Initial Adjustment at Closing. At least five (5) days before the Closing Date, Seller shall provide to Buyer a statement (the “Closing Statement”) showing its computations of the amount of the adjustments to the Base Purchase Price provided for in subsection (a) above based on information in Seller’s possession at that time (which shall consist of actual receipts and disbursements to the extent available and estimates of remaining amounts, it being understood that such adjustments are to consider the full period up to Closing and it will be necessary to use estimates for some periods and/or amounts), and for any Asserted Defects or asserted Title Benefits as contemplated by Section 6. If the amount of adjustments so determined which would result in a credit to Buyer exceed the amount of adjustments so determined which would result in a credit to Seller, Buyer shall receive a credit at Closing for the net amount of such excess, and if the converse is true, then the amount to be paid by Buyer to Seller at Closing shall be increased by the net amount of such excess. Buyer and Seller shall attempt to agree in good faith upon such adjustments prior to Closing, provided that, if agreement is not reached, the average of the net adjustment resulting from Buyer’s computation and the net adjustment resulting from Seller’s computation shall be used at Closing (subject to further adjustment under subsection (c) and (d) below.
Initial Adjustment at Closing. At least three (3) days before the Closing Date, Seller shall provide to Buyer a statement showing its computations of the amount of the adjustments provided for in Section 11.1 above based on amounts which prior to such time have actually been paid or received by Seller. Buyer and Seller shall attempt to agree upon such adjustments prior to Closing, provided that if agreement is not reached, Seller’s computation shall be used at Closing, subject to further adjustment under Section 11.3 below. If the amount of adjustments so determined which would result in a credit to Buyer exceed the amount of adjustments so determined which would result in a credit to Seller, Buyer shall receive a credit at Closing for the amount of such excess, and if the converse is true, then the amount to be paid by Buyer to Seller at Closing shall be increased by the amount of such excess.
Initial Adjustment at Closing. At least 5 days before the Closing Date, Seller shall provide to Buyer a statement showing its computations of the amount of the adjustments provided for in subsection (a) above based on amounts which prior to such time have actually been paid or received by Seller. Buyer and Seller shall attempt to agree upon such adjustments prior to Closing, provided that if agreement is not reached, Seller's computation shall be used at Closing, subject to further adjustment under subsection (c) below. If the amount of adjustments so determined which would result in a credit to Buyer exceed the amount of adjustments so determined which would result in a credit to Seller, Buyer shall, as provided in Section 11 above, receive a credit at Closing for the amount of such excess, and if the converse is true, then, as provided in Section 11 above, the amount to be paid by Buyer to Seller at Closing shall be increased by the amount of such excess.
Initial Adjustment at Closing. At least five (5) days before the Closing Date, Seller shall provide to Buyer a statement showing its computations of the amount of the adjustments provided for in Section 12.1 above based on amounts which prior to such time have actually been paid or received by Seller. Buyer and Seller shall attempt to agree upon such adjustments prior to Closing, provided that if agreement is not reached, Seller’s computation shall be used at Closing, subject to further adjustment under Section 12.3
Initial Adjustment at Closing. At least five (5) days before the Closing Date, the Company shall provide to Buyer (i) the Company’s good faith estimated balance sheet of the Company as of the Closing Date (the “Estimated Closing Date Balance Sheet”); (ii) the Company’s good faith estimate of the Net Working Capital of the Company as of the Closing Date (the “Estimated Net Working Capital”), (iii) the Company’s good faith estimate of the Target Companies’ Capital Expenditures as of the Closing Date (the “Estimated Reimbursable Capital Expenditures”) and (iv) the Company’s good faith estimate of the Merger Consideration Adjustment Amount (the “Estimated Merger Consideration Adjustment Amount”). The Estimated Closing Date Balance Sheet, the Estimated Net Working Capital, the Estimated Reimbursable Capital Expenditures and the Estimated Merger Consideration Adjustment Amount (collectively, the “Estimated Closing Items”) shall be prepared on a basis consistent with the definitions of Current Assets and Current Liabilities and the methodology set forth on or used in the preparation of the Net Working Capital illustration attached as Exhibit 1.1(a). The Company shall furnish to Buyer, together with such computations, copies of back-up and other supporting information that reasonably supports such computations. If Buyer, in good faith, objects to any portion of the Estimated Closing Items, it will notify the Company in writing (setting forth, in reasonable detail, the reasons for such objections and, to the extent reasonably determinable by Buyer, Buyer’s computation of the adjustments to the Estimated Merger Consideration Adjustment Amount) within three (3) days of receipt of the Estimated Closing Items and the Company and Buyer will endeavor in good faith to resolve any disputed matters prior to the Closing Date. If the Company and Buyer resolve all disputed matters prior to the Closing Date, the Estimated Merger Consideration Adjustment Amount used for purposes of calculating the Closing Payment will be that mutually agreed upon amount. If the Company and Buyer are unable to so resolve all disputed matters prior to Closing, the Estimated Merger Consideration Adjustment Amount used for purposes of calculating the Closing Payment will be based on the Estimated Closing Items originally delivered by the Company as modified by any changes proposed by Buyer and agreed upon by the Company and any further adjustments and the resolution of such disputed amounts will be made only in accordance with Se...
Initial Adjustment at Closing. At least five (5) Business Days before the Closing Date, Sellers shall provide to Buyer a statement showing their computations, calculated in good faith, of the amount of the adjustments provided for in Section 7.12 above. Buyer and Sellers shall attempt to agree upon such adjustments prior to Closing; provided that if agreement is not reached, Buyer’s computation shall be used at Closing, subject to further adjustment under Section 7.14 below. If the amount of adjustments so determined which would result in a credit to Buyer exceeding the amount of adjustments so determined which would result in a credit to Sellers, Buyer shall receive a Base Purchase Price reduction at Closing for the amount of such excess, and if the converse is true, then the amount to be paid by Buyer to Sellers at Closing shall be increased by the amount of such excess.
Initial Adjustment at Closing. At least 5 days before the Closing ----------------------------- Date, Seller shall provide to Buyer a statement showing its computations of the amount of the adjustments provided for in subsection (a) above based on amounts which prior to such time have actually been paid or received by Seller. Such statement shall also reflect any other adjustments provided for under this Agreement. Buyer and Seller shall attempt to agree upon such adjustments prior to Closing, provided that if agreement is not reached, Seller's computation shall be used at Closing, subject to further adjustment under subsections (c) and (d) below. If the amount of adjustments so determined which would result in a credit to Buyer exceed the amount of adjustments so determined which would result in a credit to Seller, Buyer shall, as provided in Section 11 above, receive a credit at Closing for the amount of such excess, and, if the converse is true, then, as provided in Section 11 above, the amount to be paid by Buyer to Seller at Closing shall be increased by the amount of such excess.
Initial Adjustment at Closing. Eureka shall provide to Participant a statement (the “Initial Settlement Statement”) showing its computations of the amount of the adjustments provided for in Section 7.1 based on amounts which prior to such time have actually been paid or received by Eureka. If the amount of adjustments so determined which would result in a credit to Participant exceed the amount of adjustments so determined which would result in a credit to Eureka, the Carry Amount shall be reduced by the amount of such excess, and if the converse is true, then, the Carry Amount shall be increased by the amount of such excess.
Initial Adjustment at Closing. At least five (5) days before the Closing Date, Seller shall provide to Buyer a statement (the “Initial Settlement Statement”) in the form attached hereto as Exhibit 12.3 showing Seller’s computations of the amount of the adjustments provided for (a) in Section 12.1 and (b) in Article VIII and Article XIV, if any. Buyer and Seller shall attempt to agree upon such adjustments prior to Closing, provided that if agreement is not reached, Seller’s computation shall be used at Closing, subject to further adjustment under Section 12.3 below. Without duplication of the Base Purchase Price adjustments contemplated by Section 12.1, if the amount of adjustments so determined which would result in a credit to Buyer exceed the amount of adjustments so determined which would result in a credit to Seller, Buyer shall receive a credit at Closing for the amount of such excess, and if the converse is true, then the amount to be paid by Buyer to Seller at Closing shall be increased by the amount of such excess.
Initial Adjustment at Closing. At least five (5) days before the Closing Date, Seller shall provide to Buyer a statement showing its computations of the amount of the adjustments provided for (a) in Section 11.1 above using the best information available to Seller at the time, which (i) for known amounts, shall be based on amounts which prior to such time have actually been paid or received by Seller and (ii) for unknown amounts, shall be based on Seller’s reasonable good faith estimates, and (b) in Section 11.5, if any. Buyer and Seller shall use their commercially reasonable efforts to agree upon such adjustments prior to Closing, provided that if agreement is not reached, Seller’s computation shall be used at Closing, subject to further adjustment under Section 11.3 below.
