Adjustment to Purchase Consideration. Amounts paid for indemnification under Article VIII shall be deemed to be an adjustment to the Merger Consideration paid to the Plastec Shareholders, except as otherwise required by a Legal Requirement.
Adjustment to Purchase Consideration. (a) Within 60 days after the Closing Date, Seller shall, at its expense, prepare and deliver, or cause to be prepared and delivered, to Purchaser a statement prepared consistent with Seller's internal accounting policies and procedures, including those employed in the financial reports referred to in Section 4.18. (the "Closing Statement") (including calculations and any applicable supporting reports or information) setting forth:
(i) the book value of raw materials and work in process, except for the Excluded Inventory, included in the Acquired Assets as of the Closing Date (the "Closing Inventory Value"),
(ii) as of the Closing Date, the amount of expenses prepaid by Seller, if any, for any period after the Closing in respect of the Acquired Assets and identified to Purchaser's reasonable satisfaction, including, without limitation, those items included on Schedule 2.6 (the "Prepaid Expenses"),
(iii) the difference (the "Net Capital Expenditures") between (A) the amount of Seller's capital expenditures in respect of the Acquired Assets and (B) the amount equal to the value received for the sale of fixed assets that would have been Acquired Assets had they not been sold (other than equipment sold in connection with Equipment Schedule No. U.S. -EG-01 dated May 17, 1999 to the Global Master Rental Agreement dated December 1, 1998 with Comdisco, Inc. referenced on Schedule 2.6 to the Seller Disclosure Schedules), in each case during the period from June 1, 1999 through immediately prior to the Closing, and
(iv) the amount of the PTO liability as of the Closing Date. Purchaser shall reasonably cooperate with Seller in Seller's preparation of the Closing Statement.
(b) In the event that Purchaser disagrees with the Closing Statement, Purchaser shall, at its own expense, review or cause to be reviewed Seller's proposed adjustments to the Purchase Price Adjustments set forth on the Closing Statement. Such review shall be completed within 30 days after Purchaser's receipt of the Closing Statement. Any dispute (and only those items in dispute) concerning the Closing Statement which cannot be resolved by the parties within 15 days after Seller's receipt of Purchaser's proposed adjustments to the Purchase Price Adjustments set forth on the Closing Statement will be submitted no later than 30 days after such receipt to an independent accounting firm mutually selected by Purchaser and Seller, and the determination of such firm shall be final and binding on the parties...
Adjustment to Purchase Consideration. Amounts paid for indemnification under Article VII shall be deemed to be an adjustment to the Purchase Consideration for Tax purposes, except as otherwise required by Law.
Adjustment to Purchase Consideration. The Purchase ------------------------------------- Consideration is based upon the Net Worth of the Company being at least #1,132,505 as at the Last Accounts Date. In the event that the Buyer delivers an Adjustment Proposal to the Shareholders under Clause 2.8(b) below on or before the First Anniversary and the Shareholders are adjudged to be accountable to the Buyer for a shortfall (the "Shortfall") in the Net Worth as at the Closing Date below #1,132,505, the Shareholders shall be deemed to have surrendered to the Buyer such number of Held Back Shares (rounded upwards to the nearest whole number of Held Back Shares) having an aggregate value equal to the amount of the Shortfall (calculated on the basis of the amount of the Shortfall divided by the closing price of a share of common stock of the Buyer as at the Business Day preceding the date of such determination , provided that such determination of the Shortfall is made prior to the First Anniversary. If such Shortfall is determined on a date after the First Anniversary (provided the Adjustment Proposal is served prior to the First Anniversary), the Shareholders shall pay the amount of the Shortfall to the Buyer in cash within 30 Business Days of such determination.
Adjustment to Purchase Consideration. 5.1 The Consideration shall be reduced by the aggregate of:
5.1.1 the amount of any indebtedness (exceeding in aggregate L.7,500) (other than any indebtedness owed to National Westminster Bank Plc by way of overdraft or pursuant to the Medium Term Loan relating to the Property) incurred by the Company otherwise than in the ordinary course of business prior to the Completion Date;
5.1.2 the amount by which any indebtedness owed by the Company to the any member of Vendor's Group exceeds 10,000 in aggregate (excluding management fees not exceeding 13,000 in any month and the proportion of interest costs relating to the Group Facilities listed in the Disclosure Letter which is attributable to the Company, calculated on the same bases as were applied in the Last Accounts as at the Completion Date); and
5.1.3 the net amount of any dividend paid by the Company since 23rd February 1998 and prior to the Completion Date but excluding the dividend of L.1,500,000 paid on 30 March 1998.
5.2.1 The "Net Assets Threshold" shall be L.4,200,000 (four million two hundred thousand pounds) minus the amounts specified in Clause 5.1.1, 5.1.2, and 5.1.3 to the extent that each of such amounts exceed the amount or value of any asset attributable respectively thereto and included in the Net Assets).
5.2.2 If the Net Assets are less than the Net Assets Threshold, the Consideration shall be reduced by the amount of the shortfall (which, together with the amounts specified in Clause 5.1.1, 5.1.2 and 5.1.3 is hereinafter referred to as the "Adjustment").
5.2.3 In any event, the Consideration shall not be reduced by any payment, provision or reserve relating to the claim by Helex Xxxxx xxxinst the Company in respect of injuries sustained whilst travelling on a jet propelled boat owned by the Company.
5.3 The amount of the Adjustment shall in aggregate be limited to the amount or value of the Consideration paid or payable pursuant to Clause 3.1.
5.4 Any Adjustment shall be paid first out of the Retention in accordance with this Clause 5;
5.5 If the Adjustment is less than the amount of the Retention, the Purchaser shall pay (subject to and in accordance with Clause 8.3) to the Vendor the difference between the amount of the Adjustment and the amount of the Retention;
5.6 if the Adjustment exceeds the amount of the Retention, the amount by which the Adjustment exceeds the Retention shall be paid (subject to and in accordance with Clause 8.3) by the Vendor to the Purchaser and the Purchase...
Adjustment to Purchase Consideration. Amounts paid or payable pursuant to Section 2.8 shall be treated by the parties for Tax purposes as adjustments to the Purchase Consideration.
Adjustment to Purchase Consideration. Amounts paid or payable pursuant to Sections 2.6, 2.8 or 2.9 shall be treated by the parties for Tax purposes as adjustments to the Purchase Consideration.
Adjustment to Purchase Consideration. The amount payable by the Company as the Deferred Payment and under the Company Notes pursuant to Section 2.3(a) hereof shall be subject to adjustment in accordance with this Section 2.6.
Adjustment to Purchase Consideration. The Purchase ------------------------------------ Consideration is valued upon the Net Worth of the Company being at least #1,310,725 at the Closing Date. In the event that the Buyer delivers an Adjustment Proposal to the Shareholders under Clause 2.7(b) below before the First Anniversary and the Shareholders are adjudged to be accountable to the Buyer for a shortfall (the "Shortfall") in the Net Worth, the Shareholders may elect to surrender the number of Held Back Shares valued at the market stock price on the day preceding such determination equivalent to the Shortfall, provided that such determination of the Shortfall is made prior to the First Anniversary. If such Shortfall is determined on a date after the First Anniversary (provided the Adjustment Proposal is served prior to the First Anniversary), the Shareholders shall pay the amount of the Shortfall to the Buyer in cash within 30 Business Days of such determination.
Adjustment to Purchase Consideration. The parties acknowledge that the Purchase Consideration set forth in Sections 1.2.1, 1.2.2 and 1.2.3 is calculated based on the sum of (i) the after-tax profits of Shanghai JNET between January 1, 2007 and July 31, 2007 pursuant to the due diligence investigation report issued by the independent auditor engaged by the Buyer, and (ii) the forecasted after-tax profits of the Company and Shanghai JNET between August 1, 2007 and December 31, 2007 mutually accepted by the Buyer, the Sellers and the Company, taking consideration of basic 5 time of PE. The parties agree that the amount of Purchase Consideration shall be adjusted based on the annual audited after-tax profits of Shanghai JNET for the year 2007 and year 2008 (the “Price Adjustment”), as follows:
(i) if the annual after-tax profits of Shanghai JNET for the year 2007 (as of December 31, 2007), as calculated based on the audit report issued in accordance with U.S. GAAP (referred to as a sets of Generally Accepted Accounting Principles in the United States) by the independent auditor engaged by the Buyer (the “2007 Profit”), equals to or exceeds RMB 31,000,000, then the amount of Purchase Consideration shall be adjusted to 5.25 times the aforesaid audited 2007 Profit, provided that in no event shall the maximum amount of Purchase Consideration exceed RMB 245,000,000; and if the 2007 Profit, is less than RMB 31,000,000, then the amount of Purchase Consideration shall be adjusted to 4.75 times the aforesaid audited 2007 Profit, provided that in no event shall the maximum amount of Purchase Consideration exceed RMB 245,000,000; and
(ii) if the annual after-tax profits of Shanghai JNET for the year 2008 (as of December 31, 2008), as calculated based on the audit report issued in accordance with U.S.GAAP by the independent auditor engaged by the Buyer (the “2008 Profit”), equals to or exceeds RMB 45,000,000, then the amount of Purchase Consideration shall be adjusted to 5.25 times the aforesaid audited 2007 Profit, provided that in no event shall the maximum amount of Purchase Consideration exceed RMB 245,000,000. if the 2008 Profit, is less than RMB 45,000,000, but larger than the 2007 Profit, then the amount of Purchase Consideration shall be adjusted to 4.75 times the aforesaid audited 2007 Profit, provided that in no event shall the maximum amount of Purchase Consideration exceed RMB 245,000,000. if the 2008 Profit is less than the 2007 Profit, but larger than amount of 75% of 2007 the Profit, then the a...
