Consideration Adjustments. To the extent permitted by Law, any amounts payable under Section 9.2 or Section 9.3 shall be treated by Purchaser and Seller as an adjustment to the Final Consideration for Tax purposes.
Consideration Adjustments. (a) Pursuant to Section 6.11, the Company shall deliver the Company Closing Financial Certificate to Acquirer not later than five (5) Business Days prior to the Closing Date. If Acquirer disagrees with any information included in the Company Closing Financial Certificate, then Acquirer, Seller and the Company will discuss in good faith any revisions that are necessary to resolve such disagreement, provided that if the parties do not reach agreement on such revisions, then the Closing shall be effected based on the Company Closing Financial Certificate delivered by the Company to Acquirer.
(b) Within one hundred twenty (120) days after the Closing, Acquirer shall deliver to Seller a certificate signed by an officer of Acquirer (the "Acquirer Financial Notice") setting forth Acquirer's calculation of the Company Closing Financial Amounts as of the Effective Time, together with reasonable supporting documentation, information and calculations. The Acquirer Financial Notice shall be prepared (i) in accordance with the Accounting Principles and Methodologies, (ii) without taking into account any purchase accounting or other adjustment arising out of the consummation of the Transactions and (iii) without taking into account the effect of any act or decision of Acquirer or any Affiliate of Acquirer (including the Company) occurring on or after the Effective Closing Time except those occurring on the Closing Date that are in the usual, regular and ordinary course of the Company's business as conducted prior to the Closing. The respective amounts included in the Company Net Working Capital for accruals or reserves (in the form of an accrued liability or an offset to an asset or similar item) relating to any of the current assets or current liabilities forming a part thereof, the amount of which was determined for the Company Balance Sheet by subjective estimates, shall not be greater than the respective amounts (including the absence of a reserve or zero) included in respect of such items on the Company Balance Sheet, except to the extent consistent with the Accounting Principles and Methodologies (i) based on additional facts and circumstances actually becoming known to Acquirer, or new events occurring, after the Company Balance Sheet Date or (ii) to correct inaccuracies in such accruals or reserves that are based on incorrect facts at the time of their inclusion in the Company Net Working Capital.
(c) Seller may object to the calculations of the Company Closing...
Consideration Adjustments. MCC shall use reasonable efforts to cause SIC to agree to amend the payment mechanics in the MDLY Merger Agreement and MCC Merger Agreement contemplated above to provide that if the transaction contemplated by the MCC Merger Agreement closes on its revised terms, the Settlement Amount (defined below) will be paid to an escrow account which shall be distributed to eligible members of the Class (defined below) in accordance with the Settlement Stipulation described below. Defendants shall agree to such adjustments to the payment mechanics, but shall not be obligated to agree to any other adjustments or payments.
Consideration Adjustments. (a) [Intentionally omitted]
Consideration Adjustments. All amounts paid with respect to the indemnity claims under this Agreement shall be treated by the Parties hereto for all Tax purposes as a consideration adjustment, unless such payments are required to be treated differently by applicable laws, rules or regulations.
Consideration Adjustments. (a) The Company shall deliver to Buyer (a) a draft statement setting forth in reasonable detail and accompanied by reasonably detailed back-up documentation the calculation of (i) the Company Net Working Capital and the Net Working Capital Shortfall or the Net Working Capital Surplus, as applicable, (ii) the Closing Indebtedness, (iii) the Closing Cash, and (iv) the unpaid Transaction Expenses, each as of the Closing Date in a form reasonably satisfactory to Buyer not less than five Business Days prior to the Closing Date, and (b) shall deliver to Buyer a final certificate setting forth the calculation of (i) the Company Net Working Capital and the Net Working Capital Shortfall or the Net Working Capital Surplus, as applicable, (ii) the Closing Indebtedness, (iii) the Closing Cash, (iv) the unpaid Transaction Expenses each as of the Closing Date, and (v) the resulting calculation of the Total Consideration, in reasonable detail and accompanied by reasonably detailed back-up documentation, in a form reasonably satisfactory to Buyer not less than three Business Days prior to the Closing Date, which certificate shall be certified as true, correct and complete as of the Closing Date by the Company’s Chief Executive Officer in his capacity as such (the “Company Net Working Capital Certificate”). For the avoidance of doubt, the Company Net Working Capital is to be calculated in the same way, using the same methodologies and accounting practices and principles applied on a consistent basis (including with respect to determining estimates and allowances) as the line items comprising the Company Net Working Capital as set forth on Schedule 8.14 in each case, consistent with Company’s past practices and using the policies, principles, conventions, methodologies and procedures used by the Company in the Financial Statements.
(b) No later than the [***] calendar day following the Closing Date, Buyer shall deliver to the Representative a statement (the “Final Net Working Capital Certificate”), certified as true and correct as of such date by an authorized representative of Buyer, setting forth in reasonable detail, using the same methodologies and accounting practices and principles applied on a consistent basis by the Company prior to Closing (including with respect to determining estimates and allowances) as the line items comprising the Company Net Working Capital as set forth in the definition of Company Net Working Capital, Buyer’s good faith calculation of (i) t...
Consideration Adjustments. In the event that the auditors of the ------------------------- Company determine after the Closing Date that an adjustment to the amount of Consideration paid by The Park Trust to the Seller pursuant to Section 1.3(b) is required, based on the auditors' calculation of Net Book Value and Net Profit, then if such adjustment shall result in an increase in the Consideration, The Park Trust shall pay such amount to the Seller by electronic funds transfer and if such adjustment shall result in a decrease in the Consideration, the Seller shall pay such amount to The Park Trust, in each case promptly after the auditors make their determination. The auditors' determination as to the Net Book Value and Net Profit shall be conclusive, provided, however, that each of the parties shall have the right to review and comment on the auditors' determination. If a Park Trust Adjustment Event (as defined below) shall occur prior to the third (3/rd/) anniversary of the Closing Date, then within thirty (30) days following the closing of such Park Trust Adjustment Event, The Park Trust shall pay the Seller, by electronic funds transfer pursuant to such instructions as the Seller shall have provided to The Park Trust, an amount equal to the Applicable Percentage of the amount equal to (i) two million four hundred forty-eight thousand four hundred sixty-five (2,448,465), multiplied by (ii) the Premium Per Share with respect to such Park Trust Adjustment Event.
Consideration Adjustments. 6 2.1 Post-Closing Adjustments to Merger Consideration. . . . . . . . . . . . . . . . . . . . . . . . . . . 6 (a) Determination of Earn-Out . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 (b) Certain Definitions Related to the Earn-Out . . . . . . . . . . . . . . . . . . . . . . . . . 6 (c) Review of Earn-Out Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 2.2 Payment of Earn-Out. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 2.3 Protection of Tax-Free Reorganization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 ARTICLE 3
Consideration Adjustments. (a) The Closing Payment shall be reduced by the parties' good faith estimate of the amount by which Current Liabilities exceed Current Assets, or increased by the amount that Current Assets exceed Current Liabilities (the "CLOSING ADJUSTMENT").
(b) Promptly after the Closing, Seller shall prepare a balance sheet of Seller as of the Closing Date. Such balance sheet is hereinafter called the "CLOSING DATE BALANCE Sheet" and shall be prepared on a basis consistent with the "Pro Forma Balance Sheet attached hereto as Exhibit 2.4
Consideration Adjustments. The aggregate purchase price for the BCS Shares shall be $11,000,000 (the “Purchase Price”), subject to adjustment pursuant to Section 1.3 hereof. The Purchase Price shall be payable in the form of a promissory note (the “Note”) in substantially the form attached hereto as Exhibit B.
