Adjustment to Cash Purchase Price. (a) Subject to Section 3.3(b), at the Closing, the Cash Purchase Price shall be adjusted, without duplication, to account for the items set forth in this Section 3.3(a):
Adjustment to Cash Purchase Price. If the Working Capital reflected on the Estimated Working Capital Statement is less than $12,750,000, the Cash Purchase Price payable at Closing pursuant to Section 2.4 shall be reduced by the amount of such shortfall on a dollar-for-dollar basis. If the Working Capital reflected on the Estimated Working Capital Statement is greater than $12,750,000, the Cash Purchase Price payable at Closing pursuant to Section 2.4 shall be increased by the amount of such excess on a dollar-for-dollar basis.
Adjustment to Cash Purchase Price. The Cash Purchase Price payable at Closing pursuant to Section 2.4 shall be reduced by the greater of (i) the Estimated Closing Reserve Amount or (ii) $1,125,000 (the amount of such reduction shall be referred to as the “Reserve Deduction”).
Adjustment to Cash Purchase Price. The Cash Purchase Price shall be adjusted as provided in this Section 2.2 and the resulting amount shall be referred to as the "Adjusted Purchase Price." Not less than five (5) days prior to the Closing Date (as defined in Section 7.1), Seller shall deliver to Purchaser a preliminary closing statement (the "Preliminary Closing Statement"), substantially in the form of Exhibit A, setting forth adjustments to the Cash Purchase Price using the best information then available and prepared in accordance with customary accounting principles used in the oil and gas industry.
Adjustment to Cash Purchase Price. The Cash Purchase Price payable to the Company shall be increased by an amount equal to (a) all payments made to the Company for the exercise of options under the Option Plan (as defined in Section 5.02) on or after the date of this Agreement but before the Closing and (b) all payments by the shareholders of the Company (the "Shareholders") to the Company on or after May 1, 1997 pursuant to those certain Promissory Notes made on or about February 20, 1996 payable to the Company by the Shareholders in connection with the acquisition of their respective interests in the Company.
Adjustment to Cash Purchase Price. 1. If (i) the sum of the Working Capital Surplus (if applicable) and the Closing Net Worth Surplus (if applicable) exceeds (ii) the sum of the Working Capital Deficiency (if applicable), the Closing Net Worth Deficiency (if applicable) and the Non-Primary Working Capital Deficiency, if any, Buyer shall pay an amount equal to such excess to Sellers within five (5) business days after the Working Capital Adjustment and Closing Net Worth have been finally determined, by wire transfer of immediately available funds to the bank account designated by Sellers pursuant to Section 3.2(b).
Adjustment to Cash Purchase Price. (a) At least three business days prior to Closing, Seller shall deliver to Buyer an estimated schedule of Working Capital (as herein defined) of JAC and FCS, with line items estimated in good faith as of the close of business on the Closing Date (the "Closing Schedule"). The Closing Schedule shall also include separate line items for good faith estimates of Indebtedness ("Closing Indebtedness"), the Closing Retiree Benefit Liability, the JAIX Taxes (the "Closing JAIX Taxes")
Adjustment to Cash Purchase Price. If the General Partner elects to raise funds to pay the Cash Purchase Price through a public offering of its securities, borrowings or otherwise, the aggregate Cash Purchase Price computed under Section 5 above shall be reduced by an amount ("Transaction Expenses") equal to the expenses incurred by the General Partner in connection with such raising of funds allocable to the amounts required to pay the Cash Purchase Price hereunder; provided, however, notwithstanding the foregoing, the Cash Purchase Price shall not be reduced hereunder by an amount exceeding 5% of the Cash Purchase Price computed without regard to the adjustment for Transaction Expenses.
Adjustment to Cash Purchase Price. Following the Closing and in accordance with Section 2.4 hereof, the Cash Purchase Price shall be reduced based on the amount by which any of $6,790,000, representing the cash and cash equivalents of Kali as of December 31, 2003 (the "Execution Cash"), has been expended by Kali from December 31, 2003 until the Closing Date outside of txx xrdinary course of business (other than the expenditures described in clauses (ii) through (ix) below). The amount, if any, by which the Cash Purchase Price shall be reduced (the "Reduction Amount") shall be the amount remaining after subtracting from the Execution Cash the following amounts:
Adjustment to Cash Purchase Price. (a) Not later than two (2) business days prior to the Closing, the Seller shall provide the Purchaser with a schedule based upon the most recently prepared balance sheet of the Business (the “Preliminary Working Capital Schedule”), in the form attached hereto as Schedule 3.2, setting forth the Seller’s good faith estimate as of the Closing Date of the Accounts Receivable, Inventory and Prepaid Expenses and Other Current Assets of the Business that are included in the Assets (“Current Assets”) minus the accounts payable and Accrued Employee Compensation, Benefits and Other Liabilities of the Business that are included in the Assumed Liabilities (the “Current Liabilities”) (the “Preliminary Working Capital”). The Preliminary Working Capital Schedule shall be prepared using accounting principles, practices and methods consistent with those used in preparing Schedule 3.2 with adjustments for changes occurring in the period between the date of the Balance Sheet and the Closing Date. If the amount of the Preliminary Working Capital exceeds the corresponding working capital included in the Schedule 3.2, then the Cash Purchase Price shall be increased by the excess. If the amount of Preliminary Working Capital is less than the corresponding working capital included in the Schedule 3.2, the Cash Purchase Price will be decreased by the shortfall.
