Adjustment to Estimated Purchase Price. (a) Buyer shall prepare and deliver to Seller within forty-five (45) days following the Closing Date a statement (the “Closing Statement”), which will utilize the same accounting methods, policies, practices, procedures and adjustments as were used in the preparation of the Base Statement, and which shall set forth in reasonable detail the Net Assets of the Business as of the close of business on the date immediately prior to the Closing Date (the “True-Up Amount”).
Adjustment to Estimated Purchase Price. (i) If the Actual Adjustment is a positive amount, then US Purchaser shall pay (or shall cause the Company to pay) to US Seller an amount equal to such positive amount by wire transfer or delivery of immediately available funds within three Business Days after the date on which the Purchase Price is finally determined pursuant to Section 1.1(b) above.
Adjustment to Estimated Purchase Price. (i) If the Actual Adjustment is a positive amount, Buyer shall pay, or shall cause the Company to pay, to Seller an amount equal to such positive amount by wire transfer of immediately available funds, in each case, within three (3) Business Days after the date on which the Purchase Price is finally determined pursuant to Section 2.4(b) above, and the Parties shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to deliver to Seller the Escrow Funds.
Adjustment to Estimated Purchase Price. Section 2.3.4.1 If the Actual Adjustment is a positive amount, the Purchaser will pay, or cause to be paid, to the Seller such positive amount by wire transfer of immediately available funds to an account or accounts designated by the Seller, within three (3) Business Days after the date on which the Purchase Price is finally determined pursuant to Section 2.3.3.
Adjustment to Estimated Purchase Price. (i) If the Final Purchase Price is greater than the Estimated Purchase Price, then Buyer shall pay to Seller an amount equal to such excess within five (5) Business Days of the final determination of such amount, by wire transfer of immediately available funds to an account designated in writing by Seller.
Adjustment to Estimated Purchase Price. (a) Within 90 days following the Closing Date, Seller shall prepare and deliver to Buyer a statement (the “Closing Statement”), utilizing the same accounting methods, policies, practices, procedures and adjustments as were used in the preparation of the Base Statement (and otherwise in accordance with GAAP, with such exceptions to GAAP as indicated on Schedule 1.1(a)) and shall set forth in reasonable detail the amount of Working Capital of the Business as of 12:01 a.m. on the Closing Date (as well as the adjustments contemplated in Section 6.8), and a calculation of the adjustment to the Estimated Purchase Price that is payable based upon the difference between the Working Capital Target and the Working Capital in the Closing Statement. Buyer agrees, at no cost to Seller, to give Seller and its authorized representatives reasonable access to such employees, officers and other facilities and such books and records of Buyer and the Subsidiaries as are reasonably necessary to allow Seller and its authorized representatives to prepare the Closing Statement. The Closing Statement shall be prepared in accordance with Schedule 1.1(a). The Base Statement was prepared using the same accounting methods, policies, practices, procedures and adjustments as were used in the preparation of the Financial Statements and otherwise in accordance with GAAP (and with such exceptions to GAAP as indicated on Schedule 1.1(a)).
Adjustment to Estimated Purchase Price. (i) If the Actual Adjustment is a positive amount, (A) Buyer will pay to the Representative (for further credit to the Sellers in accordance with their respective Allocation Percentages) the full amount of the Actual Adjustment by wire transfer or delivery of other immediately available funds, in each case, within three Business Days after the date on which the Purchase Price is finally determined pursuant to Section 2.6(a) above and (B) Buyer and the Representative shall deliver joint written instructions to the Escrow Agent to release to the Representative (for further credit to the Sellers in accordance with their respective Allocation Percentages), all then-remaining Adjustment Escrow Funds.
Adjustment to Estimated Purchase Price. (i) If the Adjustment Amount is a positive amount, then (A) Purchaser shall pay the Adjustment Amount to the Sellers’ Representative (for the benefit of the Sellers) by wire transfer or delivery of immediately available funds within three (3) Business Days after the date on which the Purchase Price is finally determined pursuant to this Section 2.3; provided that Purchaser’s aggregate liability pursuant to this Section 2.3(d)(i)(A) shall in no event exceed an amount equal to $200,000 and (B) within three (3) Business Days after the date on which the Purchase Price is finally determined pursuant to this Section 2.3, Purchaser shall issue to the Sellers, in accordance with each Seller’s respective Pro Rata Percentage, the entirety of the Held Back Shares.
Adjustment to Estimated Purchase Price. (1) If the Actual Adjustment is a positive amount, the Surviving Entity shall issue to the Stockholders, in accordance with each such Stockholder’s Stockholder Percentage Interest, a number of Parent Common Shares equal to the quotient of (A) such positive amount divided by (B) the Parent Common Stock Per Share Price and Parent and the Equityholder Representative shall deliver joint written instructions to the Escrow Agent to release the Escrow Shares to the Paying Agent (for further distribution to the Stockholders), in each case, less any Tax deductions or withholdings required under applicable Law, within three (3) Business Days after the date on which the Purchase Price is finally determined pursuant to Section 2.8(e).
Adjustment to Estimated Purchase Price. (i) If the Actual Adjustment is a positive amount (the "Adjustment Excess"), then within three (3) Business Days after the date on which the Purchase Price is finally determined pursuant to Section 1.4(c)(ii) above, Buyer will pay, or shall cause to be paid, such Adjustment Excess by wire transfer of immediately available funds as directed by Seller Representative (on behalf of the holders of the Company Common Units as of immediately prior to the Closing). Pursuant to this Section 1.4(d)(i), after giving effect to the reimbursement of any out-of-pocket expenses of Seller Representative as provided in Section 9.1(b) hereof, Seller Representative shall direct that the amount of any Adjustment Excess (net of any portion of such Adjustment Excess paid to Seller Representative as described above) be paid to the holders of the Company Common Units as of immediately prior to the Closing in accordance with the applicable percentages set forth on Exhibit E.
