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. 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. (a) For purposes of this Agreement, the following terms shall have the respective meanings assigned to such terms below:
Cash Purchase Price Adjustment. The Cash Purchase Price is subject to adjustment as provided in this Section 3.2:
Cash Purchase Price Adjustment. The Cash Purchase Price to be paid to the Xxxxxxx Trust will be (a) decreased dollar-for-dollar by the Xxxxxxx Related Person Payments and (b) decreased by an amount equal to Fourteen Million Four Hundred Sixty-Nine Thousand Dollars ($14,469,000) (collectively, the “Closing Cash Purchase Price”) and will be paid in accordance with Section 1.4(a).
Cash Purchase Price Adjustment. 5 1.4. Ancillary Agreements, Transfer Documents and Other Actions...........................................................8
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) As used herein, the “
Cash Purchase Price Adjustment. The Cash Purchase Price shall be:
