Adjustment to Initial Purchase Price. An adjustment to the Initial Purchase Price will be calculated in accordance with the following provisions:
(i) Between the Effective Date and the Closing Date, the Parties shall prepare a balance sheet of the Business as of the Effective Date (the "Effective Date Balance Sheet"). The Effective Date Balance Sheet will include the same line items and be prepared in accordance with the same policies and practices as the Pro Forma Balance Sheet; provided however, the Parties agree that: (x) To the extent a receivable includes an unperformed obligation of the Seller, which shall be performed by the Buyer, that portion of the receivable attributable to the unperformed obligation plus a pro rata share of the profit of such receivable, shall be deducted from the receivables on a dollar for dollar basis on the Effective Date Balance Sheet, whether such unperformed obligation is reflected in Deferred Revenue or otherwise; (y) all inventory related to the National Weather Service contract shall be deducted from the Inventory on a dollar for dollar basis; and (z) any trade payable outstanding on the Effective Date that relates to products shipped on or before the Effective Date shall be deducted from the payables on a dollar for dollar basis.
(ii) The difference between the Equity/Payable to Parent line item on the Effective Date Closing Balance Sheet and the Equity/Payable to Parent on the Pro Forma Balance Sheet (the "Adjustment") shall be an adjustment to the Initial Purchase Price. When the Parties have agreed on the "Adjustment", the Parties will proceed to calculate the Adjusted Purchase Price as follows: If the Adjustment is greater than 1, the Adjustment shall increase the Initial Purchase Price on a dollar for dollar basis and if the Adjustment is less than 1, it shall reduce the Initial Purchase Price on a dollar for dollar basis, resulting in the "Adjusted Purchase Price".
(iii) After the determination of the Adjusted Purchase Price, the Parties agree that the sum of the line items Accrued Vacation Payable, Accrued Bonuses and Accrued Commissions but only to the extent they relate to Transferred Employees on the Effective Date Balance Sheet (together, "Seller's Payments") shall be deducted from the Adjusted Purchase Price on a dollar for dollar basis, because the Buyer will pay those obligations on behalf of the Seller to the third parties. The result of the Adjusted Purchase Price less the Seller's Payments shall be the "Final Purchase Price".
(iv) Betwee...
Adjustment to Initial Purchase Price. The Initial Purchase Price shall be subject to such adjustments as are specified in Section 3.4, Section 3.5, Section 7.5, Section 7.6 and ARTICLE 9, if any (the Initial Purchase Price as so adjusted is herein referred to as the "Purchase Price").
Adjustment to Initial Purchase Price. 16 SECTION 3.4
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").
(a) Adjustments from Prorations. Each Purchaser's Initial Purchase Price shall be adjusted to account for the items prorated with respect to such Purchaser as of the Closing Date pursuant to Section 3.4(a).
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. (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).
(b) If the Audited Full Year 2004 EBITDA is less than Euro 15,772,500, then the Initial Purchase Price shall be reduced by an amount equal to the product of (A) US$150,000,000 (the "Estimated Enterprise Value") times (B) 1 minus the quotient of (x) Audited Full Year 2004 EBITDA divided by (y) Budgeted Full Year 2004 EBITDA.
(c) The reduction in the Initial Purchase Price made pursuant to Section 2.2(b) shall be settled by the delivery to UGC, within 30 days following the deliveries to Seller pursuant to Section 2.2(a), of a number of UGC Exchange Shares with an aggregate UGC Average Share Price equal to the amount of the reduction.
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. 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.
(B) Upon completion of the Audited Financial Statements, the Purchase Price shall be decreased by the amount, if any, by which Total Shareholders Equity at December 31, 1999 as set forth in the December 31, 1999 Pro Forma Balance Sheet is less than FFR49,756,380.
(C) Upon completion of the calculation of the adjustment to the Purchase Price pursuant to Section 1(d)(ii)(B) Arrow shall promptly thereafter (but in no case more than five (5) business days thereafter) pay to each Selling Securityholder such ...
Adjustment to Initial Purchase Price. The Initial Purchase Price will be adjusted as follows:
(i) If the Net Working Capital exceeds the Estimated Net Working Capital (which shall mean, to the extent that the Estimated Net Working Capital is a negative number, that the Net Working Capital is a smaller negative number or is a positive number), the Buyer will pay to the Seller an amount equal to such excess by wire transfer or delivery of other immediately available funds within three Business Days after the date on which the Net Working Capital for SkateNation and its Subsidiaries finally is determined pursuant to Section 2.06 above.
(ii) If the Net Working Capital is less than the Estimated Net Working Capital (which shall mean, to the extent that the Estimated Net Working Capital is a negative number, that the Net Working Capital is a larger negative number), the Seller will pay to the Buyer an amount equal to such deficiency by wire transfer or delivery of other immediately available funds within three Business Days after the date on which the Net Working Capital for SkateNation and its Subsidiaries finally is determined pursuant to Section 2.06 above. The Initial Purchase Price as so adjusted is referred to herein as the "Purchase Price."
