Adjustments to the Purchase Price. The Purchase Price shall be adjusted as of the Closing Date by:
Adjustments to the Purchase Price. The Purchase Price shall be adjusted as follows:
Adjustments to the Purchase Price. (a) The Purchase Price shall be increased by the following amounts:
Adjustments to the Purchase Price. Purchaser and Seller agree to treat any amounts payable after the Closing by Seller to Purchaser (or by Purchaser to the Seller) pursuant to this Agreement as an adjustment to the Purchase Price, unless a final determination by the appropriate taxing authority or court causes such payment not to be treated as an adjustment to the Purchase Price for Tax purposes.
Adjustments to the Purchase Price. Adjustments to the Purchase Price shall be made according to this Section 2.04.
Adjustments to the Purchase Price. As soon as practicable (but not more than five Business Days) after the date on which the Final Closing Statements shall have been determined in accordance with this Section 2.2.4, (a) Sellers’ Representative (on behalf of Sellers) shall pay to Buyer by wire transfer the amount, if any, by which the adjustments to the Purchase Price pursuant to Section 2.2.4.5 result in a net decrease of the Purchase Price, which shall constitute an immediate decrease of the Purchase Price in such amount, or (b), as the case may be, Buyer shall pay to Sellers, the amount, if any, by which the adjustments to the Purchase Price pursuant to Section 2.2.4.5 result in a net increase of the Purchase Price, which shall constitute an immediate increase of the Purchase Price in such amount.
Adjustments to the Purchase Price. As soon as practicable (but not more than five business days) after the date on which the Final Closing Balance Sheet shall have been determined in accordance with this Section 2.8, (a) Arrow shall pay to Acquisition Sub in immediately available funds the amount, if any, by which the Net Tangible Asset Value on the Final Closing Balance Sheet is less than $50,000,000 (Fifty Million Dollars), or (b) Acquisition Sub shall pay to Arrow in immediately available funds the amount, if any, by which the Net Tangible Asset Value on the Final Closing Balance Sheet is greater than $60,000,000 (Sixty Million Dollars); provided, that no payment made pursuant to this Section 2.8.5 shall exceed the amount of $10,000,000 (Ten Million Dollars). Any payment made pursuant to this Section 2.8.5 shall constitute an immediate adjustment of the Purchase Price in such amount. For the avoidance of doubt, the existence or possible existence of any adjustment to the Purchase Price, Objection, pendency or resolution of any dispute pursuant to this Section 2.8 or any issue pertaining to the Closing Balance Sheet shall not in any way impact, hinder, prevent or otherwise delay Crossbow’s obligation to consummate the transactions contemplated in the Merger Agreement.
Adjustments to the Purchase Price. (a) The Purchase Price shall be subject to adjustment as follows: (i) The Purchase Price shall be decreased by the amount, if any, by which the Working Capital Deficit exceeds $2,347,165 as of the Closing Date and shall be increased by the amount, if any, by which the Working Capital Deficit is less than $2,347,165 as of the Closing Date (the "Working Capital Adjustment"). (ii) The Purchase Price shall be decreased by an amount equal to the product of (A) the shortfall (if any) between (1) Pro Forma Service Revenue for the month immediately prior to the Closing Date and (2) the Pro Forma Service Revenue Threshold for the month immediately prior to the Closing Date, and (B) 35.16 (the "Operating Adjustment"). (b) Not less than five (5) days prior to the Closing Date, the Sellers shall prepare and deliver to the Buyer the following documents, certified by Parent's chief financial officer: (i) an unaudited consolidated balance sheet of the Sellers (the "Preliminary Closing Balance Sheet") as of the last day of the calendar month ended not more than thirty-one (31) days prior to the Closing Date (the "Preliminary Adjustment Date"); (ii) a calculation of the Working Capital Adjustment as of such date (the "Preliminary Working Capital Adjustment"); (iii) unaudited consolidated statements of operations for the month ended on the Preliminary Adjustment Date (the "Preliminary Closing Operating Statements"), which shall include statements of the Pro Forma Service Revenue as of such date (the "Preliminary Pro Forma Service Revenue"); and (iv) a calculation of the Operating Adjustment, if any, that would be required under Section 4.3(a)(ii) if the Preliminary Pro Forma Service Revenue were the Pro Forma Service Revenue for the month ended immediately prior to the Closing Date (the "Preliminary Operating Adjustment"). (c) Within sixty (60) days after the Closing Date, the Sellers shall prepare and deliver to the Buyer the following documents, certified by Parent's chief financial officer: (i) an unaudited consolidated balance sheet of the Sellers (the "Closing Balance Sheet") as of the last day of the calendar month ended immediately prior to the Closing Date (the "Final Adjustment Date"); (ii) a calculation of the Working Capital Adjustment as of such date (the "Final Working Capital Adjustment"); (iii) unaudited consolidated statements of operations for the month ended on the Final Adjustment Date (the "Closing Operating Statements"), which shall include statements o...
Adjustments to the Purchase Price. (a) The Purchase Price to be paid at Closing shall be decreased by one dollar for each dollar that the Estimated Effective Date Net Book Value is less than the Bid Net Book Value, and shall be increased by one dollar for each dollar that such Estimated Effective Date Net Book Value is greater than the Bid Net Book Value.
Adjustments to the Purchase Price. (a) Subject to Sections 3.3(b) and 3.3(c), as of the Closing the Purchase Price shall be adjusted, on a dollar-for-dollar basis and without duplication, to account for the items set forth in this Section 3.3(a):