Adjustment to the Purchase Price. (a) The Buyer shall review the Proposed Closing Statement within forty-five (45) days following Closing to determine if any adjustments to the Proposed Closing Statement should be made for any differences between the estimated amounts contained in the Proposed Closing Statement and actual amounts as determined by Buyer after Closing. Buyer shall prepare any proposed adjustments along with such information as is necessary for Company to review the proposed adjustments (the “Definitive Closing Statement”). If the Company disagrees with the Definitive Closing Statement as adjusted, the Company shall notify Buyer in writing of such disagreement (a “Dispute Notice”) within fifteen (15) days after receipt of the Proposed Closing Statement, which Dispute Notice shall specify in reasonable detail the items and amounts in dispute. If the Company does not deliver a Dispute Notice within such fifteen (15) day period, then the Company will have been deemed to have accepted the Definitive Closing Statement, which shall be final, conclusive and binding upon all Parties. For a period of fifteen (15) days following Company’s receipt of a Dispute Notice (the “Dispute Period”), Representatives of Buyer and the Company shall use their reasonable best efforts to resolve all disagreements with respect to the Definitive Closing Statement set forth in such Dispute Notice through the joint consultation of Buyer and the Company. For purposes of evaluating the adjustments to the Proposed Closing Statement, Buyer shall provide reasonable access to the Company and its accountants and other Representatives, at the Buyer’s offices in Las Vegas, Nevada, upon advance notice and during normal business hours, to any financial information created or used in connection with the preparation of the Definitive Closing Statement, and otherwise shall reasonably cooperate and assist the Company and its accountants and other Representatives to analyze the Definitive Closing Statement as adjusted.
(b) If Company and the Buyer are unable to resolve all of their disputes with respect to the Definitive Closing Statement within the Dispute Period, then any remaining disputes (and only such remaining disputes) shall be resolved by an independent regional or national accounting firm selected by the Company and Buyer. If Company and Buyer shall not be able to agree on the selection of an accounting firm, the accounting firms used by Company and Buyer shall make such selection in good faith. If they cannot ...
Adjustment to the Purchase Price. For U.S. Tax purposes, any indemnification payments made pursuant to this Article VI shall be treated as an adjustment to the Purchase Price, unless otherwise required by applicable Law.
Adjustment to the Purchase Price. (a) Promptly following the Closing, ABI and CBI shall engage Ernst & Young LLP, or if such firm is not willing to act in such capacity, such other internationally recognized accounting firm reasonably acceptable to ABI and CBI (the “Initial EBITDA Accountant”) to prepare a statement (the “Initial Statement”) calculating and setting forth EBITDA (the amount calculated and set forth on such Initial Statement, the “Initial EBITDA Amount”), which statement shall include a worksheet setting forth in reasonable detail how such amount was calculated. The Initial EBITDA Accountant shall prepare the Initial Statement as described herein and utilizing the definitions set forth herein. The Initial Statement shall be completed and delivered to ABI and CBI by the Initial EBITDA Accountant within ninety (90) days after the Closing Date. In connection with the foregoing, ABI and CBI shall each cooperate with the Initial EBITDA Accountant and provide all relevant books and records and other information in the possession or control of such party relating to determining the Initial EBITDA Amount as the Initial EBITDA Accountant may reasonably request. If the Initial EBITDA Accountant determines in the Initial Statement that Initial EBITDA Amount is less than $310 million, ABI shall cause a payment equal to 9.3 times the absolute value of the difference between $310 million and the Initial EBITDA Amount, to be made to CBI within 30 days of the delivery of the Initial Statement by the Initial EBITDA Accountant (such amount, the “Preliminary Adjustment Amount”).
(b) During the 90 days immediately following ABI’s and CBI’s receipt of the Initial Statement (the “Adjustment Review Period”), ABI and CBI and their representatives shall be permitted to review all working papers and working papers of such parties and their independent accountants, as well as those of the Initial EBITDA Accountant, relating to the preparation of the Initial Statement and the calculation of the Initial EBITDA Amount, and each party and the Initial EBITDA Accountant shall make reasonably available to the other the individuals responsible for and knowledgeable about the information used in, and the preparation or calculation of, the Initial Statement and the Initial EBITDA Amount; provided, however, that the independent accountants shall not be obligated to make any working papers available unless and until the other requesting party has signed a customary confidentiality and hold harmless agreement rela...
Adjustment to the Purchase Price. If (i) at Internalization the actual number of Special OP Units (the “Actual Internalization Consideration”) received by the Company or its successors in interest is less than the Minimum Internalization Consideration (the difference in Special OP Units between the Actual Internalization Consideration and the Minimum Internalization Consideration is referred to herein as the “Consideration Shortfall”) and such Consideration Shortfall is not the result of the Company transferring, or the REIT or one of more of its subsidiaries or affiliates purchasing, exchanging, retiring and/or redeeming, some or all of the Company’s direct or indirect interest in the Manager OP Units or Special OP Units as applicable, AND (ii) the product of (A) thirty-five percent (35%) of the Actual Internalization Consideration multiplied by (B) the initial offering price (such amount, the “Actual IPO Value”) plus any cash or cash equivalents received by Purchaser with respect to the Purchased SLP Interest, is less than Nine Million Six Hundred Sixty Four Thousand Two Hundred Eighty Five Dollars ($9,664,285) (the “Minimum IPO Value”), THEN the Purchase Price shall be reduced by an amount (the “Shortfall Amount”) equal to the difference between the Minimum IPO Value minus the Actual IPO Value (with such Shortfall Amount not to exceed the Purchase Price). Notwithstanding the foregoing, no Shortfall Amount will be due by the Seller in the event the product of (x) the Actual Internalization Consideration, multiplied by (y) the highest quoted closing price on a public exchange on which the REIT’s shares are traded during the period commencing as of the Internalization and ending ninety (90) days thereafter exceeds the Minimum IPO Value. The Seller shall repay to the Purchasers an amount equal to the Shortfall Amount within thirty (30) days following the ninetieth (90th) day after the closing of the Internalization, and may pay such Shortfall Amount by wire transfer of immediately available funds or any stock that is traded on a major stock exchange, including capital stock of MedMen Enterprises, Inc. (symbol: MMEN) based on the volume weighted average price of such stock over the five (5) trading sessions immediately prior to the date the Shortfall Amount (the “Payment Date”) is paid and an assumed exchange rate of CAD to US published by Bloomberg on the Payment as of the end of the preceding business day. Further notwithstanding anything to the contrary contained herein, this Section 4(b)...
Adjustment to the Purchase Price. (a) One Business Day prior to the Closing Date, Seller shall deliver to Purchaser an unaudited balance sheet (the "Seller Closing Balance Sheet") for the Acquired Businesses dated as of the Effective Date setting forth the Tangible Purchased Assets and the Balance Sheet Liabilities relating to the Acquired Businesses (but not any Retained Liabilities, as defined herein or in the Canadian Stock Purchase Agreement) as of such date and computing the Tangible Net Worth as of such date, which balance sheet shall be prepared in accordance with generally accepted accounting principles applied on a basis consistent with Seller's past practices and in accordance with the judgments (but also subject to the adjustments) reflected in the pro forma balance sheet dated as of June 30, 1996 (the "Pro Forma Balance Sheet") attached hereto as Schedule 2.3 (the "Agreed Principles"). To the extent it so chooses, Purchaser may have its representatives in attendance as observers during the preparation of the Seller Closing Balance Sheet, and Seller will give Purchaser adequate notice to allow it to do so.
(b) The Purchase Price shall be adjusted downward (the "Adjustment") on the Closing Date on a dollar-for-dollar basis (the "Adjustment Amount"), to the extent that the Tangible Net Worth as of the Effective Date as set forth in the Seller Closing Balance Sheet is less than $30 million.
(c) Within sixty (60) days following the Closing Date, Purchaser shall deliver (1) to Seller an unaudited balance sheet (the "Purchaser Closing Balance Sheet") for the Acquired Businesses dated as of the Effective Date setting forth the Tangible Purchased Assets and the Balance Sheet Liabilities (but not any Retained Liabilities, as defined herein or in the Canadian Stock Purchase Agreement) as of such date and computing the Tangible Net Worth as of such date, which balance sheet shall be prepared in accordance with the Agreed Principles, and (2) its
Adjustment to the Purchase Price. For greater certainty, the amount of any payment required to be made by an Indemnifier to an Indemnified Party shall be deemed to constitute an adjustment to the Purchase Price and the Parties agree to allocate the adjustment to the appropriate Purchased Asset, acting reasonably.
Adjustment to the Purchase Price. As soon as practicable (but not more than five (5) business days) after the determination and delivery of the Final Closing Balance Sheet and the Final Statement of Working Capital in accordance with this Section 2.6, (i) if the Estimated Assumed Debt is less than the Closing Assumed Debt on the Final Closing Balance Sheet, then there shall be an immediate downward adjustment to the Purchase Price payable by Stockholder to Buyer in an amount equal to such deficiency PLUS the amount, if any, by which the Closing Working Capital as reflected in the Final Statement of Working Capital is less than $5,559,000 (the "Working Capital Difference") or (ii) if the Estimated Assumed Debt is greater than the Closing Assumed Debt, then (A) there shall be an immediate upward adjustment to the Purchase Price payable by Buyer to Stockholder in an amount equal to such excess MINUS the Working Capital difference (if any), or (B) if the amount resulting from the calculation set forth in clause (ii)(A) of this Section 2.6(e) is a negative number, there shall be an immediate downward adjustment to the Purchase Price payable by Stockholder to Buyer in an amount equal to the Working Capital Difference MINUS the amount by which the Estimated Assumed Debt is greater than the Closing Assumed Debt (in each case, the "Purchase Price Adjustment"). Any amounts payable under this Section 2.6(e) after taking into account the Holdback Amount shall be payable by wire transfer of immediately available funds to the bank designated by Buyer or Stockholder, as the case may be, within three (3) business days after delivery of the final Closing Balance Sheet and the Final Statement of Working Capital.
Adjustment to the Purchase Price. At Closing, the Purchase Price payable to Seller shall be reduced in accordance with the terms of Section 11.1, below.
Adjustment to the Purchase Price. The Purchase Price shall be reduced by the amount by which $7,250,000 exceeds the Net Book Value. The Net Book Value shall be the amount by which the aggregate book amount of the Purchased Assets exceeds the aggregate book amount of the Assumed Liabilities, all as determined in accordance with this Article III and as shown on the Closing Balance Sheet.
Adjustment to the Purchase Price. (a) No later than three Business Days prior to the date on which the Closing is scheduled to occur, Sellers’ Representative shall deliver to Purchaser a good faith estimate of the Closing Balance Sheet and, based on such estimated Closing Balance Sheet, a good faith estimate of Closing Working Capital (the “Estimated Working Capital”). The Estimated Working Capital will be accompanied by a certificate of Sellers’ Representative specifying that it was prepared in accordance with GAAP and the policies, practices and methodologies used in connection with the preparation of the Balance Sheet and the provisions of this Section. Sellers’ Representative shall also deliver to Purchaser copies of all work papers and other documents used in the calculation of Estimated Working Capital as necessary to allow Purchaser and Sellers’ Representative to determine the adjustments to the Purchase Price hereunder.
(b) If Target Working Capital exceeds Estimated Working Capital, the Purchase Price shall be decreased by the amount of such excess. If Estimated Working Capital exceeds Target Working Capital, the Purchase Price shall be increased by the amount of such excess. “Target Working Capital” means Six Hundred Thousand Dollars ($600,000).
