Purchase Price True-Up. (a) Following the Closing, the Purchase Price shall be adjusted as provided herein to reflect the difference between the Estimated Purchase Price Adjustment and the Purchase Price Adjustment, as finally determined pursuant to this Section 1.7. Within 60 days following the Closing Date, the Acquiror shall deliver to the Stockholders’ Representative the Closing Balance Sheet, the calculation of the Working Capital Adjustment, Net Cash, Transfer Taxes and Company Transaction Expenses together with a calculation of the Purchase Price Adjustment (derived from the Closing Balance Sheet and/or such other books and records of the Company and its Subsidiaries as are applicable).
(b) Subject to the execution of customary auditors’ confidentiality and liability release undertakings (covering “secret d’affaires”) by the Stockholders’ Representative on its behalf and on behalf of its representatives (including its auditors), the Acquiror shall provide the Stockholders’ Representative and its auditors with full and prompt access to the books and records and relevant personnel of the Acquiror, the Company and its Subsidiaries and their statutory auditors for the purpose of reviewing the Closing Balance Sheet, the Working Capital Adjustment, the Net Cash, the Transfer Taxes and the Company Transaction Expenses. Such access shall be (x) during normal business hours and upon reasonable advance notice, and (y) up until the final determination of the Purchase Price Adjustment. The Selling Stockholders shall use such access for the sole purpose of the determination of the Purchase Price Adjustment. In addition, the Selling Stockholders’ auditors shall have full access to the accounting books and records, work papers, schedules or additional documents prepared, used or otherwise generated by the statutory auditors of the Company and its Subsidiaries.
(c) The Closing Balance Sheet and calculation of the Purchase Price Adjustment delivered by the Acquiror to the Stockholders’ Representative shall be conclusive and binding upon all the parties to this Agreement unless the Stockholders’ Representative, within sixty (60) days after delivery thereof, notifies the Acquiror in writing that the Stockholders’ Representative disputes any of the amounts set forth therein, specifying the nature of the dispute and the basis therefor. The Stockholders’ Representative and the Acquiror shall in good faith attempt to resolve any dispute and, if they so resolve all disputes, the Closing Balance S...
Purchase Price True-Up. Subject to Section 3.2(d), within 60 days of delivery of the Purchase Price Adjustment Statement (or within 15 days of the final determination of the Purchase Price in accordance with Section 3.2(d)), (i) if the Purchase Price is less than the Cut-off Date Purchase Price, then Sellers shall pay to Purchaser an amount equal to such shortfall; and (ii) if the Purchase Price is greater than the Cut-off Date Purchase Price, then Purchaser shall pay to Sellers an amount equal to such excess (in either event, the “Adjustment Amount”). The Adjustment Amount will (A) bear simple interest from the Closing Date to the date of payment at an interest rate equal to the Fed Funds Rate per annum as published in The Wall Street Journal as of the Closing Date and (B) be paid by wire transfer of immediately available funds to an account or accounts designated by the recipient thereof.
Purchase Price True-Up. (i) Within 60 days following the Closing Date, Seller shall prepare and deliver (or cause to be prepared and delivered) to Buyer a statement with reasonable detail and supporting documentation (the “Purchase Price True Up Statement”) setting forth: (A) the aggregate amount of cash and outstanding deposits received by Seller derived from the ordinary-course operations of the Business consistent with Seller’s past practice, including the revenue generated from the Acquired Assets, TRECs and SREC-IIs (“Business Cash Inflows”) during the period beginning on October 1, 2024 and continuing through the Closing Date (such period, the “Purchase Price True Up Period”), (B) the aggregate amount of cash paid by Seller in respect of operating expenses of the Business from the arising from the ordinary-course operations of the Business consistent with Seller’s past practice, but excluding any milestone payments made under installer Contracts (“Business Cash Outflows”), during the Purchase Price True Up Period, and (C) the Purchase Price True Up. If the Purchase Price True Up is negative (i.e., the amount of Business Cash Outflows exceeds the amount of Business Cash Inflows during the Purchase Price True Up Period), then there is a deficit (a “Deficit”). If the Purchase Price True Up is positive (i.e., the amount of Business Cash Inflows exceeds the amount of Business Cash Outflows during the Purchase Price True Up Period), then there is a surplus (a “Surplus”).
Purchase Price True-Up. (a) Within 45 days after the Closing, the Company shall cause Coopers & Xxxxxxx to complete their procedures with respect to confirmation of the balances of trade accounts payable and accrued expenses at the Closing Date (the "Coopers Determination").
(b) If (i) the Company's estimate of the aggregate balance of trade accounts payable and accrued expenses at the Closing (the "Company Estimate") is less than $42,429,000 (the "Cap") and (ii) the Coopers Determination exceeds the Cap, then the Purchase Price shall be reduced post-Closing by an amount equal to 45.17% of every dollar by which the Coopers Determination exceeds the Cap. Within five business days following delivery of the Coopers Determination, the Fremont Partners shall remit such amount to the Purchasers.
(c) If (i) the Company Estimate exceeds the Cap, and (ii) the Coopers Determination exceeds the Company Estimate, then the Purchase Price shall be reduced post-Closing by an amount equal to 45.17% of every dollar by which the Coopers Determination exceeds the Company Estimate. Within five business days after the delivery of the Coopers Determination, the Fremont Partners shall remit such amount to the Purchasers.
(d) If (i) the Company Estimate exceeds the Cap and (ii) the Coopers Determination is less than the Company Estimate but greater than the Cap, then the Purchase Price shall be increased post-Closing by an amount equal to 45.17% of every dollar by which the Company Estimate exceeds the Coopers Determination. Within five business days of the delivery of the Coopers Determination, the Purchasers shall remit such amount to the Fremont Partners.
(e) If (i) the Company Estimate exceeds the Cap and (ii) the Coopers Determination is less than or equal to the Cap, then the Purchase Price shall be increased post-Closing by an amount equal to 45.17% of every dollar by which the Company Estimate exceeds the Cap. Within five business days of the delivery of the Coopers Determination, the Purchaser shall remit such amount to the Fremont Partners.
Purchase Price True-Up. Within sixty (60) Days after the end of each calendar year, AMAG shall provide to Takeda a report detailing (i) the total number of vials of Product delivered by AMAG in such calendar year, (ii) a calculation of the aggregate Purchase Price for such Product as calculated under Section 7.1, and (iii) the actual aggregate amount invoiced by AMAG and paid by Takeda for Product delivered in such calendar year. If the total amount invoiced and paid (i.e., the total amount described in the foregoing clause (iii)) is [***] (ii)), then AMAG shall invoice and Takeda shall pay [***] to AMAG in accordance with Section 7.2. If the total amount invoiced and paid (i.e., the total amount described in the foregoing clause (iii)) [***] (ii)), then AMAG shall credit [***] to the next invoice(s) issued to Takeda under Section 7.2 for Product delivered during the next calendar year until [***] is fully applied. By way of an illustrative example, [***]. Notwithstanding any other section of this Agreement, AMAG shall have the right to off-set any credits owed by AMAG to Takeda under this Section 7.3(a) in connection with [***] against (i) any amounts owed by Takeda to AMAG in connection with [***] and (ii) any amounts then owed by Takeda to AMAG against [***].
