Closing Exchange Consideration Clause Samples
Closing Exchange Consideration. The Closing Exchange Consideration shall be equal to the amount of revenue recognized by the Company, less allowances for doubtful accounts and sales returns, as determined in accordance with GAAP (as defined below) with respect to the period from January 1, 1997 through December 31, 1997, reduced by: (i) Long-Term Debt (as defined below) of the Company at the Closing Date; amounts owed by the Company under that certain promissory note payable to Bruc▇ ▇. ▇▇▇▇▇ ▇▇ the original principal amount of $550,000; (iii) federal, state or local income taxes payable by the Company with respect to all periods prior to the Closing not included in Long-Term Debt; and (iv) the amount of any reduction in the Company's Net Working Capital (as defined below) from July 31, 1997 to the Closing Balance Sheet Date; but increased by the amount by which cash on hand in the Company as of the Closing Balance Sheet Date is in excess of $500,000, (such amount to include as cash the amount of any loans payable to the Company by Parent) but not greater than the amount that Net Working Capital as of the Closing Balance Sheet Date is in excess of Net Working Capital as of July 31, 1997.
Closing Exchange Consideration. The Parent shall deliver the Closing Exchange Consideration to the Shareholders. The consummation of the Closing shall not be deemed to be a waiver by the Shareholders of any of their rights or remedies hereunder for breach of any warranty, covenant or agreement herein by the Parent irrespective of any knowledge of or investigation with respect thereto made by or on behalf of any Shareholder; provided, however, that if the Parent shall disclose in writing to the Shareholders prior to the Closing a specified breach of a specifically identified representation, warranty, covenant or agreement of the Parent contained herein by the Parent, and requests a waiver thereof by the Shareholders, and the Shareholders shall waive any such specifically identified breach in writing prior to the Closing, the Shareholders shall be deemed to have waived their rights and remedies hereunder for, and the Parent shall have no liability or obligation to the Shareholders with respect to, any such specifically identified breach, to the extent so identified by the Parent and waived the Shareholders.