Certain Price Adjustments. In the event that, as a part of the due diligence reviews provided for in Section 6 above, Asserted Defects are raised by Buyer and Seller is unable (or unwilling) to cure such Asserted Defects prior to Closing, or in the event that Seller or Buyer has asserted a Title Benefit, or in the event that Seller has elected (pursuant to Section 14) to treat an Oil and Gas Property affected by a casualty loss as if it was Property affected by an Asserted Defect, then:
(a) Buyer and Seller shall, with respect to each Property affected by such matters, for a period of five (5) business days, attempt, in good faith, to agree upon the existence of any Asserted Defects and/or Title Benefits and, as applicable, an appropriate downward (or upward, in the case of a Title Benefit) adjustment of the Base Purchase Price to account for such matters; provided that if (i) the Alleged Defect is an encumbrance or lien that is undisputed and liquidated in amount, then the downward adjustment to the Base Purchase Price shall be the amount necessary to be paid to remove the Alleged Defect from the affected Property, (ii) the Alleged Defect represents a discrepancy between (A) the Net Revenue Interest for any well or unit and (B) the Net Revenue Interest stated in Schedule I for such well or unit, then the downward adjustment to the Base Purchase Price shall be the product of the amount set forth on Schedule I with respect to such well or unit multiplied by a fraction, the numerator of which is the Net Revenue Interest decrease and the denominator of which is the Net Revenue Interest stated in Schedule I and (iii) the Title Benefit represents a discrepancy between (A) the Net Revenue Interest for any well or unit and (B) the Net Revenue Interest stated in Schedule I for such well or unit, then the upward adjustment to the Base Purchase Price shall be the product of the amount set forth on Schedule I with respect to such well or unit multiplied by a fraction, the numerator of which is the Net Revenue Interest increase and the denominator of which is the Net Revenue Interest stated in Schedule I; or
(b) with respect to each Property as to which Buyer and Seller are unable to agree upon the existence of an Asserted Defect and/or Title Benefit and/or an appropriate adjustment with respect to all such matters affecting such Property, then (unless Buyer elects to waive all Asserted Defects with respect to such Property prior to Closing) such Property will be excluded from the transaction c...
Certain Price Adjustments. If Nevro agrees to purchase from CCC or any of its Affiliates a minimum of [***] percent ([***]%) of its finished leads products in for a Contract Year, Nevro shall receive an additional [***] percent ([***]%) reduction in price for each IPG Model 2000 Product ordered in accordance with such Forecast. Additionally, if Nevro agrees to utilize CCC- or an CCC Affiliate-manufactured battery, feedthrough and enclosure Components in any Contract Year, Nevro shall receive at least a [***] dollar ($[***]) reduction in price for each IPG Model 2000 Product ordered in accordance with such Forecast. If Nevro agrees to utilize any one of the CCC- or CCC Affiliate-[***] in any Forecast, the parties will negotiate an applicable reduction in price for each IPG Model 2000 Product ordered in accordance with such Forecast.
Certain Price Adjustments. If Nevro agrees to purchase from CCC or any of its Affiliates a minimum of [***] percent ([***]%) of its finished leads products in a Contract Year, Nevro shall receive an additional [***] percent ([***]%) reduction in price for each IPG Model 2000 Product and IPG 2500 Product ordered in accordance with such Forecast.
Certain Price Adjustments. 3.3.1 On the Closing Date, Seller shall deliver to Purchaser a Closing Balance Sheet and a certificate setting forth the Closing Date Net Working Capital, which shall in no event be less than $750,000.00.
3.3.2 In the event the Closing Date Net Working Capital is less than the Target Net Working Capital, the cash portion of the Purchase Price shall be decreased dollar-for-dollar by the amount of the difference. In the event the Closing Date Net Working Capital is greater than the Target Net EXECUTION COPY Working Capital, the original principal amount of the Purchaser Note shall be increased by such amount.
3.3.3 As soon as practicable following the Closing Date, but not later than sixty (60) days thereafter, Purchaser shall review the Closing Balance Sheet and the Closing Date Net Working Capital, shall prepare or cause to be prepared, and shall submit to Seller a certificate (the "NET WORKING CAPITAL CERTIFICATE") setting forth (i) the Final Net Working Capital and (ii) the Net Working Capital Adjustment, if any. In the event there is a Net Working Capital Adjustment, Purchaser and Seller shall immediately execute an amendment to the Purchaser Note (i) decreasing the original principal amount thereof, if the Net Working Capital Adjustment is negative, or (ii) increasing the original principal amount thereof, if the Net Working Capital Adjustment is positive. In either event, accrued interest on the principal amount of the Purchaser Note shall be adjusted accordingly.
3.3.4 For purposes of this Agreement, "NET WORKING CAPITAL" as of any date shall be deemed to be the aggregate dollar value determined in accordance with GAAP represented by: (i) cash and cash equivalents, (ii) Accounts Receivable (net of an allowance for bad debts determined in accordance with GAAP), (iii) Inventory and (iv) Prepaid Expenses, less (y) Payables and (z)
Certain Price Adjustments. 36 5.3 Casualty Loss and Condemnation.............................................38
Certain Price Adjustments. 21 Section 7.3. Waiver.................................................................................... 23
Certain Price Adjustments. (a) In the event that, as a part of the due diligence review provided for in SECTION 7.1 above, Asserted Defects are presented to Seller and Seller is unable (or unwilling) to cure such Asserted Defects to the reasonable satisfaction of Buyer prior to September 1, 1998, then Buyer and Seller shall, with respect to each Oil and Gas Property affected by one or more Defects, attempt to agree upon an appropriate adjustment to the Base Purchase Price to account for such Defects. Notwithstanding anything herein to the contrary, Buyer and Seller shall elect to specify as an appropriate adjustment to the Base Purchase Price (A) for a Defect of the type which is specified in SECTION 7.1(b)(i) or SECTION 7.1(b)(iv), and which relates to the NRI specified on EXHIBIT 7.1(b)(i), an amount equal to X multiplied by Y, where "X" is the amount specified on EXHIBIT 7.1(b)(i) for the Oil and Gas Property to which such Defect relates, and where "Y" is the proportionate reduction in NRI (e.g., the amount by which the share of production to which Seller is actually entitled is less than the NRI specified for such Oil and Gas Property on EXHIBIT 7.1(b)(i), divided by such NRI specified on EXHIBIT 7.1(b)(i)), (B) for a Defect of the type specified in SECTION 7.1(b)(ii), the amount required to discharge such lien, or (C) for a Defect of the type specified in SECTION 7.1(b)(v), the amount represented by the loss of volumes required to discharge such overproduced position, which amounts shall be the discounted present value of the volumes required to discharge such obligation, determined by using a 10% discount rate and assuming the same would be discharged as promptly as possible (under the terms of applicable agreements) after the Closing Date assuming production occurs at the same rate as projected in projections of production furnished by Buyer as (and represented by Buyer to be) its projections used in making its decision to purchase (and valuing such production using prices for production utilized in such projections).
(b) Should Seller determine (or should Buyer, in the course of its due diligence review contemplated by SECTION 7.1, determine) that (i) the ownership of the Properties by Seller entitles
Certain Price Adjustments. 3.4.1 On or as soon as practicable following the Closing Date, but not later than sixty (60) days thereafter, the Parties shall jointly determine the actual amount of the Working Capital as of the Closing Date and shall execute a certificate(the "Adjusted Working Capital Worksheet") in the form of Exhibit 3.
4.1 hereto setting forth the final dollar amount of the Working Capital. If the dollar amount of the Working Capital as reflected on the Adjusted Working Capital Worksheet exceeds Targeted Working Capital by more than $250,000, then the Purchaser shall pay in cash to Seller the full amount of such excess over Targeted Working Capital. If the dollar amount of the Working Capital as reflected on the Adjusted Working Capital Worksheet is below Targeted Working Capital by more than $250,000, then Seller shall pay in cash to Purchaser the full amount of such deficit from Targeted Working Capital.
3.4.2 For purposes of this Agreement, "Working Capital" shall be determined as of the Closing Date using, on a consistent basis, the accounts, accounting methods and principles used in the preparation of Schedule 3.4.2, including the aggregate dollar value represented by (i) the aggregate book value of the Accounts Receivable (net of a "bad debt" allowance of One Hundred Eighty Thousand Dollars $180,000 and exclusive of any Accounts Receivable from any Affiliate of Seller), (ii) the value of the inventory on the Closing Date determined by consistently applying the accounting methods and principles used to value inventory in Schedule 3.4.2 and (iii) any Prepaid Expenses, less(x) Payables exclusive of any Payables due to any Affiliate of Seller and (y)
Certain Price Adjustments. During the term of this Agreement the parties may determine to effect certain adjustments to the prices charged by Baasel to CardioGenesis for OEM Products and/or Parts as follows, as well as any other price adjustments which the parties may, but are not required to, mutually agree in writing:
Certain Price Adjustments. The Purchase Price shall be adjusted by the amount, if any, by which the Net Worth (as hereafter defined) of Seller, as of the Closing Date, as finally determined, is greater or less than the Net Worth of Seller as of June 30, 1998 (the "Reference Net Worth"). Further, the Seller's Estimated Tax Payment shall be adjusted by the amount, if any, by which the Seller's actual Tax liability relating to federal and state corporate income taxes and reflected on Seller's closing balance sheet for the period prior to and including the Closing Date (the "Actual Tax Amount") exceeds or is less than the Estimated Tax Payment.
3.4.1 On or within one day after the Closing Date, personnel assigned by each of Seller and Purchaser shall jointly inspect all Inventory of the Business and prepare a physical count of the Closing Inventory.
3.4.2 As soon as practicable following the Closing Date, but not later than 60 days thereafter, the Parties shall jointly determine the Net Worth of Seller as of the Closing Date and shall execute a certificate (the "Net Worth Certificate") setting forth such Net Worth and a calculation of the Actual Tax Amount. For purposes of this Agreement, "Net Worth" as of any date shall be the aggregate value determined in accordance with GAAP of (x) the Purchased Assets net of (y)
