Common use of Debt Adjustment Clause in Contracts

Debt Adjustment. (i) If the Closing Date Debt (as finally determined pursuant to Section 2.3) exceeds the Estimated Closing Date Debt, then the Purchase Price shall be decreased on a dollar-for-dollar basis by a dollar amount equal to the amount of such excess; and (ii) if the Estimated Closing Date Debt exceeds the Closing Date Debt (as finally determined pursuant to Section 2.3), then the Purchase Price shall be increased on a dollar-for-dollar basis by a dollar amount equal to the amount of such deficit; provided, however, for the avoidance of doubt, that if the Closing Date Debt (as finally determined pursuant to Section 2.3) is equal to the Estimated Closing Date Debt, no adjustment to the Purchase Price shall be made by the parties pursuant to this Section 2.4(d).

Appears in 2 contracts

Sources: Stock Purchase Agreement (Veritiv Corp), Stock Purchase Agreement (Icu Medical Inc/De)

Debt Adjustment. (i) If the Estimated Closing Date Debt exceeds the Closing Date Debt (as finally determined pursuant to Section 2.3), then the Buyer shall pay to each Seller an amount of such excess in accordance with each Seller’s Aggregate Percentage Interest; and (ii) if the Closing Date Debt (as finally determined pursuant to Section 2.3) exceeds the Estimated Closing Date Debt, then the Purchase Price Buyer shall be decreased on a dollar-for-dollar basis by a dollar paid an amount equal to the amount of such excess; and (ii) if excess from the Estimated Closing Date Debt exceeds the Closing Date Debt (as finally determined pursuant to Section 2.3), then the Purchase Price shall be increased on a dollar-for-dollar basis by a dollar amount equal to the amount of such deficitAdjustment Escrow; provided, however, for the avoidance of doubt, that if the Closing Date Debt (as finally determined pursuant to Section 2.3) is equal to the Estimated Closing Date Debt, no adjustment to the Purchase Price payments shall be made by the parties pursuant to this Section 2.4(d2.4(c).

Appears in 1 contract

Sources: Stock Purchase Agreement (Impax Laboratories Inc)