Purchase Price Adjustment Amount. (a) By May 15, 1998, Buyer shall prepare and deliver to Seller a statement (the "Statement"), setting forth Shareholders' Equity, Payroll Revenues for each of the fiscal quarters ending December 31, 1997 and March 31, 1998 and the Purchase Price Adjustment Amount; provided, however, that Buyer shall use its best efforts to provide notice of Shareholders' Equity to Seller by March 31, 1998. The Statement shall become final and binding upon the parties on the 60th day following delivery thereof, unless Seller gives effective written notice of its disagreement with the Statement (the "Notice of Disagreement") to Buyer prior to such date. During the 60-day period following receipt of the Statement by Seller, Seller shall be permitted to review the working papers of Buyer relating to the Statement. To be effective, a Notice of Disagreement must (i) specify in reasonable detail the nature of any disagreement so asserted and (ii) set forth a single proposed Purchase Price Adjustment Amount. If a Notice of Disagreement is received by Buyer in a timely manner, then the Statement (as revised in accordance with clauses (A) or (B) below) shall become final and binding upon Seller and Buyer on the earlier of (A) the date Seller and Buyer resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (B) the date any disputed matters are finally resolved in writing by the Independent Accounting Firm.
(b) During the 60-day period following the delivery of a Notice of Disagreement, Seller and Buyer shall seek in good faith to resolve in writing any differences to the matters specified in the Notice of Disagreement. During such period, Buyer shall have access to the working papers of Seller prepared in connection with the Notice of Disagreement. At the end of such 60-day period, Seller and Buyer shall submit to an independent accounting firm (the "Independent Accounting Firm") for review and resolution any and all matters which remain in dispute and which were properly included in the Notice of Disagreement. The Independent Accounting Firm shall be a nationally recognized "Big Four" accounting firm as shall be agreed upon by Seller and Buyer in writing. Seller and Buyer shall use all reasonable efforts to cause the Independent Accounting Firm to render a decision resolving the matters submitted to the Independent Accounting Firm within 30 days following submission. Seller and Buyer agree that judgment may be entered upon...
Purchase Price Adjustment Amount. (i) If the Final Net Current Assets on the Final Closing Statement is greater than the Estimated Net Current Assets as set forth on the Base Statement, then the difference shall be expressed as a positive number, but if the Final Net Current Assets on the Final Closing Statement is less than the Estimated Net Current Assets as set forth on the Base Statement, then the difference shall be expressed as a negative number (such number, the “Purchase Price Adjustment Amount”).
(ii) If the Purchase Price Adjustment Amount is a negative number, then the Purchase Price shall be decreased by the Purchase Price Adjustment Amount and Seller shall pay to Buyer in cash the amount of such difference. If the Purchase Price Adjustment Amount is a positive number, then the Purchase Price shall be increased by the Purchase Price Adjustment Amount and Buyer shall pay to Seller in cash the amount of such difference. All amounts payable under this Section 3.2(d)(ii) shall be paid within fifteen (15) Business Days of the determination of the Final Closing Statement by wire transfer of immediately available funds to a bank account designated in writing by the recipient not less than one (1) Business Day before such payment.
Purchase Price Adjustment Amount. The net adjustment to the Purchase Price to be made pursuant to Section 1.3.1.
Purchase Price Adjustment Amount. The term "Purchase Price Adjustment Amount" shall have the meaning set forth in Section 2.6(b).
Purchase Price Adjustment Amount. 2.05(b) Purchaser......................................................Cover Page Purchaser Indemnified Party....................................8.02(a) Returnable Refund or Credit....................................6.07
Purchase Price Adjustment Amount. The amount of the increases or decreases to be made to the Purchase Price pursuant to Sections 1.4(d), (e), (f) and (g) shall be netted together as one amount (such net payment amount, the “Purchase Price Adjustment Amount”). If the Purchase Price is to be increased by the Purchase Price Adjustment Amount, Purchaser shall pay an aggregate amount of cash equal to the Purchase Price Adjustment Amount to Seller by wire transfer of immediately available funds within five (5) Business Days of the Final Resolution Date. If the Purchase Price is to be decreased by the Purchase Price Adjustment Amount, Seller shall pay an aggregate amount of cash equal to the Purchase Price Adjustment Amount to Purchaser by wire transfer of immediately available funds within five (5) Business Days of the Final Resolution Date.
Purchase Price Adjustment Amount. 12 Section 3.3
Purchase Price Adjustment Amount. Seller Parties agree and represents that the Purchase Price Adjustment Amount set forth in Schedule 5.07 is (i) equal to Ninety-Eight Thousand One Hundred Forty-One Dollars ($98,141); and (ii) prepared on basis consistent with the Financial Statements.
Purchase Price Adjustment Amount. In the event no notice is received by Buyer during such 15 business day period, the calculation of the Purchase Price Adjustment Amount shall be deemed accepted by the Selling Stockholders and final and binding on the parties.
