Initial Purchase Price Adjustment. The Purchase Price shall be adjusted on or prior to the Closing Date as follows:
(a) Sellers shall prepare and deliver to Buyers not less than five (5) Business Days prior to the Closing Date, (i) Sellers’ most recent month-end balance sheets in respect of the Facilities (which balance sheets shall be prepared in accordance with GAAP applied on a basis consistent with the Reference Balance Sheets) (the “Interim Balance Sheets”); (ii) a copy of Sellers’ trial balances in respect of the Facilities as of the date of the Interim Balance Sheets; and (iii) schedules setting forth in reasonable detail Sellers’ calculation of (A) each of the Initial Purchase Price Adjustments determined as of the date of the Interim Balance Sheets and (B) the Initial Purchase Price (collectively, the “Initial Closing Statement”).
(b) Sellers shall (i) consult with Buyers and its representatives with respect to the Initial Closing Statement and (ii) permit Buyers and their representatives to review Sellers’ work papers relating thereto. Buyers may object to any of the information contained in the Initial Closing Statement that could affect the Initial Purchase Price by delivering written notice of such objections to Sellers not less than two (2) Business Days after receipt of the Initial Closing Statement. If Buyers timely raise any such objections prior to the Closing, Buyers and Sellers will attempt to resolve such objections in good faith prior to the Closing Date; provided, however, that to the extent Buyers and Sellers are unable to resolve such issues prior to the Closing, then, for purposes of determining the Initial Purchase Price, the parties will use Sellers’ proposed calculations of such amounts as reflected in the Initial Closing Statement.
Initial Purchase Price Adjustment. The Purchase Price on the Closing Date shall be increased or decreased by an amount equal to the "Initial Purchase Price Adjustment". The Initial Purchase Price Adjustment shall be an amount equal to the Value of Supplies (as defined in Section 2.6.1) plus the Value of Prepaid Expenses (as defined in Section 2.6.2) minus the Estimated Value of Accrued PTO (as defined in Section 2.6.3), and increased or decreased, as applicable, by the Prorations (as defined in Section 2.6.4).
Initial Purchase Price Adjustment. 2.2.1 At least fifteen (15) Business Days prior to the Closing Date, the Company shall prepare and deliver to Buyer an estimated closing statement (the "Estimated Closing Statement") that shall set forth the Sellers' best estimate of the Adjustment Amount (the "Estimated Adjustment Amount"), if any, including a calculation of such Estimated Adjustment Amount in reasonable detail.
2.2.2 Within ninety (90) days following the Closing Date, the Sellers shall direct the Company in the preparation and delivery to Buyer of a final closing statement (the "Closing Statement") that shall include the Closing Balance Sheet and set forth the amount of the
Initial Purchase Price Adjustment. 8 Payment of Initial Adjusted Purchase Price and Escrow Amount ..................9
Initial Purchase Price Adjustment. As soon as practicable, but in no event later than two (2) Business Days before the Closing Date, the Company shall prepare and deliver
Initial Purchase Price Adjustment. The Purchase Price on the Closing Date shall be decreased by an amount equal to the “Initial Purchase Price Adjustment”. The Initial Purchase Price Adjustment shall be an amount equal to the Estimated Value of Accrued but Unused Paid Time Off for each Agency. “Estimated Value of Accrued but Unused Paid Time Off” shall mean the estimated liabilities of Seller with respect to the employees of Seller that are employed in the operation of Seller’s Business and to whom offers of employment are made by Purchaser, as provided herein. Prior to the Closing, Seller shall deliver to Purchaser a schedule of the Estimated Value of Accrued but Unused Paid Time Off, as of the day before the Closing Date.
Initial Purchase Price Adjustment. (a) The parties hereby acknowledge and agree that, no later than three (3) Business Days prior to the Closing, duly authorized representatives of the Seller and Buyer shall jointly conduct and complete a physical count of the Inventory.
(b) By no later than 5:00 p.m., Eastern Time, on the second (2nd) Business Day prior to the Closing Date, the Seller shall prepare and deliver to the Buyer an unaudited pro forma statement of the Inventory as of the Closing Date ("Estimated Closing Inventory Value"), prepared in a manner consistent with the methods employed by the Seller in the preparation of the Initial Inventory Value as set forth on Schedule 2.6("Initial Closing Statement").
(c) At Closing, the Purchase Price will be increased or decreased (as the case may be) on a preliminary basis (the "Initial Purchase Price Adjustment") as follows:
(i) if the Estimated Closing Inventory Value reflected on the Initial Closing Statement is greater than the Initial Inventory Value, then the Purchase Price paid at the Closing shall be increased on a dollar for dollar basis by an amount equal to such excess and paid to the Seller; or
(ii) if the Estimated Closing Inventory Value reflected on the Initial Closing Statement is less than the Initial Inventory Value, then the Purchase Price paid at the Closing shall be decreased on a dollar for dollar basis by an amount equal to such deficiency.
Initial Purchase Price Adjustment. 2 3.4. Escrow.................................................................................4 3.5.
Initial Purchase Price Adjustment. (a) The Initial Purchase Price shall be adjusted in each of the following instances, as determined at Closing on an estimated basis based on the Estimated Closing Financial Statements (as defined in Section 3.3(b) below) in accordance with subsection (b) of this Section 3.3, by the amounts determined as follows:
(i) In the event that the amount of the Closing Date Cash (as defined below) exceeds the amount of the Closing Date Liabilities (as defined below), the Initial Purchase Price shall be increased by an amount equal to such excess; or
(ii) In the event that the amount of the Closing Date Liabilities exceed the amount of the Closing Date Cash, the Initial Purchase Price shall be decreased by an amount equal to such excess.
Initial Purchase Price Adjustment. (a) No later than two days prior to the Closing Date, Holdings shall in good faith prepare, based on the books and records of the Company and the Included Subsidiaries and other information then available, (i) Holdings' best estimate of (A) the Closing Working Capital Amount (the "Estimated Closing Working Capital Amount") and (B) the Closing Long Term Debt (the "Estimated Closing Long Term Debt") and (ii) Holdings' basis for such estimate.
(b) The Purchase Price payable pursuant to Section 2.01 shall be (A) decreased by the amount equal to the Estimated Closing Long Term Debt and (B) increased by the amount by which the Estimated Working Capital Amount exceeds the Base Working Capital Amount or decreased by the amount by which the Base Working Capital Amount exceeds the Estimated Working Capital Amount (such adjustment, the "Initial Purchase Price Adjustment").
