CLOSING ADJUSTMENT OF PURCHASE PRICE Sample Clauses

CLOSING ADJUSTMENT OF PURCHASE PRICE. After the Closing Date, the Purchase Price set forth in Section 2(b) shall be adjusted as follows: (i) if the Final Net Worth of the Company as finally determined pursuant to Section 2(e) shall be more than the Guaranteed Net Worth, then the cash portion of the Purchase Price shall be increased by an amount equal to 66.7% of the amount of such excess, and the amount of the Buyer Preferred Shares based on the Buyer Preferred Shares Value shall be increased by an amount equal to 33.3% of the amount of such excess. In such event, the Buyer shall promptly pay Seller the amount of such cash difference, and promptly issue additional Buyer Preferred Shares in the amount of such difference based on the Buyer Preferred Shares Value, and such additional Buyer Preferred Shares shall be pledged pursuant to the Pledge Agreement. If the Final Net Worth of the Company as finally determined pursuant to Section 2(e) shall be less than the Guaranteed Net Worth, then the cash portion of the Purchase Price shall be reduced by an amount equal to 66.7% of the amount of such shortfall, and the amount of the Buyer Preferred Shares based on the Buyer Preferred Shares Value shall be reduced by an amount equal to 33.3% of the amount of such shortfall. In such event, the Seller shall promptly pay Buyer the amount of such cash difference, and the existing Buyer Preferred Shares certificate shall be cancelled and a new one issued in the reduced amount of Buyer Preferred Shares based on the Buyer Preferred Shares Value, and such reduced Buyer Preferred Shares shall be pledged pursuant to the Pledge Agreement. In addition to the foregoing, the amount of any additional unpaid Professional Fees not paid at the Closing shall constitute an additional adjustment to the Purchase Price, and shall be paid in cash by the Buyer to the Seller at the time of finalization of the post-closing adjustment to the Purchase Price.
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CLOSING ADJUSTMENT OF PURCHASE PRICE. After the Closing Date, the Purchase Price set forth in Section 2(b), shall be adjusted as follows: (i) if the Final Net Worth of the Company as finally determined pursuant to Section 2(e) shall be more than the Guaranteed Net Worth, then the cash portion of the Purchase Price shall be increased by an amount equal to 71.6% of the amount of such excess, and the principal amount of the Buyer Note shall be increased by an amount equal to 28.4% of the amount of such excess, and (ii) if the Final Net Worth of the Company as finally determined pursuant to Section 2(e) shall be less than the Guaranteed Net Worth, then the cash portion of the Purchase Price shall be reduced by an amount equal to 71.6% of the amount of such shortfall, and the principal amount of the Buyer Note shall be reduced by an amount equal to 28.4% of the amount of such shortfall. In the event that any principal payments on the Buyer Note are made by the Buyer prior to the determination of the final principal balance as a result of the determination of the Final Net Worth, then the amount of any such principal payments shall reduce the amount of the principal balance of the revised Buyer Note. In addition, the Buyer Note executed and delivered by the Buyer to the Seller at the Closing shall be promptly returned to the Buyer marked "CANCELLED" upon the Buyer's delivery of the revised Buyer Note to the Seller upon determination of the Final Net Worth.
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CLOSING ADJUSTMENT OF PURCHASE PRICE. If the Clearview Group shall have delivered the Option Notice in accordance with this Section 9.02, the Closing shall take place within the sixty day period immediately following the delivery of the Option Notice; provided, however, that if the Clearview Group shall have received a Landlord Notice of Default from any lessors under any Lease, the Closing shall take place on a date not fewer than five days prior to the date by which the Landlord Notice of Default requires the default alleged therein to be cured. Upon exercise of the Option pursuant to this Article, the Purchase Price shall be adjusted to include, to the extent not already included in the Purchase Price the following amounts, discounted to present value as of the Closing Date at a rate of ten percent per annum: (A) if the Option Notice is delivered during the First Contract Year, the Initial Option Payment and Additional Option Payments that would have been required through the end of the Second Contract Year and (B) if the Option Notice is delivered in the Second, Third, Fourth, or Fifth Contract Year, all Additional Option Payments that would have been required through the end of the Contract Year during which the Option Notice was delivered. For the purpose of calculating the adjustments under this Section, the Additional Option Payments for each Contract Year shall be deemed to be the Estimated Additional Option Payments for that Contract Year; provided, however, that if the Option Notice is delivered within the Second Contract Year, the Additional Option Payment for the Second Contract Year shall be the greater of the Additional Option Payment for the First Contract Year or $132,000. If the Clearview Group shall exercise the Option pursuant to this Article, the Clearview Group shall pay to the GG Group, to the extent such amount exceeds the amounts already paid to the GG Group pursuant to this Section, an amount equal to the Option Payments which would have been due to the GG Group if the Option had not been so exercised based upon the actual performance of the Clearview Group from the date of the Closing until the first time at which the Clearview Group was entitled to exercise its Option under Article One of this Agreement (the "Cut-off Date"), such payment to be made within the thirty-day period immediately following the Cut-off Date.
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CLOSING ADJUSTMENT OF PURCHASE PRICE. (a) No later than two (2) Business Days prior to the anticipated Closing Date, the Seller shall deliver to the Purchaser a written statement that sets forth the Seller’s good faith estimate, applying the Accounting Principles, of (i) the Closing Indebtedness Amount (the “Estimated Closing Indebtedness Amount”), (ii) the Closing Cash Amount (the “Estimated Closing Cash Amount”), (iii) the Transaction Expenses (the “Estimated Transaction Expenses”), (iv) the Closing Date Tangible Net Assets Amount and the resulting Closing Date Tangible Net Assets Excess (the “Estimated Closing Date Tangible Net Assets Excess”), if any, or the resulting Closing Date Tangible Net Assets Shortfall (the “Estimated Closing Date Tangible Net Assets Shortfall”), if any, (v) the Closing Date TMR Amount and the resulting Closing Date TMR Shortfall (the “Estimated Closing Date TMR Shortfall”), if any, (vi) the Estimated Closing Date Payment Amount, (vii) the Closing Accounts Receivable and (viii) the Closing Uncollected Sales Tax Refund Amount. For the avoidance of doubt, if (1) the Closing Date occurs on or before the date that is ninety (90) days following the date hereof, the Closing Date TMR Shortfall shall equal zero (0) or (2) the Threshold TMR Amount is equal to, or less than, the Closing Date TMR Amount, there shall be no Closing Date TMR Shortfall.
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Related to CLOSING ADJUSTMENT OF PURCHASE PRICE

  • Adjustment of Purchase Price NUMBER AND KIND OF SHARES OR NUMBER OF RIGHTS. The Purchase Price, the number and kind of shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11.

  • Purchase Price; Allocation of Purchase Price (a) Subject to the terms and conditions of this Agreement, the purchase price for the Interests and the Purchased Assets (other than the Specified OUS Assets) (such amount, the “Purchase Price”) is payable as follows:

  • Post-Closing Purchase Price Adjustment (a) As promptly as practicable, but in no event later than ninety (90) days following the date of the Applicable Closing, Parent shall prepare and deliver to SunGard Data a statement (the “Post-Closing Statement”), certified by the chief financial officer of Parent and accompanied by reasonable supporting detail, setting forth the Closing Net Working Capital, the Company Transaction Fees and Expenses and the Merger Consideration, including, in each case, the calculation thereof in reasonable detail. The calculations set forth in the Post-Closing Statement shall be final and binding on all Parties unless SunGard Data gives Parent written notice of its objections thereto (an “Objection Notice”), with reasonable supporting detail as to each such objection (each, a “Post-Closing Calculation Objection”), within forty-five (45) days after receipt of the Post-Closing Statement (the “Objection Period”). In the event SunGard Data fails to give Parent an Objection Notice prior to the expiration of the Objection Period or otherwise earlier notifies Parent in writing that SunGard Data has no objections to the calculations set forth in the Post-Closing Statement, the Post-Closing Statement shall be deemed final and binding on all Parties hereto, and all payments to be made in accordance with Section 3.4(d) shall be derived therefrom. Any component of the calculations set forth in the Post-Closing Statement that is not the subject of a timely delivered Objection Notice by SunGard Data shall be final and binding on all Parties except to the extent such component could be affected by other components of the calculations set forth in the Post-Closing Statement. Throughout the period following the Closing Date until the components of the calculations set forth in the Post-Closing Statement are deemed final and binding pursuant to this Section 3.4, subject to Section 7.21, Parent shall permit SunGard Data and its Representatives reasonable access (with the right to make copies), during business hours upon reasonable advance notice, to the financial books and records of the Surviving Corporation and its Subsidiaries for the purposes of the review and objection right contemplated herein.

  • Purchase Price; Payment of Purchase Price In addition to the Assumed Liabilities described below, the aggregate consideration for the Subject Assets (the “Purchase Price”) shall be the amount equal to: $2,000,000. The Purchase Price shall be subject to adjustment as set forth in Section 1.7 below as so adjusted.

  • 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.

  • Payment of Purchase Price The Purchase Price shall be paid as follows:

  • Purchase Price Adjustment (a) Not later than five Business Days prior to the Closing Date, the Contributor Parties shall prepare in good faith and deliver to Acquiror a preliminary settlement statement (the “Estimated Adjustment Statement”) setting forth (i) an estimated combined balance sheet of the Compression Group Entities as of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) (the “Estimated Closing Date Balance Sheet”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital Threshold, (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amount.”

  • Allocation of Purchase Price Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final Allocation. Each of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final Allocation.

  • 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.

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