Initial Purchase Price Adjustment. The Purchase Price shall be adjusted on or prior to the Closing Date as follows:
Initial Purchase Price Adjustment. (i) Within ten (10) calendar days following the Closing Date, Purchaser shall prepare and deliver to Sellers' Representative a statement specifying the amount of Working Capital as of the close of business on the Closing Date (the "Interim Working Capital Statement"), which statement shall be prepared in good faith, in accordance with the accounting principles utilized in the preparation of the Reference Balance Sheet and without giving effect to any audit adjustments or procedures Purchaser might have or may then be implementing to verify or test Working Capital, such as counting of Inventory.
Initial Purchase Price Adjustment. (a) No later than two (2) calendar days prior to the Closing Date, the Sellers shall deliver to Purchaser the unaudited consolidated balance sheet of the Sellers as of November 30, 2010, the “Previous Month’s Balance Sheet”), together with a statement based on the Previous Month’s Balance Sheet setting forth the Sellers’ calculation of Net Working Capital as of the date of the Previous Month’s Balance Sheet; provided, that the Sellers’ calculation of Net Working Capital shall be prepared in a manner consistent with the preparation of the Sellers’ calculation of Net Working Capital as of September 30, 2010, as set forth in Section 2.10(a) to the Sellers’ Disclosure Schedule. Purchaser shall as promptly as practicable review such statement of Net Working Capital, and the Parties promptly shall discuss in good faith all comments and questions Purchaser may have with respect to such statement of Net Working Capital.
Initial Purchase Price Adjustment. (a) No later than 10 days prior to the Closing Date, the Sellers shall deliver to Buyer the unaudited combined balance sheet of the Companies and the Subsidiaries as of the end of (i) the month immediately preceding the month in which the Closing is to occur if the Closing is to occur within the second half of the month in which it occurs and (ii) the month prior to the month immediately preceding the month in which the Closing is to occur if the Closing is to occur within the first half of the month in which it occurs (the “Previous Month’s Balance Sheet”), together with a statement based on the Previous Month’s Balance Sheet setting forth the Sellers’ calculation of Working Capital as of the date of the Previous Month’s Balance Sheet. Buyer shall promptly review such statement of Working Capital, and the parties agree to discuss in good faith any comments or questions that Buyer may have with respect to such statement. The Sellers shall consider in their good faith
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.
Initial Purchase Price Adjustment. (a) On a date which is no more than ten (10) days prior to the expected Closing Date, the parties shall confer in good faith to determine the Estimated Net Worth. In making such determination, the parties shall use the most recent available month-end balance sheet of the Business as one reference point, but shall also consider the results of the pre-Closing asset verification described in Section 4.02(e), if any, and such other data and information as they shall reasonably deem to be relevant and reliable. The parties agree to use their reasonable best efforts to identify and deal with all items of adjustment in connection with the determination of the Estimated Net Worth.
Initial Purchase Price Adjustment. If the Adjusted Assets reflected on the Initial Closing Balance Sheet are less than $9,000,000, the number of shares of Preferred Stock comprising the Purchase Price shall be reduced by an amount equal to the quotient of (A) $9,000,000 less the Adjusted Assets reflected on the Initial Closing Balance Sheet divided by (B) the Adjustment Date Share Price.
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.
Initial Purchase Price Adjustment. When the Closing Date Balance Sheet becomes final in accordance with Section 1.3(b), if there is an adjustment to the Purchase Price to be made (the "Initial Purchase Price Adjustment"), the Escrow shall be reduced by the amount of the Initial Purchase Price Adjustment (the "Adjusted Escrow") and the Escrow Agent shall, within ten (10) Business Days after receipt of notice of the Closing Date Balance Sheet becoming final and the amount of any Initial Purchase Price Adjustment, pay the Buyer out of the Escrow the amount of the Initial Purchase Price Adjustment and pay the Seller the amount of the Adjusted Escrow. F.
Initial Purchase Price Adjustment a. For purposes of this Agreement, the "
