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”).
Purchase Price Adjustment Amount. The net adjustment to the Purchase Price to be made pursuant to Section 1.3.1.
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. (a) Subject to the terms and conditions set forth in this Agreement, in addition to the assumption by Buyer of the Assumed Liabilities, Buyer and Parent agree to pay at Closing to Seller in consideration for the Purchased Shares and the Purchased Assets an aggregate purchase price equal to $19,000,000 (as adjusted based on the Closing Net Working Capital Statement pursuant to Section 3.2(d), the “Purchase Price”), which shall be paid in cash, in immediately available funds by wire transfer to an account designated by Seller by written notice to Parent at least two Business Days prior to the Closing Date (the “Consideration”).
Purchase Price Adjustment Amount. The term "Purchase Price Adjustment Amount" shall have the meaning set forth in Section 2.6(c).
Purchase Price Adjustment Amount. On the Closing Date, the Partners shall prepare and deliver to the Buyers an estimated unaudited balance sheet of the Partnership, dated as of the Closing Date (the "CLOSING BALANCE SHEET"). The Closing Balance Sheet shall be prepared in accordance with GAAP applied on a basis consistent with the preparation of the Financial Statements (as defined in Section 2.3). In the event [***] being referred to herein as the "PURCHASE PRICE ADJUSTMENT AMOUNT"), the Closing Cash Payment due to the Partners under Section 1.2(a) shall be reduced by the Purchase Price Adjustment Amount, as set forth in Section 1.2(a).
Purchase Price Adjustment Amount. (a) The consideration for Target’s sale of the Assets to Buyer shall be (i) One Hundred and Ten Million Dollars ($110,000,000) in cash, plus (ii) an amount (which may be a positive or negative number) equal to the Net Working Capital as of the Closing Date minus the Net Working Capital Target (the “Adjustment Amount”) (the “Purchase Price”). The Adjustment Amount shall be calculated without giving effect to the transactions contemplated by this Agreement. The Adjustment Amount shall be determined for the purpose of the Payment (as defined in Section 1.8(b)) in accordance with Section 1.5(b) and shall be subject to adjustment after the Closing Date in accordance with Section 1.9.
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.
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.
