Closing Date Adjustment to Purchase Price. (a) At least three, but no more than five, Business Days prior to the expected Closing Date, Sellers’ Representative shall deliver to Buyer a written statement (the “Adjustment Statement”) setting forth Seller’s good faith determination of each adjustment to the Purchase Price required under this Agreement and showing the calculation of such adjustments (the “Initial Adjustment Amount”). Sellers’ Representative shall attach to the Adjustment Statement such supporting documentation and other data as is reasonably necessary to provide a basis for the Initial Adjustment Amount shown in the Adjustment Statement. (b) If Buyer has any questions or disagreements regarding the Adjustment Statement, then, upon request by Buyer at least two Business Days prior to the Closing Date, Sellers’ Representative and Buyer shall in good faith attempt to resolve any disagreements, and Sellers’ Representative shall afford Buyer the opportunity to examine the Adjustment Statement and such supporting schedules, analyses and workpapers on which the Adjustment Statement is based or from which the Adjustment Statement is derived as are reasonably requested by Buyer. Sellers’ Representative shall give personnel, accountants and representatives of Buyer reasonable access to Sellers’ Representative’s premises and to its books and records for purposes of reviewing Seller’s calculation of the Initial Adjustment Amount and will cause appropriate personnel of Seller to assist Buyer and Buyer’s personnel, accountants and representatives, with no charge to Buyer for such assistance, in Buyer’s review of such calculation. (c) If Buyer and Sellers’ Representative agree on changes to the Initial Adjustment Amount based on such discussions, then the Closing Date Aggregate Purchase Price shall be paid at Closing based on such changes. If Buyer and Seller do not agree on changes to the Initial Adjustment Amount, then the Closing Date Aggregate Purchase Price shall be paid at Closing based on the amounts provided in the Adjustment Statement. In either such case, appropriate adjustments to the Base Purchase Price shall be made after Closing under Section 1.9. (d) If the Initial Adjustment Amount shown on the Adjustment Statement is a positive number, then the Base Purchase Price shall be increased by such amount. If the Initial Adjustment Amount shown on the Adjustment Statement is a negative number, then the Base Purchase Price shall be decreased by such amount. The Base Purchase Price as adjusted by the Initial Adjustment Amount (as such may be modified pursuant to any comments of Buyer accepted by Seller) is referred to as the “Closing Date Aggregate Purchase Price.”
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Samples: Asset Purchase Agreement, Asset Purchase Agreement (Maxwell Resources, Inc.), Asset Purchase Agreement (Exco Resources Inc)
Closing Date Adjustment to Purchase Price. The Purchase Price shall be subject to adjustment in accordance with the following procedures:
(a) At least three, but no more No later than five, Business Days prior to the expected Closing Date, Sellers’ Representative shall deliver to Buyer a written statement (the “Adjustment Statement”) setting forth Seller’s good faith determination of each adjustment to the Purchase Price required under this Agreement and showing the calculation of such adjustments (the “Initial Adjustment Amount”). Sellers’ Representative shall attach to the Adjustment Statement such supporting documentation and other data as is reasonably necessary to provide a basis for the Initial Adjustment Amount shown in the Adjustment Statement.
(b) If Buyer has any questions or disagreements regarding the Adjustment Statement, then, upon request by Buyer at least two Business Days one day prior to the Closing Date, Sellers’ Representative Seller shall deliver to Buyer a good faith estimate of the Closing Date AR Value, which shall be determined in accordance with GAAP and shall be calculated net of the bad debt reserve agreed upon by Buyer and Seller prior to Closing (the “Estimated Closing Date AR Value”). If the Estimated Closing Date AR Value is less than the Target AR Floor, then the Purchase Price and, as provided in Section 2.5(a), the Closing Cash Payment shall be reduced, on a dollar-for-dollar basis, by the amount by which the Estimated Closing Date AR Value is less than the Target AR Floor (the “Estimated Reduction Amount”). If the Estimated Closing Date AR Value is greater than the Target AR Ceiling, then the Purchase Price and, as provided in Section 2.5(a), the Closing Cash Payment, shall be increased, on a dollar-for-dollar basis, by the amount by which the Estimated Closing Date AR Value is greater than the Target AR Ceiling (the “Estimated Increase Amount”). If the Estimated Closing Date AR Value is equal to or greater than the Target AR Floor but less than or equal to the Target AR Ceiling, then neither the Purchase Price nor the Closing Cash Payment shall be adjusted pursuant to this Section 2.6(a).
(b) Within 200 days after the Closing Date, Buyer shall prepare and deliver to Seller the calculation of the Closing Date AR Value. The calculation of Closing Date AR Value shall be prepared in good faith attempt to resolve accordance with GAAP and shall not include the amount of any disagreementsUncollected Receivables (as provided in Section 8.9), and Sellers’ Representative but shall afford Buyer not otherwise be reduced by any bad debt reserve used in calculating the opportunity to examine the Adjustment Statement and such supporting schedules, analyses and workpapers on which the Adjustment Statement is based or from which the Adjustment Statement is derived as are reasonably requested by Estimated Closing Date AR Value. Buyer. Sellers’ Representative shall give personnel, accountants and representatives of Buyer reasonable access to Sellers’ Representative’s premises and to its books and records for purposes of reviewing Seller’s calculation of the Initial Adjustment Amount Closing Date AR Value shall be final and will cause appropriate personnel binding on the Parties for purposes of this Section 2.6 unless, within 10 days after delivery thereof to Seller, Seller to assist Buyer and Buyer’s personnel, accountants and representatives, with no charge delivers to Buyer for such assistance, a written notice of dispute specifying in Buyer’s review reasonable detail the items in dispute. After delivery of such calculationa dispute notice, Seller and Buyer shall promptly negotiate in good faith with respect to the subject of the dispute notice. The Closing Date AR Value finally determined under this Section 2.6(b) shall be referred to as the “Final Closing Date AR Value”.
(c) If Buyer and Sellers’ Representative agree on changes Subject to the Initial Adjustment Amount based on such discussionsprovisions of this Section 2.6(c), (i) if the Final Closing Date AR Value is less than the Target AR Floor, then the Closing Date Aggregate Purchase Price shall be paid at reduced, on a dollar-for-dollar basis, by the amount by which the Final Closing based on such changes. If Buyer and Seller do not agree on changes to Date AR Value is less than the Initial Adjustment Target AR Floor (the “Final Reduction Amount”); (ii) if the Final Closing Date AR Value is greater than the Target AR Ceiling, then the Closing Date Aggregate Purchase Price shall be increased, on a dollar-for-dollar basis, by the amount by which the Final Closing Date AR Value is greater than the Target AR Ceiling (the “Final Increase Amount”); and (iii) if the Final Closing Date AR Value is equal to or greater than the Target AR Floor but less than or equal to the Target AR Ceiling, then the Purchase Price shall not be adjusted pursuant to this Section 2.6(c). Notwithstanding the foregoing, for purposes of determining the amount, if any, due from Buyer or Seller as a result of the adjustments set forth in this Section 2.6(c) (the “Net Adjustment Payment”), any Estimated Reduction Amount or Estimated Increase Amount paid at Closing under Section 2.6(a) shall be applied to or offset or netted against, as applicable, the Final Reduction Amount or Final Increase Amount, as appropriate, so that the Net Adjustment Payment shall result in the net aggregate amount of payments or adjustments made pursuant to Section 2.6(a) and Section 2.6(c) reflecting the adjustment, if any, that would be due pursuant to this Section 2.6(c) based on the amounts Final Closing Date AR Value and Buyer or Seller, as applicable, shall pay to the other the Net Adjustment Payment so calculated, as provided in Section 2.6(d). For purposes of clarification, if the Adjustment Statement. In either such case, appropriate adjustments Final Closing Date AR Value is greater than the Target AR Floor but less than the Target AR Ceiling (resulting in there being no adjustment to the Base Purchase Price pursuant to this Section 2.6(c)), but there was an adjustment to the Purchase Price made at Closing pursuant to Section 2.6(a), then the Net Adjustment Payment shall be made after Closing equal to the Estimated Reduction Amount (which shall be returned and paid by Buyer to Seller) or Estimated Increase Amount (which shall be returned and paid by Seller to Buyer), as the case may be, calculated under Section 1.92.6(a).
(d) If the Initial Adjustment Amount shown on the Adjustment Statement is a positive number, then the Base Purchase Price is reduced (or the Net Adjustment Payment is otherwise due from Seller) pursuant to Section 2.6(c), then, within 10 days after determination of the Final Closing Date AR Value, Seller and the Shareholders, jointly and severally, shall be increased pay to Buyer in cash the full amount of the Net Adjustment Payment (or authorize Buyer in writing to offset such amount against the Security Holdback Amount in accordance with Section 6.6). If Seller and the Shareholders fail to pay when due the amount of the Net Reduction Payment, if any, due from them then, in addition to any other rights and remedies available to Buyer (and notwithstanding any failure by Seller and the Shareholders to authorize such amountoffset as provided above), Buyer shall have the right to offset such amounts against the Security Holdback Amount, subject to and in accordance with the terms of Section 6.6. If the Initial Purchase Price is increased (or the Net Adjustment Amount shown on the Adjustment Statement Payment is a negative numberotherwise due from Buyer) pursuant to Section 2.6(c), then Buyer shall pay to Seller, in cash, within 10 days after determination of the Base Final Closing Date AR Value, the full amount of the Net Adjustment Payment. Any reduction or increase in the Purchase Price made pursuant to this Section 2.6 shall be decreased treated by such amount. The Base the Parties as an adjustment to the Purchase Price for income tax purposes. For purposes of clarification, a Final Reduction Amount shall be treated as adjusted by a reduction of the Initial Adjustment Amount (as such may be modified pursuant Purchase Price and a reduction of the portion of the Purchase Price allocated to any comments of Buyer accepted by Seller) is referred to as the “Closing Date Aggregate Purchase PriceAccounts Receivable.”
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Closing Date Adjustment to Purchase Price. (a) At least three, but no more than five, Business Days prior to the expected Closing Date, Sellers’ Representative shall deliver to Buyer a written statement (the “Adjustment Statement”) setting forth Seller’s good faith determination of each adjustment to the Purchase Price required under this Agreement and showing the calculation of such adjustments (the “Initial Adjustment Amount”). Sellers’ Representative shall attach to the Adjustment Statement such supporting documentation and other data as is reasonably necessary to provide a basis for the Initial Adjustment Amount shown in the Adjustment Statement.
(b) If Buyer has any questions or disagreements regarding the Adjustment Statement, then, upon request by Buyer at least two Business Days prior to the Closing Date, Sellers’ Representative and Buyer shall in good faith attempt to resolve any disagreements, and Sellers’ Representative shall afford Buyer the opportunity to examine the Adjustment Statement and such supporting schedules, analyses and workpapers on which the Adjustment Statement is based or from which the Adjustment Statement is derived as are reasonably requested by Buyer. Sellers’ Representative shall give personnel, accountants and representatives of Buyer reasonable access to Sellers’ Representative’s premises and to its books and records for purposes of reviewing Seller’s calculation of the Initial Adjustment Amount and will cause appropriate personnel of Seller to assist Buyer and Buyer’s personnel, accountants and representatives, with no charge to Buyer for such assistance, in Buyer’s review of such calculation.
(c) If Buyer and Sellers’ Representative agree on changes to the Initial Adjustment Amount based on such discussions, then the Closing Date Aggregate Purchase Price shall be paid at Closing based on such changes. If Buyer and Seller do not agree on changes to the Initial Adjustment Amount, then the Closing Date Aggregate Purchase Price shall be paid at Closing based on the amounts provided in the Adjustment Statement. In either such case, appropriate adjustments to the Base Purchase Price shall be made after Closing under Section 1.9.
(d) If the Initial Adjustment Amount shown on the Adjustment Statement is a positive number, then the Base Purchase Price shall be increased by such amount. If the Initial Adjustment Amount shown on the Adjustment Statement is a negative number, then the Base Purchase Price shall be decreased by such amount. The Base Purchase Price as adjusted by the Initial Adjustment Amount (as such may be modified pursuant to any comments of Buyer accepted by Seller) is referred to as the “Closing Date Aggregate Purchase Price.”” Asset Purchase Agreement between Xxxxxxx Resources, Inc. and Xxxxx Xxxxxxxx 3 Proprietary and Confidential Intended for Addressee Only
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