Adjustment of the Purchase Price. The Seller shall have no obligation to indemnify the Purchaser in respect of any Claim if and to the extent that: [***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to omitted portions.
Adjustment of the Purchase Price. The Purchase Price shall be subject to adjustment by the amount (the "Adjustment Amount"), if any, that the Net Working Capital of the Company increases or decreases between August 31, 2002 and the Closing Date. Promptly after the Closing Date, Purchaser's Independent Auditors shall perform a review of the financial statements of the Company for the period beginning December 1, 2002 and ended the Closing Date, including a balance sheet (the "Closing Balance Sheet"). The Closing Balance Sheet shall be delivered to Sellers and Purchaser within 45 days after the Closing Date. Upon such delivery of the Closing Balance Sheet, the Purchase Price will be increased or decreased by the Adjustment Amount. The Adjustment Amount shall be computed by subtracting $425,112 (which the parties agree is the Net Working Capital of the Company as at August 31, 2002 computed as set forth on Schedule 2.2(A) hereof) from the Net Working Capital of the Company at Closing as shown on the Closing Balance Sheet. In the event the Adjustment Amount is positive, the Purchase Price shall be increased by the amount of the Adjustment Amount, and Purchaser will within five (5) days deliver additional shares of Purchaser's Stock having a value equal to the Adjustment Amount. For all purposes of this Section 2.2, the value of the Purchaser's Stock shall be deemed to be equal to $0.92 per share (the "Agreed Value"). In the event the Adjustment Amount is negative, the Purchase Price shall be reduced by such amount and Escrow Agent shall within five (5) days pay to Purchaser such Adjustment Amount out of the Escrow Fund. Payment shall be made first out of the cash portion of the Escrow Fund and second out of the stock portion of the Escrow Fund valued for this purpose at the Agreed Value. After the adjustment of the Purchase Price is complete, any remaining cash in the Escrow Fund will be returned to Sellers in accordance with the terms of the Escrow Agreement. Any adjustments required in this Section will be subject to the dispute resolution procedures set forth in Schedule 2.2(B) hereof.
Adjustment of the Purchase Price. In the event that the Company shall have any Liabilities or Indebtedness other than the principal and accrued interest due under the Promissory Note as of the Closing, the Purchase Price shall be reduced on a Dollar for Dollar basis by the amount of such liability, provided, however, that if the amount of such Liabilities and Indebtedness, excluding the Company's obligation under the Promissory Note, equals or exceeds $50,000.00, it shall be deemed that the Seller is unable to perform under this Agreement and the Buyer shall be entitled to terminate this Agreement under Section 10 (a)(ii) below.
Adjustment of the Purchase Price. The Purchase Price shall be subject to adjustment as follows:
Adjustment of the Purchase Price. The Purchase Price payable and the number of and kind of shares of Preferred Stock or other securities or property issuable upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights, options or warrants to subscribe for Preferred Stock (or shares having the same rights, privileges and preferences as the shares of Preferred Stock) at less than the current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness, securities, cash or assets (excluding regular periodic dividends out of earnings or retained earnings) or of subscription rights or warrants (other than those referred to above). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in the Purchase Price. No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights (other than fractions which are integral multiples of one three-hundredth of a share of Preferred Stock), and in lieu thereof an adjustment in cash will be made based on the current market price of the Preferred Stock on the last trading day prior to the date of exercise. Effect of a Triggering Event Any of the events described in the succeeding second and fourth paragraphs are defined as a "Triggering Event."
Adjustment of the Purchase Price. The Purchase Price payable and the number of shares of Common Stock or number and kind of other securities or property issuable upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Common Stock, (ii) upon the grant to holders of the Common Stock of certain rights, options or warrants to subscribe for Common Stock (or shares having the same rights, privileges and preferences as the shares of Common Stock) at less than the current market price of the Common Stock or (iii) upon the distribution to holders of the Common Stock of evidences of indebtedness, securities, cash or assets (excluding regular periodic dividends out of earnings or retained earnings) or of subscription rights or warrants (other than those referred to above). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in the Purchase Price. No fractional shares of Common Stock will be issued upon the exercise of any Right or Rights, and in lieu thereof an adjustment in cash will be made based on the current market price of the Common Stock on the last trading day prior to the date of exercise. Effect of a Triggering Event Any of the events described in the succeeding second and fifth paragraphs are defined as a "Triggering Event."
Adjustment of the Purchase Price. (a) Within sixty (60) days after the Closing Date, the Purchaser shall prepare and deliver to the Seller the Initial Working Capital Statement.
Adjustment of the Purchase Price. Simultaneously with the execution of this letter, in full satisfaction of the respective rights and obligations of Parent, the Company, Holdings and Purchaser under Sections 2.5(a), (b), (c) and (d) of the Agreement, and in lieu of the process regarding the Closing Statements (including the Closing Balance Sheet) contemplated by Section 2.5(b) of the Agreement, the Company is paying Parent $8,262,000 (the "ADJUSTMENT PAYMENT"). The amount of the Adjustment Payment is the aggregate amount to be paid to Parent pursuant to Section 2.5(c) of the Purchase Agreement, and in no event shall Parent, the Company, Holdings or Purchaser at any time be required to make any further payments, or otherwise satisfy any other obligations, pursuant to Sections 2.5(a), (b), (c) or (d) of the Agreement. The Closing Statements (including the Closing Balance Sheet) attached as Exhibit A hereto shall be deemed to be the Final Closing Statements (and Final Closing Balance Sheet) for purposes of Sections 5.10, 8.2 and 8.3 of the Agreement.
Adjustment of the Purchase Price. (i) If the value of the Inventory as set forth on the Final Closing Inventory Statement is greater than the Target Value, Buyer shall pay to Seller, within five (5) business days following the delivery by Seller to Buyer of the Final Closing Inventory Statement, cash in immediately available funds in an amount equal to such difference.
Adjustment of the Purchase Price. (a) The Purchase Price shall be adjusted down, on a dollar-for-dollar basis, if and to the extent that the aggregate Net Book Value of the Company, as reflected on the Closing Balance Sheets, is less than $200,000.00. Such adjustment (if applicable) shall be made on a dollar-for-dollar basis against the outstanding principal balance of the Purchase Note. For purposes of this Section 2.03, "
