Initial Purchase Price Adjustments Sample Clauses
Initial Purchase Price Adjustments. (a) The Initial Purchase Price shall be increased or decreased, as the case may be, on a dollar for dollar basis as follows:
(i) decreased by the amount of Initial Working Capital;
(ii) decreased by the amount of cash or cash equivalents of the Company distributed by the Company from and after the Effective Date until Closing (which, for the avoidance of doubt, will include any dividend or other distribution payable in cash) (the “Distribution Adjustment”);
(iii) increased by the amount of cash or cash equivalents contributed to the Company from and after the Effective Date until Closing by the Company’s parent or any of its Affiliates (the “Contribution Adjustment”);
(iv) increased to the extent that the amount of Net Intercompany Indebtedness immediately prior to the settlement thereof at Closing is greater than the amount of Net Intercompany Indebtedness at the Effective Date, or decreased to the extent that the amount of Net Intercompany Indebtedness immediately prior to the settlement thereof at Closing is less than the amount of Net Intercompany Indebtedness at the Effective Date (the “Intercompany Indebtedness Adjustment”);
(v) increased or decreased, as applicable, by the adjustments described at Schedule 2.3(a)(v) attached hereto (the “Special Adjustments”);
(vi) increased, by the amount of $1,050,000 as payment for services to be provided under the Transition Services Agreement (the “TSA Adjustment”); and
(vii) decreased by the aggregate amount of Title Defect Amounts and Environmental Defect Amounts in accordance with the procedures in Exhibit A and Section 2.4 (collectively the “Defect Adjustment”). Each Adjustment shall be determined without duplication of any amounts included in another Adjustment hereunder.
(b) No less than two (2) Business Days before the scheduled Closing Date, Seller shall deliver to Buyer in writing its good faith estimate of the Adjustments as determined as of the Closing Date (the “Initial Adjustments”), together with its calculation of the Initial Adjustments in reasonable detail (the “Closing Estimate”).
(c) On or before the date that is forty-five (45) days after the Closing Date, Buyer shall prepare and deliver to Seller a closing balance sheet of the Company (the “Closing Date Balance Sheet”) and a statement (a “Closing Statement”) setting forth calculations of each of (i) the Distribution Adjustment, (ii) the Contribution Adjustment, (iii) the Intercompany Indebtedness Adjustment, (iv) the Special Adjustments, (v...
Initial Purchase Price Adjustments. 3.1 The Initial Purchase Price for the Shares has been agreed between the Parties on the basis that the net equity value of the Company as per the Completion Accounts shall be at least NLG 1,-- (in words: one Dutch Guilder) (hereinafter: the "Net Equity Value"), and that the tax losses ("fiscaal compensabele verliezen") of the Company shall be equal to an amount of approximately NLG 3,975,000 (in words: three million nine hundred seventy-five thousand Dutch Guilders), and in reliance on the representations and warranties set out in this Agreement and Schedule 2 hereto. ----------
3.2 The Parties agree that one or more provisions ("voorzieningen") will be included in the Accounts of the Company on an annual basis in connection with the realisation of any fiscal benefit to the Company resulting from the reduction of its taxable income over the period between January 1, 1998 up to and including December 31, 2002, through the set-off of its tax losses ("fiscaal compensabele verliezen") as determined by the Company's final assessment for corporate income tax for the year 1997 ("definitieve aanslag vennootschapsbelasting 1997") against its aggregate results during such period.
3.3 The maximum amount of the provision(s) ("voorziening(en)") to be provided for in the Accounts of the Company during the period as from January 1, 1998 up to and including December 31, 2002, if any, shall be determined by the Purchaser's Accountants on the basis of the final assessment for corporate income tax for the year 1997 ("definitieve aanslag vennootschapsbelasting 1997") as established by the tax inspector on the basis of the 1997 return. This maximum amount will be calculated on the basis of the following formula: 20% x the corporate income tax rate (currently, 35%) x the final tax loss carry forward as determined by the tax inspector on the basis of the 1997 return (the "Tax Loss Carry Forward"). The actual provision(s) to be included in the Accounts of the Company for the period as from January 1, 1998 up to and including December 31, 2002 will be (re)calculated on the basis of the taxable results of the Company during the period as from January 1, 1998 up to and including December 31, 2002, and will be set at a maximum of the Tax Loss Carry Forward, and subject to a total maximum provision for the period as from January 1, 1998 up to and including December 31, 2002 of the amount of the Tax Loss Carry Forward plus interest accrued thereon from the end of each tax year in whic...
Initial Purchase Price Adjustments. (a) The Initial Purchase Price shall be increased or decreased, as the case may be, on a dollar for dollar basis as follows: (i) decreased by the amount of Initial Working Capital; (ii) decreased by the amount of cash or cash equivalents of the Company distributed by the Company from and after the Effective Date until Closing (which, for the avoidance of doubt, will include any dividend or other distribution payable in cash) (the “Distribution Adjustment”);
Initial Purchase Price Adjustments. (a) At least three (3) Business Days prior to the Closing Date, Company shall deliver to Buyer an estimated statement of the Allocation Amount as of the Closing Date (the “Pre-Closing Statement”), which shall be determined in accordance with the example set forth on Section 2.3
Initial Purchase Price Adjustments. The Company will cause to be delivered to Parent, no later than three (3) Business Days prior to the Closing, (i) an estimated statement setting forth the Company’s good faith estimate of the Closing Adjustment (the “Estimated Closing Adjustment”), and (ii) a certificate as to the preparation of the Estimated Closing Adjustment executed by the principal financial officer of the Company.
(a) The Cash Consideration shall be adjusted as follows:
(i) if the Estimated Closing Adjustment is less than $0, the Cash Consideration shall be reduced by an amount equal to the Estimated Closing Adjustment (subject to the potential true up set forth in Section 2.09 below); and
(ii) if the Estimated Closing Adjustment is greater than $0, the Cash Consideration shall be increased by an amount equal to the Estimated Closing Adjustment (subject to the potential true up set forth in Section 2.09 below).
Initial Purchase Price Adjustments