Closing Adjustments Sample Clauses
The Closing Adjustments clause defines how the final purchase price or other financial terms are recalculated at the closing of a transaction to reflect changes in certain variables, such as working capital, inventory, or debt levels, between the signing and closing dates. Typically, this clause outlines the specific items subject to adjustment, the method for calculating any differences, and the process for resolving disputes over the final figures. Its core practical function is to ensure that the parties receive fair value based on the actual financial position of the business at closing, thereby preventing unexpected gains or losses due to fluctuations in key financial metrics.
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Closing Adjustments. (a) The cash portion of the Purchase Price described in Section 6.1(a) and the Development Site Purchase Price, as applicable, shall be increased, by:
(i) any cash on hand at the Hotels when a Prime Subsidiary takes possession (any such cash shall be counted by representatives of ShoLodge and Prime on the Closing Date);
(ii) any revenue generated by the operation of the Hotels through and including the night before the Closing Date arising from accounts receivable with respect to guests of the Hotels then in occupancy which in the normal course of business would be received after the Closing (the amount of such revenue to be determined by representatives of ShoLodge and Prime on the Closing Date);
(iii) amounts paid prior to Closing for any ad valorem real estate taxes and assessments relating to the Real Property on account of any period from and after 12:01 a.m. of the Closing Date;
(iv) personal property taxes, gross receipts taxes, sales taxes, excise taxes, hotel occupancy taxes or other similar taxes (but excluding income and franchise taxes), if any, relating to the Assets paid prior to Closing on account of any period from and after 12:01 a.m. of the Closing Date;
(v) amounts paid prior to Closing under any Operating Agreement, the HPT Lease (including, if applicable, as amended, or pursuant to the separate lease contemplated in Section 3.8) or any instrument creating a Permitted Exception on account of any period from and after 12:01 a.m. of the Closing Date;
(vi) accrued but unpaid interest earnings on the HPT Lease Guaranty Deposit for any period prior to 12:01 a.m. of the Closing Date (if such HPT Lease Guaranty Deposit is not returned from HPT and/or Landlord to ShoLodge or STI);
(vii) any utility deposits relating to the Assets which are transferred and remain on deposit after Closing for the benefit of a Prime Subsidiary or Prime, as applicable; and
(viii) any other charges or fees customarily prorated by a credit to the seller in the jurisdiction in which the Real Property is situated, on customary terms.
(b) The cash portion of the Purchase Price described in Section 6.1(a) and the Development Site Purchase Price, as applicable, shall be decreased, by:
(i) any Advance Payments retained by STI, an Additional Hotel Subsidiary, or Southeast, as applicable;
(ii) unpaid ad valorem real estate taxes and assessments relating to the Real Property on account of any period prior to 12:01 a.m. of the Closing Date;
(iii) unpaid personal property taxes...
Closing Adjustments. To the extent that any prorations, adjustments or other amounts with respect to the Contributed Entity or the Property shall be payable by or to the Contributors at or following each Closing in accordance with the provisions of the Master Agreement, the amount of the purchase consideration determined pursuant to Section 1.2(a) shall be adjusted accordingly, it being acknowledged and agreed by each Contributor that from and after the date hereof, (i) the Contributed Entity shall not declare, pay or otherwise make provision for any dividends or distributions and (ii) immediately prior to the Closing, in addition to any prorations, adjustments or other amounts payable by or to the Contributors with respect to the Contributed Entity or the Property, the Contributed Entity shall distribute to each Contributor receiving Securities an amount equal to the amount such Contributor would have been paid as a distribution on account of the Securities it will receive at Closing had such Securities been issued and sold to such Contributor at the Initial Closing.
Closing Adjustments. (a) No later than ten (10) Business Days prior to the Closing Date, the Target Company will deliver to Holdings the Target Company’s calculation of the Merger Consideration, including the Company’s good-faith estimate of each of: (i) the Closing Working Capital and the resulting Working Capital Adjustment, (ii) the amount of outstanding Indebtedness as of the Closing and the resulting Indebtedness Adjustment, and (iii) the total amount of Transaction Expenses that are incurred and unpaid by the Target Company as of the Closing and the resulting Transaction Expense Adjustment, in reasonable detail (the “Closing Statement”). Such estimates will be based on the Target Company’s books and records, the best estimate of the management of the Target Company and other information then available and will be prepared in accordance with GAAP. Holdings will have the right to review the Closing Statement and such supporting documentation or data of the Target Company as Holdings may reasonably request. If Holdings does not agree with the Closing Statement, the Target Company and Holdings will negotiate in good faith to mutually agree on an acceptable Closing Statement no later than five (5) Business Days prior to the Closing Date, and the Target Company will consider in good faith any proposed comments or changes that Holdings may reasonably suggest; provided, however, that the failure to include in the Closing Statement any changes proposed by Holdings, or the acceptance by Holdings of the Closing Statement, or the consummation of the Closing, will not limit or otherwise affect Holdings’ remedies under this Agreement, including Holdings’ right to include such changes or other changes in the Closing Statement, or constitute an acknowledgment by Holdings of the accuracy of the Closing Statement; provided, further, that the failure of Holdings and the Target Representative to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise fail to close the transactions contemplated hereunder.
Closing Adjustments. The Parties agree that there will be an adjustment made within ninety (90) days of the Closing Date to adjust for any Excluded Assets and/or Excluded Liabilities that are found to exist as of the Closing Date, as such Excluded Assets or Excluded Liabilities may relate to the Purchased Assets or the Business, so that the Seller will be responsible and liable to the Purchaser for the liabilities of the Seller that exist as of the Closing Date, less a credit for any miscellaneous cash on hand (for clarity, the Parties intend that cash on hand at Closing will be zero), credit card receivables, a pro rata portion of prepaid items, and other Excluded Assets delivered to Purchaser. If such Excluded Assets exceed such Excluded Liabilities as of the Closing Date, the Purchaser shall promptly pay such amount to the Seller. Within 90 days following the Closing Date, the Parties will cooperate to agree on an allocation of the Purchase Price among the Purchased Assets and the Non-Compete Agreement. The allocation schedule shall be prepared in accordance with Code Section 1060 and the regulations thereunder. Each party (a) shall timely file all tax returns in a manner consistent with the final allocation schedule and, (b) in the event of any examination, audit, or other proceeding with respect to any tax return, will take no position inconsistent with the final allocation schedule. The maximum amount that may be allocated in the final allocation schedule to the Non-Compete Agreement shall not exceed $10,000 ($90,000 in aggregate across all Definitive Agreements).
Closing Adjustments. (a) The following adjustments shall be made as of 11:59 P.M. of the day before the Closing:
(i) Real estate taxes and water charges and sewer rents, unless same are part of common charges, on the basis of the fiscal period for which assessed, except that if there is a water meter with respect to the Unit, apportionment shall be based on the last available actual reading, subject to adjustment after the Closing, promptly after the next reading is available; provided, however, that in the event real estate taxes have not, as of the date of Closing, been separately assessed to the Unit, real estate taxes shall be apportioned on the same basis as provided in the Declaration or By-Laws or, in the absence of such provision, based upon the Unit’s percentage interest in the Common Elements;
(ii) Common charges of the Condominium; and
(iii) If fuel is separately stored with respect to the Unit only, the value of fuel stored with respect to the Unit at the price then charged by Seller’s supplier (as determined by a letter or certificate to be obtained by Seller from such supplier), including any sales taxes.
Closing Adjustments. To the extent that any prorations, adjustments or other amounts with respect to the Contributed Entity or the Property shall be payable by or to the Contributor at or following the Closing in accordance with the provisions of the Master Agreement, the consideration amount set forth in Section 1.2(a) shall be adjusted accordingly by that number of OP Units equal to the quotient of (i) such proration, adjustment or other amount divided by (ii) $8.15, rounded to the nearest whole number of OP Units.
Closing Adjustments. Three (3) Business Days prior to the Closing Date, Seller shall deliver to Purchaser its good faith estimate of the Retained Working Capital as of March 31, 2007 (the “Estimated Retained Working Capital Calculation”), which shall be based upon and reconciled to the Unaudited March Balance Sheet. Within two (2) Business Days following receipt of the Estimated Retained Working Capital Calculation, Purchaser may object in good faith to the Estimated Retained Working Capital Calculation by giving written notice to Seller setting forth in reasonable detail: (i) the specific amount to which Purchaser objects (the “Objection Amount”), (ii) the reasons for Purchaser’s objection (which shall be based on GAAP) and (iii) Purchaser’s proposed adjustments to Seller’s calculation (“Purchaser’s Estimate Objection”). If Purchaser fails to object to the Estimated Retained Working Capital Calculation within such two (2) Business Day period, Purchaser will be deemed to have conclusively agreed with and shall be bound by the Estimated Retained Working Capital Calculation for the purposes of Section 3.3.1(a)(i), and the Purchase Price will be adjusted as set forth in Section 3.3.1(a)(i) based on the Estimated Retained Working Capital Calculation. If Purchaser objects to the Estimated Retained Working Capital Calculation, Seller and Purchaser shall confer in good faith following Seller’s receipt of Purchaser’s Estimate Objection for the period up to the Closing (the “Estimate Resolution Period”) to attempt to reach agreement regarding such Objection Amount. If Seller and Purchaser reach agreement during the Estimate Resolution Period, the Purchase Price will be adjusted as set forth in Section 3.3.1(a)(i) based on the agreed upon Estimated Retained Working Capital Calculation. If Seller and Purchaser are unable to reach agreement during the Estimate Resolution Period with respect to the Objection Amount, (a) the Purchase Price will be adjusted as set forth in Section 3.3.1(a)(i) based on the Estimated Retained Working Capital Calculation, excluding the Objection Amount adjusted to reflect the results of the parties’ good faith negotiations, at the Closing and (b) Seller and Purchaser will resolve any outstanding disagreement regarding the Objection Amount following the Closing in accordance with the procedures set forth in Section 3.2.1(a)(ii) and Section 3.2.2(a), as applicable.
Closing Adjustments. The cash due at Closing pursuant to Section 2.2 shall be subject to adjustment as of the Closing Date in accordance with the following provisions:
Closing Adjustments. (a) All adjustments customary in asset acquisitions, including, without limitation, rents, security deposits, real estate taxes, water charges and other taxes and charges related to any Real Property, and any tax certiorari proceedings and refunds or assessments related thereto, if relating to a period before and after the Formation Closing, shall be apportioned between Seller and the LLC. All such adjustments shall be made at the time of the Formation Closing except for those adjustments that cannot be determined as of the Formation Closing. If such adjustment cannot be determined as of the Formation Closing it shall be determined as promptly as practicable following the end of the period to which it related and paid not later than two business days after such determination. Promptly after the final determination of all adjustments, the adjustments shall be netted, and any net adjustment amount owing shall be paid in cash by the Seller or the LLC, as the case may be, to the other.
(b) Seller shall pay to the LLC at the time of the Formation Closing the aggregate amount of all prepayments made to or advances received by Seller under all Contracts being assigned to the LLC pursuant to this Agreement including, but not limited to, all deposits made with respect to such agreements for services to be rendered after the Formation Closing.
(c) The LLC shall pay to Seller at the time of the Formation Closing the aggregate amount of all prepayments or advances made by the Seller under all Contracts assigned to and assumed by the LLC pursuant to this Agreement, but only to the extent such prepayments or advances apply to shipments to be made by vendors or received at the Terminal after the Formation Closing. LLC Interests; and Managing Member Appointment.ests; Consideration for
3.1 Purchase and Sale of LLC Interests. On the LLC Interest Closing date, and immediately after completion of the Formation Closing, Seller and AFFCO will sell and transfer to Buyer, and Buyer will purchase from Seller and AFFCO, free and clear of any liens or encumbrances of any nature whatsoever, an aggregate of 50,000 LLC Units in the LLC, which will represent fifty percent (50%) of the LLC Units owned by Seller, and fifty percent (50%) of the LLC Units owned by AFFCO, and which in the aggregate will represent fifty percent (50%) of all outstanding LLC Units (collectively the APurchased LLC Units@).
Closing Adjustments. Prior to Closing, Seller shall prepare and deliver to Buyer for review, comment and agreement, a proration statement for the Property, and each Party shall be credited or charged at the Closing, in accordance with the following: