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").
(i) If Parent has complied with its obligations in Section 6.3(e) and has properly delivered to Seller the Substitute Financing Notice, Parent shall not be required thereafter to pay the Purchase Price in cash, and the Purchase price shall be payable as contemplated by this Section 3.2(b) (but only to the extent Seller agrees to accept the Substitute Financing). Simultaneously with delivery to Seller of the Substitute Financing Notice, Parent shall offer to Seller the option to accept as the Purchase Price, in lieu of cash consideration, the securities contemplated by the Private Financing (on the terms set forth in Exhibit I, or on terms that were more favorable to the provider of the Private Financing to the extent they were set forth in any Completed Financing Agreements), pro rated to reflect the difference between (A) the aggregate amount of the Private Financing and (B) the Purchase Price (the "SUBSTITUTE FINANCING"). Parent shall hold such offer open, and such offer shall be irrevocable, for a period of thirty (30) days. Seller shall be entitled (but not obligated) to accept such offer by notifying Parent of its acceptance at any time within such 30-day period, with such acceptance being conditioned upon the negotiation of definitive agreements that are acceptable in form and substance to Seller (and not inconsistent with the terms of Exhibit I) and Seller's completion of, and satisfaction in all respects with, its due diligence investigation of the Buyer. Parent shall thereafter use its reasonable best efforts to negotiate with Seller and execute, as promptly as practicable, definitive agreements for the Substitute Financing; provided, that to the extent that Parent had previously entered into any definitive agreements for the Private Financing (the "COMPLETED FINANCING AGREEMENTS") but was for any reason unable to complete th...
Purchase Price Adjustment Amount. The net adjustment to the Purchase Price to be made pursuant to Section 1.3.1.
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. 2.05(b) Purchaser......................................................Cover Page Purchaser Indemnified Party....................................8.02(a) Returnable Refund or Credit....................................6.07
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. 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.
Purchase Price Adjustment Amount. The “Purchase Price Adjustment Amount” will be equal to the difference between Adjusted Working Capital and the Target Working Capital. If the amount of the Adjusted Working Capital is greater than the amount of the Target Working Capital, the Base Merger Consideration shall be increased by the amount by which the Adjusted Working Capital exceeds the Target Working Capital. If the amount of the Target Working Capital is greater than the amount of the Adjusted Working Capital, the Base Merger Consideration shall be reduced by the amount by which the Target Working Capital exceeds the Adjusted Working Capital.
Purchase Price Adjustment Amount. 12 Section 3.3
