Adjustments at the Closing. Ad valorem taxes and assessments for the Subject Property for the calendar year in which the Closing occurs shall be prorated between Seller and Purchaser as of the Closing Date, with the amount due for the Closing Date attributable to Purchaser. If actual ad valorem taxes for the year in which the Closing occurs are not available at the Closing, proration of taxes shall be made on the basis reasonably determined by Seller, with a subsequent cash adjustment of such proration to be made between Seller and Purchaser, if necessary, when actual tax figures become available. This subsequent adjustment provision shall survive the Closing. At the Closing, Purchaser shall pay the Association (1) the monthly assessments for (a) the month in which the Closing occurs (prorated from and including the Closing Date) and (b) the first full calendar month following the Closing, and (2) the amount of the Working Capital Contribution required by the Declaration.
Adjustments at the Closing. Section 6.3(f) of the Agreement is revised to read in its entirety as follows:
Adjustments at the Closing. The following items shall be adjusted or prorated between Seller and Buyer at the Closing:
Adjustments at the Closing. To facilitate the calculation of -------------------------- the Cash Adjustments (if any) in accordance with Exhibit B hereto, Target shall --------- prepare and deliver to Acquiror, not less than five (5) business days prior to the Closing, an unaudited estimated balance sheet of Target immediately prior to the Closing (the "Estimated Closing Balance Sheet"). The Estimated Closing ------------------------------- Balance Sheet shall be prepared in accordance with U.S. generally accepted accounting principles ("GAAP") in a manner consistent with Target's accounting ---- policies used in the preparation of the Target Balance Sheet (as defined in Section 2.6). At the Closing, the Cash Adjustments and the Total Cash ----------- Consideration shall be estimated on the basis of the Estimated Closing Balance Sheet.
Adjustments at the Closing. At the Closing, (i) if Estimated Closing Working Capital is less than thirty million dollars ($30,000,000) (the "Required Working Capital"), or if Estimated Pre-Closing Capital Expenditures are less than the prorated budgeted amounts (prorated on a daily basis for the period beginning January 1, 1999 and ending on the Closing Date) for capital expenditures set forth in the capital budget annexed hereto as Exhibit E (the "Capital Budget"), or if Estimated Pre-Closing R&D Expenditures are less than the prorated budgeted amounts (prorated on a daily basis for the period beginning January 1, 1999 and ending on the Closing Date) for research and development expenditures set forth in the quarterly research and development budgets annexed hereto as Exhibit F (the "R&D Budgets"), then the Cash Consideration payable at the Closing shall be reduced by the total amount of such shortfall, (ii) if Estimated Closing Working Capital is greater than Required Working Capital, then the Cash Consideration payable at Closing shall be increased by the amount of such excess (not to exceed the amount of Excess Cash) and (iii) if Estimated Pre-Closing Capital Expenditures exceed the prorated budgeted amounts for capital expenditures set forth in the Capital Budget, or if Estimated Pre-Closing R&D Expenditures exceed the prorated budgeted amounts for research and development expenditures set forth in the R&D Budgets, and if Merger Sub has consented in writing to the expenditures resulting in such excess, then the Cash Consideration payable at the Closing shall be increased by the total amount of such excess.
Adjustments at the Closing. Notwithstanding anything to the contrary contained herein, the provisions of this Section 14.c shall survive the Closing. The following items shall be adjusted or prorated between Seller and Buyer at the Closing:
