ADJUSTMENTS TO PURCHASE CONSIDERATION Sample Clauses

ADJUSTMENTS TO PURCHASE CONSIDERATION. 7.1 The parties shall procure, as soon as practicable and in any event within 60 days after Completion, the preparation of the Completion Accounts, which shall be prepared by WCL, subject to this clause 7, on the basis of accounting standards generally accepted in the UK and audited by WCL's Auditors to a standard to be agreed between WCL's Auditors and the Purchaser's Auditors. The cost of the audit shall be paid as to one half by the Vendor and as to the other half by the Purchaser. 7.2 The parties shall disclose to WCL's Auditors and the Purchaser's Auditors all information relevant for the purposes of preparing the Completion Accounts. 7.3 The parties shall instruct WCL, the WCL Auditors and the Purchaser's Auditors to prepare the Net Assets Statement from the Completion Accounts and to deliver to the Vendor and the Purchaser copies of the Completion Accounts and Completion Balance Sheet and of their calculation of any adjustments required by this clause within 14 days of the preparation of the Completion Accounts. 7.4 The basis of preparing the Completion Balance Sheet is as set out below: (a) except as stated in (c) below in accordance with UK GAAP; (b) they are to comprise a balance sheet for WCL in a similar format to the Management Accounts in Schedule 9. A statement of Net Assets will be aggregated in a similar form to Schedule 7; (c) the Completion Accounts shall: (i) not treat as an asset any prepayments which will not give rise to a benefit to the business of WCL; (ii) exclude any deferred tax assets of WCL; (iii) exclude depreciation and amortisation charged to the profit and loss account from the Management Accounts Date to the date of Completion; (iv) be prepared to present the balance sheet and statement of assets and liabilities on the basis immediately before the following specified events which are expected to occur before or at Completion: (a) the transfer of the UK Switch pursuant to the UK Switch Agreement; (b) the repayment of the Indebtedness. 7.5 It is anticipated that the value of the Net Assets as at Completion will be a negative figure. To the extent that the value of such Net Assets is: (a) a negative figure which is greater than L1,443,000, the Vendor will repay to the Purchaser the amount by which this negative figure is greater than L1,443,000, and the Consideration shall be reduced by the amount of that repayment, provided that the amount of the repayment shall not exceed $20,000,000; and (b) a negative figure which is les...
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ADJUSTMENTS TO PURCHASE CONSIDERATION. 4.1 The Purchaser and the Warrantors shall jointly use all their respective reasonable endeavours to procure that as soon as practicable and in any event no later than the 31st May 2000 the Completion Accounts shall be prepared by the Company on the basis of the same accounting standards and principles as utilised in the preparation of the management accounts of the Group Companies in the period of 12 months immediately preceding the Effective Date. 4.2 Forthwith after preparation of the Completion Accounts copies thereof shall be circulated to the parties and if the Vendors and the Purchaser are unable to agree the Net Assets thereby disclosed within 28 days of the distribution of the Completion Accounts to the parties they shall be referred to an independent chartered accountant to be nominated in the absence of agreement between the Vendors and the Purchaser by the President for the time being of the Institute of Chartered Accountants of England and Wales whose decision (acting as an expert and not as an arbitrator) as to the amount of the Net Assets shall (in the absence of manifest error) be final and binding on the parties. The costs of the said accountant shall be borne by the parties in such proportion as the said accountant shall determine PROVIDED that it is agreed that 3i plc's maximum contribution to such costs shall not exceed L2,500 (including any interest payable) or 20% of such costs (whichever is the lesser) and Barrington House Nominees Limited's maximum contribution to costs shall not exceed L2,500 (including any interest payable) or 20% of such costs (whichever is the lesser), In the event that any of the Vendors' proportion of the said accountant's costs are outstanding and unpaid as a result of the maximum cap as referred to above in this clause in relation to the contributions of 3i plc and Barrington House Nominees Limited such outstanding and unpaid costs shall be paid by the Warrantors in the proportions set out against their names in Column 2 of Part 2 of Schedule 1. 4.3 The parties shall disclose to the Company and to the said independent chartered accountant (if applicable) all relevant facts and information for the purposes of preparing the Completion Accounts and determining the Net Assets. 4.4 If the Net Assets amount to less than L205,883 the purchase consideration for the Shares shall be reduced by an amount not exceeding L500,000 (including any interest payable thereon) provided that in the case of 3i plc and Barrington H...
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ADJUSTMENTS TO PURCHASE CONSIDERATION. (a) The Purchase Consideration shall be adjusted in accordance with this Section 4.01(a) if the Adjustment Amount of such Purchase Gerry Company is higher or lower than the Threxxxxx of such Purchase Gerry Company. The Threshold of each Purchase Gerry Company xx xet forth below: Purchase Gerry Xxxxany Threshold (1) XXXX $245,742,000 (2) CITLP $67,032,000
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ADJUSTMENTS TO PURCHASE CONSIDERATION. If the Closing Net Operating Income ("CNOI") of Acquiree is less than $2,200,000 then the cash portion of the Purchase Consideration shall be reduced $3.00 and the Deferred Consideration shall be reduced $2.00 (with each installment thereof reduced correspondingly) for each $1.00 that the CNOI is less than $2,200,000.
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ADJUSTMENTS TO PURCHASE CONSIDERATION. 4.1 The Vendor shall use its best endeavours to procure, as soon as practicable and in any event within 30 days after Completion, the preparation of the Completion Accounts on the basis of the same accounting standards and principles as the Last Accounts and in accordance with generally accepted accounting principles. The Vendor shall instruct the Vendor's Accountants to review and deliver the Completion Accounts and to calculate the Net Assets. 4.2 The Vendor's Accountants shall as soon as practicable and in any event within 4.3 The Purchaser's Accountants shall review the drafts delivered by the Vendor's Accountants pursuant to clause 4.2 and shall, within 10 business days of the delivery of those drafts to them (or such longer period as the Vendor and the Purchaser may agree in writing), deliver to the Vendor, the Vendor's Accountants and the Purchaser a report setting out any matters of disagreement with the drafts in sufficient detail to enable them to consider them and, in the absence of any such report within that period, the drafts referred to in clause 4.2 shall be deemed to be agreed by all parties. 4.4 In the event that, within 10 business days of the delivery of any report referred to in clause 4.3, there remains any outstanding disputes with respect to the Completion Accounts or the calculation of the Net Assets such dispute shall be referred to final settlement to an independent firm of chartered accountants nominated jointly by the Vendor and the Purchaser or, failing nomination within 5 business days after request by either the Vendor or the Purchaser, nominated at the request of either party by the President for the time being of the Institute of Chartered Accountants in England and Wales. The firm shall be instructed to report whether the draft Completion Accounts delivered by the Vendor's Accountants pursuant to clause 4.2 have been prepared in accordance with the provisions of this agreement and if not make such adjustments thereto as they shall consider necessary and requisite to comply therewith and determine the Net Assets and to prepare as soon as practicable a written report and opinion on the matter or matters in dispute, all of which shall be provided to the parties and their respective Accountants. The firm shall act as experts and not as arbitrators and their decision (in the absence of manifest error) shall be final and binding on the parties. Their fees shall be payable by the Vendor and the Purchaser in such proportions as t...
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ADJUSTMENTS TO PURCHASE CONSIDERATION 
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Related to ADJUSTMENTS TO PURCHASE CONSIDERATION

  • Adjustments to Purchase Price At Closing, the Purchase Price shall be adjusted (without duplication) in accordance with this Section 2.4. (a) The Purchase Price shall be increased by the following amounts: (i) the amount of all production expenses, operating expenses, third-party overhead expenses under applicable operating agreements, ad valorem and severance taxes, well bonds and capital expenditures actually paid by Seller in connection with the Assets, insofar and only insofar as the same are attributable to the period of time from and after the Effective Time, including, without limitation, (a) all operating costs and expenses paid by Seller, (b) all capital expenditures, including, without limitation, all drilling, completion, reworking, deepening, side-tracking, plugging and abandoning costs and expenses and paid by Seller, (c) all prepaid expenses and land related costs and expenses attributable to the Assets, including, without limitation, all bonus payments, royalty disbursements, delay rental payments, shut-in payments and other similar costs paid by Seller (provided, however, that the Purchase Price shall not be increased by land related expenses incurred by Seller in connection with Title Defect or Environmental Defect curative work), (d) excise, severance and production tax payments, and any other tax payments based upon or measured by the production of Sale Hydrocarbons or the proceeds of sale or other disposition therefrom paid by Seller and (e) expenses paid by Seller to any third party under applicable joint operating agreements or other contracts or agreements included in the Assets (with respect to which Seller shall provide Buyer with copies of the related invoices); (ii) an amount equal to the value of all Stock Hydrocarbons (it being understood that such value shall be calculated based on the reference prices set forth in Schedule 2.4(a)(ii) determined as of the Effective Time, less transportation costs, quality adjustment, if any, applicable taxes and royalty payments); (iii) the adjustment amount, if any, due Seller as determined pursuant to Section 11.1 with respect to Imbalances; (iv) by Six Hundred Thousand Dollars ($600,000.00) if all of Seller’s right, title and interest in the RCVC Agreement are assigned to Buyer pursuant to the terms of this Agreement; and (v) any other amount specified herein or otherwise agreed upon by Seller and Buyer in writing. (b) The Purchase Price shall be decreased by the following amounts: (i) an amount equal to the net proceeds (the price at which the Hydrocarbons are sold after the Effective Time, less transportation costs, quality adjustment, if any, applicable taxes and royalty payments) received by Seller from the sale or other disposition of Sale Hydrocarbons and Stock Hydrocarbons; (ii) all actual production expenses, operating expenses, overhead under applicable operating agreements, taxes, and capital expenditures paid or incurred by Buyer in connection with the Assets (including, without limitation, royalties, minimum royalties, rentals, and prepaid charges, including, without limitation, prepaid taxes and prepaid insurance), to the extent they are attributable to the ownership or operation of the Assets (or to the Hydrocarbons produced and saved from, or allocable to, the Assets) before the Effective Time; (iii) an amount equal to all proceeds received by Seller from whatever source that relate to the sale of Assets and are attributable to periods after the Effective Time; (iv) the adjustment amount, if any, due Buyer as determined pursuant to Section 11.1 with respect to Imbalances; (v) if reductions due to the aggregate Title Defect Value is greater than the aggregate Title Benefit Value, as provided in Section 6, an amount equal to such difference; (vi) reductions due to Environmental Defects as provided in Section 7; (vii) reductions due to the exercise of Preferential Rights as provided for in Section 9.2 or the time for the exercise of such right has not expired by Closing, or for the Allocated Value of Assets for which consents to assignment have not been obtained by Closing; (viii) reductions due to Casualty Loss as provided in Section 11.3; (ix) Seller’s pro rata share of taxes as determined pursuant to Section 4.1; (x) reductions of the aggregate Allocated Values (without application of thresholds and deductibles) of Leases: (a) for which a consent for assignment has not been obtained by Closing and (b) which have an expiration date between execution of this Agreement and three (3) months after the Closing Date which have not been cured by an extension of such Lease for a period of time of not less than one (1) year; and (xi) any other amount specified herein or otherwise agreed upon by Seller and Buyer in writing.

  • Purchase Consideration The consideration payable in connection with a purchase transaction shall be debited from the appropriate deposit account of the Portfolio as of the time and date that funds would ordinarily be required to settle the transaction in the applicable market. The Custodian shall promptly recredit the amount at the time that the Portfolio or the Fund notifies the Custodian by Proper Instruction that the transaction has been canceled.

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

  • 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.

  • 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 Purchaser if Seller wishes to have Purchaser's determination examined. If Seller elects to have Purchaser's determination examined, it shall be submitted to the determination in Atlanta, Georgia, by the Certified Public Accounting firm of KMPG Peat Marwick (or any other independent Certified Public Accounting firm mutually acceptable to Seller and Purchaser), the cost of such examination to be paid fifty percent (50%) by Seller and fifty percent (50%) by Purchaser. The determination by Purchaser shall be final and binding on the parties unless Seller elects to have an examination as provided herein, in which case the results of the examination shall be made within thirty (30) days of such referral, and shall be final and binding on the parties (the "Final Closing Adjustment"). (d) To the extent the Final Closing Adjustment is less than the Closing Adjustment, Seller shall pay the difference in cash to Purchaser within five (5) days after the final determination. In the event the Final Closing Adjustment is greater than the Closing Adjustment, Purchaser shall pay such excess in cash to Seller within five (5) days after the final determination. If, following any payment pursuant to this Section 4.4(d), an error (in billing or reporting by NRTC or otherwise) is thereafter discovered which would have affected the Final Closing Adjustment, the party in whose favor the error was made shall immediately pay in cash the amount of such error to the other party.

  • Adjustment of Consideration (a) Notwithstanding anything in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the issued and outstanding VAALCO Shares shall have been changed into a different number of shares by reason of any split or consolidation of the issued and outstanding VAALCO Shares, then the Consideration to be paid per TransGlobe Share shall be appropriately adjusted to provide to TransGlobe Shareholders the same economic effect as contemplated by this Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Consideration to be paid per TransGlobe Share. (b) If on or after the date hereof, TransGlobe declares, sets aside or pays any dividend or other distribution to the TransGlobe Shareholders of record as of a time prior to the Effective Time, then the Consideration to be paid per TransGlobe Share shall be appropriately adjusted to provide to TransGlobe Shareholders the same economic effect as contemplated by this Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Consideration to be paid per TransGlobe Share. For greater certainty, if TransGlobe takes any of the actions referred to above, the aggregate Consideration to be paid by AcquireCo shall be decreased by an equivalent amount. (c) If on or after the date hereof, VAALCO declares, sets aside or pays any dividend or other distribution to the VAALCO Stockholders of record as of a time prior to the Effective Time (except for regular quarterly dividends to VAALCO Stockholders made in accordance with Section 5.2(b)(ii)), then the Consideration to be paid per TransGlobe Share shall be appropriately adjusted to provide to TransGlobe Shareholders the same economic effect as contemplated by this Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Consideration to be paid per TransGlobe Share. For greater certainty, if VAALCO takes any of the actions referred to above, the aggregate Consideration to be paid by AcquireCo shall be increased by an equivalent amount.

  • Adjustments to the Purchase Price As soon as practicable (but not more than five business days) after the date on which the Final Closing Balance Sheet shall have been determined in accordance with this Section 2.5.3: (a) the Escrow Agent shall: (i) release from the ESOP Adjustments and Claims Escrow and pay to Federal an amount in immediately available funds equal to the product of (1) the amount, if any, by which the Net Worth (after the M Street Lease Adjustment) as set forth in the Final Closing Balance Sheet is less than the amount of Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet and (2) the ESOP Percentage. The difference between any payment to Federal pursuant to this Section 2.5.3(a)(i) and the product of $2,000,000 (Two Million Dollars) and the ESOP Percentage, shall be released to the ESOP Stockholders’ Representative; and (ii) release from the Non-ESOP Adjustments and Claims Escrow and pay to Federal an amount in immediately available funds equal to the product of (1) the amount, if any, by which the Net Worth (after the M Street Lease Adjustment) as set forth in the Final Closing Balance Sheet is less than the amount of Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet and (2) the Non-ESOP Percentage. The difference between any payment to Federal pursuant to this Section 2.5.3(a)(ii) and the product of $2,000,000 (Two Million Dollars) and the Non-ESOP Percentage shall be released to the Non-ESOP Stockholders’ Representative as Paying Agent; and (b) Federal shall pay to: (i) the ESOP Stockholder an amount in immediately available funds equal to the product of (1) the amount, if any, by which the Net Worth (after the M Street Lease Adjustment) as set forth in the Final Closing Balance Sheet is greater than the Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet and (2) the ESOP Percentage; and (ii) the Non-ESOP Stockholders’ Representative, as Paying Agent, an amount in immediately available funds equal to the product of (1) the amount, if any, by which the Net Worth (after the M Street Lease Adjustment) as set forth in the Final Closing Balance Sheet is greater than the Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet and (2) the Non-ESOP Percentage; and (c) Pursuant to Section 2.5.3(b) following payment by Federal to the ESOP Shareholder’s Representative and the Non-ESOP Stockholder’s Representative, respectively, of any amount by which the Net Worth as set forth in the Final Closing Balance Sheet is greater than the Net Worth as set forth in the Estimated Closing Balance Sheet, the Escrow Agent shall: (i) release from the ESOP Adjustments and Claims Escrow and pay to the ESOP Stockholder’s Representative an amount in immediately available funds equal to the product of (1) $2,000,000 (Two Million Dollars) and (2) the ESOP Percentage; and (ii) release from the Non-ESOP Adjustments and Claims Escrow and pay to the Non-ESOP Stockholders’ Representative as paying agent an amount in immediately available funds equal to the product of (1) $2,000,000 (Two Million Dollars) and (2) the Non-ESOP Percentage. All payments made pursuant to this Section 2.5.3 shall constitute immediate adjustments of the Purchase Price in such amounts.

  • Settlement Consideration In consideration of the full settlement, satisfaction, compromise and release of the Released Plaintiffs’ Claims, an aggregate $115 million in cash (the “Escrow Amount”) shall be paid on behalf of the Settling Defendants to Freeport by the D&O Carriers. The Settling Defendants shall cause the Escrow Amount to be deposited by the D&O Carriers into an interest-bearing escrow account controlled by an agreed upon representative of Plaintiffs and of the Settling Defendants (the “Escrow Account”) within fifteen (15) business days after the Stipulation is submitted to the Court. Upon the Effective Date, the Escrow Amount, together with any and all interest thereon, shall be paid to Freeport from the Escrow Account. For the avoidance of doubt, the Settling Defendants shall have no obligation to deposit any portion of the Escrow Amount into the Escrow Account but shall have an obligation to take all reasonably available steps to seek to cause the D&O Carriers to deposit the Escrow Amount into the Escrow Account.

  • Payment of Consideration (a) Subject to surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Entrée Common Shares together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, following the Effective Time the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder, the Consideration which such holder has the right to receive under this Plan of Arrangement, less any amounts withheld pursuant to Section 4.4, and any certificate so surrendered shall forthwith be cancelled. (b) Until surrendered as contemplated by Section 4.1(a), each certificate that immediately prior to the Effective Time represented an Entrée Common Share shall be deemed after the Effective Time to represent only the right to receive, upon such surrender, the Consideration to which the holder thereof is entitled in lieu of such certificate as contemplated by Section 3.1 and this Section 4.1, less any amounts withheld pursuant to Section 4.4. Any such certificate formerly representing Entrée Securities not duly surrendered on or before the sixth anniversary of the Effective Date shall: (i) cease to represent a claim by, or interest of, any former holder of Entrée Securities of any kind or nature against or in Entrée or Spinco (or any successor to any of the foregoing); and (ii) be deemed to have been surrendered to Entrée and shall be cancelled. (c) No holder of an Entrée Security shall be entitled to receive any consideration with respect to such Entrée Securities other than the Consideration to which such holder is entitled in accordance with Section 3.1 and this Section 4.1 and, for greater certainty, no such holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith.

  • Cash Purchase Price The term "Cash Purchase Price" shall have the meaning set forth in Section 2.3(a).

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