Purchase Price Adjustments Clause Samples
The Purchase Price Adjustments clause defines how the final purchase price in a transaction may be modified after the initial agreement. Typically, this clause outlines mechanisms for adjusting the price based on factors such as changes in working capital, inventory levels, or outstanding debts at the time of closing. For example, if the seller’s actual working capital at closing is higher or lower than a pre-agreed target, the purchase price is increased or decreased accordingly. The core function of this clause is to ensure that the buyer pays a fair price that accurately reflects the value of the business at closing, thereby preventing disputes over unexpected financial changes between signing and completion.
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Purchase Price Adjustments. (a) The Parties agree that, so long as any distributions made are reflected in Closing Working Capital and in any adjustments to the Purchase Price under Section 1.4(c), the Seller shall have the right, at or prior to the Closing, to cause the Company to distribute cash to the Seller or its Affiliates, by one or more dividends and/or other distributions.
(b) Within 90 calendar days following the Closing, the Buyer shall prepare, or cause to be prepared, and deliver to the Seller a statement (the “Closing Statement”), in accordance with the Accounting Principles, which shall include (i) a balance sheet of the Company as of the Closing Date, (ii) a calculation of the total Working Capital of the Company as of the Closing Date (the “Closing Working Capital”), (iii) a calculation of the Working Capital Deficit or the Working Capital Excess, as the case may be (which, for the avoidance of doubt, shall include the Buyer’s calculation of the Target Working Capital), (iv) a calculation of Closing Cash, (v) a calculation of Closing Indebtedness, (vi) a calculation of Transaction Expenses and (vii) the Buyer’s determination of the final Purchase Price (the “Final Purchase Price”) resulting therefrom. For purposes of the Buyer’s preparation of the Closing Statement, the Seller shall make available or provide reasonable access to the Buyer and its Representatives, upon advance notice and during normal business hours, all information, books, records, data and working papers created or used in connection with the preparation of the Estimated Working Capital Certificate, to the extent not in the possession of the Company or the Buyer. The Seller shall have a period of 30 calendar days after delivery of the Closing Statement to review (and cause the Seller’s auditors to review) such documents and make any objections it may have in writing to the Buyer. For purposes of the Seller’s evaluation of the Closing Statement, the Buyer shall, and shall cause the Company to, make available or provide reasonable access to the Seller and its Representatives, upon advance notice and during normal business hours, all information, books, records, data and working papers created or used in connection with the preparation of the Closing Statement; and shall permit reasonable access, upon advance notice and during normal business hours, to the facilities and personnel of the Company as may be reasonably requested by the Seller and its Representatives to analyze the Closing Statement. If th...
Purchase Price Adjustments. The Purchase Price will be adjusted as follows to reflect the allocation of expenses and revenues attributable to the Property as of the Effective Time such that Seller shall bear all expenses and receive all the proceeds related to the Property before the Effective Time and Buyer shall bear all expenses and receive all the proceeds related to the Property after the Effective Time, provided, however, that for the purposes of this Section 3 only the Property shall not include the Carry W▇▇▇▇ and Farmout W▇▇▇▇ as such terms are defined in the Carry Agreement and Farmout Agreement, and the costs and expenses associated with such w▇▇▇▇. No less than five business days before Closing, Buyer will submit for Seller’s review and approval a preliminary settlement statement identifying estimates of all such adjustments.
A. The Purchase Price will be adjusted upward by: (i) all proceeds attributable to the operation of the Property not yet received by Seller to the extent they are attributable to times before the Effective Time including proceeds for volumes of hydrocarbons stored at the Effective Time in stock tanks, pipelines or other storage; (ii) all operating and capital expenses including any prepaid expenses, rentals, cash calls, and advances for expenses not yet incurred and actually paid by Seller with respect to the operation of the Property after the Effective Time (and including any capital expenses relating to times prior to the Effective Time if such expenses have not as of the date of this Agreement already been billed to Seller) and, (iii) any property taxes and excise, severance and other taxes attributable to the Property or on or measured by the production therefrom (collectively “Production Taxes”) paid by Seller, to the extent relating to times on and after the Effective Time, based upon the assessment rates for the most recent calendar year or other time period then available.
B. The Purchase Price will be adjusted downward by: (i) all proceeds attributable to the operation of the Property received by Seller to the extent they are attributable to times after the Effective Time including proceeds for volumes of hydrocarbons stored in stock tanks, pipelines or other storage ; and (ii) any Production Taxes paid by Buyer, to the extent relating to times prior to the Effective Time, based upon the assessment rates for the most recent calendar year or other time period then available; and, any other decreases in the Purchase Price pursuant to Section ...
Purchase Price Adjustments. In case at any time and from time to time the Company shall issue any shares of Common Stock or Derivative Securities convertible or exercisable for shares of Common Stock (the number of shares so issued, or issuable upon conversion or exercise of such Derivative Securities, as applicable, being referred to as "Additional Shares of Common Stock") for consideration less than the then Market Price at the date of issuance of such shares of Common Stock or such Derivative Securities, in each such case the Conversion Price shall, concurrently with such issuance, be adjusted by multiplying the Conversion Price immediately prior to such event by a fraction: (i) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus the number of shares of Common Stock that the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued would purchase at the Market Price and (ii) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of Additional Shares of Common Stock plus the number of such Additional Shares of Common Stock so issued or sold.
Purchase Price Adjustments. The Original Purchase Price shall be -------------------------- subject to adjustment as follows:
Purchase Price Adjustments. (a) Not more than fifteen (15) and not less than five (5) Business Days prior to the Closing Date, Parent shall deliver to Purchaser a statement (the “Transaction Statement”) that contains Parent’s reasonable good faith estimates of (i) the Closing Working Capital (including all of the components thereof) prepared in accordance with the Calculation Principles (the “Estimated Closing Working Capital”), (ii) the Closing Business Debt (the “Estimated Closing Business Debt”), (iii) the Closing Transaction Expenses (the “Estimated Closing Transaction Expenses”), (iv) the Change of Control Payments (the “Estimated Closing Change of Control Payments”), (v) the Project Contributions (the “Estimated Project Contributions”), (vi) the Chinese DBFO Proceeds (the “Estimated Chinese DBFO Proceeds”), (vii) the Dalriada DBFO Proceeds (the “Estimated Dalriada DBFO Proceeds”) and (viii) the Other DBFO Proceeds (the “Estimated Other DBFO Proceeds”).
(b) The Base Purchase Price shall be subject to adjustment at the Closing as follows:
(1) If the Estimated Closing Working Capital is greater than the Reference Amount, the Base Purchase Price shall be increased by such excess.
(2) If the Estimated Closing Working Capital is less than the Reference Amount, the Base Purchase Price shall be reduced by such deficit.
(3) The Base Purchase Price shall be reduced by the amount of the Estimated Closing Business Debt, if any.
(4) The Base Purchase Price shall be reduced by the amount of the Estimated Closing Transaction Expenses, if any.
(5) The Base Purchase Price shall be reduced by the amount of the Estimated Closing Change of Control Payments, if any.
(6) If the Business’s land improvements relating to the DBFO project in the City of Beverly Hills, California (the “▇▇▇▇▇▇▇ Hills DBFO Assets”) are sold back to the City of ▇▇▇▇▇▇▇ Hills prior to the Closing, the Base Purchase Price shall be reduced by Eighteen Million Four Hundred Thousand Dollars ($18,400,000); provided that such transaction is closed and all funds related thereto are transferred to Parent (whether directly or indirectly) prior to the Closing; provided further that if (A) there is a fully executed definitive purchase agreement, but such transaction has not closed prior to the Closing then (B) the Base Purchase Price shall be reduced by Eighteen Million Four Hundred Thousand Dollars ($18,400,000) unless Purchaser or any Purchased Company shall be irrevocably entitled to receive the proceeds from the transaction.
(7) If...
Purchase Price Adjustments. As partial --------------------------------------------------- security for the indemnity provided for in Section 7.3 and the Purchase Price Adjustments provided for in Section 1.10, (i) at the Effective Time, the Company Shareholders will be deemed to have received and deposited with the Escrow Agent (as defined in Section 1.6(e)(iii) above) the Escrow Amount (plus any additional shares that may be issued upon any stock split, stock dividend or recapitalization effected by Parent after the Effective Time) without any act of any Company Shareholder. On and after the Effective Time, the Escrow Amount shall form an escrow fund (the "Escrow Fund") to be governed by the terms set ----------- forth herein at Parent's cost and expense. The Escrow Agent may execute this Agreement following the date hereof and prior to the Effective Time, and such later execution, if so executed after the date hereof, shall not affect the binding nature of this Agreement as of the date hereof between the other signatories hereto. The portion of the Escrow Amount contributed on behalf of each Company Shareholder shall be the pro rata amount calculated pursuant to Section 1.6(a) of this Agreement. In addition to seeking indemnification under Section 7.3 from the Escrow Fund and setting off amounts from the Purchase Price Adjustment, Parent may, in its discretion, seek indemnification for Losses directly from the Principal Shareholders, but only after first proceeding against the Escrow Fund so long as it exists and is not subject to other claims. Parent may not receive any shares from the Escrow Fund (other than as a Purchase Price Adjustment) unless Officer's Certificates (as defined in subsection (d) below) identifying losses, the aggregate of which exceed 2% of the Original Purchase Price, have been delivered to the Shareholder Representative (as defined below) and the Escrow Agent as provided in paragraph (d) below. The Company Shareholders shall not have any right of contribution from the Company with respect to any Loss claimed after the Effective Time by Parent or Sub.
Purchase Price Adjustments. To the extent permitted by Law, any amounts payable under Section 12.2 or Section 12.3 shall be treated by the parties hereto as an adjustment to the Purchase Price.
Purchase Price Adjustments. The amount of the Purchase Price payable pursuant to this Agreement shall be adjusted as follows:
(1) Consistent with its obligation to maintain its business in the Ordinary Course of Business, Seller shall maintain the level of Inventory at the Supermarkets (determined on a stock ledger basis consistent with past practice as set forth on Worksheet 2 (“Inventory by Borrower”) of the Seller’s “Form of Borrowing Base Certificate” under the caption “stock ledger inventory” an example of which is attached hereto as Exhibit 5.1(h)(1))), and any decrease in the value of such Inventory as of the Closing Date, below $38,000,000 shall result in a dollar-for-dollar reduction of the Purchase Price, and any increase in the value of such Inventory, above $40,000,000 shall result in a dollar-for-dollar increase in the Purchase Price.
(2) If prior to Closing the Acquired Assets become subject to damage or other casualty, whether or not covered by insurance, in an amount in excess of $1,000,000, the excess of the aggregate amount of such damage or other casualty over $1,000,000 shall result in a dollar-for-dollar reduction of the Purchase Price.
(3) In the event the Bankruptcy Sale Order does not contain the provision required under Section 3.2(b)(xv) hereof, and a lessor in respect of any Acquired Contract does not (i) consent to Buyer’s re-branding and identification of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) waive any restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarket for the purposes of selling, remodeling, altering or renovating the subject premises, Buyer may designate such lease as an Excluded Asset and the Purchase Price shall be reduced in an amount agreed to by the parties.
Purchase Price Adjustments. (a) After Closing, each Party shall cooperate and shall provide the other Party and its Representatives access to the books, records and employees of the Acquired Companies (other than the Excluded Records) as are reasonably requested by the requesting Party and directly related to the matters addressed in this Section 2.6. Within three (3) Business Days prior to the expected Closing Date, (i) Seller shall in good faith determine the Reimbursable Capital Expenditures Estimate, NWC Estimate, the Hydrocarbon Inventory Estimate, the Indebtedness Estimate, and the Transaction Expenses Estimate, in each case, consistent with the requirements in this Agreement, and shall provide Buyer with notice of such determinations and (ii) Buyer shall in good faith determine the Tax Insurance Policy Costs Estimate, consistent with the requirements in this Agreement, and shall provide Seller with notice of such determination. The existence of any such dispute with respect to the NWC Estimate, the Hydrocarbon Inventory Estimate, the Indebtedness Estimate, the Transaction Expenses Estimate, and the Tax Insurance Policy Costs Estimate shall not delay or otherwise affect the Closing, it being understood that the respective amounts determined by each of Seller and Buyer pursuant to this Section 2.6(a) shall be used for purposes of determining the amount to be paid by Buyer pursuant to Section 2.5(a).
(b) Within seventy five (75) days after the Closing Date, Buyer shall in good faith determine the actual Reimbursable Capital Expenditures, Net Working Capital, Hydrocarbon Inventory Amount, Closing Indebtedness, Closing Date Transaction Expenses, and Tax Insurance Policy Costs and shall provide Seller with notice of such determinations, along with reasonable supporting information and calculations (the “Adjustment Determination”).
(c) If the Adjustment Determination (as agreed between the Parties or as determined in accordance with Section 2.7) is (i) greater than the Estimated Adjustment, then Buyer shall pay (or cause to be paid) to Seller within five (5) Business Days after such amounts are so agreed or determined, by wire transfer of immediately available funds to an account or accounts designated by Seller, the amount of such difference or (ii) less than the Estimated Adjustment, then Seller shall pay (or cause to be paid) to Buyer, within five (5) Business Days after such amounts are agreed or determined, by wire transfer of immediately available funds to an account designated...
Purchase Price Adjustments. (a) Not less than five (5) Business Days prior to the anticipated Closing Date, the Sellers shall prepare in good faith and deliver to Purchaser a written statement (the “Estimated Closing Statement”) setting forth (i) the Sellers’ good faith estimate of Closing Cash (“Estimated Closing Cash”), (ii) the Sellers’ good faith estimate of Closing Working Capital (“Estimated Closing Working Capital”), (iii) the Sellers’ good faith estimate of Closing Indebtedness (“Estimated Closing Indebtedness”), (iv) the Sellers’ good faith estimate of Transaction Expenses (the “Estimated Transaction Expenses”), together with the identity of each payee, the dollar amounts owed and, other than with respect to any amounts to be paid through the payroll of the Companies or the Seller Group, a valid and duly executed Internal Revenue Service Form W-9 for each Seller (or, if a Seller is disregarded from its owner for U.S. federal income tax purposes, from such Seller’s regarded owner), invoice and wire instructions from each such payee, (v) the Sellers’ good faith estimate of the 2026 Adjustment Amount (the “Estimated 2026 Adjustment Amount”), (vi) the Sellers’ good faith estimate of the 2025 Enablement Adjustment Amount (the “Estimated 2025 Enablement Adjustment Amount”), (vii) the Pre-2025 Enablement Adjustment Amount (the “Estimated Pre-2025 Enablement Adjustment Amount”) and (viii) the Initial Closing Date Amount. The Estimated Closing Statement shall be prepared in accordance with the terms and definitions set forth in this Agreement and the Accounting Principles (to the extent applicable) and this Section 2.6 and shall include a reasonably detailed summary of the calculations made to arrive at, and reasonable supporting documentation for, such amounts.
(b) Within one-hundred twenty (120) calendar days after the Closing Date, the Sellers shall prepare in good faith and deliver to Purchaser a statement (the “Closing Statement”) setting forth (i) Closing Cash, (ii) Closing Working Capital, (iii) Closing Indebtedness, (iv) Transaction Expenses, (v) the 2026 Adjustment Amount, (vi) the 2025 Enablement Adjustment Amount, (vii) the Pre-2025 Enablement Adjustment Amount and (viii) the Final Purchase Price, in each case setting forth the components and calculations thereof together with reasonable supporting documentation for such amounts. The Closing Statement shall be prepared in accordance with the terms and definitions set forth in this Agreement and the Accounting Principles (t...