Indebtedness Adjustment. No less than three (3) Business Days prior to the Closing Date, Shareholders shall deliver to Buyer a schedule setting forth an estimate of the Company's Indebtedness as of the Closing Date prepared in accordance with GAAP (the "Estimated Indebtedness Schedule"). If the aggregate amount of Indebtedness of the Company as of the Closing Date is greater than Three Hundred Thirty Thousand Dollars ($330,000), the Purchase Price shall be reduced by the amount of such difference (the "Debt Increase Amount"). If the aggregate amount of Indebtedness of the Company as of the Closing Date is less than Three Hundred Thirty Thousand Dollars ($330,000), the Purchase Price shall be increased by the amount of such difference (the "Debt Decrease Amount"). Any such adjustment to the Purchase Price, as determined pursuant to the Estimated Indebtedness Schedule, shall increase or decrease the Cash Payment. Within thirty (30) days after the Closing Date, Shareholders shall deliver to Buyer a schedule which sets forth the Company's actual Indebtedness as of the Closing Date, prepared in accordance with GAAP (the "Final Indebtedness Schedule"). To the extent the aggregate Indebtedness disclosed in the Final Indebtedness Schedule is greater than Three Hundred Thirty Thousand ($330,000), the Shareholders shall pay Buyer the amount of such difference less the Debt Increase Amount, if any, within five (5) Business Days of the delivery of the Final Indebtedness Schedule. To the extent the aggregate Indebtedness disclosed in the Final Indebtedness Schedule is less than Three Hundred Thirty Thousand ($330,000), Buyer shall pay the Shareholders the amount of such difference less the Debt Decrease Amount, if any, within five (5) Business Days of the delivery of the Final Indebtedness Schedule.
Indebtedness Adjustment. The Purchase Price shall be reduced, dollar for dollar, by the outstanding principal amount of any Adjustment Indebtedness on the Closing Date (the “Indebtedness Adjustment”).
Indebtedness Adjustment. An amount in cash equal to the aggregate amount of any Indebtedness of the Company as of immediately prior to the Effective Time, less
Indebtedness Adjustment. On the Closing Date, the Purchase Price ----------------------- shall be decreased, on a dollar-for-dollar basis, by the amount of the Companies' Indebtedness outstanding on the Closing Date.
Indebtedness Adjustment. 9 (c) Net Current Asset Adjustment for NCL Purchase Price................................... 9 (d) Net Current Asset Adjustment for NLEC Purchase Price................................... 12 2.4 Payment Terms for Consideration for Good Accounts Receivable, Good New Inventory and Spare Parts of NLEC............................................. 15 ARTICLE 3
Indebtedness Adjustment. (a) If the aggregate Indebtedness of the Company and its Subsidiaries (other than IWP Systems and the Inactive Subsidiaries) outstanding as of the open of business on the Closing Date (the “Closing Indebtedness”), is greater than $14,411,215 (the “Target Indebtedness”), as set forth in clause (i)(B) of Section 2.3, the Cash Consideration shall be reduced by an amount equal to such difference.
(b) If the Closing Indebtedness is less than the Target Indebtedness, as set forth in clause (i)(C) of Section 2.3, the Cash Consideration shall be increased by an amount equal to such difference.
Indebtedness Adjustment. Within thirty (30) days after the Closing ----------------------- Date, Shareholders shall deliver to Buyer a schedule which sets forth the Company's actual Indebtedness as of the Closing Date, prepared in accordance with GAAP (the "Final Indebtedness Schedule"). To the extent the --------------------------- aggregate Indebtedness disclosed in the Final Indebtedness Schedule is greater than Three Hundred Thirty Thousand ($330,000) (the "Debt Increase ------------- Amount"), the Shareholders shall pay Buyer the amount of the Debt Increase ------ Amount, if any, on or prior to March 10, 2000. To the extent the aggregate Indebtedness disclosed in the Final Indebtedness Schedule is less than Three Hundred Thirty Thousand ($330,000) (the "Debt Decrease Amount"), -------------------- Buyer shall pay the Shareholders the amount of the Debt Decrease Amount, if any, on or prior to March 10, 2000."
(n) Section 2.03(e) is hereby amended to read in its entirety as follows:
Indebtedness Adjustment. (i) The Purchase Price was calculated under the assumption that the Indebtedness of SLG at Closing (“Closing Indebtedness”) would be equal to the Indebtedness of SLG as of July 31, 2024. As of July 31, 2024, the Indebtedness of SLG was $61,243,327 (“Target Indebtedness”).
(ii) A sample calculation of Closing Indebtedness, as if the Closing were September 30, 2024, is attached as Exhibit B.
(iii) Within ninety (90) days after the Effective Date, Xxxxx will prepare and deliver to Co-op a statement setting forth its calculation of Closing Indebtedness. If Co-op disputes this statement, the Parties will follow the procedure in Section 2.03(e) mutatis mutandis.
(iv) The post-closing adjustment under this Section 2.03 will be either (1) a payment from Co-op to Buyer in an amount, if any, by which the Closing Indebtedness is greater than the Target Indebtedness or (2) a payment from Buyer to Co-op in the amount, if any, by which the Closing Indebtedness is less than the Target Indebtedness (the “Indebtedness Post-Closing Adjustment”).
Indebtedness Adjustment. The Merger Consideration shall be further decreased by the aggregate amount of the Company's outstanding long-term indebtedness as of the Closing Date (but without regard for any liabilities arising on the Closing Date but after the Effective Time), accrued interest, fees and expenses thereon as of the Closing Date, and the amount of any prepayment penalty or premium payable with respect to such debt if it were repaid in full as of the Effective Time (the "Indebtedness"). The Parent shall pay at Closing an amount of cash equal to the Indebtedness (which is then being deducted from the Merger Consideration pursuant to this Section 3.3(b)) to the Company's lenders in satisfaction of such Indebtedness.
Indebtedness Adjustment. After the final determination of the Actual Indebtedness in accordance with this Section 2.4, the Closing Consideration shall be adjusted as follows:
(i) If the Actual Indebtedness is greater than the Estimated Indebtedness reflected on the Estimated Closing Balance Sheet (the amount of such shortfall being referred to herein as the “Additional Indebtedness”), then, within five (5) Business Days following the Final Determination Date, the Closing Consideration shall be decreased dollar-for-dollar by the amount of the Additional Indebtedness and the Stockholders’ Representative shall pay, or cause to be paid, to the Buyer an aggregate amount equal to (A) the Additional Indebtedness, minus (B) any payments of Undisputed Indebtedness and interest accrued thereon, if any, made by the Stockholders’ Representative pursuant to Section 2.4(c), plus (C) any payments of Undisputed Indebtedness and interest accrued thereon, if any, made by the Buyer pursuant to Section 2.4(c). Any amount payable by the Stockholders’ Representative pursuant to this Section 2.4(e) shall first be paid out of the Working Capital Escrow Amount in accordance with the terms of the Escrow Agreement.
