Common use of Aggregate Purchase Price Adjustments Clause in Contracts

Aggregate Purchase Price Adjustments. (a) As promptly as possible, but in any event within sixty (60) days after the Closing Date, Purchaser shall cause to be prepared and delivered to the Seller Representative a statement (the “Closing Statement,” and the date on which the Closing Statement is delivered to the Seller Representative, the “Delivery Date”) setting forth Purchaser’s calculation of the amount of the Company Cash Equivalents, Company Indebtedness, Transaction Expenses, Closing Working Capital, the Aggregate Purchase Price and the adjustment necessary to reconcile the Estimated Aggregate Purchase Price to the Aggregate Purchase Price. If Purchaser fails to timely deliver the Closing Statement in accordance with the immediately preceding sentence within such sixty (60) day period, then, at the Seller Representative’s sole option, either (i) the Estimated Closing Statement delivered by the Company pursuant to Section 1.3 shall be deemed to be the Closing Statement and the Seller Representative shall have the rights set forth in, and shall be able to review and dispute the Closing Statement in accordance with Section 1.4(c), or (ii) the Final Purchase Price shall be deemed to be equal to the Estimated Aggregate Purchase Price and the Escrow Amount (plus all earnings thereon) shall be released to the Sellers in accordance with Section 1.4(f). The Closing Statement shall be prepared in a manner consistent with the Agreed Accounting Principles and in accordance with the definitions set forth in this Agreement. In preparing the Closing Statement: (A) any and all effects on the assets or liabilities of the Company Group of any distributions, financing or refinancing arrangements entered into by Purchaser, Blocker or the Company Group on or after the Closing Date or any other transaction entered into by Purchaser, Blocker or the Company Group on or after the Closing Date in connection with the consummation of the transactions contemplated by this Agreement shall be entirely disregarded; (B) it shall be assumed that Blocker, the Company Group and their respective businesses shall be continued as a going concern; and (C) there shall not be taken into account any of the plans, transactions or changes that Purchaser intends to initiate or make or cause to be initiated or made on or after the Closing Date with respect to Blocker, the Company Group or their respective businesses or assets, or any facts or circumstances that are unique or particular to Purchaser or any assets or liabilities of Purchaser, or any obligation for the payment of the Aggregate Purchase Price hereunder.

Aggregate Purchase Price Adjustments. (a) As promptly as possible, but in any event within sixty seventy (6070) days after the Closing Date, Purchaser shall cause to be prepared and delivered to the Seller Representative a statement (the “Closing Statement,” and the date on which the Closing Statement is delivered to the Seller Representative, the “Delivery Date”) setting forth Purchaser’s calculation of the amount of the Company Cash Equivalents, Company Indebtedness, Transaction ExpensesExpenses (including any of those which were not paid as of the Closing pursuant to Section 1.04(c)), Closing Working Capital, the Aggregate Purchase Price and the adjustment necessary to reconcile the Estimated Aggregate Purchase Price to the Aggregate Purchase Price. If Purchaser fails to timely deliver the Closing Statement in accordance with the immediately preceding sentence within such sixty (60) day period, then, at the Seller Representative’s sole option, either (i) the Estimated Closing Statement delivered by the Company pursuant to Section 1.3 shall be deemed to be the Closing Statement and the Seller Representative shall have the rights set forth in, and shall be able to review and dispute the Closing Statement in accordance with Section 1.4(c), or (ii) the Final Purchase Price shall be deemed to be equal to the Estimated Aggregate Purchase Price and the Escrow Amount (plus all earnings thereon) shall be released to the Sellers in accordance with Section 1.4(f). The Closing Statement shall be prepared in a manner consistent with the Agreed Accounting Principles and in accordance with the definitions set forth in provisions of this Agreement. In preparing the Closing Statement: (Ax) any and all effects on the assets or liabilities of the Company Group of any distributions, financing or refinancing arrangements entered into by Purchaser, Blocker Purchaser or by the Company Group on or after the Closing Date or any other transaction entered into by Purchaser, Blocker Purchaser or by the Company Group on or after the Closing Date in connection with the consummation of the transactions contemplated by this Agreement shall be entirely disregarded; (By) it shall be assumed that Blocker, the Company Group and their respective businesses its lines of business shall be continued as a going concern; and (Cz) there shall not be taken into account any of the plans, transactions or changes that Purchaser intends to initiate or make or cause to be initiated or made on or after the Closing Date with respect to Blocker, the Company Group or their respective its businesses or assets, or any facts or circumstances that are unique or particular to Purchaser or any assets or liabilities of Purchaser, or any obligation for the payment of the Aggregate Purchase Price hereunder.

Aggregate Purchase Price Adjustments. (a) As promptly as possible, but in any event within sixty (60) days after the Closing Date, Purchaser Purchasers shall cause to be prepared and delivered to the Seller Representative Parent a statement (the “"Closing Statement,” " and the date on which the Closing Statement is delivered to the Seller RepresentativeParent, the “"Delivery Date”") setting forth Purchaser’s Purchasers' calculation of the amount of the Company Cash Equivalents, Company Indebtedness, Transaction Expenses, Closing Working CapitalNon-Inventory NWC and Included Inventory, the resulting Aggregate Purchase Price and the adjustment necessary to reconcile the Estimated Aggregate Purchase Price to the Aggregate Purchase Price, along with reasonable supporting documentation with respect to the foregoing. If Purchaser fails Purchasers fail to timely deliver the Closing Statement in accordance with the immediately preceding sentence this Section 1.4(a) within such sixty (60) day period, then, at the Seller Representative’s sole optionelection of Parent, either (i) the written statement setting forth the Estimated Closing Statement Aggregate Purchase Price delivered by the Company Parent to Purchasers pursuant to Section 1.3 1.3(b) shall be deemed to be the Closing Statement and the Seller Representative shall have the rights set forth in, and shall be able to review and dispute final determination of the Closing Statement (including the determination of the Final Purchase Price) for all purposes herein or (ii) Parent may pursue any other remedy available under this Agreement (including to seek specified performance in accordance with Section 1.4(c4.16 to compel Purchasers to determine the calculation of and prepare and deliver to Parent the Closing Statement and calculations required by the first sentence of this Section 1.4(a)). Purchasers shall promptly reimburse Parent upon Xxxxxx's request for all fees, costs and expenses incurred by, or on behalf of, Parent in connection with the foregoing clause (ii) the Final Purchase Price shall be deemed to be equal to the Estimated Aggregate Purchase Price and the Escrow Amount (plus all earnings thereon) shall be released to the Sellers in accordance with Section 1.4(f)above. The Closing Statement shall be prepared in a manner consistent with the Agreed Accounting Principles and in accordance with the definitions set forth in this Agreement. In preparing the Closing Statement: (A) any and all effects on the assets or liabilities of the Company Group Business of any distributions, financing or refinancing arrangements entered into by Purchaser, Blocker or the Company Group Purchasers on or after the Closing Date or any other transaction entered into by Purchaser, Blocker or the Company Group Purchasers on or after the Closing Date in connection with the consummation of the transactions contemplated by this Agreement shall be entirely disregarded; and (B) it shall be assumed that Blocker, the Company Group and their respective businesses shall be continued as a going concern; and (C) there shall not be taken into account any of the plans, transactions or changes that Purchaser intends Purchasers intend to initiate or make or cause to be initiated or made on or after the Closing Date with respect to Blocker, the Company Group Business or their respective businesses or assetsany of the Business Assets, or any facts or circumstances that are unique or particular to Purchaser Purchasers or any assets or liabilities of PurchaserPurchasers, or any obligation for the payment of the Aggregate Purchase Price hereunder.

Aggregate Purchase Price Adjustments. (a) As promptly as possible, but in any event within sixty ninety (6090) days after the Closing Date, Purchaser shall cause to be prepared and delivered to the Seller Representative a consolidated balance sheet of the Company Group as of immediately prior to the Closing (the “Closing Balance Sheet”) and a statement (together with the Closing Balance Sheet, the “Closing Statement,” and the date on which the Closing Statement is delivered to the Seller RepresentativeSeller, the “Delivery Date”) setting forth forth, in reasonable detail and with reasonable supporting documentation, Purchaser’s calculation of the amount of the Company of: (i) Cash Equivalents, Company Indebtedness, Transaction Expenses, Indebtedness and Closing Working Capital, (ii) Transaction Expenses, (iii) the Aggregate Purchase Price and (iv) the adjustment necessary to reconcile the Estimated Aggregate Purchase Price to the Aggregate Purchase Price. If Purchaser fails to timely deliver the Closing Statement in accordance with the immediately preceding sentence within such sixty (60) day period, then, at the Seller Representative’s sole option, either (i) the Estimated Closing Statement delivered by the Company pursuant to Section 1.3 shall be deemed to be the Closing Statement and the Seller Representative shall have the rights set forth in, and shall be able to review and dispute the Closing Statement in accordance with Section 1.4(c), or (ii) the Final Purchase Price shall be deemed to be equal to the Estimated Aggregate Purchase Price and the Escrow Amount (plus all earnings thereon) shall be released to the Sellers in accordance with Section 1.4(f). The Closing Statement shall be prepared in a manner consistent with GAAP (except as modified by the Agreed Accounting Principles Closing Working Capital Schedule attached as Exhibit C) and in accordance with the definitions set forth in this Agreement. In preparing the Closing Statement: (Ax) any and all effects on the assets or liabilities of the Company Group of any distributions, financing or refinancing arrangements entered into by Purchaser, Blocker the Seller or the Company Group on at or after the Closing Date or any other transaction entered into by Purchaser, Blocker the Seller or the Company Group on at or after the Closing Date in connection with the consummation of the transactions contemplated by this Agreement Transactions shall be entirely disregarded; (By) it shall be assumed that Blocker, the Company Group and their respective businesses its lines of business shall be continued as a going concern; , and (Cz) there shall not be taken into account any of the plans, transactions or changes that Purchaser intends to initiate or make or cause to be initiated or made on at or after the Closing Date with respect to Blocker, the Company Group or their respective its businesses or assets, or any facts or circumstances that are unique or particular to Purchaser or any assets or liabilities of Purchaser, or any obligation for the payment of the Aggregate Purchase Price hereunder.