Base Purchase Price Adjustment Sample Clauses

Base Purchase Price Adjustment. (a) For the purpose of determining the Purchase Price and the Base Purchase Price payable at Closing, not less than five (5) Business Days prior to the Closing Date, the Seller shall cause to be prepared and delivered to Buyer a statement (the “Estimated Closing Statement”) setting forth a good faith estimate of the Net Working Capital as of the Effective Time (the “Estimated Net Working Capital”) and the Estimated Cash, including the components and calculation thereof determined in accordance with this Section 2.05. The Estimated Closing Statement shall be subject to review by Buyer, and the Parties shall cooperate in good faith to resolve any dispute regarding the Estimated Closing Statement prior to the Closing; provided, however, that if any item of dispute regarding the Estimated Closing Statement and the calculations set forth therein is not resolved by agreement in writing among the Parties by the second Business Day prior to the Closing Date, then the Seller’s estimate of such disputed item, together with any resolved disputed items, shall be used solely for purposes of determining the Estimated Net Working Capital and Estimated Cash. (b) The Estimated Closing Statement shall be used to determine the Base Purchase Price payable at Closing as follows: (i) To the extent the Estimated Net Working Capital is greater than the Target Net Working Capital (such difference being herein referred to as the “Estimated Net Working Capital Excess Amount”), the Base Purchase Price payable at Closing, shall be increased by the amount of the Estimated Net Working Capital Excess Amount. (ii) To the extent the Estimated Net Working Capital is less than the Target Net Working Capital (such difference being herein referred to as the “Estimated Net Working Capital Deficiency Amount”), the Base Purchase Price payable at Closing, shall be reduced by the amount of the Estimated Net Working Capital Deficiency Amount. (iii) The Base Purchase Price shall be increased by an amount equal to the Estimated Cash. (c) Within ninety (90) days following the Closing Date, Buyer shall cause to be prepared and delivered to the Seller a statement (the “Final Closing Statement”) setting forth the actual Net Working Capital as of the Effective Time (the “Final Net Working Capital”), and the Final Cash, including the components and calculation thereof, and the difference, if any, between (i) the Estimated Net Working Capital and the Final Net Working Capital (the amount of such difference b...

Base Purchase Price Adjustment. 2.3.1 No later than two (2) Business Days prior to the Closing Date, (a) the Company shall prepare and deliver to Buyer a statement setting forth its reasonably detailed good faith estimate as of the open of business on the Closing Date of the Working Capital (the “Estimated Working Capital”) and (b) the Members shall deliver a certificate signed by Xxxxx X. Xxxx and Xxxxx Xxx, certifying that such statement was prepared in accordance with the definition of Working Capital and procedures set forth in Annex II. Upon receipt of the statement and certificate referred to in the immediately preceding sentence, and in connection with Buyer’s review of such statement, Buyer and its Representatives shall be given reasonable access, during normal business hours and upon reasonable notice, to (a) all of the books and records of the Company relating to such statement, including a copy of the schedules, computations and workpapers of the Company used in connection with such statement, and (b) the finance personnel of the Company. 2.3.2 On the Closing Date, the Base Purchase Price shall be (a) increased, if the Estimated Working Capital exceeds NEGATIVE One Million Five Hundred Seventy Eight Thousand Dollars (-$1,578,000) (the “Reference Working Capital”), by an amount equal to the difference between the Estimated Working Capital and the Reference Working Capital or (b) decreased, if the Estimated Working Capital is less than the Reference Working Capital, by an amount equal to the difference between the Reference Working Capital and the Estimated Working Capital. 2.3.3 Within ninety (90) days following the Closing Date, Buyer shall deliver or cause to be delivered to the Members the following (collectively, the “Preliminary Closing Statement”): 2.3.3.1 an unaudited balance sheet of the Company immediately prior to the Closing (the “Preliminary Closing Balance Sheet”), prepared in accordance with the definition of Working Capital and procedures set forth in Annex II; 2.3.3.2 a reasonably detailed calculation by Buyer of the Working Capital as of the open of business on the Closing Date based on the Preliminary Closing Balance Sheet (the “Preliminary Working Capital”); and 2.3.3.3 a certificate of an officer of Buyer, certifying that the Preliminary Closing Balance Sheet has been prepared in accordance with GAAP consistently applied with the Balance Sheet and that the Preliminary Working Capital was prepared in accordance with the definition of Working Capital and proce...

Base Purchase Price Adjustment. The Closing Balance Sheet shall be deemed final for the purposes of this Section 2.08 upon the earlier of (i) the failure of Purchaser to notify Seller of a dispute within 30 Business Days of Seller's delivery of the Closing Balance Sheet to Purchaser or (ii) the resolution of all disputes pursuant to Section 2.08(b)(ii). Within three Business Days of the Closing Balance Sheet being deemed final, a Base Purchase Price adjustment shall be made as follows: (i) in the event that the amount of Working Capital reflected on the Closing Balance Sheet is less than £6,491,000, then the Base Purchase Price shall be adjusted downward in an amount equal to such shortfall, and Seller shall, within three Business Days of such determination, pay such amount converted into Dollars pursuant to 2.08(d) below to Purchaser by wire transfer in immediately available funds; and (ii) in the event that the amount of Working Capital reflected on the Closing Balance Sheet exceeds £6,491,000, then the Base Purchase Price shall be adjusted upward in an amount equal to the amount of such excess, and Purchaser shall, within three Business Days of such determination, pay the £ amount of such excess converted into Dollars pursuant to

Base Purchase Price Adjustment. The Base Purchase Price payable to Seller at Closing is based on the following initial valuations and shall be subject to adjustment as set forth in this Section 3.3:

Base Purchase Price Adjustment. 4.2.1 The Parties agree that the Base Purchase Price shall be adjusted for the difference by which the actual amounts in respect of the following items as of the Closing Date exceed or fall short of the amounts assumed by the Parties as of the Signing Date (and taken into account for purposes of calculating the Base Purchase Price): EXECUTION COPY Project Kronos 5 July 2014 19 | 76 (1) the amounts of external advisory fees, investment bank fees and related out-of-pocket expenses related to the Transaction and paid or to be paid by the Target or a WILD Flavors Company, assumed by the Parties as of the Signing Date to be an amount of EUR 28,500,000 (in words: twenty-eight million five hundred thousand Euros) before applicable VAT (which shall be disregarded for the purposes of this paragraph (1)); and (2) the amounts of exit bonus or other payments related to the Transaction, made or to be made by the Target or a WILD Flavors Company, assumed by the Parties as of the Signing Date to be an amount of EUR 46,700,000 (in words: forty-six million seven hundred thousand Euros) (paragraphs (1) and (2) collectively referred to as the Purchase Price Adjustments and individually as a Purchase Price Adjustment). 4.2.2 The Parties acknowledge that the amount of each Purchase Price Adjustment may deviate upwards (the Increased Amount) or downwards (the Decreased Amount) from the estimated amounts set forth in Section 4.2.1. If such deviation were to occur, the Parties agree that any Increased Amount in respect of paragraphs (1) and (2) of Section 4.2.1 shall reduce the Base Purchase Price and any Decreased Amount in respect of such items shall increase the Base Purchase Price on a Euro-for-Euro basis (the Base Purchase Price after the adjustments pursuant to this Section 4.2.2, the Purchase Price).

Base Purchase Price Adjustment. 9 2.7 ALLOCATION OF BASE PURCHASE PRICE................................10 ARTICLE 3 - CLOSING, ITEMS TO BE DELIVERED, THIRD PARTY CONSENTS, AND FURTHER ASSURANCES........................................10

Base Purchase Price Adjustment. (a) Immediately following the close of business on the day prior to the Closing Date, Sellers shall deliver to Purchasers the DIP Balance Certificate. The Base Purchase Price will then be subject to adjustment immediately prior to the Closing as follows: (i) the Base Purchase Price shall be adjusted based on the amount obtained by subtracting seventy-two percent (72%) of the Pre-Closing DIP Balance from the Base Purchase Price (the “Adjustment Amount”); (ii) if the Adjustment Amount is a positive number, the Adjusted Base Purchase Price shall be the Base Purchase Price less the Adjustment Amount; and (iii) if the Adjustment Amount is a negative number, the Adjusted Base Purchase Price shall be the Base Purchase Price plus the absolute value of the Adjustment Amount. (b) The Adjusted Base Purchase Price shall be paid in cash except to the extent of the face value of letters of credit included therein that are assumed or replaced by Purchasers at Closing.

Base Purchase Price Adjustment. (a) Within 45 days after the Closing Date, Buyer will provide to Sellers an audited balance sheet of the Company as of the Closing Date (the balance sheet shall be referred to as the "Closing Date Balance Sheet") which shall be prepared by Pricewaterhouse Coopers LLP in accordance with generally accepted accounting principles. (b) Buyer shall pay Sellers in the manner set forth in SECTION 1.5(B): (i) an amount equal to the amount of cash shown on the Closing Date Balance Sheet in excess

Base Purchase Price Adjustment. The aggregate effect of the positive or negative NFD Adjustment and the Positive or Negative Net Working Capital Adjustment on the Base Purchase Price and therefore the Base Cash Price, if applicable, is called for the purposes of this Agreement the "Net Adjustment". The Net Adjustment shall initially be calculated in EUR and then converted into USD on the basis of the Euro Exchange Rate for May 31, 2002. The Sellers, if prior to the Closing, and the Purchaser, if after the Closing, shall cause the Company to prepare a provisional calculation of the Net Adjustment in accordance with the above procedures. The mathematical calculation of the Net Adjustment shall be reviewed and confirmed in writing by the Company's auditor (i.e., Ernst & Young AG Wirtschaftsprufungsgesellschaft) and shall, as confirmed, unless mechanical errors in computation can be shown, be binding upon the Parties. The Parties agree to use their reasonable best efforts to cause the Company's auditor to provide the Parties with a written confirmation of the calculation of the Net Adjustment as soon as possible. If the Net Adjustment has been confirmed in writing by the Company's auditor prior to the Closing, the Base Purchase Price and therefore the Base Cash Price, if applicable, shall be adjusted by an amount in cash equal to the Net Adjustment. The final purchase price calculated on the basis of the Base Purchase Price or the Base Cash Price and the Equity Consideration, as the case may be, and the Net Adjustment shall be referred to hereinafter as the "Final Purchase Price". If the Net Adjustment has not been confirmed in writing by the Company's auditor prior to the Closing, the Company's good faith estimate of the Net Adjustment shall be delivered in writing by the Company to the Purchaser with (i) supporting calculation and (ii) a representation by the Company that the estimate is based on the Company's good faith belief as to the elements to be included in the calculation of the Net Adjustment (hereinafter called the "Estimated Net Adjustment") at least five days prior to the Closing. The Sellers and the Company shall prior to the Closing provide the Purchaser with full access to the books and records used to calculate the Net Adjustment and the Estimated Net Adjustment, as the case may be. If only the Estimated Net Adjustment (rather than the Net Adjustment) was available at Closing, the Closing Date Payment or the Closing Date Cash Amount, as the case may be, shall be calculated ...

Base Purchase Price Adjustment. (a) Promptly (but no later than the date that is seventy-five (75) days after Closing), Parent shall deliver to the Representative a statement (the “Final Base Purchase Price Statement”) setting forth, in each case as of the Reference Time, (a) the actual consolidated balance sheet of the Group Companies, (b) good faith calculations of actual Adjusted EBITDA (as finally determined in accordance with this Section 1.06, the “Actual Adjusted EBITDA”), actual Cash, actual Debt, actual Net Indebtedness and actual Net Working Capital (it being understood that Net Working Capital shall be in the form set forth in Annex 12.01(c)), (c) good faith calculations of the actual Base Purchase Price, actual aggregate Closing Option Consideration, a schedule of the actual Closing Option Consideration for each First Tier In-the-Money Option, actual aggregate Closing Restricted Stock Unit Consideration in respect of Restricted Stock Units, actual Per Share Participating Amount, actual Series A Per Share Amount, actual Series A-1 Per Share Amount and actual Series B Per Share Amount and (d) actual Fully Diluted Shares (as calculated pursuant to clause (a) of the definition thereof). The Final Base Purchase Price Statement and the determinations contained therein shall be prepared in accordance with this Agreement, including the Accounting Principles. After delivery of the Final Base Purchase Price Statement, the Representative and its accountants and other representatives shall be permitted reasonable access at reasonable times during the thirty (30)-day period after delivery of the Final Base Purchase Price Statement to review the Surviving Company’s and its Subsidiaries’ books and records and any work papers (subject to the Representative and its representatives entering into any reasonable undertakings required by Parent’s accountants in connection therewith) related to the preparation of the Final Base Purchase Price Statement; provided, that they do not unreasonably interfere with the business or operations of Parent or the Surviving Company. If the Representative has any objections to the Final Base Purchase Price Statement (to which it may object only on the basis that it contains mathematical errors or was not prepared in accordance with this Agreement, including the Accounting Principles), the Representative shall deliver to Parent a written statement (an “Objections Statement”) stating that the Representative believes the Final Base Purchase Price Statement contains...