Closing Adjustment Clause Samples

Closing Adjustment. At least three (3) Business Days before the Closing, the Companies shall prepare and deliver to Tastemaker a statement in the form of the Example Statement setting forth their good faith estimate and calculation of the Closing Working Capital, the Closing Net Debt and the Closing Adjustment and the resulting calculation of the Stock Consideration, including a detailed itemization of the components thereof, and determined pursuant to the definitions contained in this Agreement (the “Closing Adjustment Statement”). From and after delivery of the Closing Adjustment Statement and through the Closing Date, (i) the Companies shall promptly provide Tastemaker updates to the Closing Adjustment Statement to reflect any changes thereto (including any component thereof) (the Closing Adjustment Statement revised to reflect any such updates is hereinafter referred to as an “Updated Closing Adjustment Statement”), and (ii) Tastemaker shall have the right to review and comment on such calculations and estimates, the Companies shall consider in good faith any such comments made by Tastemaker, and the Companies and Tastemaker shall cooperate with each other through the Closing Date and use good faith efforts to resolve any differences regarding the calculations and estimates contained in the Closing Adjustment Statement or any Updated Closing Adjustment Statement (and any updates or revisions as may be agreed by the Companies and Tastemaker shall be included in any Updated Closing Adjustment Statement). The Companies shall, and shall cause their Representatives to, (x) reasonably cooperate with Tastemaker and its Representatives to the extent related to Tastemaker’s review of the Closing Adjustment Statement and any Updated Closing Adjustment Statement and the calculations and estimates contained therein (including engaging in good faith discussion related thereto) and (y) provide access to personnel, books, records and other information during normal business hours to the extent related to the review of the Closing Adjustment Statement and any Updated Closing Adjustment Statement and reasonably requested by Tastemaker or its Representatives in connection with such review; provided, that such access shall not unreasonably interfere with the business of the Companies and their Subsidiaries.

Closing Adjustment. (i) At least five Business Days before the Closing, the Seller shall prepare and deliver to the Purchaser a statement setting forth its good faith estimate of the Closing TBV (the “Estimated Closing TBV”), which statement shall contain an estimated balance sheet of the Company and an estimate of the Group Companies’ unpaid Transaction Expenses, and prepare and deliver an estimate of the Company’s Unrestricted Cash (the “Estimated Closing Unrestricted Cash”) as of the Closing Date (without giving effect to the Transactions herein) prepared in accordance with the Accounting Principles, and a calculation of Estimated Closing TBV and Estimated Closing Unrestricted Cash (and copies of the relevant bank statement or other evidence reflecting the balance of the Estimated Closing Unrestricted Cash) (the “Estimated Closing Statements”) in the form attached hereto as Exhibit “A”. (ii) The Purchaser will have the right to review the financial Books and Records relevant to the preparation of the statements setting forth the Estimated Closing TBV and the Estimated Closing Unrestricted Cash and the Seller agrees to cause the accounting personnel of the Company and Opco to assist the Purchaser in accessing and reviewing such Books and Records. The Seller will consider in good faith any comments from the Purchaser regarding the statements containing the Estimated Closing TBV and the Estimated Closing Unrestricted Cash. (iii) If the result of the Estimated Closing TBV minus the Target TBV is a positive number, the Purchase Price shall be increased by such amount on a dollar-for-dollar basis, without duplication. If the result of the Estimated Closing TBV minus the Target TBV is a negative number, the Purchase Price shall be reduced by the TBV Shortfall Factor. (iv) If the result of the Estimated Closing Unrestricted Cash minus the Minimum Unrestricted Cash is a positive number, the Purchase Price shall be increased by such amount on a dollar-for-dollar basis, without duplication. If the result of the Estimated Closing Unrestricted Cash minus the Minimum Unrestricted Cash is a negative number, the Purchase Price shall be reduced by such amount on a dollar-for-dollar basis, without duplication. (v) The Purchase Price as adjusted pursuant to this Section 2.4(a)(iii) and (iv) and calculated in accordance with Exhibit "A1" is referred to as the “Estimated Purchase Price”.

Closing Adjustment. (A) with the actual amount paid at the Closing for Paid Time Off. The ----- Sellers shall notify the Buyer in writing of any disputed items contained in the Assets Determination within thirty (30) days from its delivery, and after such date all undisputed items shall be deemed accepted by Seller and made part of the final determination of the adjustment, if any, to be made to the Purchase Price (the "Final Statement"). As soon as practical, but in any event within thirty (30) days following the Closing, the Sellers shall prepare and deliver to the Buyer an inventory determination (the "Inventory Determination") comparing the cost of the Inventory as of July 31, 1996, which is set forth in Schedule 2.3 hereto, with ------------ the actual cost (including the actual and reasonable freight and handling costs associated with acquiring and delivering the Inventory to the Sam's Club Locations) of the Inventory transferred on the Closing. The Sellers and the Buyer may each conduct their own physical count of the Inventory transferred on the Closing Date. The Buyer shall notify the Sellers in writing of any disputed items contained in the Inventory Determination within thirty (30) days from its delivery, and after such date all undisputed items shall be deemed accepted by the Buyer and made part of the Final Statement. In the event that the Sellers and the Buyer are unable to agree upon disputed items within thirty (30) days after the Buyer's notification thereof, then the amount of the disputed items shall be determined by the accounting firm of Price Waterhouse LLP, or such other firm selected by the Buyer within fifteen days after the end of such thirty day period. The disputed items shall be submitted to the selected accounting firm within thirty days after such accounting firm is selected. The determination by such accounting firm shall be conclusive and binding on all parties, shall be made within sixty days after such disputed items are so submitted and shall be made a part of the Final Statement. The Buyer shall pay all of the fees and expenses of the accounting firm settling any disputed items on the Final Statement.

Closing Adjustment. (i) At the Closing, the Cash Payment shall be adjusted in the following manner: (A) either (1) an increase by the amount, if any, by which the Estimated Closing Working Capital (as determined in accordance with Section 2.04(a)(ii)) is greater than the Target Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Closing Working Capital is less than the Target Working Capital; (B) a decrease by an amount equal to the outstanding Indebtedness of the Company as of the open of business on the Closing Date; (C) a decrease by an amount equal to the Escrow Fund Cash Portion; The net amount after giving effect to the adjustments listed above shall be the “Closing Date Cash Payment.” (ii) At least three Business Days before the Closing, Sellers’ Representative shall prepare and deliver to Buyer a statement setting forth its good faith estimate of Closing Working Capital (the “Estimated Closing Working Capital”), which statement shall contain an estimated balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital (the “Estimated Closing Working Capital Statement”), and a certificate of the Chief Financial Officer of Sellers’ Representative that the Estimated Closing Working Capital Statement was prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the historical financial statements of the Company and consistent with the sample balance sheet calculation attached hereto as Exhibit B.

Closing Adjustment. (i) At Closing, the Company shall prepare and deliver to Buyer a statement setting forth its good faith estimate of Closing Working Capital (the “Estimated Closing Working Capital”), which statement shall contain an estimated balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital (the “Estimated Closing Working Capital Statement”), and a certificate of the Chief Financial Officer of the Company that the Estimated Closing Working Capital Statement was prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Company Financial Statements for the most recent fiscal year end as if such Estimated Closing Working Capital Statement was being prepared and audited as of a fiscal year end.

Closing Adjustment. Escrow Agent shall prepare a Closing statement on the basis set out above, and shall endeavor to deliver such computation to Purchaser and Seller at least two (2) business days prior to Closing.

Closing Adjustment. At the Closing, and subject to Section 7.16(d), the AGCO Payment shall be adjusted in the following manner: (i) with respect to the Company Target Working Capital: (A) increase by eighty-five percent (85%) multiplied by the amount, if any, by which the Estimated Company Closing Working Capital is greater than the Company Target Working Capital; and (B) decrease by eighty-five percent (85%) multiplied by the amount, if any, by which the Estimated Company Closing Working Capital is less than the Company Target Working Capital; (ii) with respect to the Company Closing Cash and Company Closing Indebtedness: (A) increase by eighty-five percent (85%) multiplied by the amount, if any, by which the Estimated Company Closing Cash is greater than the Estimated Company Closing Indebtedness; and (B) decrease by eighty-five percent (85%) multiplied by the amount, if any, by which the Estimated Company Closing Indebtedness is greater than the Estimated Company Closing Cash; (iii) with respect to Company Closing Transaction Expenses: (A) decrease by eighty-five percent (85%) multiplied by the amount, if any, by which the Estimated Company Closing Transaction Expenses are greater than the Company Closing Transaction Expenses; and (B) increase by eighty-five percent (85%) multiplied by the amount, if any, by which the Estimated Company Closing Transaction Expenses are less than the Company Closing Transaction Expenses; (iv) with respect to the JCA Target Working Capital: (A) decrease by fifteen percent (15%) multiplied by the amount, if any, by which the Estimated JCA Closing Working Capital is greater than the JCA Target Working Capital; and (B) increase by fifteen percent (15%) multiplied by the amount, if any, by which the Estimated JCA Closing Working Capital is less than the JCA Target Working Capital; (v) with respect to the JCA Closing Cash and JCA Closing Indebtedness: (A) decrease by fifteen percent (15%) multiplied by the amount, if any, by which the Estimated JCA Closing Cash is greater than the Estimated JCA Closing Indebtedness; and (B) increase by fifteen percent (15%) multiplied by the amount of, if any, by which the Estimated JCA Closing Indebtedness is greater than the Estimated JCA Closing Cash; (vi) with respect to the JCA Closing Transaction Expenses: (A) decrease by fifteen percent (15%) multiplied by the amount, if any, by which the Estimated JCA Closing Transaction Expenses are greater than the Estimated JCA Closing Transaction Expenses; and (B) incr...

Closing Adjustment. Immediately prior to the Transaction Closing, for purposes of determining the number of Subscribed Shares, Pubco shall calculate the number of Adjustment Shares issuable to the Subscriber. For purposes of this Agreement, if the Closing Date XRP Token VWAP (as defined below) is greater than the Signing Date XRP Token VWAP, “Adjustment Shares” shall mean such number of Shares equal to the product of (i) the number of Initial Subscribed Shares issuable to such Subscriber and (ii) the difference between (1) the quotient of the Closing Date XRP Token VWAP and the Signing Date XRP Token VWAP and (2)

Closing Adjustment. At the Closing, the Purchase Price shall be adjusted in the following manner: If the Impact Value is less than the Agreed Value, then the number of DSS Preferred Shares to be delivered to the Seller at Closing shall be adjusted downwards in accordance with the formula below. Number of DSS Preferred Shares to be delivered to the Seller at Closing = ($46,868,000 – (Agreed Value – Impact Value))/0.216). The number of DSS Common Shares to be delivered to the Seller at Closing will not change.