Adjustments to Cash Purchase Price. The Cash Purchase Price shall be adjusted as of the Closing pursuant to Section 2.4(a) and, after the Closing, pursuant to Section 2.4(b), but only with respect to matters identified in the Closing Settlement Statement, the Post-Closing Statement or an Adjustment Notice in accordance with the following:
Adjustments to Cash Purchase Price. The Unadjusted Cash Purchase Price shall be adjusted as follows (without duplication), but (x) in the case of Sections 2.3(c), 2.3(d) and 2.3(e), only to the extent identified on or before the Cut-Off Date; and (y) in the case of Section 2.3(f), only to the extent paid or received, as applicable, on or before the Cut-Off Date:
Adjustments to Cash Purchase Price i. Prior to the Closing Date, Seller agrees to provide to Buyer an estimated consolidated balance sheet of the Company (the “Pre-Closing Estimated Balance Sheet”), which shall include an estimated calculation of Net Working Capital (the “Pre-Closing Net Working Capital”). The calculation of Pre-Closing Net Working Capital is disclosed in Section 2.04(a)(i). “
Adjustments to Cash Purchase Price. (a) All prepaid revenue, prepaid expenses and accrued expenses of the Sellers as of the close of business on April 30, 1996 shall, except as otherwise expressly provided herein, be adjusted and allocated between Seller and Buyer to reflect the principle that all revenue and expenses arising from the operation of the Business on or before April 30, 1996 shall be for the respective accounts of Sellers, and all revenue and expenses arising from the operation of the Business from and after April 30, 1996 shall be for the account of Buyer.
Adjustments to Cash Purchase Price. At the Closing, the Cash Purchase Price shall be:
Adjustments to Cash Purchase Price. The Cash Purchase Price shall be adjusted in the manner provided in this Section 1.2. The Cash Purchase Price shall be:
Adjustments to Cash Purchase Price. (a) A representative designated by the ECP Members (the “Member Representative”) shall, at least two (2) Business Days prior to the Closing Date, cause to be prepared and delivered to Parent a statement (the “Preliminary Statement”) setting forth the Member Representative’s good faith estimates of (i) the Debt Obligations of the Company and the Company Subsidiaries outstanding on the Closing Date but immediately prior to the Closing (other than indebtedness owed to the Company or the Company Subsidiaries) (the “Closing Date Indebtedness”), (ii) the amount of Cash Equivalents of the Company and the Company Subsidiaries on the Closing Date but immediately prior to the Closing (the “Closing Date Cash”), (iii) the amount of all unpaid Transaction Expenses on the Closing Date but immediately prior to the Closing (the “Estimated Transaction Expenses”), (iv) the amount of Development and Other Expenses (the “Estimated Development and Other Expenses”), (v) the aggregate amount of Prorated Company 2010 Bonuses paid to Company Employees on the Closing Date (the “Estimated Prorated 2010 Bonuses”) and (vi) to the extent applicable, the Payables Amount (the “Estimated Payables Amount”). The estimates of Closing Date Indebtedness and Closing Date Cash provided in the Preliminary Statement are referred to herein as the “Estimated Closing Date Indebtedness” and the “Estimated Closing Date Cash”, respectively.
Adjustments to Cash Purchase Price. 5 2.4 Payment of Cash Purchase Price . . . . . . . . . . . . .7
Adjustments to Cash Purchase Price. The Cash Purchase Price shall be adjusted as follows:
Adjustments to Cash Purchase Price. Appropriate adjustments shall be made to the Cash Base Purchase Price in the manner specified below (without duplication), with all such amounts being determined in accordance with Accounting Principles and XXXXX standards, as applicable:
