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:
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. ARTICLE IV
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 2.9.4.2. Key and the QSI Representatives shall jointly review the Final Balance Sheet, and endeavor in good faith to resolve all disagreements regarding the entries thereon and reach a final determination thereof within 15 days from the expiration of the 60-day period. If the parties cannot agree on the entries to be placed on the Final Balance Sheet, the dispute will be resolved by PriceWaterhouseCoopers, LLP, or if such firm is unable or unwilling to serve in such capacity, by an independent accounting firm mutually agreed to by the QSI Representatives and Key, whose resolution shall be binding on and enforceable against the parties hereto. Within 10 days of reaching the determination of the Final Balance Sheet, Key shall re-calculate the Merger Consideration pursuant to this Section 2.10. The final Merger Consideration to be received for each share of QSI Common Stock (the "Final Merger Consideration") will be that number of Key Shares equal to the result determined by (i) dividing the sum of the Final Purchase Price plus the Option/Warrant Strike Proceeds by the Key Share Price and (ii) dividing the result obtained in clause (i) by the Fully Diluted QSI Shares Outstanding. Key shall also calculate the Final Effective Price Per Share, the Final Option Spread, the Final Option Payout, the Final Warrant Spread and the Final Warrant Payout. The aggregate Final Merger Consideration to be received by each holder of the QSI Common Stock is equal to the result obtained by (x) multiplying the Final Merger Consideration by (y) the number of shares of QSI Common Stock owned by each holder of QSI Common Stock giving effect to differences between the Final Option Payout and the Option Payout and differences between the Final Warrant Payout and the Warrant Payout. Upon calculation of the Final Merger Consideration, the aggregate Final Merger Consideration for each holder of QSI Common Stock will be compared to the holder's aggregate Merger Consideration. Any and all adjustments necessary to reconcile any difference i...
Purchase Price Adjustment Payment. (a) Purchase Price for Seller’s Assets and Subsidiary Stock. The consideration for the Assets and the Subsidiary Stock (the “Purchase Price”) will be: (i) Two Million Eight Hundred Thousand Dollars ($2,800,000) for Seller’s Assets (excluding the Subsidiary Stock), (ii) plus Six Hundred Thousand Dollars ($600,000) for the Subsidiary Stock, (iii) plus the value of Seller’s Accrued Expenses as of the Closing Date as listed on Part 3.5 at Closing, (iv) adjusted upward or downward in accordance with the purchase price adjustment provisions set forth in Section 2.3(b) below, and (v) the assumption of the Assumed Liabilities.
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 2.08(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 terms of this Agreement and the Escrow Agreement, such excess. If the Adjustment Escrow Amount is insufficient to satisfy Seller’s obligations under this Section 2.08(d), then Seller shall promptly pay the remaining amount to Buyer, by wire transfer of immediately available funds to such accounts as specified by Buyer to Seller. If after release of the excess amount to Buyer, there remains any amount in the Adjustment Escrow Account, then Seller and Buyer shall instruct the Escrow Agent to promptly pay any remaining amount in such Adjustment Escrow Account to Seller.
Purchase Price Adjustment Payment. If the Purchase Price is reduced pursuant to Sections 2.4(c) and 2.4(d) on the basis of the Closing Date Balance Sheet, the Seller shall, within three Business Days after the date on which the Closing Date Balance Sheet is finally determined pursuant to this Section 2.4, cause to be released to the Buyer from the Escrow Amount an amount equal to such reduction. If the Purchase Price is increased pursuant to Sections 2.4(c) and 2.4(d) on the basis of the Closing Date Balance Sheet, the Buyer shall pay to the Seller, by wire transfer or other delivery of immediately available funds, within three Business Days after the date on which the Closing Date Balance Sheet is finally determined pursuant to this Section 2.4, an amount equal to such excess.
Purchase Price Adjustment Payment. Following Closing, (i) the amount, if any, by which the Closing Date Net Working Capital exceeds 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 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. In the event any amount owing to Buyer pursuant to this Section 1.3(f) is not paid within a ten (10) Business Day period, Buyer shall have the right (but not the obligation) to satisfy such amount at its sole discretion out of the Indemnification Escrow Amount. If Buyer elects to satisfy such amount out of the Indemnification Escrow Amount pursuant to this Section 1.3(f), Buyer and Seller shall jointly instruct the Escrow Agent in writing to distribute to Buyer out of the Indemnification Escrow Amount the amount of such decrease.
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 ESOT shall receive an adjustment to the Purchase Price of One Million Nine Hundred Thousand Dollars ($1,900,000.00), payable in cash by wire transfer to a designated account of the ESOT on or before December 29, 2000.
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.
