Revenue Adjustment. The Purchase Price shall be decreased if the product of four times the aggregate revenues from the Business, as reported on the monthly profit and loss statements for the Business for the three full consecutive calendar months most recently completed prior to the Closing Date, less any portion of such revenues attributable to the Excluded Assets (the "Adjusted Annualized Closing Revenues"), are less than $8,054,100. Any decrease in the Purchase Price in accordance with this Section 1.4.3(b) shall be equal to the difference between the Adjusted Annualized Closing Revenues and $8,054,100 multiplied by 400% (the "Revenue Adjustment"); provided, that the Purchase Price shall not be decreased pursuant to this Section 1.4.3(b) to the extent that the Maximum Adjustment Amount shall have been reached.
Revenue Adjustment. In the event the revenue reported in the Company’s annual report for the year ended December 31, 2016, filed by March 31, 2017, is less than $20,000,000, then the Exercise Price will be reduced by a percentage equal to the percentage by which such reported revenue is less than $20,000,000. For example, if the Company reports revenue of $16,000,000 for fiscal year 2016, then the Exercise Price then in effect will be reduced by twenty percent (20%).
Revenue Adjustment. The Purchase Price shall be decreased if the product of four times the aggregate revenues from the Business, as reported on the monthly profit and loss statements for the Business for the three full consecutive calendar months most recently completed prior to the Closing Date, less any portion of such revenues attributable to the Excluded Assets (the "Adjusted Annualized Closing Revenues"), are less than $__________. Any decrease in the Purchase Price in accordance with this Section 1.4.3(b) shall be equal to the difference between the Adjusted Annualized Closing Revenues and $__________ multiplied by 400% (the "Revenue Adjustment"); provided, that the Purchase Price shall not be decreased pursuant to this Section 1.4.3(b) to the extent that the Maximum Adjustment Amount shall have been reached.
Revenue Adjustment. The Purchase Price shall be adjusted (a) downward by an amount equal to all revenues, proceeds, and other monies received by Seller attributable to the ownership or operation of the Subject Assets after November 1, 2009 and (b) upward by an amount equal to all revenues, proceeds and other monies received by Buyer attributable to the ownership or operation of the Subject Assets prior to the close of business on November 1, 2009.
Revenue Adjustment. (a) Following Closing, Parent and the Shareholder Representative shall determine and agree on, following the procedures described in subsections (c), (d), (e) and (f) of this Section 7.5, the Company's Annualized Additional Revenues.
(b) If Measured Revenues are $16,000,000 or more, there shall not be any adjustment to the aggregate Merger Consideration. If Measured Revenues are less than $16,000,000, the aggregate Merger Consideration shall be reduced by an amount equal to the product of (i) $16,000,000 less the amount of Measured Revenues multiplied by (ii) 3.375. This adjustment shall be made in accordance with Section 7.6.
(c) Parent shall prepare a schedule of Annualized Additional Revenues (the "Revenues Schedule") no later than 45 days after the expiration of the Measurement Period and promptly furnish a copy to the Shareholder Representative.
(d) If the Shareholder Representative accepts Parent's Revenues Schedule, or if the Shareholder Representative fails to give Notice to Parent of any objection within 30 days after receipt of a copy of such schedule, Parent's Revenues Schedule shall become binding.
(e) If the Shareholder Representative gives Notice to Parent of an objection to Parent's Revenues Schedule within 30 days after receipt of a copy thereof, Parent and the Shareholder Representative shall attempt in good faith to resolve their differences. In this regard, Parent shall make copies of all relevant Books and Records, workpapers and other information available to the Shareholder Representative and his accounting representatives. If Parent and the Shareholder Representative are able to resolve all of their differences, Parent's Revenues Schedule, as modified to reflect the resolution of the differences between Parent and the Shareholder Representative, shall become binding.
(f) If Parent and the Shareholder Representative are unable to resolve all of their differences within 30 days after the Shareholder Representative gives Notice to Parent of an objection to Parent's Revenues Schedule, Parent and the Shareholder Representative shall submit any disputed items to a mutually acceptable accounting firm for a determination of the correct amounts; provided, however, that in the event that Parent and the Shareholder Representative are not able to agree upon a mutually acceptable accounting firm within 10 calendar days of the date on which both such parties become aware of such dispute, Parent shall select an accounting firm that is not the regul...
Revenue Adjustment. The Purchase Price shall be adjusted: (a) downward by an amount equal to all revenues, proceeds, and other monies received by Seller or any of its Affiliates and attributable to the ownership or operation of the Assets on and after the Effective Date, including any such amounts received under the C&O Agreement; and (b) upward by an amount equal to all revenues, proceeds, and other monies received by Buyer or any of its Affiliates and attributable to the ownership or operation of the Assets prior to Effective Date, including any such amounts received under the C&O Agreement.
Revenue Adjustment. (a) In addition to the Transaction Consideration payable to Seller at the Closing, Purchaser shall pay to Seller an additional amount equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) (the “Contingent Consideration”) less (i) the amount of the
Revenue Adjustment. The Cash Portion shall be adjusted as follows: (i) in the event that the Prepaid Revenue exceeds the PPP Arrears (as defined below), the Cash Portion shall be reduced by an amount equal to such excess (and Seller shall immediately deliver payment therefor by check or wire transfer; provided, however, to the extent such excess exceeds the Cash Portion, such excess shall be offset against sums payable (including principal and interest accrued thereon) under the Contingent Note); or (ii) in the event that the Prepaid Revenue is less than the PPP Arrears, the Cash Portion shall be adjusted upward by an amount equal to such deficiency.
Revenue Adjustment. The Purchase Price shall be adjusted (the "Revenue Adjustment") upward or downward by $45 (or the applicable lesser multiple of Net Monthly Recurring Revenue paid for Newly Acquired Accounts) for each $1 that Net Monthly Recurring Revenue (as used in Section 1.2.1(a)) from active customers of Protective on the Closing Date was more or less than the amount of Net Monthly Recurring Revenue (as used in Section 1.2.1(a)) certified by Sellers on the Closing Date. A customer shall be considered active on the Closing Date only if either (i) it is not more than 90 days past due as to any invoice from Protective for Net Monthly Recurring Revenue or (ii) it is more than 90 days past due as to any invoice from Protective for Net Monthly Recurring Revenue and at least one payment of Net Monthly Recurring Revenue has been received from such customer between the Closing Date and the Adjustment Date.
Revenue Adjustment. (i) Prior to Closing, Parent shall prepare and deliver to Purchaser a good faith estimate of the Revenue Adjustment Amount as of the Closing Date (the "Estimated Revenue Adjustment Amount").
(ii) Within sixty (60) Business Days after Closing, Parent shall prepare and deliver to Purchaser a good faith calculation of the Revenue Adjustment Amount (the "Revenue Calculation").
(iii) After Purchaser's receipt of the Revenue Calculation, the Revenue Adjustment Amount shall be finalized by utilizing the same procedures and mechanics used to finalize Working Capital pursuant to Sections 2.4(b)(iv) and (v) above.
(iv) If the Revenue Adjustment Amount as finally determined is more than the Estimated Revenue Adjustment Amount, then Purchaser shall submit a claim for such excess against the PPA Amount, if any, then being held pursuant to the Escrow Agreement. If the PPA Amount is insufficient to cover the amounts due under this Section 2.4(c)(iv), then the Seller Parties shall pay to Purchaser such amounts due under this Section 2.4(c)(iv) and not covered by the PPA Amount. Any payment under this Section 2.4(c)(iv) shall be made within two (2) Business Days after the claim therefor is delivered to Parent in accordance with this Section 2.4(c)(iv).
(v) If the Revenue Adjustment Amount as finally determined is less than the Estimated Revenue Adjustment Amount, then Parent shall submit a claim to Purchaser for the amount equal to the amount by which the Estimated Revenue Adjustment Amount is more than the Revenue Adjustment Amount. Any payment under this Section 2.4(c)(v) shall be made within two (2) Business Days after the claim therefor is delivered to Purchaser in accordance with this Section 2.4(c)(v).
(vi) During the preparation of the Revenue Calculation and the period of any review or dispute within the contemplation of this Section 2.4(c), each of the Parties shall (i) provide the other and their authorized representatives (including their respective auditors) with reasonable access at reasonable times, and in a manner so as not to interfere in any material respect with normal business operations, to all relevant books, records, work papers, information and employees, and (ii) cooperate fully for the preparation, calculation and reviews of the Revenue Calculation or for the resolution of any dispute relating thereto.
