Pre-Closing Adjustment of Purchase Price Sample Clauses

Pre-Closing Adjustment of Purchase Price. The parties acknowledge and ---------------------------------------- agree that the Purchase Price has been established in part with reference to the net book value of Sellers as of December 31, 1997, as reflected on the unaudited, reviewed balance sheet of Sellers as of such date, a copy of which is attached hereto as Schedule 1.02(b) (the "Unaudited 1997 Balance Sheet") and ---------------- which shows separately a calculation of the net book value of the Transferred Assets less the Assumed Liabilities. The net book value of the Transferred Assets less the Assumed Liabilities, as reflected on the Unaudited 1997 Balance Sheet, is hereinafter referred to as the "Unaudited Base Net Value". Buyer and Sellers acknowledge that upon execution of this Agreement, Deloitte & Touche LLP ("Buyer's Accountant") shall commence, at Buyer's expense, an audit of the two years of annual financial statements of the Sellers ending December 31, 1997 and a balance sheet of the Sellers as of June 30, 1998 (the "Audited 1998 Balance Sheet"), which audit is expected to be completed within five weeks of such commencement and will include a physical inventory that the Sellers will undertake at each of their facilities under the supervision of Xxxxx's Accountant. The Audited 1998 Balance Sheet shall be conclusive and binding upon the parties hereto, unless the Sellers object in writing to any item or items shown on the Audited 1998 Balance Sheet within ten (10) business days after delivery thereof to the Sellers (the "Objection Period"). During the Objection Period, the Sellers shall have reasonable access during normal business hours to all work papers of Xxxxx's Accountant which were used in the preparation of the Audited 1998
Sample 1Sample 2
AutoNDA by SimpleDocs
Pre-Closing Adjustment of Purchase Price. (a) Within five (5) Business Days prior to the Closing Date, the Seller shall prepare and deliver to the Buyer a written statement (the “Preliminary Closing Statement”) setting forth the Seller’s good faith estimate of the calculation of the Net Working Capital as of 11:59 p.m. on the day immediately preceding the Closing Date (the “Preliminary Net Working Capital”), prepared in accordance with the Balance Sheet Principles. For the avoidance of doubt, any Current Liabilities for which the Seller becomes obligated as a result of the consummation of the transactions contemplated hereby, if any, shall be included in the calculation of the Preliminary Net Working Capital.
Sample 1Sample 2
Pre-Closing Adjustment of Purchase Price. (a) On or around the tenth Business Day preceding the Closing Date, the Sellers shall in good faith estimate the Net Working Capital as of the last calendar day of the immediately preceding month (the "SELLERS ESTIMATED NET WORKING CAPITAL") and deliver to the Purchaser in accordance with Section 11.02 a notice specifying the Sellers Estimated Net Working Capital and the basis, in reasonable detail, for such calculation. The Purchaser shall have three Business Days to review the Sellers Estimated Net Working Capital during which time the Sellers shall in good faith assist the Purchaser in such review. After such three Business Day review period shall have terminated, either (i) the parties shall have, acting in good faith, mutually agreed an estimate of the Net Working Capital as of the last calendar day of the immediately preceding month (the "AGREED ESTIMATED NET WORKING CAPITAL") or (ii) the Sellers, on the one hand, and the Purchaser, on the other hand, shall have, acting in good faith, each determined an estimate of the Net Working Capital as of the last calendar day of the immediately preceding month (the determination closest to the Net Working Capital reflected on the Reference Balance Sheet being hereinafter referred to as the "DEFAULT ESTIMATED NET WORKING CAPITAL").
Sample 1
Pre-Closing Adjustment of Purchase Price. The Purchase Price shall be subject to adjustment prior to the Closing as specified in this Section 2.07:
Sample 1
Pre-Closing Adjustment of Purchase Price. On or immediately prior to the Closing Date, Buyer and Seller will in good faith estimate the post-closing adjustment to the Purchase Price to be determined under Section 2.3.3 below based on the most recent available financial information for Seller and will adjust the amounts to be paid at Closing pursuant to Section 2.1 above in the manner set forth in Section 2.3.3. Such estimate will be attached to this Agreement as Exhibit 2.2 at the Closing.
Sample 1
Pre-Closing Adjustment of Purchase Price. (a) Within five Business Days prior to the Closing Date, the Seller shall prepare and deliver to the Buyer a written statement (the “Preliminary Closing Statement”) setting forth the Seller’s good faith estimate of the calculation of the Net Working Capital as of 12:01 a.m. on the Closing Date (the “Preliminary Net Working Capital”), prepared in accordance with the Balance Sheet Principles. Prior to the Closing the Seller and the Buyer in good faith shall seek to resolve any differences that they may have with respect to the computation of any of the items in the Preliminary Closing Statement; provided, that if the parties are unable to resolve all such differences prior to the Closing, the amount of the Preliminary Net Working Capital as reflected in the Preliminary Closing Statement shall be used for purposes of adjusting the Purchase Price on the Closing Date. Any failure of the Buyer to raise any objection or dispute in connection with the Preliminary Closing Statement shall not in any way prejudice Buyer’s right to raise any matter in the Closing Statement.
Sample 1

Related to Pre-Closing Adjustment of Purchase Price

  • Adjustment of Purchase Price NUMBER AND KIND OF SHARES OR NUMBER OF RIGHTS. The Purchase Price, the number and kind of shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11.

  • 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.

  • Purchase Price; Allocation of Purchase Price (a) Subject to the terms and conditions of this Agreement, the purchase price for the Interests and the Purchased Assets (other than the Specified OUS Assets) (such amount, the “Purchase Price”) is payable as follows:

  • Purchase Price; Payment of Purchase Price In addition to the Assumed Liabilities described below, the aggregate consideration for the Subject Assets (the “Purchase Price”) shall be the amount equal to: $2,000,000. The Purchase Price shall be subject to adjustment as set forth in Section 1.7 below as so adjusted.

  • Closing Purchase Price The Closing Purchase Price (the "Closing Purchase Price") shall be paid or delivered by Buyer at Closing in the following manner:

  • Payment of Purchase Price The Purchase Price shall be paid as follows:

  • Adjustment of Purchase Price and Number of Shares The number of shares of Common Stock issuable upon exercise of this Warrant (or any shares of stock or other securities or property receivable or issuable upon exercise of this Warrant) and the Purchase Price are subject to adjustment upon occurrence of the following events:

  • Post-Closing Adjustments As soon as practicable after the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event

  • Post-Closing Adjustment (i) Within sixty (60) days following the Closing Date, Seller shall prepare and deliver to Buyer a statement (the “Closing Statement”) that shall set forth in reasonable detail Seller’s calculation of the net amount of all adjustments to the Base Purchase Price required by Section 2.6(a) taking into account actual data (the “Purchase Price Adjustment”), together with reasonable supporting material regarding the computation thereof. Buyer shall have thirty (30) days to review the Closing Statement following receipt thereof. On or before the end of such 30-day review period, Buyer may object to the Closing Statement by written notice to Seller (the “Objection Notice”), setting forth Buyer’s specific objections to the calculation of the Purchase Price Adjustment. Such Objection Notice shall specify those items or amounts with which Buyer disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount (and reasonable supporting material therefor), and shall set forth Buyer’s calculation of the Purchase Price Adjustment based on such objections. To the extent not set forth in a timely-delivered Objection Notice, Buyer shall be deemed to have agreed with Seller’s calculation of all other items and amounts contained in the Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection Notice. If Buyer does not timely deliver any Objection Notice, Buyer shall be deemed to have agreed with and accepted Seller’s calculation of the Purchase Price Adjustment, and the Closing Statement shall be final and binding on the Parties as of the end of Buyer’s 30-day review period.

  • Allocation of Purchase Price Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final Allocation. Each of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final Allocation.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!