Final Purchase Price Adjustment. The Purchase Price shall be adjusted following the Closing based on the difference between the Final Closing Date Purchase Price (as determined in accordance with this Section 1.7) and the Estimated Purchase Price, and payment shall be made in respect of any such post-Closing adjustment as set forth in Section 1.7(f).
Final Purchase Price Adjustment. All indemnification payments under this ARTICLE V shall be deemed adjustments to the Purchase Price.
Final Purchase Price Adjustment. Following the Closing, the parties shall adjust the Purchase Price as follows (the “Final Purchase Price Adjustment”):
Final Purchase Price Adjustment. Each of the Closing Statement of Net Assets, the Closing Statement of Inventories and the Receivables Reserve shall be deemed final for the purposes of this Section 2.07 upon the earliest of (x) the failure of the Purchaser to notify the Seller of a dispute within 30 Business Days of the Seller’s delivery of the Closing Statement of Net Assets to the Purchaser, (y) the resolution of all disputes, pursuant to Section 2.07(b)(ii), by the Seller’s Accountants and the Purchaser’s Accountants and (z) the resolution of all disputes, pursuant to Section 2.07(b)(ii), relating to the Closing Statement of Net Assets the Closing Statement of Inventories or the Receivables Reserve, as applicable, by the Independent Accounting Firm. Within five Business Days of both the Closing Statement of Net Assets and the Closing Statement of Inventories being deemed final, the Seller’s Accountants shall, with the agreement of the Purchaser’s Accountants, calculate the Final Net Working Capital Balance and the Purchase Price shall be finally adjusted as follows:
Final Purchase Price Adjustment. Following the time that the Adjusted Purchase Price are finally determined pursuant to this Section 1.3 (such finally determined amounts, the “Final Purchase Price”), within five (5) Business Days after the Final Purchase Price is determined pursuant to this Section 1.3, Seller shall, pay to Purchaser by wire transfer of immediately available funds to an account designated in writing by Purchaser, an amount equal to the sum of Purchase Price less the Final Purchase Price if the Purchase Price is greater than the Final Purchase Price, and Purchaser shall pay to Seller by wire transfer of immediately available funds to an account designated in writing by Seller, an amount equal to the sum of Final Purchase Price less the Purchase Price if the Final Purchase Price is greater than the Purchase Price. Upon payment of the amounts provided in Section 1.3(c)(ii) in accordance herewith, none of the Parties may make or assert any claim under this Section 1.3. The payment pursuant to this Section 1.3(d) shall be made in Japanese Yen (JPY) using the Telegraphic Transfer Middle Rate (TTM) per The Bank of Tokyo-Mitsubishi UFJ as of the date of such payment.
Final Purchase Price Adjustment. (i) As promptly as practicable following the Closing Date (but in no event later than thirty (30) calendar days thereafter), Purchaser shall prepare and deliver to Sellers' Representative a statement (the "Closing Adjustment Amount Statement") setting forth (A) the amount of Working Capital as of the close of business on the Closing Date ("Closing Working Capital"), determined in accordance with the accounting principles utilized in the preparation of the Reference Balance Sheet, and (B) the amount of Closing Indebtedness, less Cash as of the close of business on the Closing Date ("Closing Net Indebtedness"), if any, determined in accordance with the accounting principles utilized in the preparation of the Reference Balance Sheet.
Final Purchase Price Adjustment. (a) As promptly as practicable, but no later than 60 days, after the Closing Date, Buyer will cause to be prepared and delivered to Holdings the Closing Date Balance Sheet, and a report of (x) the Closing Working Capital Amount and (y) the Closing Long Term Debt.
Final Purchase Price Adjustment. Within thirty (30) days after the Effective Date, Sellers and Purchaser shall determine the “Final Purchase Price Adjustment.” The Final Purchase Price Adjustment shall be an amount equal to the Accrued PTO Difference (as defined below) plus or minus the Prorations.
Final Purchase Price Adjustment. The Purchase Price set forth in Paragraph 4 of this Contract is based on a price of $5.00 per Square Foot of land as shown on the ALTA/ACSM Survey described in Section 24(C) and assumes that the Property contains 5.00 usable acres net of street right of way or floodplain. The Final Purchase price at time of Closing shall be based on a price of $5.00 per Square foot times the total square footage of land stated on the Survey referenced in Paragraph 7(a) net of street right of way or floodplain area. The Purchase Price shall be reduced by the total cost estimates obtained by both the Buyer and Seller for the construction of all off lot infrastructure required by the City to allow development of the individual lots. Said estimates shall be mutually acceptable to both the Buyer and Seller on or before March 25, 2002.
Final Purchase Price Adjustment. All indemnification payments made under this Article 12 shall be deemed to be an adjustment to the Final Purchase Price.
