Adjustment to the Preliminary Purchase Price. (a) On or before the date that is one hundred twenty (120) days following the Closing Date, Buyer shall prepare and deliver to Seller a written statement (the “Closing Statement”) setting forth Buyer’s proposed calculations of (i) the Cash Amount as of the Calculation Time (“Closing Cash Amount”), (ii) the Indebtedness as of the Calculation Time (the “Closing Indebtedness Amount”), (iii) the Transaction Expenses as of the Calculation Time (the “Closing Transaction Expense Amount”), (iv) Net Working Capital as of the Calculation Time (“Closing Working Capital”), (v) the Receivables Adjustment Amount as of the Calculation Time (“Closing Receivables Adjustment Amount”), (vi) the Bond Exchange and Assumption Amount as of the Closing (the “Closing Bond Exchange and Assumption Amount”), (vii) the Performance Adjustment Amount as of the Closing (the “Closing Performance Adjustment Amount”) and (viii) the Capex Deficiency as of the Calculation Time (the “Closing Capex Deficiency”). The Closing Statement shall be prepared in accordance with Section 4.5(f).
Adjustment to the Preliminary Purchase Price. 7.3.1 The Preliminary Purchase Price shall be adjusted as follows: where A = the Net Indebtedness reflected in the Final Closing Date Statement less the Estimated Closing Date Net Indebtedness and B = the Closing Date Net Working Capital (calculated on the basis of the information set forth in the Final Closing Date Statement) less the Estimated Closing Date Net Working Capital then
Adjustment to the Preliminary Purchase Price. (a) On or before ninety (90) days following the Closing Date, Buyer shall prepare and deliver to Seller Parent a written statement (the “Closing Statement”) setting forth Buyer’s proposed final calculations of (i) the Cash Amount as of the open of business on the Closing Date (“Closing Cash Amount”), (ii) Indebtedness as of the open of business on the Closing Date (“Closing Indebtedness”), (iii) Transaction Expenses as of the open of business on the Closing Date (“Closing Transaction Expenses Amount”) and (iv) Net Working Capital as of the open of business on the Closing Date (“Closing Working Capital”). The Closing Statement shall be prepared in accordance with Section 4.5(g). Seller Parent and Buyer agree that the purpose of the process set forth in this Section 4.5 is solely to determine the Final Cash Amount, Final Indebtedness, Final Transaction Expenses Amount and the Final Working Capital in accordance with the terms of this Agreement, and such process is not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies (for the purpose of determining the Final Cash Amount, Final Indebtedness, Final Transaction Expenses Amount or the Final Working Capital) in a manner inconsistent with the Agreed Accounting Principles; rather, this Section 4.5 requires that the calculations of Closing Cash Amount, Final Cash Amount, Closing Indebtedness, Final Indebtedness, Closing Transaction Expenses Amount, Final Transaction Expenses Amount, Closing Working Capital and Final Working Capital be done in a manner consistent with Section 4.5(g).
Adjustment to the Preliminary Purchase Price. (a) On or before sixty (60) days following the Closing Date (which may be extended by an additional fifteen (15) days upon Buyer’s written notice to Seller Parent no later than sixty (60) days following the Closing Date, if Buyer determines it to be reasonably necessary under the circumstances), Buyer shall cause to be prepared and delivered to Seller Parent a written statement (the “Closing Statement” and the date on which the Closing Statement is delivered to Seller Parent, the “Delivery Date”) setting forth Buyer’s proposed final calculations of the amount of Net Working Capital, the Purchase Price and the adjustments (if any) to reconcile the Estimated Purchase Price to the final calculation of the Purchase Price. The Closing Statement and the determinations and calculations contained therein shall be determined from the books and records of the Business in a manner consistent with the Agreed Accounting Principles and in accordance with the definitions set forth in this Agreement. The Net Working Capital shall be prepared in a manner consistent with Exhibit B (including in respect of format and reflecting the same line items and same categorical adjustments as are reflected in Exhibit B). Any and all effects on the Business, the Purchased Assets or the Assumed Liabilities of any distributions, financing or refinancing arrangements entered into by Buyer on or after the Closing Date or any other transaction entered into by Buyer on or after the Closing Date shall be entirely disregarded. It shall be assumed that the Business shall be continued as a going concern and there shall not be taken into account any of the plans, transactions or changes that Buyer intends to initiate or make or cause to be initiated or made on or after the Closing Date with respect to the Business, the Purchased Assets or the Assumed Liabilities, or any facts or circumstances that are unique or particular to Buyer or any assets or liabilities of Buyer, or any obligation for the payment of the Purchase Price hereunder.
Adjustment to the Preliminary Purchase Price
