Final Purchase Price Adjustment. Each of the Closing Statement of Net Assets, the Closing Statement of Inventories and the Receivables Reserve shall be deemed final for the purposes of this Section 2.07 upon the earliest of (x) the failure of the Purchaser to notify the Seller of a dispute within 30 Business Days of the Seller’s delivery of the Closing Statement of Net Assets to the Purchaser, (y) the resolution of all disputes, pursuant to Section 2.07(b)(ii), by the Seller’s Accountants and the Purchaser’s Accountants and (z) the resolution of all disputes, pursuant to Section 2.07(b)(ii), relating to the Closing Statement of Net Assets the Closing Statement of Inventories or the Receivables Reserve, as applicable, by the Independent Accounting Firm. Within five Business Days of both the Closing Statement of Net Assets and the Closing Statement of Inventories being deemed final, the Seller’s Accountants shall, with the agreement of the Purchaser’s Accountants, calculate the Final Net Working Capital Balance and the Purchase Price shall be finally adjusted as follows:
(A) In the event that the Final Net Working Capital Balance is less than the Adjusted Target NWCB, then the Purchaser shall deliver written notice to the Escrow Agent and the Seller specifying the amount of such shortfall and the Escrow Agent shall, within three Business Days of its receipt of such notice and in accordance with the terms of the Escrow Agreement, pay to the Purchaser the amount of such shortfall out of the Escrow Fund by wire transfer in immediately available funds. In the event that the Escrow Fund is insufficient to cover the amount of such shortfall, then the Escrow Agent shall distribute the entire Escrow Fund to the Purchaser as provided above and the Seller or Audiovox, on behalf of the Seller, shall pay, on or prior to the same date as the Escrow Agent distributes the Escrow Fund to the Purchaser, an amount to the Purchaser, by wire transfer in immediately available funds, equal to the amount of such deficiency. No failure of the Purchaser to deliver a notice of the type specified in the immediately preceding sentence shall relieve the Seller of the obligation to pay the amount of such deficiency to the Purchaser.
(B) In the event that the Final Net Working Capital Balance exceeds the Adjusted Target NWCB, then the Purchaser shall pay within three Business Days of the Final Net Working Capital Balance being calculated by the Seller’s Accountants, with the agreement of the Purchaser’s Accountants, the ...
Final Purchase Price Adjustment. All indemnification payments under this ARTICLE V shall be deemed adjustments to the Purchase Price.
Final Purchase Price Adjustment. The Purchase Price shall be adjusted following the Closing based on the difference between the Final Closing Date Purchase Price (as determined in accordance with this Section 2.5) and the Estimated Purchase Price, and payment shall be made in respect of any such post-Closing adjustment as set forth in Section 2.5(e).
Final Purchase Price Adjustment. Following the time that the Adjusted Purchase Price are finally determined pursuant to this Section 1.3 (such finally determined amounts, the “Final Purchase Price”), within five (5) Business Days after the Final Purchase Price is determined pursuant to this Section 1.3, Seller shall, pay to Purchaser by wire transfer of immediately available funds to an account designated in writing by Purchaser, an amount equal to the sum of Purchase Price less the Final Purchase Price if the Purchase Price is greater than the Final Purchase Price, and Purchaser shall pay to Seller by wire transfer of immediately available funds to an account designated in writing by Seller, an amount equal to the sum of Final Purchase Price less the Purchase Price if the Final Purchase Price is greater than the Purchase Price. Upon payment of the amounts provided in Section 1.3(c)(ii) in accordance herewith, none of the Parties may make or assert any claim under this Section 1.3. The payment pursuant to this Section 1.3(d) shall be made in Japanese Yen (JPY) using the Telegraphic Transfer Middle Rate (TTM) per The Bank of Tokyo-Mitsubishi UFJ as of the date of such payment.
Final Purchase Price Adjustment. Following the Closing, the parties shall adjust the Purchase Price as follows (the “Final Purchase Price Adjustment”):
(a) Not more than 75 days after the Closing Date, Sellers shall deliver to Buyers the following: (i) balance sheets of Sellers in respect of the Facilities as of the Closing Date (the “Closing Balance Sheets”); (ii) a copy of Sellers’ trial balances in respect of the Facilities as of the Closing Date; and (iii) schedules setting forth in reasonable detail Buyers’ calculation of (A) each of the Purchase Price Adjustments and (B) the Purchase Price (collectively, the “Closing Statement”); and
(b) Sellers covenant and agree that the Closing Balance Sheets shall be prepared in accordance with GAAP, applied on a basis consistent with the Reference Balance Sheets, except as modified in the last sentence of this Section 2.8(b). The Closing Balance Sheets shall set forth the calculation of Net Working Capital as of the Closing Date. For purposes of the Final Purchase Price Adjustment, the Final Net Working Capital shall be determined based on the Closing Balance Sheet, except that (i) Paid Time Off will be adjusted to eliminate any such obligations in respect of Sellers’ employees who are not offered employment or who do not accept offers of employment by Buyers as of the Closing and (ii) the Value of Pharmacy Inventory will reflect the physical inventory conducted pursuant to Section 2.11.
Final Purchase Price Adjustment. The Purchase Price set forth in Paragraph 4 of this Contract is based on a price of $5.00 per Square Foot of land as shown on the ALTA/ACSM Survey described in Section 24(C) and assumes that the Property contains 5.00 usable acres net of street right of way or floodplain. The Final Purchase price at time of Closing shall be based on a price of $5.00 per Square foot times the total square footage of land stated on the Survey referenced in Paragraph 7(a) net of street right of way or floodplain area. The Purchase Price shall be reduced by the total cost estimates obtained by both the Buyer and Seller for the construction of all off lot infrastructure required by the City to allow development of the individual lots. Said estimates shall be mutually acceptable to both the Buyer and Seller on or before March 25, 2002.
Final Purchase Price Adjustment. The final purchase price of the Gold Business shall be payable in cash adjusted by an amount equal to the Final Stockholders Equity minus the Estimated Stockholders Equity (“Adjustment Amount”), which may be positive or negative. If the Adjustment Amount is a positive number, then the Purchase Price shall be increased by the absolute value of the Adjustment Amount, and if the Adjustment Amount is a negative number, then the Purchase Price shall be decreased by the absolute value of the Adjustment Amount.
(i) If the Adjustment Amount is a positive number then, promptly following the Determination Date, and in any event within five (5) Business Days thereafter, the Buyer shall pay to the Seller the Adjustment Amount, as finally determined, plus interest on the Adjustment Amount from the Closing Date to the date of payment at the “Prime Rate” of interest published in the “Money Rates” column of The Wall Street Journal (or the average of such rates if more than one rate is indicated) on the Closing Date.
(ii) If the Adjustment Amount is a negative number then, promptly following the Determination Date, and in any event within five (5) Business Days thereafter, the Seller shall pay to the Buyer an aggregate amount equal to the absolute value of the Adjustment Amount, as finally determined, plus interest on the absolute value of the Adjustment Amount from the Closing Date to the date of payment at the “Prime Rate” of interest published in the “Money Rates” column of The Wall Street Journal (or the average of such rates if more than one rate is indicated) on the Closing Date.
Final Purchase Price Adjustment. All indemnification payments under this Agreement shall be deemed adjustments to the final Purchase Price for all Tax purposes, unless otherwise required by applicable Law.
Final Purchase Price Adjustment. At such time as the Final Working Capital Statement and Final EBU Statement, together with the calculations of the Closing Net Working Capital and Closing EBU Count set forth therein, become final and binding on the parties in accordance with Section 2.9(c), Section 2.9(d) and (if required) Section 2.9(e), the Base Purchase Price shall be finally adjusted as provided in Section 2.6(c) and Section 2.6(d), taking into account any estimated adjustments to the Base Purchase Price made at the Closing pursuant to Section 2.9(a) or Section 2.9(b). If, as a result of such final adjustment, the Buyer is determined to owe any cash amount to the Seller, or the Seller is determined to owe any cash amount to the Buyer, the obligor(s) shall pay such amount to the obligee(s), in immediately available funds, within three Business Days of such determination; provided that any such payment owed by the Seller to the Buyer shall be made, first, by a disbursement from the Adjustment Escrow Account and then, if and to the extent necessary, by payment of immediately available funds by the Seller. If, as a result of such final adjustment, the Deferred Purchase Price is required to be reduced, such reduction shall be deemed effective, automatically and without further action of the parties, immediately upon the effectiveness of such final adjustment. Notwithstanding the foregoing: (i) the Buyer shall pay to the Seller or Seller shall pay to the Buyer, as the case may be, in immediately available funds, the cash amount due such obligee(s) with respect to (A) any item that is a Disputed Item within three Business Days of the date on which a dispute no longer exists with respect thereto and (B) any item that was not disputed in an Objection (and therefore became final and binding on the parties upon the expiration of the 30-day periods described in Sections 2.9(c)(ii) and 2.9(d)(ii)) within three Business Days of the date on which such items became final and binding on the parties in accordance with such Sections, in each of case (A) and (B) above, to an account or accounts specified in writing by the obligee(s); and (ii) if any such Disputed Item or item would require a reduction in the Deferred Purchase Price, such reduction shall be effective immediately, and without further action of the parties, upon the date on which a dispute no longer exists with respect thereto (in the case of any such Disputed Item) or the expiration of the applicable 30 -day period (in the case of such oth...
Final Purchase Price Adjustment. The “First Valuation Difference” referenced in the first sentence of Paragraph 2 shall be deleted and replaced with “[CONFIDENTIAL TREATMENT REQUESTED].”
