Pension Purchase Price Adjustment Sample Clauses

Pension Purchase Price Adjustment. Section 2.4 of the Agreement is hereby amended by inserting the following new subsection (d) immediately following subsection (c) thereof:
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Pension Purchase Price Adjustment. (a) As promptly as practicable following the completion of the Pension Transfers pursuant to Section 2.7(b) of the Employee Matters Agreement, but in no event more than one hundred eighty (180) days after the Closing Date, DuPont shall prepare and deliver to Buyer a statement (the "Preliminary Closing Pension Funding Statement") that sets forth (together with information to demonstrate how it determined such amount) the amount, if any, (the "Preliminary Closing Pension Funding Amount") by which (i) the projected benefit obligations under all Foreign Pension Plans that are attributable as of the Effective Time to Non-US DPC Employees (the "Pension Liabilities") exceeds (ii) the sum of the Reference Pension Funding Amount plus (A) the fair market value as of the Effective Time of the assets of the HPG Scheme (including, for the avoidance of doubt, taking into account any contributions to the HPG Scheme that DuPont or its Affiliates have made prior to the Effective Time in accordance with the final sentence of Section 5.1), plus (B) with respect to the Buyer Transferee Pension Plans, the aggregate fair market value as of the Effective Time of the assets that have been transferred to the Buyer Transferee Pension Plans pursuant to Section 2.7(b) of the Employee Matters Agreement (including for the avoidance of doubt taking into account any contributions to plans that DuPont or its Affiliates have made prior to Closing in accordance with the final sentence of Section 5.1, to the extent such amounts are contributed to or transferred to the applicable Buyer Transferee Pension Plan) plus (C) any assets that DuPont or its Affiliates (other than the Transferred Companies and their Subsidiaries) irrevocably commits before the Effective Time to, and does contribute to the Foreign Pension Plans that within one hundred eighty (180) days after the Closing Date are contributed to or transferred to an applicable Buyer Transferee Pension Plan (such sum of (A) plus (B) plus (C) the "Pension Assets"). In the event DuPont or one of its Affiliates (other than the Transferred DPC Companies and their Subsidiaries) irrevocably commits before the Effective Time to contribute assets to a Foreign Pension Plan and such assets are not contributed to or transferred to an applicable Buyer Transferee Pension Plan within one hundred eighty (180) days after the Closing Date and such assets are contributed to or transferred to an applicable Buyer Transferee Pension Plan within one (1) year af...
Sample 1
Pension Purchase Price Adjustment. Section 2.4 of the Agreement is hereby amended by inserting the following new subsection (d) immediately following subsection (c) thereof: "(d) The parties acknowledge that the Pension Transfer that is contemplated to occur under Section 2.7(b) of the Employee Matters Agreement in respect of the E. I du Pont Canada Company Pension Plan (the “Canada Pension Transfer”) is not expected to occur within one hundred eighty (180) days following the Closing Date and that Flash Lux Co S.A X.X. and E.I. du Pont Canada Company (“DuPont Canada”) shall enter into a certain Pension Transfer Agreement on the Closing Date (the “Canada Pension Transfer Agreement”) in respect of the Canada Pension Transfer. Notwithstanding anything in this Section 2.4 to the contrary, to the extent that the Canada Pension Transfer does not occur within one hundred eighty (180) days following the Closing Date, the Final Pension Funding Amount shall be determined pursuant to Sections 2.4(a) and 2.4(b) on the basis that the value of the assets as of the Closing Date to be transferred in connection with the Canada Pension Transfer will be equal to the Transfer Amount (as defined in the Canada Pension Transfer Agreement) as reflected in the initial application(s) to the applicable regulatory authorities for the approval of the Canada Pension Transfer that is submitted by DuPont Canada in accordance with the first sentence 1 of Section 2.2(d) of the Canada Pension Transfer Agreement (the “Expected Canada Transfer Amount”), and accordingly, subject to the later provisions of this Section 2.4(d), such amount shall be treated as Pension Assets for purposes of this Section 2.4. At the time the Canada Pension Transfer occurs in accordance with the Canada Pension Transfer Agreement, if the regulatory authorities require that the value of assets to be transferred as of the Closing Date be equal to the Directed Amount (as defined in Section 2.2(e) of the Canada Pension Transfer Agreement), then the Final Pension Funding Amount shall be redetermined by substituting such Directed Amount for the Expected Canada Transfer Amount, and the amount, if any, payable by DuPont pursuant to Section 2.4(c) shall be redetermined, provided that the amount, if any, payable in accordance with Section 2.4(c) shall be reduced by the aggregate amount, if any, previously paid by DuPont pursuant to Section 2.4(c). DuPont shall pay any such amount within five (5) Business Days following such a redetermination together with inte...
Sample 1

Related to Pension Purchase Price Adjustment

  • Purchase Price Adjustment (a) As soon as reasonably practicable, following each Closing Date, Purchaser shall prepare, or shall cause to be prepared, a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was prepared in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaser) (the “Accounting Expert”) to (i) audit the Final Closing Statement and issue a report thereon, and (ii) certify in writing to Parent and Purchaser that such audit was conducted in accordance with the terms hereof, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by Parent.

  • Purchase Price Adjustments (a) No later than 75 days following the Closing, Purchaser shall cause to be prepared and delivered to Seller a statement (the “Post-Closing Payment Statement”) setting forth (i) Purchaser’s good faith calculation of the aggregate amount of the Cash Equivalents, (ii) Purchaser’s good faith calculation of the Net Working Capital and the resulting amount, if any, by which the Net Working Capital is less than (or greater than) Target Working Capital, (iii) Purchaser’s good faith estimate of the Closing Indebtedness, (iv) Purchaser’s calculation of the Aggregate Purchase Price based on the foregoing and (v) Purchaser’s calculation of the Loan Receivables. If Seller accepts the Post-Closing Payment Statement in writing, or if Seller fails to notify Purchaser of any dispute with respect thereto within 30 days following receipt thereof, then the calculation of the Aggregate Purchase Price and the components thereof and Purchaser’s calculation of the Loan Receivables as set forth in the Post-Closing Payment Statement shall be deemed final and conclusive and binding upon all parties. If Seller disputes the accuracy of the calculation of the Aggregate Purchase Price or any component thereof or the calculation of the Loan Receivables set forth in the Post-Closing Payment Statement, Seller shall provide written notice to Purchaser no later than 30 days following receipt of the Post-Closing Payment Statement (the “Dispute Notice”), setting forth in reasonable detail those items that Seller disputes, the amounts of any adjustments that are necessary in Seller’s judgment for the computation of the Aggregate Purchase Price or the components thereof or the calculation of the Loan Receivables to conform to the requirements of this Agreement, and the basis for its suggested adjustments. During the 30-day period following delivery of a Dispute Notice, Purchaser and Seller will negotiate in good faith with a view to resolving their disagreements over the disputed items. From and after the delivery of the Post-Closing Payment Statement to Seller and until the final determination of the Aggregate Purchase Price and the Loan Receivables in accordance with this Section 2.6, Seller and its agents will be provided with such reasonable access during normal business hours to the relevant portions of the financial books and records of the Company and its Subsidiary and access to the agents and employees of the Company and its Subsidiary (including independent accountants and their work papers, subject to execution of customary access papers) as Seller may reasonably request to enable it to respond to the Post-Closing Payment Statement. If the parties resolve their differences over the disputed items in accordance with the foregoing procedure, the Aggregate Purchase Price and the Loan Receivables shall be the amount agreed upon by them. If the parties fail to resolve their differences over the disputed items within such 30-day period, then Purchaser and Seller shall forthwith jointly engage the Accounting Arbitrator to make a binding determination as to the disputed items in accordance with this Agreement. The “

  • Post-Closing Purchase Price Adjustment (a) As soon as practicable, but no later than forty-five (45) calendar days after the Closing Date, Buyer shall cause to be prepared and delivered to Griffon a single statement (the “Closing Statement”) setting forth Buyer’s calculation of (i) the Net Working Capital, (ii) based on such Net Working Capital amount, the Net Working Capital Adjustment, (iii) the Closing Date Funded Indebtedness, (iv) the Closing Date Cash, (v) the Transaction Related Expenses and the components thereof in reasonable detail. Buyer’s calculation of the Net Working Capital, the Net Working Capital Adjustment, the Closing Date Funded Indebtedness, the Closing Date Cash and the Transaction Related Expenses set forth in the Closing Statement shall be prepared and calculated in good faith, and in the manner and on a basis consistent with the terms of this Agreement and the Accounting Principles (in the case of Net Working Capital) and the definitions thereof, and in the case of Net Working Capital shall also be in the same form and include the same line items as the Estimated Net Working Capital calculation, and shall otherwise (x) not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby, (y) be based on facts and circumstances as they exist as of the Closing and (z) exclude the effect of any decision or event occurring on or after the Closing. In furtherance of the foregoing, Buyer acknowledges and agrees that the Accounting Principles are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies. If the Closing Statement is not so timely delivered by Buyer for any reason, then the Estimated Closing Statement shall be considered for all purposes of this Agreement as the Closing Statement, from which the Seller will have all of its rights under this Section 2.7 with respect thereto, including the right to dispute the calculations set forth in the Estimated Closing Statement in accordance with the procedures set forth in Section 2.7(b) and Section 2.7(c) mutatis mutandis.

  • Price Adjustment Civil works contracts of long duration (more than 18 months) shall contain an appropriate price adjustment clause.

  • Price Adjustments 17.1 Prices for Goods/Services supplied in terms of this Agreement shall be subject to review as indicated in the Schedule of Requirements/Works Order annexed hereto.

  • Base Price Adjustments The base aircraft price (pursuant to Article 3 of the Agreement) of the Option Aircraft will be adjusted to Boeing's and the engine manufacturer's then-current prices as of the date of execution of the Option Aircraft Supplemental Agreement.

  • Conversion Price Adjustment In the event the Company, shall, at any time following the issuance of the Series A-1 Preference Shares, issue additional Common Shares in a financing transaction the sole purpose of which is to raise capital, at a price per share less than the Conversion Price then in effect, then the Conversion Price upon each such issuance shall be reduced to a price equal to the consideration paid for such additional Common Shares.

  • Purchase Price; Allocation of Purchase Price (a) The purchase price for the Purchased Assets and the Shares (the “Purchase Price”) is $3,000,000,000 (three billion dollars) in cash. The Purchase Price shall be paid as provided in Section 2.09 and shall be subject to adjustment as provided in Sections 2.09 and 2.11. Seller shall be treated as receiving a portion of the Purchase Price as agent for its Affiliates actually selling the Purchased Assets and the Shares consistent with the allocation of the Purchase Price pursuant to the Allocation Statement.

  • Exercise Price Adjustment Whenever the number of Warrant Shares purchasable upon the exercise of the Warrant is adjusted, as herein provided, the Exercise Price payable upon the exercise of this Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Warrant Shares purchasable upon the exercise of the Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Warrant Shares purchasable immediately thereafter.

  • Purchase Price Payment The total Purchase Price for the Property is the amount of the successful bid for the parcel at public auction.

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