Initial Adjustment at Closing Sample Clauses

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 five (5) days before the Closing Date, Sellers shall provide to Buyer a statement showing their 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 Sellers and the allocation of such amounts to each Seller. Buyer and Sellers shall attempt to agree upon such adjustments prior to Closing, provided that if agreement is not reached, Sellers’ 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 a 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 Sellers 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) 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. Additionally, adjustment shall be made to reflect Sellers' bearing one-half (1/2) of the costs of the escrow account. 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 exceeds the amount of adjustments so determined which would result in a credit to Seller, Buyer shall, as provided in Section 6.0 above, receive a credit at Closing for the amount of such excess, and if the converse is true, then, as provided in Section 6.0 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 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. At least five (5) days before the Closing Date, Seller shall provide to Buyer (i) Seller’s good faith estimated balance sheets of the Companies as of 11:59 p.m. local time on the day immediately preceding the Purchase Price Adjustment Date (the “Estimated Purchase Price Adjustment Date Balance Sheet”);

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, the Company shall provide to Buyer (i) the Company’ s good faith