Preliminary Purchase Price Adjustment. (A) In the event that the Preliminary Net Working Capital Balance set forth on the Preliminary Statement of Net Assets is less than $40,000,000 (the “Target NWCB”), then there shall be a preliminary downward adjustment of the Purchase Price in an amount equal to such deficiency, the Purchaser shall deliver written notice to the Escrow Agent specifying the amount of such preliminary downward adjustment of the Purchase Price, and the Escrow Agent shall, within three Business Days of its receipt of such notice and in accordance with the terms of the Escrow Agreement, pay an amount (the “Preliminary Purchase Price Reduction”) equal to seventy-five percent (75%) of such deficiency to the Purchaser out of the Escrow Fund by wire transfer in immediately available funds. In the event that the Escrow Fund is insufficient to cover the amount of the Preliminary Purchase Price Reduction, then the Escrow Agent shall distribute the entire Escrow Fund to the Purchaser as provided above and the Seller or Audiovox, on behalf of the Seller, shall pay, on or prior to the same date as the Escrow Agent distributes the Escrow Fund to the Purchaser, an amount to the Purchaser, by wire transfer in immediately available funds, equal to the amount of such deficiency. No failure of the Purchaser to deliver a notice of the type specified in the immediately preceding sentence shall relieve the Seller of the obligation to pay the amount of such deficiency to the Purchaser.
(B) In the event that the Preliminary Net Working Capital Balance exceeds the Target NWCB, then there shall be a preliminary upward adjustment of the Purchase Price in an amount equal to such excess and the Purchaser shall pay on or before the date that is 30 days following the date of the Closing an amount (the “Preliminary Purchase Price Increase”) equal to seventy-five percent (75%) of such excess to the Seller by wire transfer in immediately available funds. Following the preliminary purchase price adjustments described in this Section 2.07(c)(i), the Target NWCB shall be adjusted to (1) subtract any Preliminary Purchase Price Reduction previously paid to the Purchaser by the Escrow Agent or the Seller or (2) add any Preliminary Purchase Price Increase previously paid to the Seller by the Purchaser (as so adjusted, the “Adjusted Target NWCB”)
Preliminary Purchase Price Adjustment. Section 2.3(a) of the Agreement is hereby amended by adding the following text at the end of the paragraph: “DuPont and Buyer hereby acknowledge and agree that, notwithstanding any delivery requirement pursuant to the first sentence of this Section 2.3(a) (or actual delivery) prior to the date of this Amendment, that the Estimated Net Working Capital, Estimated Cash Amount and Estimated Indebtedness shall be as set forth on Exhibit NN, and delivery of such Exhibit shall satisfy in full DuPont’s obligations pursuant to this Section 2.3(a) without any further action on the part of DuPont.”
Preliminary Purchase Price Adjustment. No later than three (3) Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer (together with reasonable backup materials) a statement in the form set forth on Section 2.3(a) of the Seller’s Disclosure Letter (the “Estimated Statement”) setting forth Seller’s good faith estimate of the Closing Net Working Capital (the “Estimated Net Working Capital”), as prepared in accordance with GAAP. For purposes of the calculation of Net Working Capital of the FH Business, all FH Shares, Acquired FH Assets and FH Assets shall be deemed to have been conveyed as of the Effective Time (regardless of any delayed transfer pursuant to Section 5.16 or Section 5.17) and shall be included, to the extent applicable, in the calculation of the Final Net Working Capital.
Preliminary Purchase Price Adjustment. No later than three (3) Business Days prior to the Closing Date, DuPont shall prepare and deliver to Buyer a reasonably detailed statement setting forth its good faith estimates of the Net Working Capital of the DPC Business (the “Estimated Net Working Capital”), the Cash Amount (the “Estimated Cash Amount”) and the Indebtedness Amount (the “Estimated Indebtedness Amount”), in each case as of the Effective Time and as estimated in accordance with the Closing Balance Sheet Principles; provided, that for the avoidance of doubt, Buyer shall not have any right to (i) delay Closing or paying the Preliminary Purchase Price as a result of any disagreement with such estimates or (ii) dispute such estimates (except in the case of clause (ii) only, following Closing, as provided in Section 2.3(b)). For purposes of the calculation of Net Working Capital of the DPC Business, the Cash Amount and the Indebtedness Amount, all DPC Shares, Transferred DPC Joint Venture Interests and DPC Assets shall be deemed to have been conveyed as of the Effective Time (regardless of any delayed transfer pursuant to Section 5.18 or Section 5.19) and shall be included, to the extent applicable, in the calculation of the Final Adjustment Amounts.
Preliminary Purchase Price Adjustment. No later than three (3) Business Days prior to the Closing Date, TDY shall prepare and deliver to Buyer a statement setting forth its good faith estimate of (i) the Net Working Capital of the Tungsten Materials Business (the "Estimated Net Working Capital"), as of the Effective Time and as estimated in accordance with the Closing Net Working Capital Principles, and (ii) subject to Section 5.8(n), the amount of any Cash Equivalents to be held by any of the Transferred Subsidiaries as of the Effective Time (the "Estimated Closing Cash Amount"). For purposes of the calculation of Net Working Capital of the Tungsten Materials Business, all of the Transferred Assets and the Shares shall be deemed to have been conveyed as of the Effective Time (regardless of any delayed transfer pursuant to Section 5.17) and shall be included, to the extent applicable, in the calculation of the Final Net Working Capital. For illustrative purposes only, Annex C sets forth an example of the methodology by which the Preliminary Purchase Price is to be determined.
Preliminary Purchase Price Adjustment. (a) Within 60 days after the Closing Date, the Buyer will cause Xxxxxx Xxxxxxxx LLP to prepare and deliver to the Sellers audited financial statements for the Company for the fiscal years ended December 31, 1995, 1996 and 1997 and a reviewed balance sheet (the "Closing Date Balance Sheet") for the Company as of the Closing Date.
(b) The Preliminary Purchase Price will be adjusted as follows:
(i) If the Net Equity shown on the Closing Date Balance Sheet exceeds $11,829,842, the Buyer will pay to the Sellers an amount equal to such excess within three (3) business days after the date on which the Closing Date Balance Sheet is delivered to the Sellers.
(ii) If the Net Equity shown on the Closing Date Balance Sheet is less than $11,829,842, the Buyer first will reduce the Indemnity Fund by the amount of such deficiency, and to the extent such deficiency exceeds the Indemnity Fund, the Seller will pay to the Buyer an amount equal to such deficiency by wire transfer of immediately available funds within three (3) business days after the date on which the Closing Date Balance Sheet is delivered.
Preliminary Purchase Price Adjustment. The Preliminary Purchase Price shall be adjusted ("Purchase Price Adjustment") as follows: The Purchase Price shall be increased (the “Purchase Price Increase”) by the amount, if any, by which the Inventory Valuation is greater than Four Million Seven Hundred Thousand Dollars ($4,700,000.00). The Purchase Price shall be decreased (the “Purchase Price Decrease”) by the amount, if any, by which the Inventory Valuation is less than Four Million Seven Hundred Thousand Dollars ($4,700,000.00). Within twenty (20) days following the date upon which the Inventory Valuation is mutually agreed upon by Purchaser and Seller or determined pursuant to Section 4.2.2, Purchaser shall pay by wire transfer in U.S. Dollars in immediately available funds to an account designated by Seller any Purchase Price Increase or Seller shall pay by wire transfer in U.S. Dollars in immediately available funds to an account designated by Purchaser any Purchase Price Decrease.
Preliminary Purchase Price Adjustment. No later than three (3) Business Days prior to the Closing Date, CECity and the Shareholders shall prepare and deliver to Buyer a statement setting forth a good faith estimate of (i) the Net Working Capital (the “Estimated Net Working Capital”), as of the Effective Time and as estimated in accordance with the Closing Net Working Capital Principles, (ii) the amount of Cash Equivalents to be held by CECity and CECity Subsidiary as of the Effective Time (the “Estimated Closing Cash Amount”) and (iii) the amount of Indebtedness of CECity and CECity Subsidiary, if any, as of the Effective Time (the “Estimated Closing Indebtedness Amount”).
Preliminary Purchase Price Adjustment. Not later than three (3) days prior to the Closing Date, the Company will deliver to the Purchaser a statement setting forth the Company’s good faith estimate (the “Estimated Net Working Capital”) of the Net Working Capital of the Company Entities as of the Effective Time, together with an estimated unaudited balance sheet of the Company Entities as of the Effective Time (the “Estimated Closing Date Balance Sheet”). The Base Purchase Price will be adjusted by the difference between the Estimated Net Working Capital and the Target Net Working Capital as follows: (i) if the Estimated Net Working Capital exceeds the Target Net Working Capital, the Closing Purchase Price will be increased dollar-for-dollar by the amount of such excess; and (ii) if the Estimated Net Working Capital is less than the Target Net Working Capital, the Base Purchase Price will be decreased dollar-for-dollar by the amount of such shortfall. The Base Purchase Price will thereafter be subject to further adjustment as provided in Section 1.4(b).
Preliminary Purchase Price Adjustment. At least five Business Days prior to the Closing Date, Buyer and the Representative shall jointly (i) prepare a preliminary closing statement of the Operating Assets and Operating Liabilities of the Companies as of the Closing Date (the “Preliminary Closing Statement”), and (ii) based on the Preliminary Closing Statement, calculate the Preliminary Closing Tangible Net Worth. In the event Buyer and the Representative are unable to agree on the Preliminary Closing Statement and the amount of the Preliminary Closing Tangible Net Worth, the Preliminary Closing Tangible Net Worth shall be deemed to be the amount proposed in good faith by Buyer. If the Preliminary Closing Tangible Net Worth is less than $1, the Closing Cash Payment shall be decreased by the amount of the shortfall.
