Adjustments to Initial Purchase Price. The Initial Purchase Price shall be increased or reduced as set forth in Sections 2.6(a), (b) and (c), and the Closing Purchase Price shall be subject to adjustment as set forth in Section 2.6(d). Such increases or reductions, as the case may be, shall be referred to herein as the "PURCHASE PRICE ADJUSTMENT" and shall be determined and paid as set forth below:
Adjustments to Initial Purchase Price. The Initial Purchase Price shall be subject to account for the items prorated as of the Closing Date pursuant to Section 3.4 and as may occur under the provisions of Section 3.5 (this Section and Section 3.5 being referred to as the “Adjustment Sections,” and the Initial Purchase Price as so adjusted is herein referred to as the “Purchase Price”).
Adjustments to Initial Purchase Price. The Initial Purchase Price shall be adjusted as follows and the resulting amount shall be referred to herein as the "Adjusted Purchase Price":
Adjustments to Initial Purchase Price. The Initial Purchase Price shall be subject to adjustment after the Closing Date as follows: (a) As promptly as possible following the Closing Date, the Seller and the Stockholder shall deliver to the Buyer a balance sheet of the Seller prepared by the Seller's independent accountant as of the Closing Date (the "Closing Balance Sheet"). The Closing Balance Sheet shall be prepared in accordance with subsection (d) below, and shall be accompanied by a certificate of the Seller's independent accountant attesting to such preparation. (b) In the event that the Buyer disputes the presentation of any item or items contained in the Closing Balance Sheet, the Buyer shall notify the Seller and the Stockholder in writing (the "Dispute Notice") of the amount, nature and basis of such dispute, within 15 calendar days after delivery of the Closing Balance Sheet. In the event of such a dispute, the Stockholder and the Buyer shall first use their best efforts to resolve such dispute among themselves. If the Stockholder and the Buyer are unable to resolve the dispute within 25 calendar days after delivery of the Closing Balance Sheet, the dispute shall be submitted to the Boston, Massachusetts office of Price Waterhouse LLP ("Price Waterhouse"). Price Waterhouse shall be required to resolve the dispute and determine a final Closing Balance Sheet within 30 days after submission in accordance with the standard set forth in subsection (d) below, and their determination shall be binding and conclusive upon all the Parties. The fees and expenses of Price Waterhouse in connection with the resolution of disputes hereunder shall be shared equally by the Stockholder and the Buyer. (c) Immediately upon the expiration of the 15-day period for giving the Dispute Notice, if no Dispute Notice is given, or immediately upon the resolution of disputes, if any, pursuant to Section 2.05(b) above, the Purchase Price shall be adjusted as follows (as so adjusted, the "Final Purchase Price"). If the total stockholder's equity set forth in the Closing Balance Sheet exceeds $9,134,679, the amount of such excess shall be paid immediately by the Buyer to the Seller by wire transfer or delivery of other immediately available funds. If such total stockholder's equity is less than $9,134,679, the Stockholder shall cause the Seller to pay immediately to the Buyer by wire transfer or delivery of other immediately available funds the amount of such shortfall. (d) The Closing Balance Sheet as prepared by t...
Adjustments to Initial Purchase Price. The Initial Purchase Price shall be adjusted following the end of each month until the Closing Date:
Adjustments to Initial Purchase Price. All adjustments to the Initial Purchase Price shall be made according to the factors described in this Section 3.2, in accordance with United States generally accepted accounting principles as consistently applied in the oil and gas industry, and without duplication.
Adjustments to Initial Purchase Price. The Initial Purchase Price shall be adjusted to determine the price to be paid at the Closing based on the amount of the adjustments described in paragraph (a) below, agreed upon by the parties hereto three business days prior to the Closing (such adjusted price, the "CLOSING DATE PURCHASE PRICE").
Adjustments to Initial Purchase Price. The Initial Purchase Price payable hereunder and under the Asset Purchase Agreement (the "Combined Cash Payment") shall be subject to adjustment after the Closing Date as follows:
Adjustments to Initial Purchase Price. 17 4.1 First Adjustment of Initial Purchase Price........................................................17 4.2 Second Adjustment of Initial Purchase Price.......................................................19 4.3
Adjustments to Initial Purchase Price. 5 SECTION 1.05 ALLOCATION OF PURCHASE PRICE; SECTION 338 TAX ADJUSTMENTS.........................................9 SECTION 1.06 SELLERS REPRESENTATIVES; ATTORNEYS-IN-FACT..............13 SECTION 1.07 ESTATE TAX LIEN.........................................14 ARTICLE II INDIVIDUAL REPRESENTATIONS AND WARRANTIES OF SELLERS.......14 SECTION 2.01 AUTHORITY; EXECUTION AND DELIVERY; ENFORCEABILITY.......14 SECTION 2.02 TITLE TO THE EQUITY INTERESTS...........................14 SECTION 2.03 CAPITAL STOCK...........................................15 SECTION 2.04 INVESTMENT REPRESENTATION...............................15 SECTION 2.05 NO CONFLICT.............................................15 SECTION 2.06 LITIGATION..............................................16
