Purchase Price Adjustment. (a) As soon as reasonably practicable, following each Closing Date, Purchaser shall prepare, or shall cause to be prepared, a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was prepared in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaser) (the “Accounting Expert”) to (i) audit the Final Closing Statement and issue a report thereon, and (ii) certify in writing to Parent and Purchaser that such audit was conducted in accordance with the terms hereof, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in d...
Purchase Price Adjustment. Sellers and Buyers shall jointly, within sixty (60) calendar days after the Closing Date, prepare (i) a consolidated balance sheet of Sellers as of the Closing Date, (ii) a consolidating balance sheet of Sellers as of the Closing Date, and (iii) a balance sheet of each Seller as of the Closing Date (the "Closing Balance Sheets"). For Purchase Price adjustment considerations, the Closing Balance Sheets shall be prepared on a consistent basis with the accounting practices and procedures applied by Sellers in the preparation of the Interim Balance Sheet and, for purposes of this Section 3.01(b), in the absence of manifest error (which shall not include any matters relating to practices and procedures applied by Sellers in preparing the Interim Balance Sheet), the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between the date of the Interim Balance Sheet and the date of the Closing Balance Sheet. In the event of a dispute between the parties regarding the preparation of the Closing Balance Sheets, which dispute cannot be reconciled by the mutual agreement of the parties within fifteen (15) business days after one of the parties has notified the other party thereof, the parties shall together select a mutually acceptable Big Six public accounting firm (which shall be unrelated to, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination of the disputed item or items consistent with the criteria set forth in this Section 3.01(b). Such independent determination shall (in the absence of fraud, bad faith, undue influence, or the like, or manifest error) be final and binding on all of the parties hereto. All fees, costs and expenses incurred in retaining such independent accounting firm shall be paid in equal shares by Buyers and Sellers. Within ten (10) calendar days after (i) the completion of mutually agreed upon Closing Balance Sheets or (ii) the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment shall be paid by the parties:
Purchase Price Adjustment. The Purchase Price shall be subject to adjustment as follows:
Purchase Price Adjustment. 10 1.16 Withholding ......................................................................................................... 13
Purchase Price Adjustment. Following the Closing, the Purchase Price will be adjusted as set forth below:
Purchase Price Adjustment. In the event that the Company issues or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities (other than shares or options issued or which may be issued pursuant to the Company's employee or director option plans or shares issued upon exercise of options, warrants or rights outstanding on the date of the Agreement and listed in the Exchange Act Reports) at an effective purchase price per share which is less than the Purchase Price then in effect or the fair market value (as hereinabove defined) of the Common Stock on the trading day next preceding such issue or sale, then in each such case, the Purchase Price in effect immediately prior to such issue or sale shall be reduced effective concurrently with such issue or sale to an amount determined by multiplying the Purchase Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue or sale, including, without duplication, those deemed to have been issued under any provision of the Debentures and the Warrants plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company for such additional shares would purchase at such fair market value or Purchase Price, as the case may be, then in effect; and (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale including, without duplication, those deemed to have been issued under any provision of the Debentures and Warrants. For purposes of the foregoing fraction, Common Stock outstanding shall include, without limitation, any Equity Offerings (as defined in the Debentures) then outstanding, whether or not they are exercisable or convertible when such fraction is to be determined. In the event of any such issuance for a consideration which is less than such fair market value and also less than the Purchase Price then in effect, then there shall be only one such adjustment by reason of such issuance, such adjustment to be that which results in the greatest reduction of the Purchase Price computed as aforesaid. The number of shares which may be purchased hereunder shall be increased proportionately to any reduction i...
Purchase Price Adjustment. The Parties agree to treat all payments made pursuant to this Article IX as adjustments to the Purchase Price for Tax purposes.
Purchase Price Adjustment. 5 Section 1.8
Purchase Price Adjustment. The Parties agree that any indemnification payment made pursuant to this Agreement shall be treated as an adjustment to the Final Purchase Price for Tax purposes, unless otherwise required by applicable Law.
Purchase Price Adjustment. All indemnification payments made under this Agreement shall be treated as adjustments to the Purchase Price.
