Date a statement (the “Closing Statement”), which will utilize the same accounting methods, policies, practices, procedures and adjustments as were used in the preparation of the Base Statement, and which shall set forth in reasonable detail the Net Assets of the Business as of the close of business on the date immediately prior to the Closing Date (the “True-Up Amount”). (b) Following its receipt from Buyer of the Closing Statement, Seller shall have thirty (30) days to review the Closing Statement and the True-Up Amount and to inform Buyer in writing of any disagreement (the “Objection”) that it may have with the Closing Statement or the True-Up Amount, which objection shall specify in reasonable detail Seller’s disagreement with the Closing Statement or the True-Up Amount. Buyer agrees, at no cost to Seller, to give Seller and its authorized Representatives reasonable access to such employees, officers and other facilities and such books and records of Buyer and its Affiliates as are reasonably necessary to allow Seller and its authorized Representatives to review the Closing Statement and the True-Up Amount. If Buyer does not receive the Objection within such thirty (30) day period, the True-Up Amount and the other amounts set forth on the Closing Statement delivered pursuant to Section 3.2(a) shall be deemed to have been accepted by Seller and shall become binding upon Seller. If Seller does timely deliver an Objection to Buyer, Buyer shall then have fifteen (15) days from the date of receipt of such Objection (the “Review Period”) to review and respond to the Objection. Seller and Buyer shall attempt in good faith to resolve any disagreements with respect to the Closing Statement or the True-Up Amount. If they are unable to resolve all of their disagreements with respect to the Closing Statement or the True-Up Amount within twenty (20) days following the expiration of Buyer’s Review Period, they may refer, at the option of either Buyer or Seller, their differences to an internationally recognized firm of independent public accountants selected jointly by Buyer and Seller, which accountants shall determine, only with respect to the disagreements so submitted, whether and to what extent, if any, the amounts set forth on the Closing Statement or the True-Up Amount require adjustment. If Buyer and Seller are unable to so select the independent public accountan...

Adjustment to Estimated Purchase Price. (i) If the Actual Adjustment is a positive amount, then within three Business Days after the date on which the Purchase Price is finally determined pursuant to Section 2.4(b), (A) the Parties shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to deliver to Seller the Adjustment Escrow Funds and (B) Buyer shall pay, or shall cause the Company to pay, to Seller the amount of the Actual Adjustment in wire transfer of immediately available funds. (ii) If the Actual Adjustment is a negative amount, then within three Business Days after the date on which the Purchase Price is finally determined pursuant to Section 2.4(b), the Parties shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to deliver to Buyer an amount equal to the absolute value of such negative amount from the Adjustment Escrow Funds; provided that if the absolute value of such negative amount is less than the Adjustment Escrow Amount, then simultaneously with the delivery of such joint written instructions, the Parties shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release any excess funds remaining in the Adjustment Escrow Account (after payment to Buyer of the absolute value of such negative amount) to Seller. For the avoidance of doubt, the Adjustment Escrow Amount shall serve as the sole and exclusive source of recovery for any amounts owed to Buyer in connection with the final determination of the Purchase Price and Actual Adjustment pursuant to this Section 2.4. (iii) Any amounts which are paid pursuant to this Section 2.4(c) will be treated as an adjustment to the Purchase Price for all purposes hereunder, except as otherwise required by applicable Law.

Adjustment to Estimated Purchase Price. (i) If the Adjustment Amount is a positive amount, then (A) Purchaser shall pay the Adjustment Amount to the Sellers’ Representative (for the benefit of the Sellers) by wire transfer or delivery of immediately available funds within three (3) Business Days after the date on which the Purchase Price is finally determined pursuant to this Section 2.3; provided that Purchaser’s aggregate liability pursuant to this Section 2.3(d)(i)(A) shall in no event exceed an amount equal to $200,000 and (B) within three (3) Business Days after the date on which the Purchase Price is finally determined pursuant to this Section 2.3, Purchaser shall issue to the Sellers, in accordance with each Seller’s respective Pro Rata Percentage, the entirety of the Held Back Shares. (ii) If the Adjustment Amount is a negative amount, then within three (3) Business Days after the date on which the Purchase Price is finally determined pursuant to this Section 2.3, Purchaser shall issue to the Sellers, in accordance with each Seller’s respective Pro Rata Percentage, the number of Held Back Shares equal to the dollar amount remaining after subtracting the absolute value of such negative amount (or, if the absolute value of such negative amount exceeds $200,000, then none of the Held Back Shares shall be issued to the Sellers). (iii) For the avoidance of doubt, the right to not issue all or a portion of the Held Back Shares to the Sellers shall be the sole and exclusive remedy available to Purchaser and its Affiliates for any negative Adjustment Amount pursuant to Section 2.3(d)(ii). (iv) Any amounts which become payable and Held Back Shares issuable pursuant to this Section 2.3(d) will constitute an adjustment to the Purchase Price for all purposes.

Adjustment to Estimated Purchase Price. (i) If the Actual Adjustment is a positive amount, Parent and/or Surviving Corporation will pay to each holder of the Common Stock (other than any Dissenting Common Shares) as of immediately prior to the Effective Time and to each holder of Vested Options as of immediately prior to the Effective Time, an amount equal to, for each such share of Common Stock and/or for each share of Common Stock for which such Vested Option was exercisable for as of immediately prior to the Effective Time, a Pro Rata Portion of such positive amount (as reduced by the last sentence of this Section 2.9(c)(i)), net of applicable withholding Taxes, if any, by check or by wire transfer or delivery of other immediately available funds, in each case, within three business days after the date on which the Purchase Price is finally determined pursuant to Section 2.9(b) above. Notwithstanding the foregoing, such positive amount shall first be appropriately reduced by the amount payable to Broadview International LLC pursuant to the terms of the Broadview Engagement Letter as a result of the required payment to the Company Securityholders pursuant to this Section 2.9(c)(i) (without regard to this last sentence of Section 2.9(c)(i)), and such reduced amount shall be paid by the Company to Broadview International LLC. (ii) If the Actual Adjustment is a negative amount, then within three business days after the date on which the Purchase Price is finally determined pursuant to Section 2.9(b) above, the Surviving Corporation and Cornerstone shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to deliver to the Surviving Corporation an amount equal to the lesser of (x) an amount equal to such negative amount and (y) the amount of the Escrow Funds then held by the Escrow Agent in the Escrow Account.

Adjustment to Estimated Purchase Price. (i) If the Actual Adjustment is a positive amount, Parent shall promptly pay the amount of the Actual Adjustment by issuing shares of Parent Common Stock, with an aggregate value (based on the Average Trading Price as of the date of determination of the Actual Adjustment) equal to the Actual Adjustment, to those Members who held Common Units as of the Closing Date (on a pro rata basis based on the number of Common Units held by each Member as of immediately prior to the Closing), as set forth in a written notice by Seller. (ii) If the Actual Adjustment is a negative amount, then Seller shall promptly pay Parent the amount of the Actual Adjustment by instructing the Escrow Agent to deliver to Parent such number of shares of Escrowed Stock that has an aggregate value (based on the Average Trading Price as of the date of determination of the Actual Adjustment) equal to the Actual Adjustment.

Adjustment to Estimated Purchase Price. (i) If the Actual Adjustment is a positive amount, then US Purchaser shall pay (or shall cause the Company to pay) to US Seller an amount equal to such positive amount by wire transfer or delivery of immediately available funds within three Business Days after the date on which the Purchase Price is finally determined pursuant to Section 1.1(b) above. (ii) If the Actual Adjustment is a negative amount, then US Seller shall pay to US Purchaser an amount equal to the absolute value of such negative amount within three Business Days after the date on which the Purchase Price is finally determined pursuant to Section 1.1(b) above to be paid (A) first from the Escrow Fund (and US Purchaser and US Seller shall promptly execute the necessary documents instructing the Escrow Agent to make the applicable payment to US Purchaser), and (B) then, to the extent the Escrow Fund is insufficient, the remaining balance from US Seller by wire transfer or delivery of immediately available funds. (iii) Any amounts remaining in the Escrow Fund after payment of the Actual Adjustment pursuant to Section 1.1(c)(i) or 1.1(c)(ii), as the case may be, shall be released to US Seller, and in such instance, US Purchaser and US Seller shall promptly execute the necessary documents instructing the Escrow Agent to make the applicable payment to US Seller.

Adjustment to Estimated Purchase Price. The Base Consideration, as it may be adjusted pursuant to Section 2.03(a) and Section 2.03(b) shall be the “Estimated Purchase Price,” which Estimated Purchase Price shall be payable to the Seller at the Closing in accordance with Section 2.04.

Adjustment to Estimated Purchase Price. (i) If the Actual Adjustment is a positive amount, then within three Business Days after the date on which the Purchase Price is finally determined pursuant to Section 2.3(d), Buyer shall pay to Seller an amount equal to the Actual Adjustment, by wire transfer or delivery of other immediately available funds. (ii) If the Actual Adjustment is a negative amount, then within three Business Days after the date on which the Purchase Price is finally determined pursuant to Section 2.3(d) above, Seller shall pay to Buyer an amount equal to the Actual Adjustment, by wire transfer or delivery of other immediately available funds.

Adjustment to Estimated Purchase Price. (i) If the Actual Adjustment is a positive amount (the “Positive Adjustment Amount”), Buyer will pay, or cause to be paid, to the Sellers in accordance with the wire transfer instructions delivered by the Sellers, an amount in cash equal to the Positive Adjustment Amount net of applicable withholding taxes, if any, by wire transfer or delivery of other immediately available funds within three Business Days after the date on which the Purchase Price is finally determined pursuant to Section 2.3(b). (ii) If the Actual Adjustment is a negative amount (the absolute value of such negative amount, the “Negative Adjustment Amount”), the Sellers will pay to Buyer an amount in cash equal to the Negative Adjustment Amount by wire transfer or delivery of other immediately available funds within three Business Days after the date on which the Purchase Price is finally determined pursuant to Section 2.3(b).

Adjustment to Estimated Purchase Price. (i) If the Final Purchase Price is greater than the Estimated Purchase Price, then Buyer shall pay to Seller an amount equal to such excess within five (5) Business Days of the final determination of such amount, by wire transfer of immediately available funds to an account designated in writing by Seller. (ii) If the Final Purchase Price is less than the Estimated Purchase Price, then Seller shall pay to Buyer an amount equal to such shortfall within five (5) Business Days of the determination of the Final Purchase Price. (iii) For the avoidance of doubt, any payment made under this Section 2.7(e) shall constitute an adjustment to the Purchase Price.