Closing Purchase Price Adjustment. (a) Unless the parties shall have previously mutually agreed in writing that any portions of the estimated Closing Amounts are to be considered the Final Closing Amounts (as defined below) for purposes hereof (which agreement shall be irrevocable), or with respect to the Final Closing Amount for Used Vehicles which will be irrevocably finalized by the parties no later than five (5) days after the Closing, then, as promptly as practicable, and in any event within forty-five (45) days after the Closing Date (except the Final Closing Amounts for Used Vehicles), the Purchaser shall prepare and deliver to the Seller Parties a statement (the “Revised Closing Statement”) setting forth the Purchaser’s good faith calculation of the Closing Amounts (including all of the components thereof set forth in the definition thereof), together with such schedules and data with respect to the determination thereof as are appropriate to support the calculations set forth in the Revised Closing Statement. The Revised Closing Statement shall be prepared in accordance with the terms of this Agreement and the Purchase Price Calculation/Accounting Principles. The parties agree that the purpose of preparing the Revised Closing Statement and determining the Final Closing Amounts (and all components thereof) and the related adjustments contemplated by this Section 2.07 is to measure the amount of the Final Closing Amounts (and all components thereof) in accordance with the terms of this Agreement and the Purchase Price Calculation/Accounting Principles, and such process is not intended to permit the introduction of different accounting methods, policies, principles, practices, procedures, judgments, classifications or estimation methodologies for the purpose of determining the Final Closing Amounts (and all components thereof) other than those set forth in the Purchase Price Calculation/Accounting Principles. Following the delivery of the Revised Closing Statement, the Purchaser shall provide the Seller Parties and their Representatives with reasonable access to the Transferred Records, work papers and other documents that were used in the preparation of, or otherwise relate to, the Revised Closing Statement, internal and external accountants, relevant personnel and properties of the Purchaser and its Subsidiaries, to permit the Seller Parties and their Representatives to review the Revised Closing Statement and the Purchaser’s calculation of the Closing Amount (and all components the...
Closing Purchase Price Adjustment. In the event that the value of the Shares following the Closing Date is less than $3.75 million, then and in that event, the Post Closing Purchase Price Adjustment will be triggered. If the Post Closing Purchase Price Adjustment is triggered, during each calendar month after Closing and until the Asset Sale is Closed, Innofone shall promptly deliver additional shares of its common stock such that Semotus shall have an aggregate number of shares of Innofone common stock with an aggregate market value as of the date of payment of no less than Three Million Seven Hundred Fifty Thousand and 00/100 Dollars ($3,750,000) ("POST-CLOSING PURCHASE PRICE ADJUSTMENT"). Failure to deliver additional shares within 5 business days after month end will result in termination of "Asset Sale" agreement.
Closing Purchase Price Adjustment. No later than three (3) Business Days, but not more than five (5) Business Days, before the Closing Date, Parent shall prepare and deliver to Buyer a statement (the “Estimated Closing Statement”) setting forth its good faith estimate of the Net Working Capital (the “Estimated Working Capital”), Cash (the “Estimated Cash”), Indebtedness (the “Estimated Indebtedness”), and the Net Intercompany Receivable or Net Intercompany Payable, as applicable (the “Estimated Net Intercompany Receivable” and “Estimated Net Intercompany Payable”), respectively) in each case as of the Reference Time, and the resulting calculation of the Closing Payment, which statement shall be prepared in accordance with Exhibit C to the Original Agreement. If the Estimated Working Capital exceeds the Target Working Capital, such excess shall be called the “Estimated Working Capital Excess.” If the Estimated Working Capital is less than the Target Working Capital, such deficit shall be called the “Estimated Working Capital Deficit.” Following delivery of the Estimated Closing Statement, Parent shall consult in good faith with Buyer regarding the amounts and calculations therein, provide Buyer and its Representatives with reasonable supporting documentation for the calculations included therein, and consider in good faith any comments or modifications from Buyer with respect to such amounts and calculations; provided, that, for the avoidance of doubt, the Estimated Closing Statement as referred to in this Agreement shall refer to the statement delivered pursuant to this Section 2.04 as modified to reflect such comments or modifications from Buyer accepted by Parent (acting in good faith).
Closing Purchase Price Adjustment. If the Post-Closing Purchase Price Adjustment is greater than zero, then Purchaser must deliver, within five days after final determination of the Post-Closing Purchase Price Adjustment, a substitute promissory note (the "Greater Note") for the $4,000,000 Note with a principal amount equal to the $4,000,000 PLUS the amount of the Post-Closing Purchase Price Adjustment PLUS an amount equal to (i) 6%, divided by (ii) 365, multiplied by (iii) the number of days between the Closing Date and the date of delivery of the Net Fixed Asset Value, and multiplied by (iv) the Post-Closing Purchase Price Adjustment. Upon delivery of the Net Fixed Asset Value, Seller must immediately xxxx the $4,000,000 Note "Cancelled" and promptly deliver the cancelled $4,000,000 Note to Purchaser.
Closing Purchase Price Adjustment. The resolution by the certified public accountants of any dispute concerning the Post-Closing Purchase Price Adjustment shall be final, binding and conclusive upon the parties and shall be the parties' sole and exclusive remedy regarding any dispute concerning the Post-Closing Purchase Price Adjustment
Closing Purchase Price Adjustment. The closing ("Closing") of the sale and purchase of the Shares contemplated hereby shall take place at the offices of the legal counsel for Buyer's lead lender described in the Financing Letters (as defined in Section 4.5) in New York, New York, at 10:00 a.m. local time on December 29, 1995 or, if later, the date that is five business days following notice from Buyer to Seller of the anticipated satisfaction of the condition set forth in Section 7.7, or on such other date and such other place as the parties may agree, but in any event not later than January 31, 1996 ("Termination Date"); provided, however, in the event that any of the conditions set forth in Sections 6.4, 6.5, 7.4 and 7.5 shall not have been met or waived in writing by the Termination Date, such date shall be extended to the first to occur of (i) the satisfaction or written waiver of all such conditions or (ii) March 15, 1996. The day of Closing is referred to hereinafter as the "Closing Date."
Closing Purchase Price Adjustment. Within five Business Days after the Purchase Price becomes final and binding in accordance with Section 1.7:
Closing Purchase Price Adjustment. 9 (a) Closing............................................................................. 9 (i) Payments by Buyer at Closing...................................................... 9 (ii) Deliveries by Sellers at Closing.................................................. 9 (iii) Determination of Closing Net Worth................................................ 9 (b) Determination and Allocation of Purchase Price.................................... 12 (c) Sales or Transfer Taxes and Recording Fees........................................ 13 (d)
Closing Purchase Price Adjustment. The Purchase Price is subject to adjustment after the Closing Date as follows:
Closing Purchase Price Adjustment the Seller shall deliver to the Buyer a consolidated balance sheet of the Company (the “Estimated Closing Balance Sheet”) setting forth the Seller’s good faith determination of (i) the Net Working Capital as of the close of business on the Closing Date (the “Estimated Closing Net Working Capital”) and (ii) the Financial Indebtedness as of the closing of business on the Closing Date (the “Estimated Closing Financial Indebtedness”), in each case prepared in accordance with GAAP, applied on a consistent basis with the Seller’s past practices and the accounting principles, policies and methodologies utilized in the preparation of the latest balance sheets of the Company included in the year-end unaudited Financial Statements. In the event that no fewer than two (2) Business Days prior to the Closing Date the Buyer notifies the Seller of any errors that the Buyer believes are contained in the Estimated Closing Balance Sheet, the Seller shall in good faith consider the Buyer’s comments relating to such errors and make any amendments to the Estimated Closing Balance Sheet which the Seller reasonably deems necessary to correct such errors.
