Adjustments to the Purchase Price. As soon as practicable (but not more than five business days) after the date on which the Final Closing Balance Sheet shall have been determined in accordance with this Section 2.5.3:
(a) the Escrow Agent shall:
(i) release from the ESOP Adjustments and Claims Escrow and pay to Federal an amount in immediately available funds equal to the product of (1) the amount, if any, by which the Net Worth (after the M Street Lease Adjustment) as set forth in the Final Closing Balance Sheet is less than the amount of Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet and (2) the ESOP Percentage. The difference between any payment to Federal pursuant to this Section 2.5.3(a)(i) and the product of $2,000,000 (Two Million Dollars) and the ESOP Percentage, shall be released to the ESOP Stockholders’ Representative; and
(ii) release from the Non-ESOP Adjustments and Claims Escrow and pay to Federal an amount in immediately available funds equal to the product of (1) the amount, if any, by which the Net Worth (after the M Street Lease Adjustment) as set forth in the Final Closing Balance Sheet is less than the amount of Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet and (2) the Non-ESOP Percentage. The difference between any payment to Federal pursuant to this Section 2.5.3(a)(ii) and the product of $2,000,000 (Two Million Dollars) and the Non-ESOP Percentage shall be released to the Non-ESOP Stockholders’ Representative as Paying Agent; and
(b) Federal shall pay to:
(i) the ESOP Stockholder an amount in immediately available funds equal to the product of (1) the amount, if any, by which the Net Worth (after the M Street Lease Adjustment) as set forth in the Final Closing Balance Sheet is greater than the Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet and (2) the ESOP Percentage; and
(ii) the Non-ESOP Stockholders’ Representative, as Paying Agent, an amount in immediately available funds equal to the product of (1) the amount, if any, by which the Net Worth (after the M Street Lease Adjustment) as set forth in the Final Closing Balance Sheet is greater than the Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet and (2) the Non-ESOP Percentage; and
(c) Pursuant to Section 2.5.3(b) following payment by Federal to the ESOP Shareholder’s Representative and the Non-ESOP Stockho...
Adjustments to the Purchase Price. The Purchase Price shall be adjusted as of the Closing Date by:
(1) prorating the Closing year's real and tangible personal property taxes as of the Allocation Date (if the amount of the current year's property taxes are not available, such taxes will be prorated based upon the prior year's assessment);
(2) prorating as of the Allocation Date cash receipts and expenditures for the Shopping Center and other items customarily prorated in transactions of this sort; and
(3) subtracting the amount of security deposits, prepaid rents from tenants under the Leases, and credit balances, if any, of any tenants. Any rents, percentage rents or tenant reimbursements payable after the Allocation Date but applicable to periods on or prior to the Allocation Date shall be remitted to Seller by Buyer within thirty (30) days after receipt. Buyer shall have no obligation to collect delinquencies, but should Buyer collect any delinquent rents or other sums which cover periods prior to the Allocation Date and for which Seller have received no proration or credit, Buyer shall remit same to Seller within thirty (30) days after receipt, less any costs of collection. Buyer will not interfere in Seller's efforts to collect sums due it prior to the Closing. Seller will remit to Buyer promptly after receipt any rents, percentage rents or tenant reimbursements received by Seller after Closing which are attributable to periods occurring after the Allocation Date. Undesignated receipts after Closing of either Buyer or Seller from tenants in the Shopping Center shall be applied first to then current rents and reimbursements for such tenant(s), then to delinquent rents and reimbursements attributable to post-Allocation Date periods, and then to pre-Allocation Date periods.
Adjustments to the Purchase Price. Buyer and the Company Shareholders agree to treat any amounts payable after the Closing by the Company Shareholders to Buyer (or by Buyer to the Company Shareholders) pursuant to this Agreement as an adjustment to the Purchase Price, unless a final determination by the appropriate Taxing Authority or court causes any such payment not to be treated as an adjustment to the Purchase Price for Tax purposes.
Adjustments to the Purchase Price. The Purchase Price shall be subject to the following adjustments:
Adjustments to the Purchase Price. (a) The Purchase Price shall be adjusted according to whether the difference between the Actual Working Capital (as defined below) of the Sellers is more or less than $26,000,000. The "Actual Working Capital" shall be the sum of the book values of (i) saleable inventory, (ii) accounts and notes receivable MINUS allowance for doubtful accounts, and (iii) deposits in the nature of prepaid expenses and prepaid expenses, in each case to the extent the Buyers receive the foregoing as an Acquired Asset, as reflected on the Sellers' consolidated balance sheet as of the Closing Date (the "Closing Balance Sheet"), which shall be prepared by the Sellers in accordance with generally accepted accounting principles and consistent with past practice.
(b) The Actual Working Capital shall be determined by the Sellers and a copy of the calculation thereof (the "Working Capital Statement") shall be delivered by the Sellers to the Buyers as soon as practicable following the Closing Date, but not later than fifteen (15) calendar days thereafter. Representatives of the Buyers shall have the right to participate with the representatives of the Sellers in the process of preparing the Closing Balance Sheet and the Working Capital Statement and shall have access to all data, schedules and work papers used by the Sellers in preparing the Working Capital Statement.
(c) The determination of Actual Working Capital shall become final and binding upon the parties on the thirtieth (30th) calendar day following receipt thereof by the Buyers unless the Buyers deliver written notice of their disagreement ("Notice of Disagreement") to the Sellers prior to such date in accordance with SECTION 13.3 hereof. Any Notice of Disagreement shall specify the amounts set forth on the Working Capital Statement with which the Buyers disagree. If a Notice of Disagreement is sent by the Buyers, then the Actual Working Capital (as recalculated in accordance with clause (x) or (y) below) shall become final and binding upon the parties on the earlier of (x) the date the parties hereto resolve in writing any differences they have with respect to any matter specified in the Notice of Disagreement or (y) the date any disputed amounts are finally determined in accordance with the balance of this paragraph. During the thirty (30) day period following the delivery of a Notice of Disagreement, the Sellers and the Buyers shall seek in good faith to resolve in writing any differences which they may have with respect t...
Adjustments to the Purchase Price. Adjustments to the Purchase Price shall be made according to this Section 2.04.
Adjustments to the Purchase Price. As soon as practicable (but not more than five Business Days) after the date on which the Final Closing Statements shall have been determined in accordance with this Section 2.2.4, (a) Sellers’ Representative (on behalf of Sellers) shall pay to Buyer by wire transfer the amount, if any, by which the adjustments to the Purchase Price pursuant to Section 2.2.4.5 result in a net decrease of the Purchase Price, which shall constitute an immediate decrease of the Purchase Price in such amount, or (b), as the case may be, Buyer shall pay to Sellers, the amount, if any, by which the adjustments to the Purchase Price pursuant to Section 2.2.4.5 result in a net increase of the Purchase Price, which shall constitute an immediate increase of the Purchase Price in such amount.
Adjustments to the Purchase Price. As soon as practicable (but not more than five business days) after the date on which the Final Closing Balance Sheet shall have been determined in accordance with this Section 2.8, (a) Arrow shall pay to Acquisition Sub in immediately available funds the amount, if any, by which the Net Tangible Asset Value on the Final Closing Balance Sheet is less than $50,000,000 (Fifty Million Dollars), or (b) Acquisition Sub shall pay to Arrow in immediately available funds the amount, if any, by which the Net Tangible Asset Value on the Final Closing Balance Sheet is greater than $60,000,000 (Sixty Million Dollars); provided, that no payment made pursuant to this Section 2.8.5 shall exceed the amount of $10,000,000 (Ten Million Dollars). Any payment made pursuant to this Section 2.8.5 shall constitute an immediate adjustment of the Purchase Price in such amount. For the avoidance of doubt, the existence or possible existence of any adjustment to the Purchase Price, Objection, pendency or resolution of any dispute pursuant to this Section 2.8 or any issue pertaining to the Closing Balance Sheet shall not in any way impact, hinder, prevent or otherwise delay Crossbow’s obligation to consummate the transactions contemplated in the Merger Agreement.
Adjustments to the Purchase Price. (a) The Purchase Price shall be increased by the following amounts:
(i) all capital expenditures (other than expenditures for Environmental Compliance Deficiencies set forth on the Environmental Statement (each as hereinafter defined)) reasonably paid or incurred by Sellers or their affiliates that are attributable to the Assets and attributable to the period of time from and after 12:00 a.m., Houston, Texas time on the date of this Agreement to the Effective Time (as hereinafter defined); provided that any individual non-emergency capital expenditure in excess of $30,000 that is not listed on Schedule 6.2(b) must have received the prior written approval of Buyer, which approval shall not be unreasonably withheld, in order for such capital expenditure to be included in such adjustment;
(ii) the market value of liquid hydrocarbons, if any, in tanks or storage included in the Assets as of the Effective Time which can be measured or reasonably estimated;
(iii) the amount, if any, expended by Sellers as the cost to cure any Title Defect (as hereinafter defined) up to the amount of the deductible provided for in Section 9.3(b), for which Buyer is responsible; and
(iv) any other amount provided for in this Agreement or agreed upon in writing by Buyer and Sellers.
(b) The Purchase Price shall be decreased by the following amounts:
(i) any amount agreed upon in writing by Buyer and Sellers;
(ii) any amount agreed upon in writing by Buyer and Sellers pursuant to Section 10.1(b)(i) as the remaining cost of any incomplete or remaining corrective projects; and
(iii) any other amount provided for in this Agreement or agreed upon in writing by Buyer and Sellers.
(c) The adjustments described in Sections 2.3(a) and (b) are hereinafter referred to as the "Purchase Price Adjustments".
Adjustments to the Purchase Price. (a) The Purchase Price to be paid at Closing shall be decreased by one dollar for each dollar that the Estimated Effective Date Net Book Value is less than the Bid Net Book Value, and shall be increased by one dollar for each dollar that such Estimated Effective Date Net Book Value is greater than the Bid Net Book Value.
(b) The Purchase Price shall be then further decreased by one dollar for each dollar that the Final Effective Date Net Book Value is less than the Estimated Effective Date Net Book Value, and shall be further increased by one dollar for each dollar that such Final Effective Date Net Book Value is greater than the Estimated Effective Date Net Book Value. Since the close of business on the Effective Date, the Company will operate its Business for the benefit of the Buyer and, accordingly, the Company and the Stockholders shall not declare any dividends with respect to the Company's cash or cash equivalents or otherwise remove any cash or cash equivalents from the Company after the Effective Date.
(c) Prior to the Closing, the Stockholders shall deliver to Buyer the Estimated Effective Date Balance Sheet. Closing of the transactions contemplated by this Agreement shall constitute the parties' agreement as to the Estimated Effective Date Net Book Value reflected therein except as such Estimated Effective Date Net Book Value may be adjusted as provided in this Section 2.03. Within 90 days of the Closing Date, Buyer shall deliver to the Stockholders: the Final Effective Date Balance Sheet dated as of the Effective Date; a calculation of the Final Effective Date Net Book Value and any adjustment to the Purchase Price required under subsection (b). Subject to subsection (d) below, if the Final Effective Date Net Book Value is less than the Estimated Effective Date Net Book Value, the Stockholders shall each pay such Stockholder's Pro Rata Share of such difference to Buyer in accordance with the terms of subsection (e) below. Subject to subsection (d) below, if the Final Effective Date Net Book Value is greater than the Estimated Effective Date Net Book Value, Buyer shall pay to each Stockholder such Stockholder's Pro Rata Share of such difference in accordance with the terms of subsection (e) below.
(d) In the event that the Stockholders dispute the calculation of the Final Effective Date Net Book Value, the Stockholders shall notify Buyer in writing of such dispute and the basis therefor within ten days of the Stockholders' receipt of the Final E...
