Adjustments at the Closing Sample Clauses

Adjustments at the Closing. Ad valorem taxes and assessments for the Subject Property for the calendar year in which the Closing occurs shall be prorated between Seller and Purchaser as of the Closing Date, with the amount due for the Closing Date attributable to Purchaser. If actual ad valorem taxes for the year in which the Closing occurs are not available at the Closing, proration of taxes shall be made on the basis reasonably determined by Seller, with a subsequent cash adjustment of such proration to be made between Seller and Purchaser, if necessary, when actual tax figures become available. This subsequent adjustment provision shall survive the Closing. At the Closing, Purchaser shall pay the Association (1) the monthly assessments for (a) the month in which the Closing occurs (prorated from and including the Closing Date) and (b) the first full calendar month following the Closing, and (2) the amount of the Working Capital Contribution required by the Declaration.
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Adjustments at the Closing. Notwithstanding anything to the contrary contained herein, the provisions of this Section 14.c shall survive the Closing. The following items shall be adjusted or prorated between Seller and Buyer at the Closing:
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Adjustments at the Closing. The following items shall be adjusted or prorated between Seller and Buyer at the Closing:
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Adjustments at the Closing. At the Closing, (i) if Estimated Closing Working Capital is less than thirty million dollars ($30,000,000) (the "Required Working Capital"), or if Estimated Pre-Closing Capital Expenditures are less than the prorated budgeted amounts (prorated on a daily basis for the period beginning January 1, 1999 and ending on the Closing Date) for capital expenditures set forth in the capital budget annexed hereto as Exhibit E (the "Capital Budget"), or if Estimated Pre-Closing R&D Expenditures are less than the prorated budgeted amounts (prorated on a daily basis for the period beginning January 1, 1999 and ending on the Closing Date) for research and development expenditures set forth in the quarterly research and development budgets annexed hereto as Exhibit F (the "R&D Budgets"), then the Cash Consideration payable at the Closing shall be reduced by the total amount of such shortfall, (ii) if Estimated Closing Working Capital is greater than Required Working Capital, then the Cash Consideration payable at Closing shall be increased by the amount of such excess (not to exceed the amount of Excess Cash) and (iii) if Estimated Pre-Closing Capital Expenditures exceed the prorated budgeted amounts for capital expenditures set forth in the Capital Budget, or if Estimated Pre-Closing R&D Expenditures exceed the prorated budgeted amounts for research and development expenditures set forth in the R&D Budgets, and if Merger Sub has consented in writing to the expenditures resulting in such excess, then the Cash Consideration payable at the Closing shall be increased by the total amount of such excess.
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Adjustments at the Closing. Section 6.3(f) of the Agreement is revised to read in its entirety as follows:
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Adjustments at the Closing. To facilitate the calculation of -------------------------- the Cash Adjustments (if any) in accordance with Exhibit B hereto, Target shall --------- prepare and deliver to Acquiror, not less than five (5) business days prior to the Closing, an unaudited estimated balance sheet of Target immediately prior to the Closing (the "Estimated Closing Balance Sheet"). The Estimated Closing ------------------------------- Balance Sheet shall be prepared in accordance with U.S. generally accepted accounting principles ("GAAP") in a manner consistent with Target's accounting ---- policies used in the preparation of the Target Balance Sheet (as defined in Section 2.6). At the Closing, the Cash Adjustments and the Total Cash ----------- Consideration shall be estimated on the basis of the Estimated Closing Balance Sheet.
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Related to Adjustments at the Closing

  • Deliveries at the Closing At the Closing:

  • Procedure at the Closing At the Closing, the parties agree to take the following steps in the order listed below (provided, however, that upon their completion all of these steps shall be deemed to have occurred simultaneously):

  • Transactions at the Closing At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:

  • Actions at the Closing At the Closing:

  • Payments at Closing At the Closing, Buyer shall:

  • Transactions to be Effected at the Closing (a) At the Closing, Buyer shall:

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

  • Delivery of the Shares at the Closing The completion of the purchase and sale of the Shares (the "Closing") shall occur within three business days (or on such other later date as the Placement Agent and the Company both agree) of the date of receipt by the Company of confirmation by the Securities and Exchange Commission (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time (the "Closing Date") to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise. At the Closing, the Company shall deliver to the Purchaser one or more stock certificates registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser in writing, representing the number of Shares set forth in Section 2 above. The name(s) in which the stock certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. The Company's obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunder; (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser's obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (b) the accuracy in all material respects of the representations and warranties made by the Company herein and the fulfillment in all material respects of those undertakings of the Company to be fulfilled prior to Closing. The Purchaser's obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers of the Shares that they have agreed to purchase from the Company.

  • Documents at Closing At the Closing, the following documents shall be delivered:

  • Adjustments to Merger Consideration The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.

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