Interim Price Adjustment Sample Clauses

Interim Price Adjustment. (a) Not less than five (5) nor more than ten (10) Business Days prior to the Closing Date, the Sellers shall deliver a calculation of the Interim Price Adjustment to the Purchaser. The Interim Price Adjustment shall be based upon the Xxxxx segment balance sheet components of Seller’s trial balance, adjusted as provided in Exhibit 1.01(f), as at the last day of the month immediately preceding the Closing Date unless the Closing Date occurs within the first fifteen (15) days of a month, in which case the trial balance for the previous month shall be used.
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Interim Price Adjustment. The Vendors, not later than two Business Days prior to the Closing Date, shall provide to the Purchaser a statement setting forth the difference between the Reference Amount and the Interim Net Working Capital Position (the “Interim Price Adjustment”). If the Reference Amount is less than the Interim Net Working Capital Position then the amount of the Interim Price Adjustment shall be added to the amount specified in subsection 2.3(a)(i). If the Reference Amount is greater than the Interim Net Working Capital Position then the amount of the Interim Price Adjustment shall be deducted from the amount specified in subsection 2.3(a)(i).
Interim Price Adjustment. Not less than five (5) nor more than ten (10) Business Days prior to the anticipated Closing Date, Seller shall deliver a calculation of the Interim Price Adjustment to Buyer. The Interim Price Adjustment shall be based upon the Xxxxx segment balance sheet components of Seller’s trial balance, adjusted in accordance with GAAP, as at the last day of the month immediately preceding the Closing Date unless the Closing Date occurs within the first thirteen (13) days of a month, in which case the trial balance for the previous month shall be used. A sample calculation of the Interim Price Adjustment based upon the balance sheet components for the Xxxxx as at April 30, 2004 is attached as Schedule 2.4. An amount equal to sixty percent (60%) of the Interim Price Adjustment shall be paid by Buyer to Seller at the Closing, as provided in Section 2.3.1. On the Closing Date, Buyer shall deliver to and deposit in trust with the Escrow Agent, pursuant to the terms of a Price Adjustment Escrow Agreement entered into among Seller, Buyer, and the Escrow Agent, in substantially the form attached as Exhibit A-2 (the “Price Adjustment Escrow Agreement”), an amount equal to the remaining forty percent (40%) of the Interim Price Adjustment (the “Price Adjustment Deposit”). Interest earned on the Price Adjustment Deposit shall be deemed a part of the Price Adjustment Deposit for all purposes of this Agreement. The Price Adjustment Deposit shall be applied in accordance with Section 2.5.4. Seller and Buyer shall each pay, and shall each be liable only for, one-half of the Escrow Agent’s escrow fees and charges in connection with the Price Adjustment Deposit escrow account.
Interim Price Adjustment. On the Closing Date, the Merger Cash ------------------------ and Merger Shares to be received by all Shareholders pursuant to Section 1.6 ----------- shall be reduced (on a Pro Rata Basis, Pro Rata from Merger Cash and Merger Shares) by the amount (if any) by which $300,000 plus (or minus) any accumulated earnings (or loss) from and after January 1, 2001 (such accumulated earnings (or loss) shall be calculated by comparing the accumulated earnings (or loss) on the December 31, 2000, balance sheet with the accumulated earnings (or loss) on the Estimated Closing Balance Sheet)(the "Base Net Worth") exceeds the Closing Net -------------- Worth (as defined below) as set forth in the Estimated Closing Balance Sheet (the "Interim Price Adjustment"). The Interim Price Adjustment shall take the ------------------------ form of a pro rata reduction in the Merger Cash and Merger Shares (valued at the Closing Stock Price). As used in this Section 1.7, "Closing Net Worth" shall ----------- ----------------- mean total assets less total liabilities of the Company, determined in accordance with GAAP.
Interim Price Adjustment. In the event Supplier incurs an increase in raw materials costs with respect to any Product of an amount shown in the table set forth below since the date of the most recent price adjustment under Section 4.2(a) or this Section 4.2(b), Supplier shall have the right to increase the Initial Price or the then-prevailing Reset Price so that the new applicable Reset Price reflects such increase: Injection molded chain P/N 631-10559 (Celanex material) 5% Other injection molded items 7% Cast nylon stub shafts and bull sprockets 10% Other cast nylon items 15% Supplier shall provide Purchaser with written notice of any such price increase together with reasonable documentation evidencing the increase in raw material costs. Any increase from the Initial Price or Reset Price, if any, for a Product in accordance with this subsection shall be effective only upon thirty (30) days prior written notice to Purchaser and shall apply to each order for such Product received after such effective date. Such increase also shall also apply to (i) each order for such Product received prior to the date of Supplier's notice of such price increase, but only to the extent the Products ordered are to be delivered on or after the date three (3) months following the date of Supplier's notice of such price increase, and (ii) to each order received after the date of such notice but before the effective date of such price increase, but only to the extent the Products ordered are to be delivered on or prior to the effective date of such price increase.

Related to Interim Price Adjustment

  • Price Adjustment No adjustment in the per share Exercise Price shall be required unless such adjustment would require an increase or decrease in the Exercise Price of at least $0.01; provided, however, that any adjustments which by reason of this paragraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 2 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be.

  • Purchase Price Adjustment (a) Not later than five Business Days prior to the Closing Date, the Contributor Parties shall prepare in good faith and deliver to Acquiror a preliminary settlement statement (the “Estimated Adjustment Statement”) setting forth (i) an estimated combined balance sheet of the Compression Group Entities as of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) (the “Estimated Closing Date Balance Sheet”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital Threshold, (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amount.”

  • Price Adjustments 8.5.1 Not more than once per calendar year, Lonza may adjust the Price in accordance with the [***] for the previous calendar year. The new Price reflecting such Batch Price adjustment shall be effective for any Batch for which the Commencement Date is on or after the date of Lonza’s notice to Customer of the Price adjustment.

  • Base Price Adjustments The base aircraft price (pursuant to Article 3 of the Agreement) of the Option Aircraft will be adjusted to Boeing's and the engine manufacturer's then-current prices as of the date of execution of the Option Aircraft Supplemental Agreement.

  • Purchase Price Adjustments In case at any time and from time to time the Company shall issue any shares of Common Stock or Derivative Securities convertible or exercisable for shares of Common Stock (the number of shares so issued, or issuable upon conversion or exercise of such Derivative Securities, as applicable, being referred to as "Additional Shares of Common Stock") for consideration less than the then Market Price at the date of issuance of such shares of Common Stock or such Derivative Securities, in each such case the Conversion Price shall, concurrently with such issuance, be adjusted by multiplying the Conversion Price immediately prior to such event by a fraction: (i) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus the number of shares of Common Stock that the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued would purchase at the Market Price and (ii) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of Additional Shares of Common Stock plus the number of such Additional Shares of Common Stock so issued or sold.

  • Post-Closing Purchase Price Adjustment (a) As promptly as practicable, but in no event later than ninety (90) days following the date of the Applicable Closing, Parent shall prepare and deliver to SunGard Data a statement (the “Post-Closing Statement”), certified by the chief financial officer of Parent and accompanied by reasonable supporting detail, setting forth the Closing Net Working Capital, the Company Transaction Fees and Expenses and the Merger Consideration, including, in each case, the calculation thereof in reasonable detail. The calculations set forth in the Post-Closing Statement shall be final and binding on all Parties unless SunGard Data gives Parent written notice of its objections thereto (an “Objection Notice”), with reasonable supporting detail as to each such objection (each, a “Post-Closing Calculation Objection”), within forty-five (45) days after receipt of the Post-Closing Statement (the “Objection Period”). In the event SunGard Data fails to give Parent an Objection Notice prior to the expiration of the Objection Period or otherwise earlier notifies Parent in writing that SunGard Data has no objections to the calculations set forth in the Post-Closing Statement, the Post-Closing Statement shall be deemed final and binding on all Parties hereto, and all payments to be made in accordance with Section 3.4(d) shall be derived therefrom. Any component of the calculations set forth in the Post-Closing Statement that is not the subject of a timely delivered Objection Notice by SunGard Data shall be final and binding on all Parties except to the extent such component could be affected by other components of the calculations set forth in the Post-Closing Statement. Throughout the period following the Closing Date until the components of the calculations set forth in the Post-Closing Statement are deemed final and binding pursuant to this Section 3.4, subject to Section 7.21, Parent shall permit SunGard Data and its Representatives reasonable access (with the right to make copies), during business hours upon reasonable advance notice, to the financial books and records of the Surviving Corporation and its Subsidiaries for the purposes of the review and objection right contemplated herein.

  • Conversion Price Adjustment In the event the Company, shall, at any time following the issuance of the Series A-1 Preference Shares, issue additional Common Shares in a financing transaction the sole purpose of which is to raise capital, at a price per share less than the Conversion Price then in effect, then the Conversion Price upon each such issuance shall be reduced to a price equal to the consideration paid for such additional Common Shares.

  • Warrant Price Adjustment Except as otherwise provided herein, whenever the number of shares of Warrant Stock purchasable upon exercise of this Warrant is adjusted, as herein provided, the Warrant Price payable upon the exercise of this Warrant shall be adjusted to that price determined by multiplying the Warrant Price immediately prior to such adjustment by a fraction (i) the numerator of which shall be the number of shares of Warrant Stock purchasable upon exercise of this Warrant immediately prior to such adjustment, and (ii) the denominator of which shall be the number of shares of Warrant Stock purchasable upon exercise of this Warrant immediately thereafter.

  • Exercise Price Adjustment Whenever the number of Warrant Shares purchasable upon the exercise of the Warrant is adjusted, as herein provided, the Exercise Price payable upon the exercise of this Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Warrant Shares purchasable upon the exercise of the Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Warrant Shares purchasable immediately thereafter.

  • ADJUSTMENT OF CONTRACT PRICE The Contract Price shall be subject to adjustment, as hereinafter set forth, in the event of the following contingencies (it being understood by both parties that any reduction of the Contract Price is by way of liquidated damages and not by way of penalty):

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