Adjustment to Purchase Price. (a) The Closing Payment shall be increased by the parties' good faith estimate of the Current Assets of Seller and decreased by the parties' good faith estimate of the Current Liabilities of Seller as of the Closing Date (the "Closing Adjustment"), which adjustment shall be subject to final adjustment as provided for in paragraph (c) below.
(b) No later than sixty (60) days after the Closing Date, or within three (3) days after receipt of the necessary accounting data from the NRTC Central Billing System, whichever is later, Purchaser shall make and deliver to Seller a balance sheet reflecting the Current Assets and Current Liabilities of Seller as of the Closing Date (the "Closing Date Balance Sheet"), prepared on a basis consistent with GAAP. For purposes of the Closing Adjustment and the Final Closing Adjustment (as hereinafter defined), the amount of Accounts Receivable of Seller to be included in the Closing Date Balance Sheet shall include only Accounts Receivable of Subscribers as reflected on Report 18A (Subscriber Accounts Receivable Aging By Account) of the NRTC Central Billing System Reports less a reserve of six percent (6%) for Accounts Receivable which are not collectible. In addition, the Closing Date Balance Sheet and the Final Closing Adjustment shall not include as a Current Asset any accounts receivable arising from Leased Subscriber Equipment. Purchaser may, by providing Seller with written notice at least five (5) days prior to the Closing, elect to purchase all, or certain of, the DSS(TM) subscriber equipment owned by Seller (other than Leased Subscriber Equipment) on the Closing Date; provided, however, Purchaser shall not have the right to acquire any assets attributable to Seller's Electric Business. Any such equipment which is purchased by Purchaser shall be included as Inventory in the Closing Date Balance Sheet. Except as set forth in this Section 4.4(b), no other assets or liabilities shall be included in the Closing Date Balance Sheet. Seller shall make available to Purchaser such documentation, back-up, invoices, and books and records of Seller as Purchaser may reasonably request.
(c) Seller and Purchaser shall negotiate in good faith to reconcile any discrepancies which may arise in connection with the determination of the Closing Date Balance Sheet. If Seller and Purchaser are unable to reconcile such discrepancies, Seller shall have fifteen (15) days from presentment of the Closing Date Balance Sheet by Purchaser to notify...
Adjustment to Purchase Price. Any payment made by the Vendor as an Indemnifying Party pursuant to this Article 9 will constitute a dollar-for-dollar decrease of the Purchase Price and any payment made by the Purchaser as an Indemnifying Party pursuant to this Article 9 will constitute a dollar-for-dollar increase of the Purchase Price.
Adjustment to Purchase Price. Any payment by the Sellers under Section 8.1(d) will be an adjustment to the Purchase Price.
Adjustment to Purchase Price. The parties agree that any indemnification payments made pursuant to this Agreement shall be treated for tax purposes as an adjustment to the Purchase Price, unless otherwise required by applicable law.
Adjustment to Purchase Price. The Parties agree to treat any indemnification payment received pursuant to this Agreement for all Tax purposes as an adjustment to the Purchase Price.
Adjustment to Purchase Price. In the event that the aggregate sales proceeds (prior to commission and transaction costs) from the sale of the RCG Shares is less than Four Hundred Eighty Thousand Dollars ($480,000) and such sale is made through a broker/dealer and either (i) occurs within thirty (30) days of their registration as provided in Section 6.5 below or (ii) if the RCG Shares are not registered by RCG ----------- and the sale occurs pursuant to an exemption from registration under the Securities Act and applicable state securities laws and regulations, then RCGSE will pay to DSF, DCA or Xx. Xxxxx, as applicable, as additional DSF Purchase Price, the difference in cash or registered RCG Stock, as determined by RCGSE (the "Purchase Price Adjustment"). If RCGSE deter- mines to pay any part of the Purchase Price Adjustment in RCG Stock, then the number of shares of RCG Stock delivered as the Purchase Price Adjust- ment shall be determined by applying the per share price received by DSF, DCA or Xx. Xxxxx, as applicable, in the sale of the RCG Shares. If the RCG Shares are not sold within thirty (30) days of their registration, then there shall be no adjustment to the DSF Purchase Price or the RCG Shares upon their sale. Provided, however, if the proposed sales price of the RCG Shares is less than Four Hundred Eighty Thousand Dollars ($480,000), then the holder of the RCG Shares shall notify RCG of its or his intent to sell the RCG Shares and the price for such shares and RCG shall have an option to elect to coordinate a private placement of the RCG Shares or to purchase such RCG Shares for a price of Four Hundred Eighty Thousand Dollars ($480,000) for two business days following the delivery of such notice.
Adjustment to Purchase Price. Any indemnity payment under this Agreement shall be treated as an adjustment to the Purchase Price.
Adjustment to Purchase Price. Buyer and Holdings agree that any Indemnity Payment hereunder shall be treated as an adjustment to the Purchase Price.
Adjustment to Purchase Price. To the extent that any payment by Sellers under this Article XI can be properly so characterized under applicable Tax law, such payment shall be treated by the parties as an adjustment to the Purchase Price.
Adjustment to Purchase Price. All indemnification payments paid pursuant to this Article VII shall, to the maximum extent permitted by law, be treated as an adjustment to the Purchase Price or the purchase of the interest in the Note.
