Adjustments to Purchase Price at Closing. (a) At the Closing, the Purchase Price shall be increased by the Seller’s estimate (as set forth in a statement delivered by Seller to Buyer not later than 5 business days prior to Closing) of the following amounts:
Adjustments to Purchase Price at Closing. (a) At Closing, the Purchase Price shall be increased by the following amounts:
Adjustments to Purchase Price at Closing. (a) The Seller Representative has heretofore prepared and delivered to Buyer, based upon the best information available to the Seller Representative, a preliminary settlement statement setting forth the Seller Representative’s good faith estimate of the Adjusted Initial Purchase Price for each Seller after giving effect to all adjustments to the Purchase Price set forth in Section 3.04. The estimate delivered in accordance with this Section 9.02(a) will be the dollar amount to be paid by Buyer at the Initial Closing pursuant to Section 3.01(a), subject to subsequent adjustments for Title Defect Amounts and Environmental Defect Amounts not already included in such calculations as provided in this Agreement.
Adjustments to Purchase Price at Closing. Not later than 5 Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer, based upon the best information available to Seller, a preliminary settlement statement estimating the Adjusted Purchase Price after giving effect to all adjustments to the Purchase Price set forth in Section 3.04. The estimate delivered in accordance with this Section 10.02 will be the dollar amount to be paid by Buyer to Seller at the Closing.
Adjustments to Purchase Price at Closing. Not later than five (5) Business Days prior to the Closing Date, the Seller Representative shall prepare and deliver to Buyer, based upon the best information available to the Seller Representative at such time, a preliminary settlement statement (the “Preliminary Settlement Statement”) setting forth the Seller Representative’s good faith estimate of the Adjusted Purchase Price after giving effect to all adjustments to the Purchase Price set forth in Section 3.04, and reflecting each proposed adjustment to be made in accordance with this Agreement as of the date of preparation of the Preliminary Settlement Statement and the calculation of the adjustments used to determine such amount, together with (a) reasonable supporting information in Sellers’ or its Controlled Affiliates’ possession reasonably necessary for Buyer to verify such adjustments, (b) the designation of Sellers’ accounts for the wire transfer of funds as set forth in Section 9.04(b) and (c) the amount of the payment made by Buyer pursuant to Section 9.04(b) to which each Seller is entitled. Within two Business Days after its receipt of the Preliminary Settlement Statement, Buyer may submit to Seller Representative in writing any objections or proposed changes thereto and Seller Representative shall consider all such objections and proposed changes in good faith. The estimate agreed to by the Seller Representative and Buyer, or, absent such agreement delivered in the Preliminary Settlement Statement in accordance with this Section 9.02, will be the dollar amount to be paid by Buyer to Sellers at the Closing, subject to subsequent adjustments with respect to Title Defects (including any Consents treated as Title Defects pursuant to Section 4.11) and Environmental Defects as provided in this Agreement (to the extent not already reflected therein) and pursuant to Section 10.01.
Adjustments to Purchase Price at Closing. At the Closing, the Purchase Price shall be adjusted as follows:
Adjustments to Purchase Price at Closing. Five (5) days prior to Closing, Seller shall submit to Buyer a good faith estimate of the Closing Settlement Statement, defined below, for review and comment by Buyer.
Adjustments to Purchase Price at Closing. On or before five (5) Business Days prior to the Closing, WRI, on behalf of Sellers, will prepare and deliver to Buyer, in accordance with the provisions of this Agreement and AMA-T, a proposed statement (the “Closing Adjustments Statement”) setting forth each adjustment to the Purchase Price required under this Agreement and showing the calculation of adjustments, as estimated in good faith by Sellers, required pursuant to Section 1.3, including an estimate of the Final Adjusted Tax Liability. In preparing the Closing Adjustments Statement, WRI shall communicate with Buyer and provide underlying data to Buyer relating to the Closing Adjustments Statement. Within three (3) Business Days of receipt of the Closing Adjustments Statement, Buyer will deliver to Sellers a written report containing any proposed changes, together with an explanation of each change that Buyer proposes to be made to the Closing Adjustments Statement. The Closing Adjustments Statement, as mutually agreed upon by the parties, will be used to adjust the Purchase Price at Closing, provided if no agreement can be reached, Sellers’ adjusted Closing Adjustments Statement shall be used for Closing, subject to further adjustment as provided in paragraph 1.5 below.
Adjustments to Purchase Price at Closing. The Purchase Price shall be subject only to those adjustments made at the Closing set forth below in Sections 3.3(a) and 3.3(b), and those post-Closing adjustments (all of which shall be made within ninety (90) days after the Closing Date) made pursuant to the provisions of Section 3.4 (such Sections being referred to collectively as the “Adjustment Sections,” and the Purchase Price as so adjusted is herein referred to as the “Adjusted Purchase Price”). For purposes of illustrating the methodology for calculating the adjustments to the Purchase Price only, Schedule 3.3 demonstrates how such adjustments would have been calculated from the Balance Sheet if they had been calculated on October 31, 2004 (the calculation in Schedule 3.3 shall be referred to as the “October 31 Adjusted Purchase Price Calculation”).
Adjustments to Purchase Price at Closing. (a) Seller shall cause the Company to prepare and deliver to Buyer, no later than two (2) days prior to the Closing: (i) an estimated unaudited statement of Net Working Capital (the “Calculation Date Net Working Capital Statement”) of the Company as of the close of business on the business day immediately preceding the Closing Date (referred to herein as the “Calculation Date”), prepared in the manner set forth in Section 2.5(b), and (ii) a certificate (the “Calculation Date Certificate”) signed by Seller and the chief executive officer of the Company and including Seller’s calculations, certifying (A) that the Calculation Date Net Working Capital Statement was prepared on the basis described in clause (i) above, (B) a good faith estimate of the Net Working Capital of the Company as of the Calculation Date (the “Calculation Date Net Working Capital”), and (C) a good faith estimate of the amount of Net Cash of the Company as of the Calculation Date (the “Calculation Date Cash”).
