Adjustments to Purchase Price at the Closing Sample Clauses

Adjustments to Purchase Price at the Closing. (a) At the Closing, the Purchase Price shall be increased by the following amounts:
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Adjustments to Purchase Price at the Closing. (a) At the Closing, the Purchase Price shall be increased by the amounts provided for in this Agreement or agreed upon by Buyer and Sellers (including, without limitation, pursuant to Section 12.01).
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Adjustments to Purchase Price at the Closing. (a) At the Closing, the Unadjusted Purchase Price shall be increased by (i) all upward adjustments for Title Benefits determined in accordance with Article III, (ii) the Post-Execution Option Lease Amount, if any and (iii) any other amount provided for in this Agreement or agreed upon by Buyer and Sellers (including, without limitation, pursuant to Section 12.01).
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Adjustments to Purchase Price at the Closing. (a) At the Closing, the Purchase Price shall be increased by any amount provided for in this Agreement or agreed upon by Buyer and Sellers, including without limitation an upward Purchase Price adjustment in the event the net mineral leasehold acres attributable to the Subject Interests total more than 723 net mineral leasehold acres, which upward adjustment shall be equal to the product of (i) $3,450 multiplied by the difference between 723 net mineral leasehold acres and the number of net mineral leasehold acres actually attributable to the Subject Interests.
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Adjustments to Purchase Price at the Closing. (a) At the Closing, the Purchase Price shall be increased by the following amounts: (i) an amount equal to all prepaid ad valorem, property and similar taxes and assessments based upon or measured by the ownership of the Assets, and any prepaid costs, including rentals, insofar as such prepaid taxes and costs relate to periods of time after the Effective Time, provided that such amounts relate to an Asset and not to an Excluded Asset;
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Adjustments to Purchase Price at the Closing. At the Closing, Buyer shall receive a credit on the Purchase Price by the amount of the partial payments of the Purchase Price previously paid to Seller.
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Adjustments to Purchase Price at the Closing 
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Related to Adjustments to Purchase Price at the Closing

  • Adjustments to Purchase Price The Purchase Price shall be adjusted as follows:

  • Purchase Price Adjustment Attached hereto as Schedule 2.4 is a balance sheet reflecting the Working Capital of the Business and the Purchased Assets as of March 31, 2001, as agreed upon by Buyer and the Seller Parties. At least five (5) Business Days prior to Closing, (i) the Seller Parties shall cause to be delivered to Buyer a detailed written determination of the estimated Closing Date balance sheet reflecting the Working Capital of the Business and the Purchased Assets as of the Closing (the "Estimated Closing Date Balance Sheet") which estimate shall be attached as an Exhibit to the closing statement prepared by the Buyer and the Sellers with respect to the transactions contemplated hereby (the "Closing Statement"), and (ii) the Buyer and the Sellers shall estimate by mutual agreement the amount of the adjustment to the Closing Date Purchase Price as of the Closing Date based upon any difference equal to or greater than five percent (5%) between the Schedule 2.4 and the Estimated Closing Date Balance Sheet other than differences arising in the ordinary course consistent with past practice, and including with respect to the payment of payables only those which are current (within 30 days) (such estimated amount is referred to herein as the "Estimated Amount"). Within sixty (60) days after the Closing Date, Buyer shall prepare and deliver to Sellers a determination (the "Determination") of the actual amount of the adjustment to the Closing Date Purchase Price (which actual amount is referred to herein as the "Preliminary Actual Amount"), including the basis for such Determination set forth in reasonable detail, prepared in accordance with the items included in Schedule 2.4 and the Estimated Closing Date Balance Sheet. If, within thirty (30) days after the date on which the Determination is delivered to Sellers, Sellers shall not have given written notice to Buyer setting forth in reasonable detail any objection of Sellers to such Determination, then such Determination shall be final and binding upon the Parties and the Preliminary Actual Amount shall be deemed the "Final Actual Amount". In the event that Sellers give written notice of any objection to such Determination within such 30-day period, Buyer and Sellers shall use all reasonable efforts to resolve the dispute within thirty (30) business days following the receipt by Buyer of such written notice from the Sellers. If the Parties are unable to reach an agreement as to the actual adjustment to the Closing Date Purchase Price within such 30-day period, the matter shall be submitted to a mutually agreed upon "big five" certified public accounting firm (the "Settlement Accountant") for determination of the Final Actual Amount to be made within 45 days after submission, and the determination of the Settlement Accountant shall be final and binding upon Buyer and the Seller Parties. Buyer and Sellers shall contribute equally to all costs (including fees and expenses charged by the Settlement Accountant) in connection with the resolution of any such dispute. If the Final Actual Amount is higher than the Estimated Amount so that the Consideration paid to Sellers pursuant to Section 2.1 should have been reduced at the Closing, then such amount shall be deemed to be Indemnifiable Damages under Article X hereof and Buyer may set off against and recoup from any Cash Holdback Amount the difference between the Final Actual Amount and the Estimated Amount or take any other action or exercise any other remedy available to it by appropriate legal proceedings to recover such amount.

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