Cash Purchase Price Adjustment. The Cash Purchase Price is subject to adjustment as provided in this Section 3.2:
(a) Within seven months after the Closing Date, Buyer's independent accountants and Seller's independent accountants, working together, shall prepare and deliver to Buyer, ImageX, Seller and the Shareholder a balance sheet as of the Closing Date (the "Closing Balance Sheet"), reflecting Seller's actual financial position, including without limitation the amount of its "Working Capital" (defined as current assets excluding cash, cash equivalents and marketable securities less current liabilities excluding any short-term Debt and other current liabilities not assumed by Buyer, all determined in accordance with GAAP), as of the Closing Date. If the Working Capital balance presented in the Closing Balance Sheet is less than $1,512,000, calculated as set forth in Schedule 3.2(a) (the "September Working Capital Balance"), Buyer shall deduct the amount of the shortfall from the Working Capital Holdback and promptly release the remainder, subject to Section 3.2(b) below, of the Working Capital Holdback, if any, to Seller. If the amount of such shortfall exceeds the Working Capital Holdback, the entire Working Capital Holdback shall be credited to the account of Buyer, and any such excess shall be promptly paid by Seller or the Shareholder to Buyer in cash. If the Working Capital balance presented in the Closing Balance Sheet is equal to or greater than the September Working Capital Balance, the amount of any such excess shall be promptly paid by Buyer to Seller in cash, and Buyer shall promptly release the entire Working Capital Holdback (subject to deduction pursuant to Section 3.2(b) below) to Seller.
(b) In addition to amounts, if any, deducted from the Working Capital Holdback in order to effectuate an adjustment to the Cash Purchase Price pursuant to Section 3.2(a) above, Buyer or ImageX may, in its discretion, after consultation with the Shareholder, offset against the Working Capital Holdback in accordance with Section 12.6 of this Agreement the amount of any Claims based on Sections 5.15 (Accounts and Other Receivables) and/or 5.16 (Inventory) of this Agreement or any Claim based on any excluded liability under Section 2.4.8 (Claims and Adjustments) of this Agreement (provided that Buyer shall use reasonable good faith efforts not to permit a return of merchandise that is inconsistent with Seller's current policies with respect to returns of Products in the course of Seller's...
Cash Purchase Price Adjustment. (i) The amount of the Cash Purchase Price is based on the assumption that the "Net Asset Value" (as further described in Section 3(c)(iv) below) will be equal to $7,000,000 (the "Assumed Net Asset Value").
(ii) Seven business days prior to the closing, INSpire will deliver to CGI a revised estimate of the Net Asset Value (the "Estimated Net Asset Value"). Such estimate will be subject to the approval of CGI's financial advisors. The Cash Purchase Price payable at closing will be adjusted (upward or downward, as appropriate) by the amount by which the Estimated Net Asset Value (as approved) differs from the Assumed Net Asset Value; provided, however, that no adjustment will be made to the extent that the Estimated Net Asset Value exceeds $8,400,000.
(iii) Within thirty business days following the closing, CGI will have the right to audit the books and records of INSpire to determine the actual Net Asset Value (the "Actual Net Asset Value"). CGI will be entitled to withdraw from the Escrow Account (as defined below) the amount by which the Estimated Net Asset Value (or $8,400,000, if less) exceeds the Actual Net Asset Value. INSpire will have the right to review CGI's determination of the Actual Net Asset Value and any dispute relating thereto will be resolved, by an independent certified public accounting firm, whose fees will be paid by the party not substantially prevailing in the dispute.
(iv) Net Asset Value will be calculated by subtracting the value of all liabilities assumed by CGI pursuant to the Definitive Agreement from the value of the Purchased Assets, all such values to be calculated as of the date of closing. A schedule to the Definitive Agreement will set forth an example of the calculation of Net Asset Value (including the manner in which each type or class of assets and liabilities will be valued) and the determination of Estimated Net Asset Value and Actual Net Asset Value will be made on a basis consistent with such schedule. This schedule will be prepared by the parties in the course of CGI's due diligence investigation of INSpire.
Cash Purchase Price Adjustment. Any indemnification payment made by an Indemnifying Party pursuant to this Agreement shall be treated by the Parties as an adjustment to the purchase price paid for the Shares for Tax purposes.
Cash Purchase Price Adjustment. (a) For purposes of this Agreement, the following terms shall have the respective meanings assigned to such terms below:
Cash Purchase Price Adjustment. Any indemnification payment made by the Company, the Buyer or the Sellers pursuant to this Agreement shall be treated by the Buyer and the Sellers as an adjustment to the Cash Purchase Price for Tax purposes.
Cash Purchase Price Adjustment. (a) As used in this Section 5.04, the following capitalized terms have the meanings set forth next to their names:
Cash Purchase Price Adjustment. 5 1.4. Ancillary Agreements, Transfer Documents and Other Actions...........................................................8
Cash Purchase Price Adjustment. (a) Delivery and Review of Closing Balance Sheet. As promptly as practicable, but no later than 75 days after the Closing Date, the Seller will cause to be prepared and delivered to the Buyer (i) the Closing Balance Sheet, accompanied by the auditors' report thereon from the Seller Accountants and (ii) a certificate of the Seller, setting forth the Closing Controllable Net Assets, together with supporting calculations in reasonable detail (the "Adjustment Certificate"). The Closing Balance Sheet shall be prepared in accordance with United Kingdom generally accepted accounting principles ("U.K. GAAP") and, except for the application of Financial Reporting Standards ("FRS") 10 and 12, in a manner that is consistent with the September 1998 Balance Sheet. The Buyer shall have 45 days from the date on which the Closing Balance Sheet and the Adjustment Certificate are delivered to it to review such documents (the "Review Period"). The Buyer and its accountants shall be provided with reasonable access during normal business hours to the audit working papers of the Seller Accountants in connection with such review. If the Buyer disagrees in any respect with any item or amount shown or reflected in the Closing Balance Sheet or the Adjustment Certificate or with the calculation of the Closing Controllable Net Assets, the Buyer may, on or prior to the last day of the Review Period, deliver a notice to the Seller setting forth, in reasonable detail, each disputed item or amount and the basis for the Buyer's disagreement therewith (the "Dispute Notice"). If no Dispute Notice is received by the Seller on or prior to the last day of the Review Period, the Closing Balance Sheet and the Adjustment Certificate shall be deemed accepted by the Buyer. Any items not identified in the Dispute Notice will be deemed accepted by the Buyer and the Seller and, notwithstanding the review of the matters set forth in the Dispute Notice by the Accountant as set forth in Section 1.3(b) below, shall be deemed part of the Closing Balance Sheet. The Buyer's rights to indemnification pursuant to Section 11.1 (and any limitations on such rights) shall not be deemed to limit, supersede or otherwise affect the Buyer's rights to a full purchase price adjustment pursuant to this Section 1.3.
Cash Purchase Price Adjustment. The cash purchase price (the “Cash Purchase Price”) for the Purchased Assets, on a debt-free, cash-free basis, is equal to the sum of the following: (i) $82,017,574, plus (or minus if such number is negative) and (ii) the Net Inventory Adjustment Amount. At least two Business Days prior to Closing, WWW will deliver to Buyer a statement (the “Estimated Closing Statement”), together with reasonable supporting documentation, setting forth WWW’s good faith estimate of the Net Inventory, the resulting Net Inventory Adjustment Amount, in each case, as of the Effective Time and calculated in accordance with the terms of this Agreement, and WWW’s resulting calculation of the estimated Cash Purchase Price based on the foregoing (such amount, the “Estimated Cash Purchase Price”). The Estimated Cash Purchase Price will be used for purposes of determining payments due at Closing and will be subject to adjustment post-Closing pursuant to Section 1.6.
Cash Purchase Price Adjustment. (i) Within 150 days following the Closing Date, Buyer will prepare and deliver to WWW a statement (the “Closing Statement”) setting forth Buyer’s calculation of the Net Inventory and the resulting Net Inventory Adjustment Amount, in each case, as of the Effective Time and calculated in accordance with the terms of this Agreement, and Buyer’s calculation of the Cash Purchase Price based on its calculation of the Net Inventory Adjustment Amount. If WWW objects to the Closing Statement, it will notify Buyer in writing as promptly as practicable (but in any event within 45 days following delivery), setting forth in reasonable detail the basis for its objection(s) and its proposed modifications (the “Objection Notice”). If WWW fails to timely object to the Closing Statement, the parties will be deemed to have approved the Closing Statement and the parties will proceed as provided in Section 1.6(b). If WWW timely objects to the Closing Statement, the parties will attempt to resolve the disputed items in good faith. If complete resolution has not been reached within 20 days (or such longer period as may be mutually agreed by the parties), either Buyer or WWW may submit the remaining disputed items to Xxxxx Xxxxxxxx LLP or other regional independent accounting firm mutually selected by Xxxxx and WWW (the “Neutral Accountant”), who will be mutually engaged by the parties. The parties will instruct the Neutral Accountant that the scope of its review and authority is limited to resolving the disputed items submitted to it. The Neutral Accountant will resolve the disputed items in accordance with the terms (including the applicable definitions) of this Agreement. The Neutral Accountant will not assign a value to any disputed item greater than the highest value for such item claimed by either party in the Closing Statement or the Objection Notice, or less than the lowest value for such item claimed by either party in the Closing Statement or the Objection Notice. Xxxxx, on the one hand, and WWW, on the other hand, will each have the opportunity to make a written submission and a rebuttal of the other party’s submission to the Neutral Accountant. The parties will use commercially reasonable efforts to cause the Neutral Accountant to complete its determination of the disputed items within 30 days after its engagement. The Neutral Accountant will deliver a written opinion setting forth its determination of the Cash Purchase Price, which will be final, binding, non-appeala...
