Cash Purchase Price Adjustment. (a) Delivery and Review of Closing Balance Sheet. As promptly as practicable, but no later than 75 days after the Closing Date, the Seller will cause to be prepared and delivered to the Buyer (i) the Closing Balance Sheet, accompanied by the auditors' report thereon from the Seller Accountants and (ii) a certificate of the Seller, setting forth the Closing Controllable Net Assets, together with supporting calculations in reasonable detail (the "Adjustment Certificate"). The Closing Balance Sheet shall be prepared in accordance with United Kingdom generally accepted accounting principles ("U.K. GAAP") and, except for the application of Financial Reporting Standards ("FRS") 10 and 12, in a manner that is consistent with the September 1998 Balance Sheet. The Buyer shall have 45 days from the date on which the Closing Balance Sheet and the Adjustment Certificate are delivered to it to review such documents (the "Review Period"). The Buyer and its accountants shall be provided with reasonable access during normal business hours to the audit working papers of the Seller Accountants in connection with such review. If the Buyer disagrees in any respect with any item or amount shown or reflected in the Closing Balance Sheet or the Adjustment Certificate or with the calculation of the Closing Controllable Net Assets, the Buyer may, on or prior to the last day of the Review Period, deliver a notice to the Seller setting forth, in reasonable detail, each disputed item or amount and the basis for the Buyer's disagreement therewith (the "Dispute Notice"). If no Dispute Notice is received by the Seller on or prior to the last day of the Review Period, the Closing Balance Sheet and the Adjustment Certificate shall be deemed accepted by the Buyer. Any items not identified in the Dispute Notice will be deemed accepted by the Buyer and the Seller and, notwithstanding the review of the matters set forth in the Dispute Notice by the Accountant as set forth in Section 1.3(b) below, shall be deemed part of the Closing Balance Sheet. The Buyer's rights to indemnification pursuant to Section 11.1 (and any limitations on such rights) shall not be deemed to limit, supersede or otherwise affect the Buyer's rights to a full purchase price adjustment pursuant to this Section 1.3.
Cash Purchase Price Adjustment. 14 2.7 Purchase Price Allocation and Tax Returns............................................15 2.8
Cash Purchase Price Adjustment. (a) Within ninety (90) days following the Closing Date, Kellxxxxx xxxll prepare and deliver to AVS and the Company a certificate verified as to accuracy by its Chief Financial Officer (the "Actual Cash Purchase Price Certificate") (a) attaching a copy of the Adjusted Closing Date Balance Sheet, and (b) setting forth the Adjusted Net Worth of the Business as of the Closing Date (the "Actual Cash Purchase Price"). Each of AVS and the Company shall cooperate fully with Kellxxxxx xx the preparation of the Adjusted Closing Date Balance Sheet.
Cash Purchase Price Adjustment. (a) Upon the earlier to occur of (i) the Parties’ agreement (or deemed agreement pursuant to Section 2.5(b)) with respect to the calculation of the Final Cash Purchase Price and (ii) the delivery of any report of the Independent Accountant as provided in Section 2.5(c) with respect to the Final Cash Purchase Price, as applicable:
Cash Purchase Price Adjustment. (i) The amount of the Cash Purchase Price is based on the assumption that the "Net Asset Value" (as further described in Section 3(c)(iv) below) will be equal to $7,000,000 (the "Assumed Net Asset Value").
Cash Purchase Price Adjustment. The cash purchase price (the “Cash Purchase Price”) for the Purchased Assets, on a debt-free, cash-free basis, is equal to the sum of the following: (i) $82,017,574, plus (or minus if such number is negative) and (ii) the Net Inventory Adjustment Amount. At least two Business Days prior to Closing, WWW will deliver to Buyer a statement (the “Estimated Closing Statement”), together with reasonable supporting documentation, setting forth WWW’s good faith estimate of the Net Inventory, the resulting Net Inventory Adjustment Amount, in each case, as of the Effective Time and calculated in accordance with the terms of this Agreement, and WWW’s resulting calculation of the estimated Cash Purchase Price based on the foregoing (such amount, the “Estimated Cash Purchase Price”). The Estimated Cash Purchase Price will be used for purposes of determining payments due at Closing and will be subject to adjustment post-Closing pursuant to Section 1.6.
Cash Purchase Price Adjustment. (i)Within 150 days following the Closing Date, Buyer will prepare and deliver to WWW a statement (the “Closing Statement”) setting forth Buyer’s calculation of the Net Inventory and the resulting Net Inventory Adjustment Amount, in each case, as of the Effective Time and calculated in accordance with the terms of this Agreement, and Buyer’s calculation of the Cash Purchase Price based on its calculation of the Net Inventory Adjustment Amount. If WWW objects to the Closing Statement, it will notify Buyer in writing as promptly as practicable (but in any event within 45 days following delivery), setting forth in reasonable detail the basis for its objection(s) and its proposed modifications (the “Objection Notice”). If WWW fails to timely object to the Closing Statement, the parties will be deemed to have approved the Closing Statement and the parties will proceed as provided in Section 1.6(b). If WWW timely objects to the Closing Statement, the parties will attempt to resolve the disputed items in good faith. If complete resolution has not been reached within 20 days (or such longer period as may be mutually agreed by the parties), either Buyer or WWW may submit the remaining disputed items to Xxxxx Xxxxxxxx LLP or other regional independent accounting firm mutually selected by Xxxxx and WWW (the “Neutral Accountant”), who will be mutually engaged by the parties. The parties will instruct the Neutral Accountant that the scope of its review and authority is limited to resolving the disputed items submitted to it. The Neutral Accountant will resolve the disputed items in accordance with the terms (including the applicable definitions) of this Agreement. The Neutral Accountant will not assign a value to any disputed item greater than the highest value for such item claimed by either party in the Closing Statement or the Objection Notice, or less than the lowest value for such item claimed by either party in the Closing Statement or the Objection Notice. Xxxxx, on the one hand, and WWW, on the other hand, will each have the opportunity to make a written submission and a rebuttal of the other party’s submission to the Neutral Accountant. The parties will use commercially reasonable efforts to cause the Neutral Accountant to complete its determination of the disputed items within 30 days after its engagement. The Neutral Accountant will deliver a written opinion setting forth its determination of the Cash Purchase Price, which will be final, binding, non-appealab...
Cash Purchase Price Adjustment. Any indemnification payment made by the Company, the Buyer or the Sellers pursuant to this Agreement shall be treated by the Buyer and the Sellers as an adjustment to the Cash Purchase Price for Tax purposes.
Cash Purchase Price Adjustment. (a) Upon the final determination of the Actual NBV as determined in accordance with this Section 1.3, the Cash Purchase Price will be reduced on a dollar-for-dollar basis by the amount, if any, by which the Actual NBV is less than the Estimated NBV (the “Negative Adjustment Amount”) and the Cash Purchase Price will be increased on a dollar-for-dollar basis by the amount, if any, by which the Actual NBV is more than the Estimated NBV (the “Positive Adjustment Amount”, and collectively with a Negative Adjustment, an “Adjustment Amount”).
Cash Purchase Price Adjustment. 10 2.4 Transfer Restrictions and Escrow Arrangements for Purchased Capital Stock.............11 ARTICLE III
