Common use of Estimated Adjustment Statement Clause in Contracts

Estimated Adjustment Statement. To facilitate the determination of the Purchase Price payable at the Closing pursuant to Sections 1.6(a) and 1.6(b) above, prior to the Closing, Buyer and Sellers shall prepare a statement to be attached hereto as Schedule 1.6(c) (the "Estimated Adjustment Statement") which sets forth (x) the estimated amount of the Net Working Capital as of the Closing Date (the "Estimated Net Working Capital") and (y) the estimated Revenues Adjustment Amount (the "Estimated Revenues Adjustment Amount"). The Purchase Price payable at the Closing Date shall be decreased on a dollar-for-dollar basis by the amount of the Estimated Revenues Adjustment Amount. The Purchase Price payable at Closing shall be further reduced on a dollar-for-dollar basis by the amount of the Estimated Net Working Capital if such number is negative. The Purchase Price payable at Closing shall be increased on a dollar-for-dollar basis by the amount of the Estimated Net Working Capital if such number is positive. The net adjustment to the Purchase Price calculated under this subsection (c) shall be referred to as the "Estimated Adjustment."

Appears in 1 contract

Samples: Asset Purchase Agreement (Duro Communications Corp)

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Estimated Adjustment Statement. To facilitate the determination of the Purchase Price payable at the Closing pursuant to Sections 1.6(a) and 1.6(b) above, prior Prior to the Closing, Buyer and Sellers Seller shall prepare a statement to be attached hereto as Schedule 1.6(c) (the "Estimated Adjustment Statement") which sets forth (x) the estimated amount of the Net Working Capital as of the Closing Date (the "Estimated Net Working Capital") and (y) the an estimated Revenues Adjustment Amount (the "Estimated Revenues Adjustment Amount"). The Purchase Price payable at the Closing Date shall be decreased on a dollar-for-dollar basis by the amount of the Estimated Revenues Adjustment Amount. The Purchase Price payable at Closing shall be further reduced on a dollar-for-dollar basis by the amount of the Estimated Net Working Capital if such number is negative. The Purchase Price payable at Closing shall be increased on a dollar-for-dollar basis by the amount of the Estimated Net Working Capital if such number is positive. The net adjustment to the Purchase Price calculated under this subsection (c) shall be referred to as the "Estimated Adjustment."

Appears in 1 contract

Samples: Asset Purchase Agreement (Duro Communications Corp)

Estimated Adjustment Statement. To facilitate the determination of the Purchase Price payable at the Closing pursuant to Sections 1.6(a) and 1.6(b) above, prior Prior to the Closing, Buyer and Sellers Seller shall prepare a statement to be attached hereto as Schedule 1.6(c) (the "Estimated Adjustment Statement") which sets forth (x) the estimated amount of the Net Working Capital as of the Closing Date (the "Estimated Net Working Capital") and (y) the estimated Revenues Adjustment Amount (the "Estimated Revenues Adjustment Amount"). The Purchase Price payable at the Closing Date shall be decreased on a dollar-for-dollar basis by the amount of the Estimated Revenues Adjustment Amount. The Purchase Price payable at Closing shall be further reduced on a dollar-for-dollar basis by the amount of the Estimated Net Working Capital if such number is negative. The Purchase Price payable at Closing shall be increased on a dollar-for-dollar basis by the amount of the Estimated Net Working Capital if such number is positive. The net adjustment to the Purchase Price calculated under this subsection (c) shall be referred to as the "Estimated Adjustment."

Appears in 1 contract

Samples: Asset Purchase Agreement (Duro Communications Corp)

Estimated Adjustment Statement. To facilitate the determination of the Purchase Price payable at the Closing pursuant to Sections 1.6(a) and 1.6(b) above, prior Prior to the Closing, Buyer and Sellers Seller shall prepare a statement to be attached hereto as Schedule 1.6(c) (the "Estimated Adjustment Statement") which sets forth (x) the estimated amount of the Net Working Capital as of the Closing Date (the "Estimated Net Working Capital") and (y) the estimated Revenues Adjustment Amount (the "Estimated Revenues Adjustment Amount"). The Estimated Adjustment Statement shall constitute a representation by Seller and the Principals as to the same being materially true and correct as to the amounts set forth therein. The Purchase Price payable at the Closing Date shall be decreased on a dollar-for-dollar basis by the amount of the Estimated Revenues Adjustment Amount. The Purchase Price payable at Closing shall be further reduced on a dollar-for-dollar basis by the amount of the Estimated Net Working Capital if such number is negative. The Purchase Price payable at Closing shall be increased on a dollar-for-dollar basis by the amount of the Estimated Net Working Capital if such number is positive. The net adjustment to the Purchase Price calculated under this subsection (c) shall be referred to as the "Estimated Adjustment."

Appears in 1 contract

Samples: Asset Purchase Agreement (Duro Communications Corp)

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Estimated Adjustment Statement. To facilitate the determination of the Purchase Price payable at the Closing pursuant to Sections 1.6(a) and 1.6(b) above, prior Prior to the Closing, Buyer and Sellers Seller shall prepare a statement to be attached hereto as Schedule 1.6(c) (the "Estimated Adjustment Statement") which sets forth (x) the estimated amount of the Net Working Capital of the Business as of the Closing Date (the "Estimated Net Working Capital") and (y) the estimated Estimated Revenues Adjustment Amount (the "Estimated Revenues Adjustment Amount"). The Purchase Price payable at the Closing Date shall be decreased on a dollar-for-dollar basis by the amount of the Estimated Revenues Adjustment Amount. The Purchase Price payable at Closing shall be further reduced on a dollar-for-dollar basis by the amount of the Estimated Net Working Capital if such number is negative. The Purchase Price payable at Closing shall be increased on a dollar-dollar- for-dollar basis by the amount of the Estimated Net Working Capital if such number is positive. The net adjustment to the Purchase Price calculated under this subsection (c) shall be referred to as the "Estimated Adjustment."

Appears in 1 contract

Samples: Asset Purchase Agreement (Duro Communications Corp)

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