Purchase Price Adjustment Payment. Promptly (but not later than five (5) Business Days) after the final determination of the Closing Date Working Capital, Closing Date Cash, Closing Date Debt, Closing Date Transaction Expenses and Purchase Price pursuant to Section 2.5, the parties shall take the following actions, as applicable:
(a) if the Purchase Price as finally determined pursuant to Section 2.5 exceeds the Estimated Purchase Price, then Buyer shall pay to Sellers by wire transfer of immediately available funds a dollar amount equal to the amount of such excess to the bank account or accounts specified by Parent in writing; and
(b) if the Estimated Purchase Price exceeds the Purchase Price as finally determined pursuant to Section 2.5, then Parent shall cause the Sellers to pay to Buyer by wire transfer of immediately available funds a dollar amount equal to the amount of such excess to the bank account or accounts specified by Buyer in writing; provided, however, that each party hereto, as applicable, shall cause any such payments required to be made to or by Sellers pursuant to this Section 2.6 to be made to or by (or on behalf of) Chart Australia, Chart US, the Equity Seller, Chart France and Chart Germany in the relative proportions that such amounts actually relate to the Australia Allocation, the US Allocation, the China Allocation, the France Allocation and the Germany Allocation, respectively (except for any such payments in respect of Sections 2.4(a)(ii) and (iii), which shall adjust all of such allocations pro rata in proportion to what each bears to the Base Purchase Price).
Purchase Price Adjustment Payment. Following Closing, the Estimated Closing Date Payment will be increased on a dollar-for-dollar basis by the amount that the Final Closing Date Payment is greater than the Estimated Closing Date Payment or, if applicable, decreased on a dollar-for-dollar basis by the amount that the Estimated Closing Date Payment is greater than the Final Closing Date Payment.
(i) If the Estimated Closing Date Payment is increased by the adjustment provided for in the first paragraph of this Section 1.9(d), then within three (3) Business Days following the final determination of the Final Closing Date Payment, (A) Parent will pay the full amount of such increase and (B) Parent and the Equityholders’ Representative (on behalf of Equityholders) will deliver joint written instructions to the Escrow Agent to release to the Paying Agent the full amount of the funds then held in the Adjustment Escrow Account to the account set forth in the Paying Agent Agreement for further distribution to the Equityholders (provided that, in each of clause (A) and (B), the aggregate payment to be made to Optionholders and Promised Optionholders shall be paid directly to the Surviving Corporation for payment to such Optionholders and Promised Optionholders, subject to receipt by the Surviving Corporation of an Option Surrender Agreement from such Optionholder or a Promised Option Release Agreement from such Promised Optionholder, as the case may be, not later than the Surviving Corporation’s second next regularly scheduled payroll date following the date of payment to such other Equityholders (or, with respect to any required Option Surrender Agreements or Promised Option Release Agreements received by the Surviving Corporation following the date of payment to such other Equityholders, the Surviving Corporation’s second next regularly scheduled payroll date following such receipt by the Surviving Corporation of such Option Surrender Agreement or Promised Option Release Agreement, as the case may be)). Parent shall have no further obligations with respect to the Final Closing Date Payment after making such payment.
(ii) If the Estimated Closing Date Payment is decreased by the adjustment provided for in the first paragraph of this Section 1.9(d), then within three (3) Business Days following the determination of the Final Closing Date Payment: (A) Parent and the Equityholders’ Representative (on behalf of the Equityholders) will deliver joint written instructions to the Escrow Agent to release (x)...
Purchase Price Adjustment Payment. Subject to the resolution of any disputes regarding the Closing Statement, to the extent that the Working Capital as finally determined in accordance with Section 2.08(c) (the “Closing Working Capital”) results in a calculation of the Net Working Capital Adjustment Amount that is (1) less than the estimate thereof based on the Estimated Closing Working Capital set forth in the Estimated Closing Statement, then the Purchase Price will be decreased on a dollar-for-dollar basis by the amount of such deficiency, or (2) greater than the estimate thereof based on the Estimated Closing Working Capital set forth in the Estimated Closing Statement, then the Purchase Price will be increased on a dollar-for-dollar basis by the amount of such excess (any such resulting recalculation of the Purchase Price, a “Purchase Price Adjustment”). Any Purchase Price Adjustment resulting in a decrease to the Purchase Price shall be paid in cash, by wire transfer of immediately available funds, by Parent to Buyer within five (5) Business Days after such final determination. Any Purchase Price Adjustment resulting in an increase to the Purchase Price shall be paid in cash, by wire transfer of immediately available funds, by Buyer to Parent within five (5) Business Days after such final determination.
Purchase Price Adjustment Payment. Within 60 days after the Effective Date, Key shall cause to be prepared and delivered to the QSI Representatives a consolidated balance sheet of the Surviving Corporation as of the Effective Date (the "Final Balance Sheet"), which balance sheet will be prepared in accordance with generally accepted accounting principles (subject to the adjustments in Section 2.9.4.2) consistent with past practices and consistent with the form attached hereto as SCHEDULE 2.
Purchase Price Adjustment Payment. Following Closing, the Estimated Purchase Price will be decreased (as applicable) on a dollar-for-dollar basis by the amount that the Estimated Closing Cash Payment is greater than the Final Closing Cash Payment. If the Estimated Purchase Price is decreased by the adjustment provided for in preceding sentence, then within five Business Days following the determination of the Final Closing Cash Payment, Sellers will jointly and severally pay the amount of such excess to Buyer by wire transfer of immediately available funds to the account designated by Buyer.
Purchase Price Adjustment Payment. Subject to the resolution of any disputes regarding the Closing Statement, to the extent that the Closing Working Capital as finally determined in accordance with Section 2.07(c) exceeds the Estimated Working Capital, Buyer and Seller shall (a) instruct the Escrow Agent to release all amounts in the Adjustment Escrow Account, in accordance with and subject to the terms of this Agreement and the Escrow Agreement, to Seller and (b) pay in cash to Seller any excess by wire transfer of immediately available funds, or (ii) if the Estimated Working Capital exceeds the Closing Working Capital, Buyer and Seller shall instruct the Escrow Agent to release from the Adjustment Escrow Account to Buyer, in accordance with and subject to the tenns of this Agreement and the Escrow Agreement, such excess. The Working Capital process is applicable to the extent the Working Capital is negative.
Purchase Price Adjustment Payment. Within three Business Days following final determination of the Net Working Capital and the Closing Balance Sheet, (i) if the Estimated Net Working Capital is greater than the Net Working Capital, then the Buyer and Representative shall cause the Escrow Agent to pay (by wire transfer of immediately available funds) to Buyer out of the Net Working Capital Escrow Amount an amount equal to the product of (A) the Participation Fraction times (B) the amount by which the Net Working Capital, determined as set forth in Section 3.07 (b) above, is less than the Estimated Net Working Capital, but in no event to exceed the amount of the Net Working Capital Escrow Amount (together with accretions thereon) and (ii) if the Estimated Net Working Capital is less than the Net Working Capital, determined as set forth in Section 3.07 (b) above, then the Buyer shall pay (by wire transfer of immediately available funds) to Representative, for distribution by the Representative to the Equity Holders in accordance with each such Equity Holder’s Respective Pro Rata Share (minus any amounts required to be withheld pursuant to applicable federal and state withholding laws) an amount equal to the product of (A) the Participation Fraction times (B) the amount by which the Net Working Capital, determined as set forth in Section 3.07 (b) above, is greater than the Estimated Net Working Capital.
Purchase Price Adjustment Payment. (a) The aggregate purchase price for the Shares, payable to the Sellers at Closing, shall be: One Billion Nine Hundred Forty Million Dollars ($1,940,000,000), less or (if negative) plus the Estimated Closing Net Debt (the “Initial Purchase Price”), subject to adjustment pursuant to this Section 1.2 and Section 1.3. The amounts paid or payable by the Purchaser to the Sellers pursuant to this Section 1.2 and Section 1.3 shall be referred to collectively as the “Purchase Price.”
(b) The Initial Purchase Price shall be adjusted prior to Closing as follows:
(i) Not later than five (5) Business Days prior to the Closing Date, the Sellers shall provide the Purchaser with (A) a statement, in the form of Schedule 1.2(c), setting forth the estimated Adjusted Closing Net Working Capital, derived from an estimated combined balance sheet as of the effective time of Closing prepared by the Sellers in accordance with GAAP (the “Estimated Adjusted Closing Net Working Capital”), and financial documentation supporting such estimate, including an aging accounts receivable report, with reserves for doubtful accounts and bad debts, (B) a statement, in the form of Schedule 1.2(e), setting forth the estimated Closing Net Debt (the “Estimated Closing Net Debt”), and financial documentation supporting such estimate, (C) a statement, in the form of Schedule 1.2(f), setting forth the estimated Project Capital Expenditure Amount (the “Estimated Project Capital Expenditure Amount”), and financial documentation supporting such estimates, and (D) a statement, in the form of Schedule 1.2(g), setting forth the estimated Ferrybridge Capital Expenditure Amount (the “Estimated Ferrybridge Capital Expenditure Amount”), and financial documentation supporting such estimates.
(ii) If the Estimated Adjusted Closing Net Working Capital is greater than the Target Net Working Capital, the Initial Purchase Price payable at Closing (the “Closing Purchase Price”) will be increased by the positive difference between the Estimated Adjusted Net Working Capital and the Target Net Working Capital (the “NWC Amount”).
(iii) If the Estimated Adjusted Closing Net Working Capital is less than the Target Net Working Capital, the Closing Purchase Price will be decreased by the absolute value of the NWC Amount.
(iv) The Closing Purchase Price will be increased by an amount equal to the Estimated Project Capital Expenditure Amount.
(v) If the Estimated Ferrybridge Capital Expenditure Amount is greater than the Targe...
Purchase Price Adjustment Payment. Vision 21, TCOL and ECCA acknowledge and agree that (i) Vision 21 and TCOL owe to ECCA the amount of Four Million Thirty-One Thousand Eight Hundred Seventy-Three Dollars ($4,031,873.00) plus accrued interest (the "Purchase Price Adjustment Amount") in connection with the purchase price adjustment under Section 2.03 of the Asset Purchase Agreement and (ii) Vision 21 has certain obligations with respect to certain payments owed to certain optometrists under the Partnership Agreements (as defined in the Asset Purchase Agreement"). With respect to the Asset Purchase Agreement, the Parties agree as follows:
(a) Subject to the satisfaction, in all material respects, of the covenants of the Vision 21 Companies contained in this Agreement and the transition of the G&S Optometric Practices as contemplated herein, ECCA and Vision 21 hereby agree that the aggregate debt due from Vision 21 relating to the Purchase Price Adjustment Amount shall be reduced to $1,531,873 (a reduction in the principal amount of $2,500,000), and shall then be due and payable, accruing interest at a rate of 7% per annum (such indebtedness being referred to as the "Adjusted Indebtedness"). Notwithstanding the foregoing, upon and subject to the consummation of Vision 21's restructuring of its bank credit facility on terms that do not materially adversely affect the rights of ECCA in a way that is materially different from the restructuring term sheet attached to the Agreement as EXHIBIT L, the parties agree to restructure the Adjusted Indebtedness to be payable upon the terms set forth in the attached EXHIBIT K and that concurrent with the consummation of the restructuring of the bank credit facility as contemplated herein, Vision 21 shall deliver to ECCA a convertible note, in a form reasonably satisfactory to ECCA, in accordance with the terms set forth on EXHIBIT L attached hereto.
(b) Vision 21 and ECCA each hereby affirms its obligations with respect to the Partnership Agreements (as defined in the Asset Purchase Agreement) as set forth in the Asset Purchase Agreement.
Purchase Price Adjustment Payment. Following Closing, (i) the amount, if any, by which the Closing Date Net Working Capital exceeds one hundred three percent (103%) of the Estimated Closing Date Net Working Capital shall result in a corresponding dollar-for-dollar increase in the Estimated Purchase Price, and (ii) the amount, if any, by which the Estimated Closing Date Net Working Capital exceeds one hundred three percent (103%) of the Closing Date Net Working Capital shall result in a corresponding dollar-for-dollar decrease in the Estimated Purchase Price. If the Estimated Purchase Price is adjusted as provided for in the first sentence of this Section 1.3(f), then within three (3) Business Days following the determination of the Final Closing Cash Payment, Seller will pay the amount of any decrease to the Estimated Purchase Price to Buyer or Buyer will pay the amount of any increase to the Estimated Purchase Price to Seller (as applicable), by wire transfer of immediately available funds to the account designated by the recipient.
