Calculation of Post-Closing Adjustments Sample Clauses

Calculation of Post-Closing Adjustments. Except for cash payments made pursuant to Section 12(a), amounts owing to Buyer from UTI will be netted against any amounts owed by Buyer to UTI. The net amount will then be reduced by $250,000. The remaining amount will be paid by UTI to Buyer or by Buyer to UTI, as applicable, in the form of UTI common stock valued at $15 per share. In no instance shall the number of shares transferred exceed 500,000 shares. The price and number of shares shall be adjusted for any applicable stock splits, stock dividends, spin offs or other recapitalizations.
Sample 1
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Calculation of Post-Closing Adjustments. The “Final Purchase Price” will be the Base Purchase Price (A) plus an amount, if any, equal to the amount by which the Final Closing WC is greater than the Target WC (B) minus an amount, if any, equal to the amount by which the Final Closing WC is less than the Target WC and (C) minus the sum of the amounts in Section 2.2(b) (i) through and including (v). The Final Closing WC will be determined in accordance with the procedures set forth in Section 2.3(c). Each Seller warrants jointly with the other Sellers but for its Pro Rata Warranty Share not severally (“niet-hoofdelijk”) that the Closing Debt shall not be in excess of the amount set forth in the Flow of Funds Certificate.
Sample 1
Calculation of Post-Closing Adjustments. (i) Subject to Section 1.11(b)(iii), the Merger Consideration will be: (A) increased dollar-for-dollar by the amount that the Final Net Working Capital (calculated as provided in Section 1.11(c) below) is greater than the Preliminary WC, provided, that in no event will it be increased by more than the applicable Preliminary Negative Adjustment (the amount of such upward adjustment, the “Excess WC”), or (B) decreased dollar-for-dollar by the amount that the Final Net Working Capital is less than the Preliminary WC; provided, further that, with respect to clause (B), no such adjustment will be made for any difference equal to $100,000 or less. If no Preliminary Negative Adjustment was made under Section 1.11(a)(i), then the Preliminary WC will be deemed to be equal to the Target for purposes of this Section 1.11(b)(i).
Sample 1
Calculation of Post-Closing Adjustments. Except for cash payments made pursuant to Section 12(a), amounts owing to Buyer from UTI will be netted against any amounts owed by Buyer to UTI. The net amount will then be reduced by $250,000. The remaining amount will be paid by UTI to Buyer or by Buyer to UTI, as applicable, in the form of UTI common stock valued at $15 per share. In no instance shall the number of shares transferred exceed 500,000 shares. Notwithstanding the above, there shall be no limit to the number of shares transferred to the extent that there are legal fees, settlements, damage payments or other losses (other than routine death claims paid on policies that were in-force at the date of closing) relating directly or indirectly to the issues described in the first five paragraphs of Footnote 8 to UTI's 1995 Financial Statements as contained in its Form 10-K filed with the Securities and Exchange commission. The price and number of shares shall be adjusted for any applicable stock splits, stock dividends, spin offs or other recapitalizations.
Sample 1
Calculation of Post-Closing Adjustments. The Closing Purchase Price will be: (A) increased dollar-for-dollar by the amount that the Closing WC is greater than the Preliminary WC, or (B) decreased dollar-for-dollar by the amount that the Closing WC is less than the Preliminary WC. The Closing WC will be determined in accordance with the procedures set forth in Section 2.3(c). If the Preliminary WC was calculated to be greater than the Target WC so that there was no downward adjustment of the Closing Purchase Price under
Sample 1
Calculation of Post-Closing Adjustments. (a) As soon as practicable after the Closing, but not later than 60 days after the Closing, Seller shall prepare and deliver to Buyer, a statement (the "FINAL SETTLEMENT STATEMENT") setting forth the calculation of each adjustment to the Closing Purchase Price contemplated by Section 2.2. As may be requested by Seller, Buyer shall promptly furnish all information that it or its affiliates may have in their possession and that is useful to Seller in the calculation or verification of the Final Settlement Statement. On or before the 30th day after receipt of the Final Settlement Statement, Buyer shall deliver to the Seller a written report containing any changes that Buyer proposes to be made to the Final Settlement Statement. The Parties shall undertake to agree upon the Final Settlement Statement not later than 120 days after the Closing Date. If Buyer fails to propose any changes to the accounting set forth in the Final Settlement Statement within 30 days after its receipt of the proposed Final Settlement Statement from Seller, then it shall be deemed that Buyer agrees with the Final Settlement Statement as proposed by Seller. The agreed upon Final Settlement Statement shall serve as the basis for the calculation of the Final Purchase Price hereunder. The date upon which the Final Settlement Statement is agreed upon or is otherwise established hereunder, is hereinafter referred to as the "FINAL SETTLEMENT DATE".
Sample 1
Calculation of Post-Closing Adjustments 
Sample 1
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Related to Calculation of Post-Closing Adjustments

  • Payments of Post-Closing Adjustment Except as otherwise provided herein, any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, shall (A) be due (x) within five (5) Business Days of acceptance of the applicable Closing Working Capital Statement or (y) if there are Disputed Amounts, then within five (5) Business Days of the resolution described in clause (v) above; and (B) be paid by wire transfer of immediately available funds to such account(s) as is directed by Buyer or Sellers, as the case may be.

  • Post-Closing Adjustments As soon as practicable after the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event

  • Closing Adjustments To the extent that any prorations, adjustments or other amounts with respect to the Contributed Entity or the Property shall be payable by or to the Contributors at or following each Closing in accordance with the provisions of the Master Agreement, the amount of the purchase consideration determined pursuant to Section 1.2(a) shall be adjusted accordingly, it being acknowledged and agreed by each Contributor that from and after the date hereof, (i) the Contributed Entity shall not declare, pay or otherwise make provision for any dividends or distributions and (ii) immediately prior to the Closing, in addition to any prorations, adjustments or other amounts payable by or to the Contributors with respect to the Contributed Entity or the Property, the Contributed Entity shall distribute to each Contributor receiving Securities an amount equal to the amount such Contributor would have been paid as a distribution on account of the Securities it will receive at Closing had such Securities been issued and sold to such Contributor at the Initial Closing.

  • Post-Closing Adjustment (i) Within sixty (60) days following the Closing Date, Seller shall prepare and deliver to Buyer a statement (the “Closing Statement”) that shall set forth in reasonable detail Seller’s calculation of the net amount of all adjustments to the Base Purchase Price required by Section 2.6(a) taking into account actual data (the “Purchase Price Adjustment”), together with reasonable supporting material regarding the computation thereof. Buyer shall have thirty (30) days to review the Closing Statement following receipt thereof. On or before the end of such 30-day review period, Buyer may object to the Closing Statement by written notice to Seller (the “Objection Notice”), setting forth Buyer’s specific objections to the calculation of the Purchase Price Adjustment. Such Objection Notice shall specify those items or amounts with which Buyer disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount (and reasonable supporting material therefor), and shall set forth Buyer’s calculation of the Purchase Price Adjustment based on such objections. To the extent not set forth in a timely-delivered Objection Notice, Buyer shall be deemed to have agreed with Seller’s calculation of all other items and amounts contained in the Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection Notice. If Buyer does not timely deliver any Objection Notice, Buyer shall be deemed to have agreed with and accepted Seller’s calculation of the Purchase Price Adjustment, and the Closing Statement shall be final and binding on the Parties as of the end of Buyer’s 30-day review period.

  • True-Up Adjustments From time to time, until the Retirement of the Recovery Bonds, the Servicer shall identify the need for True-Up Adjustments and shall take all reasonable action to obtain and implement such True-Up Adjustments, all in accordance with the following:

  • Closing Adjustment Not less than three (3) Business Days prior to the anticipated Closing Date, Sellers shall provide Purchasers with a certificate signed by an officer of each of the Sellers attaching reasonable and good faith estimates (the “Closing Estimates”) of each of (i) the Closing Working Capital (the “Estimated Closing Working Capital”), (ii) the Closing Cash Amount (the “Estimated Closing Cash Amount”); (iii) the Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”); (iv) the Closing Date Transaction Fees (the “Estimated Closing Date Transaction Fees”); and (v) the Closing Adjustment (as defined below). Each of the Closing Estimates shall be determined in accordance with the Accounting Methodology. Purchasers shall be entitled to review, and propose reasonable changes to the Closing Estimates and Sellers shall provide Purchasers and their Representatives with reasonable access, at reasonable times following prior notice, to the officers, employees, agreements and books and records of the Transferred Entities to verify the accuracy of such amounts. The Sellers shall consider the Purchasers’ proposed changes in good faith. If the Parties are unable to reach agreement on any proposed changes, the Closing Estimates (and the components thereof) as proposed by the Sellers shall control solely for purposes of payments to be made at Closing and shall not limit or otherwise effect the Purchasers’ remedies under this Agreement or otherwise constitute an acknowledgment by Purchasers of the accuracy of the Closing Estimates. The “Closing Adjustment” shall equal (i) the Estimated Closing Working Capital, plus (ii) the Estimated Closing Cash Amount, less (iii) the Target Working Capital, less (iv) the Estimated Closing Date Indebtedness, and (v) less the Estimated Closing Date Transaction Fees.

  • Pricing Adjustments a. In the event an adjustment is made to the computation of the net asset value of Fund shares as reported to Insurance Company under paragraph 7, (1) the correction will be handled in a manner consistent with SEC guidelines and the Investment Company Act of 1940, as amended and (2) the Funds or Transfer Agent shall notify Insurance Company as soon as practicable after discovering the need for any such adjustment. Notification may be made in the following manner: Method of Communication

  • Closing Prorations and Adjustments The prorations set forth in this Section 6.5 shall be on a Property-by-Property basis and not among, or between, Properties, and shall not be allocated on an Applicable Share basis.

  • Capital Adjustments (a) The existence of the Option shall not affect in any way the right or power of the Corporation or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations, or other changes in the Corporation's capital structure or the Corporation’s business, or any merger or consolidation of the Corporation or any issue of bonds, debentures, preferred stock having a preference to or affecting the Corporation’s capital stock or the rights thereof, or the issuance of any securities convertible into any such capital stock or of any rights, options, or warrants to purchase any such capital stock, or the dissolution or liquidation of the Corporation, any sale or transfer of all or any part of the Corporation’s assets or business, or any other act or proceeding of the Corporation, whether of a similar character or otherwise.

  • Tax Adjustments The Company may make such reductions in the Purchase Price, in addition to those required by Sections 3, 4, 5, 6, 7 and 8, as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes.

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