Adjustment to Initial Purchase Price. Each Purchaser's Initial Purchase Price shall be subject to such adjustments as are specified in this Section 3.3, as may occur under the provisions of Section 3.5 (this Section 3.3 and such other Section being referred to as the "Adjustment Sections," and each Purchaser's Initial Purchase Price as so adjusted is herein referred to as such Purchaser's "Purchase Price").
Adjustment to Initial Purchase Price. An adjustment to the Initial Purchase Price will be calculated in accordance with the following provisions:
Adjustment to Initial Purchase Price. Upon the later to occur of (i) acceptance or deemed acceptance of the Closing Date Statement or (ii) the resolution of Purchaser's objections in connection therewith, Seller shall pay to Purchaser the amount, if any, by which Initial Purchase Price exceeds the Closing Purchase Price or, conversely, Purchaser shall pay to Seller the amount, if any, by which the Closing Purchase Price exceeds the Initial Purchase Price. The applicable amount shall be paid by wire transfer of immediately available funds to the appropriate party within five business days after such determination.
Adjustment to Initial Purchase Price. 16 SECTION 3.4
Adjustment to Initial Purchase Price. Upon the later to occur of (i) acceptance or deemed acceptance of the Closing UNICARE Balance Sheet or
Adjustment to Initial Purchase Price. (A) Not later than April 30, 2000 Arrow shall prepare and deliver (or cause to be prepared and delivered) (1) a consolidated balance sheet of the Company and its Subsidiaries (as defined in Section 3(e)) as of December 31, 1999; (2) a consolidated pro forma balance sheet of the Company and its Subsidiaries as of December 31, 1999 (the "December 31, 1999 Pro Forma Balance Sheet") giving effect to the property transfers referred to in Section 8(a) hereof as if each such transfer had occurred on December 31, 1999 but excluding the effect of any capital gain arising as a result of such transfers and excluding the effect of the FFR 8.1 million dividend referred to in Section 3.1(s)(xi); and (3) a consolidated income statement of the Company and its Subsidiaries (the "TE Group") for the fiscal year ended as of December 31, 1999; which consolidated balance sheets and consolidated income statement shall be prepared in accordance with French generally accepted accounting principles and the inventory valuation rules set forth on Schedule 1 hereto and shall be audited by Arrow's accountant, Ernst & Young (together, the "Audited 1999 Financial Statements"). Arrow and Ernst & Young shall be granted full access to the books and records of the Company and each Subsidiary for this purpose. As part of such audit Ernst & Young shall review the appropriateness of the change in the depreciation of systems and the releases of provisions referred to in Section 3(s)(i) and such change and such releases shall only be reflected in the Audited 1999 Financial Statements to the extent that Ernst & Young are in agreement with the same. The Selling Securityholders and their auditors, PriceWaterhouseCoopers, may participate in the preparation of the Audited 1999 Financial Statements and they shall be granted full access to the books and records of the Company and each Subsidiary for such purpose. The December 31, 1999 Pro Forma Balance Sheet shall be used to calculate the Purchase Price.
Adjustment to Initial Purchase Price. Upon the later to occur of (i) acceptance or deemed acceptance of the Closing UNICARE Balance Sheet or (ii) the resolution of Purchaser's objections in connection therewith, Seller shall pay to Purchaser the amount, if any, by which the Adjusted Initial Purchase Price exceeds the Closing Purchase Price, plus simple interest thereon at a rate of 6% per annum from September 1, 1998 to the date of payment, or, conversely, Purchaser shall pay to Seller the amount, if any, by which the Closing Purchase Price exceeds the Adjusted Initial Purchase Price, plus simple interest thereon at a rate of 6% per annum from September 1, 1998 to the date of payment. The applicable amount shall be paid by wire transfer of immediately available funds to an account or accounts designated by the appropriate party within five business days after such determination, acceptance or deemed acceptance. For purposes of this Section 2.2.2(b), "Adjusted Initial Purchase Price" shall mean the Initial Purchase Price PLUS $8,631,000.
Adjustment to Initial Purchase Price. For all Tax purposes, the parties agree to treat indemnity payments made pursuant to this Agreement as an adjustment to the Merger Consideration.
Adjustment to Initial Purchase Price. (a) Within 90 days after Completion, Purchaser shall provide to Seller (i) the audited consolidated financial statements of PHL and its subsidiary undertakings as of and for the year ended December 31, 2004, including the notes thereto (the "Audited 2004 Financial Statements"), which shall be prepared in accordance with accounting standards generally accepted in Ireland and the Irish statutes comprising the Companies Acts 1963-2003, and the European Communities (Companies: Group Accounts) Regulations 1992 (collectively, "Irish GAAP"), applied in a manner consistent with the preparation of the Audited Financial Statements, (ii) the calculation of Audited Full Year 2004 EBITDA based thereon and (iii) if applicable, the calculation of the reduction to the Initial Purchase Price pursuant to Section 2.2(b).
Adjustment to Initial Purchase Price. (a) As promptly as practicable following the Closing Date (but in any event within ninety (90) days thereafter), the Buyer shall prepare and deliver to the Seller the Closing Statement certified on behalf of the Buyer, dated the date of its delivery, stating that the Buyer has conducted a review of all relevant information and data then reasonably available and setting forth the best estimate by the Buyer of the Final Purchase Price and the Purchase Price Surplus or the Purchase Price Deficit, as applicable, based thereon. The Closing Statement shall (i) be prepared on a consolidated basis for all BPS Companies in accordance with GAAP, using the same principles, policies and methodologies reflected on Schedule 2.6(a), (ii) include reasonable supporting documentation for the estimates and calculations contained therein (together with any additional information reasonably requested by the Seller), and (iii) be prepared in good faith and in accordance with this Agreement.
