Payment of Adjustment to Purchase Price Sample Clauses

Payment of Adjustment to Purchase Price. (1) The aggregate Purchase Price payable to the Sellers shall be increased or decreased, as the case may be, if the Purchase Price is more or less than the Estimated Purchase Price, as follows: (a) if the Purchase Price is less than the Estimated Purchase Price, the amount equal to the difference between the Purchase Price and the Estimated Purchase Price shall be owed by the Sellers to the Purchaser and paid as hereinafter provided; or (b) if the Purchase Price is greater than the Estimated Purchase Price, the amount equal to the difference between the Purchase Price and the Estimated Purchase Price shall be owed by the Purchaser to the Sellers and paid as hereinafter provided. (2) If the net amount based on the calculations set forth in Section 2.9(1) is owed by the Sellers to the Purchaser (the “Final Negative Adjustment Amount”), then within five (5) Business Days after the determination of the Final Closing Statement: (a) the U.S. Seller shall pay or cause to be paid to the Purchaser the portion of the Final Negative Adjustment Amount equal to the difference, if any, between the U.S. Purchase Price and the Estimated U.S. Purchase Price by wire transfer of immediately available funds to the account designated by the Purchaser at least two (2) Business Days in advance of such payment; and (b) the Parent Seller or the Canadian Seller shall pay or cause to be paid to the Purchaser the difference between the Final Negative Adjustment Amount and the amount payable by the U.S. Seller to the Purchaser pursuant to Section 2.9(2)(a), if any, by wire transfer of immediately available funds to the account designated by the Purchaser at least two (2) Business Days in advance of such payment. (3) If the net amount based on the calculations set forth in Section 2.9(1) is owed by the Purchaser to the Sellers (the “Final Positive Adjustment Amount”), then within five (5) Business Days after the determination of the Final Closing Statement: (a) the Purchaser shall pay or cause to be paid to the U.S. Seller the portion of the Final Positive Adjustment Amount equal to the difference, if any, between the U.S. Purchase Price and the Estimated U.S. Purchase Price by wire transfer of immediately available funds to the account designated by the U.S. Seller at least two (2) Business Days in advance of such payment; and (b) the Purchaser shall pay or cause to be paid to the Canadian Seller the difference between the Final Positive Adjustment Amount and the amount payable by the...
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Payment of Adjustment to Purchase Price. Any adjustment payments required pursuant to Section 2.4(d)(i) after applying the provisions of Section 2.4(d)(ii) shall be made by the Purchaser or the Sellers, as the case may be, within five Business Days after the determination of the Final Net Assets and the 9/30 Net Assets, by wire transfer in immediately available funds, together with interest thereon at a rate equal to the rate of interest from time to time announced publicly by Citibank, N.A. as its prime rate, calculated on the basis of the actual number of days elapsed divided by 365, from the Closing Date to the date of payment.
Sample 1
Payment of Adjustment to Purchase Price. Any payment pursuant to Section 3.3 shall be made (a) within 20 days after Seller's delivery of the Attestation if no Notice of Disagreement with respect thereto is timely delivered to Seller pursuant to Section 3.2(b) or (b) if a Notice of Disagreement with respect thereto is timely delivered pursuant to Section 3.3(b), then within 10 days after the earlier of (i) agreement between the Parties pursuant to Section 3.2(c) with respect to the disputed items and amounts in the Attestation or (ii) delivery of the Accountant's calculation of such disputed items and amounts pursuant to Section 3.2(c).
Sample 1
Payment of Adjustment to Purchase Price. Seller and Purchaser shall settle any difference between the (i) Reference Date Net Worth, and (ii) the Effective Date Net Worth as finally agreed among the parties or determined in accordance with Article 3.7 within ten (10) Business Days after the differences between the Reference Date Net Worth and the Effective Date Net Worth has been finally agreed between the Parties or determined in accordance with Article 3.7, as follows: (a) If the Effective Date Net Worth is higher than the Reference Date Net Worth, Purchaser shall pay to Seller an amount equal to the excess amount. (b) If the Effective Date Net Worth is lower than the Reference Date Net Worth, Seller shall pay to Purchaser an amount equal to the shortfall.
Sample 1
Payment of Adjustment to Purchase Price. The Purchase Price will be determined based on the Final Closing Statement and if the Purchase Price is more or less than the Estimated Purchase Price, the following payments shall be made: (a) if the Purchase Price is less than the Estimated Purchase Price, the amount equal to the difference between the Purchase Price and the Estimated Purchase Price shall be owed by the Seller to the Purchaser and paid by the Seller to the Purchaser, within five Business Days after the determination of the Final Closing Statement, by wire transfer of immediately available funds to the account designated by the Purchaser, without set-off or deduction; or (b) if the Purchase Price is greater than the Estimated Purchase Price, the amount equal to the difference between the Purchase Price and the Estimated Purchase Price shall be - 21 - owed by the Purchaser to the Seller and paid by the Purchaser to the Seller, within five Business Days after the determination of the Final Closing Statement, by wire transfer of immediately available funds to the account designated by the Seller, without set-off or deduction.
Sample 1
Payment of Adjustment to Purchase Price. (i) If (A) the Final Closing Date Net Working Capital is equal to the Preliminary Closing Date Net Working Capital, and (B) the Final Closing Date Net Indebtedness is equal to the Preliminary Closing Date Net Indebtedness, then no further adjustment will be made to the Purchase Price. (ii) If the Final Closing Date Net Working Capital is greater than the Preliminary Closing Date Net Working Capital, then the Purchaser shall owe an amount equal to such excess to the Vendor. If the Final Closing Date Net Working Capital is less than the Preliminary Closing Date Net Working Capital, then the Vendor shall owe an amount equal to such shortfall to the Purchaser. (iii) If the Final Closing Date Net Indebtedness is greater than the Preliminary Closing Date Net Indebtedness, then the Vendor shall owe an amount equal to such excess to the Purchaser. If the Final Closing Date Net Indebtedness is less than the Preliminary Closing Date Net Indebtedness, then the Purchaser shall owe an amount equal to such shortfall to the Vendor. (iv) If the net amount based on the calculations set forth in Sections 2.3(e)(ii) and 2.3(e)(iii) is owed by the Purchaser to the Vendor (a “Positive Adjustment Amount”), then, within two Business Days of the Draft Statement becoming the Closing Statement, the Purchaser shall pay the Positive Adjustment Amount to or as directed by the Vendor. If the net amount based on the calculations set forth in Sections 2.3(e)(ii) and 2.3(e)(iii) is owed by the Vendor to the Purchaser (a “Negative Adjustment Amount”), then, within two Business Days of the Draft Statement becoming the Closing Statement, the Vendor shall pay the Negative Adjustment Amount to or as directed by the Purchaser.
Sample 1

Related to Payment of Adjustment to Purchase Price

  • Adjustment to Purchase Price (a) The Closing Payment shall be increased by the parties' good faith estimate of the Current Assets of Seller and decreased by the parties' good faith estimate of the Current Liabilities of Seller as of the Closing Date (the "Closing Adjustment"), which adjustment shall be subject to final adjustment as provided for in paragraph (c) below. (b) No later than sixty (60) days after the Closing Date, or within three (3) days after receipt of the necessary accounting data from the NRTC Central Billing System, whichever is later, Purchaser shall make and deliver to Seller a balance sheet reflecting the Current Assets and Current Liabilities of Seller as of the Closing Date (the "Closing Date Balance Sheet"), prepared on a basis consistent with GAAP. For purposes of the Closing Adjustment and the Final Closing Adjustment (as hereinafter defined), the amount of Accounts Receivable of Seller to be included in the Closing Date Balance Sheet shall include only Accounts Receivable of Subscribers as reflected on Report 18A (Subscriber Accounts Receivable Aging By Account) of the NRTC Central Billing System Reports less a reserve of six percent (6%) for Accounts Receivable which are not collectible. In addition, the Closing Date Balance Sheet and the Final Closing Adjustment shall not include as a Current Asset any accounts receivable arising from Leased Subscriber Equipment. Purchaser may, by providing Seller with written notice at least five (5) days prior to the Closing, elect to purchase all, or certain of, the DSS(TM) subscriber equipment owned by Seller (other than Leased Subscriber Equipment) on the Closing Date; provided, however, Purchaser shall not have the right to acquire any assets attributable to Seller's Electric Business. Any such equipment which is purchased by Purchaser shall be included as Inventory in the Closing Date Balance Sheet. Except as set forth in this Section 4.4(b), no other assets or liabilities shall be included in the Closing Date Balance Sheet. Seller shall make available to Purchaser such documentation, back-up, invoices, and books and records of Seller as Purchaser may reasonably request. (c) Seller and Purchaser shall negotiate in good faith to reconcile any discrepancies which may arise in connection with the determination of the Closing Date Balance Sheet. If Seller and Purchaser are unable to reconcile such discrepancies, Seller shall have fifteen (15) days from presentment of the Closing Date Balance Sheet by Purchaser to notify Purchaser if Seller wishes to have Purchaser's determination examined. If Seller elects to have Purchaser's determination examined, it shall be submitted to the determination in Atlanta, Georgia, by the Certified Public Accounting firm of KMPG Peat Marwick (or any other independent Certified Public Accounting firm mutually acceptable to Seller and Purchaser), the cost of such examination to be paid fifty percent (50%) by Seller and fifty percent (50%) by Purchaser. The determination by Purchaser shall be final and binding on the parties unless Seller elects to have an examination as provided herein, in which case the results of the examination shall be made within thirty (30) days of such referral, and shall be final and binding on the parties (the "Final Closing Adjustment"). (d) To the extent the Final Closing Adjustment is less than the Closing Adjustment, Seller shall pay the difference in cash to Purchaser within five (5) days after the final determination. In the event the Final Closing Adjustment is greater than the Closing Adjustment, Purchaser shall pay such excess in cash to Seller within five (5) days after the final determination. If, following any payment pursuant to this Section 4.4(d), an error (in billing or reporting by NRTC or otherwise) is thereafter discovered which would have affected the Final Closing Adjustment, the party in whose favor the error was made shall immediately pay in cash the amount of such error to the other party.

  • Purchase Price Adjustment (a) Within 90 days following the Closing, the Buyer shall prepare and deliver, or cause to be prepared and delivered, to the Seller a statement (the “Closing Schedule”) setting forth: (i) the Buyer’s determination of the actual amounts of (A) the Adjustment Amount, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage (the “Final Adjustment Amount”), and (B) the Seller Indebtedness Amount, in each case as of 12:01 a.m. Eastern Time on the Closing Date without taking into account any of the transactions to be completed on the Closing Date in accordance with the terms of this Agreement; (ii) a calculation of any adjustments to the Closing Payment based on such calculations (the adjusted Closing Payment as a result of such calculation being the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”). (b) Within fifteen (15) days after delivery of the Closing Schedule, the Seller may deliver a notice to Buyer either: (i) concurring with the Closing Schedule (a “Notice of Concurrence”); or (ii) disagreeing therewith (a “Notice of Disagreement”). If the Seller delivers a Notice of Disagreement, then it shall be accompanied by the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any notice within such 15-day period, the Seller shall be deemed to have delivered a Notice of Concurrence. (c) If a Notice of Concurrence is delivered or deemed delivered, and if the Final Closing Payment is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of the delivery of the Notice of Concurrence. (d) If a Notice of Disagreement is delivered, then the Seller and the Buyer shall, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution shall be final, conclusive and binding upon the parties hereto, absent fraud or manifest error. To the extent the Final Closing Payment as determined by the Independent Auditor is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolution. (e) Each of the Seller and the Buyer shall pay fifty percent (50%) of the fees and expenses of the Independent Auditor.

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