Reduction of Purchase Price. Any monetary compensation received by the Purchaser as a result of any Claim must be in reduction and refund of the Purchase Price.
Reduction of Purchase Price. All indemnification payments made pursuant to this Article VIII will be adjustments to the Purchase Price.
Reduction of Purchase Price. (a) As promptly as practicable, but in any event not later than sixty (60) days after the Closing the Seller shall cause to be prepared and delivered to the Buyer, an audited, balance sheet of Suburban as of 12:01 a.m. on the Closing Date (the "Closing Balance Sheet"), setting forth the Working Capital of Suburban as at the Closing Date and the monthly average Working Capital for the twelve months ended February 28, 1998 (the "Statement of Working Capital"). The Closing Balance Sheet shall be prepared in accordance with Section 1.2, other than non-GAAP items specifically required by this Agreement (such as treatment of workers' compensation reserves and liabilities pursuant to Section 7.7), and shall be audited by the Seller's independent certified public accountants but shall contain no assets, accruals or reserves relating to the entities the subject of the Divestiture or otherwise relating to the Company or any Affiliate of the Company other than Suburban. The Seller represents and warrants to the Buyer that as at the Closing Date the Company and its Subsidiaries other than Suburban have no liabilities which are not fully covered by cash and cash equivalents (which include for this purpose, any obligation of the Seller for money owed to the Company or any of its Subsidiaries) held by the Company and its Subsidiaries other than Suburban on and after the Closing Date.
(b) Subject to subsection (c) below, within fifteen (15) days after delivery to the Buyer of the Closing Balance Sheet and the Statement of Working Capital pursuant to subsection (a) above, the Seller agrees to pay to the Buyer (i) the amount, if any, by which average Working Capital for the twelve months ended February 28, 1998 exceeds the Working Capital on the Closing Balance Sheet, plus (ii) interest on the amounts computed pursuant to clause (i) above at the Base Rate for the period from the Closing Date to the date of payment in full of such amount (the amounts payable pursuant to clauses (i) and (ii) are hereinafter referred to collectively as the "Purchase Price Adjustment"). Payments, if any, by the Seller pursuant to the preceding sentence shall be made by wire transfer of immediately available funds to an account or accounts designated by the Buyer. The parties shall treat any payment made pursuant to this Section 2.3(b) as an adjustment to the Purchase Price for all purposes.
(c) If the Buyer in good faith disagrees with the Closing Balance Sheet or the Statement of Working Capit...
Reduction of Purchase Price. Any amounts payable pursuant to this deed shall be deemed to constitute a reduction in the Consideration.
Reduction of Purchase Price. 7 2.4 Closing........................................................ 8 SECTION III
Reduction of Purchase Price. (a) (i) In the event any of the representations and warranties of the Company specified in Section 5.3(b) are not true as of the Closing and such condition is not waived by Buyer, and except for the items listed on Schedule 3.3(a), and as otherwise provided in 3.3(a)(Iv) and (v), the Purchase Price shall be reduced to the extent the cost to repair or replace any defective, damaged, malfunctioning or missing items included in the Sale Assets exceeds, in the aggregate, $50,000. Provided however that in no event shall the reduction in purchase price hereunder exceed $250,000, unless otherwise agreed to in writing by Company and Buyer.
Reduction of Purchase Price. Any indemnification amounts payable --------------------------- by the Sellers pursuant to this Article X shall be deemed to be a reduction in --------- the Purchase Price.
Reduction of Purchase Price. Any payment made by a Seller to the Buyer in respect of any of the Warranties shall, to the extent possible, be deemed to be a reduction in that part of the Purchase Price paid to the Seller in question.
Reduction of Purchase Price. Notwithstanding anything herein contained, the Stock Consideration and the Non-Compete Consideration shall be reduced by [**] ([**]), or [**] shares in the case of the Stock Consideration, in the event that Xx. Xxxxxx
Reduction of Purchase Price. The Purchase Price (as that term is defined in Section 2.A. of the Purchase Agreement) shall be reduced by Fifty-One Thousand Five Hundred Twenty-Nine and 30/100 Dollars ($51,529.30) per day for each day from December 3, 2011 until the Closing Date, both days inclusive; provided, however, that if the Closing Date does not occur within two (2) business days following the date on which Seller delivers written notice to Buyer that Seller is prepared to effectuate the Closing (such date, the “Seller Closing Notice Date”), and such failure to close is the result of Buyer's default, the foregoing Purchase Price reduction shall only apply for each day from December 3, 2011 until the date that is two (2) business days after the Seller Closing Notice Date, both days inclusive.
