Post-Closing Adjustment of Purchase Price. The Purchase Price shall be subject to adjustment after the Closing as specified in this Section 2.06:
Post-Closing Adjustment of Purchase Price. (a) As soon as practicable but within 15 days after the completion of the external audit of the Buyer’s (or any successor’s) financial statements for the year ended December 31, 2020 (but in no event later than April 30, 2021), the Buyer shall prepare, or cause to be prepared, and deliver to the Seller Representative a written statement (the “Final Closing Statement”) that shall include and set forth (i) a consolidated balance sheet of the Enhanced Entities as of immediately prior to the Closing (the “Closing Balance Sheet”) and a consolidated income statement of each of the Companies for the year ended December 31, 2020 (the “Year End Income Statement”) and (ii) a good faith calculation of the actual (A) EBITDA (the “Final EBITDA”), (B) Payoff Indebtedness (the “Closing Payoff Indebtedness”), (C) Cash (the “Final Cash”), and (D) Transaction Expenses (the “Closing Transaction Expenses”) (with each of Closing Payoff Indebtedness and Closing Transaction Expenses determined as of immediately prior to the Closing, Final Cash shall be determined as of December 31, 2020 and Final EBITDA shall be determined for the year ended December 31, 2020, in each case (except for Closing Transaction Expenses and Unpaid Taxes (included in Payoff Indebtedness)), without giving effect to the transactions contemplated by this Agreement or the Ancillary Agreements), together with, in each case, reasonably detailed supporting information containing the components thereof. Final EBITDA, Closing Payoff Indebtedness, Final Cash and Closing Transaction Expenses shall be calculated in accordance with the definitions thereof and GAAP, which shall (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 by this Agreement or the Ancillary Agreements, (y) be based on facts and circumstances as they exist on the Closing Date and (z) exclude the effect of any, decision or event occurring on or after the Closing Date. In furtherance of the foregoing, the parties acknowledge and agree that GAAP is not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies that are not, in each case, specifically set forth therein. If the Buyer fails to timely deliver any of the Final Closing Statement and the calculations set forth therein in accordance with the f...
Post-Closing Adjustment of Purchase Price. After the Closing Date, the Purchase Price set forth in Section 2.03 shall be adjusted as follows: (i) if the Final Net Worth of Medtext as finally determined pursuant to Section 2.07 shall be more than the Guaranteed Net Worth, then (a) the Cash Payment shall be increased by an amount equal to eighty percent (80%) of the amount of such excess, and (b) the principal amount of the Note shall be increased by an amount equal to twenty percent (20%) of the amount of such excess, and (ii) if the Final Net Worth of Medtext as finally determined pursuant to Section 2.07 shall be less than the Guaranteed Net Worth, then (a) the Cash Payment shall be reduced by an amount equal to eighty percent (80%) of the amount of such shortfall, and (b) the principal amount of the Note shall be reduced by an amount equal to twenty percent (20%) of the amount of such shortfall. In the event that the Cash Payment should be reduced pursuant to (ii) above, the Shareholder shall immediately refund such amount of cash to LRA-CA. In the event that any principal payments on the Note are made by LRA-CA prior to the determination of the final principal balance as a result of the determination of the Final Net Worth, then the amount of any such principal payments shall reduce the amount of the principal balance of the revised Note. In addition, the Note executed and delivered by LRA-CA to the Shareholder at the Closing shall be promptly returned to LRA-CA marked "CANCELLED" upon LRA-CA's delivery of the revised Note to the Shareholder upon determination of the Final Net Worth.
Post-Closing Adjustment of Purchase Price. (a) Within sixty (60) days after the Closing Date, Buyer shall prepare and deliver to Sellers a written statement (the “Post-Closing Statement”), setting forth, in detail: (i) the nature, amount and calculation of the actual Closing Liabilities; and (ii) the nature, amount and calculation of the actual Closing Current Assets.
Post-Closing Adjustment of Purchase Price. Subject to the last sentence of this paragraph, after the Closing Date, the Purchase Price set forth in Section 2(B) shall be adjusted as follows: (i) if the Final Net Worth of the Company as finally determined pursuant to Section 2(E) shall be more than the Guaranteed Net Worth, then the Cash Payment shall be increased by the amount of such excess and (ii) if the Final Net Worth of the Company as finally determined pursuant to Section 2(E) shall be less than the Guaranteed Net Worth, then the Cash Payment shall be decreased by the amount of such shortfall. In the event that the Final Net Worth is more than the Guaranteed Net Worth, the Buyer shall within 15 days pay such amount of cash to the Sellers. In the event that the Final Net Worth is less than the Guaranteed Net Worth, the Sellers shall within 15 days refund such amount of cash to Buyer. Notwithstanding the foregoing, any downward adjustment proposed to be made to the Final Net Worth arising from facts that should have been, but were not, reflected in the Company Financial Statements shall be subject to and shall count against the Threshold Amount set forth in Section 7B(iv) hereof.
Post-Closing Adjustment of Purchase Price. (a) During the 60 days after the Closing Date, the Buyer shall prepare the Working Capital Schedule. The Buyer shall consult with the Seller and the parties shall cooperate with one another in the preparation of the Working Capital Schedule. Within 60 days after the Closing Date, the Buyer shall deliver to the Seller the Working Capital Schedule certified by an officer of the Buyer that it has been prepared in accordance with the requirements of Section 2.9.
Post-Closing Adjustment of Purchase Price. (a) A post-Closing adjustment of the Cash Purchase Price (the “Adjustment Amount”) shall be made to reflect the U.S. dollar amount by which, if at all, the Adjusted Net Assets of the Business as of the Closing Date, as finally determined in the manner provided in this Section 2.6, is less than the Adjusted Net Assets Target. Within three (3) Business Days after the Closing Adjusted Net Assets Amount is finally determined and becomes binding and conclusive on the Parties pursuant to this Section 2.6, the Company, on behalf of Willtek, shall make the payment provided for in this Section 2.6(a), if any, by wire transfer in immediately available funds to an account specified by the Buyers. If the Seller fails to timely make payment of the Adjustment Amount, if any, as provided, the Buyers (or Parent) shall have the right to institute such action or proceeding as they (it) deem appropriate to recover the Adjustment Amount, and, without limiting the foregoing, may do so otherwise, in whole or in part, by way of offset against any monies that may become payable to the Seller Indemnified Parties pursuant to Article IX of this Agreement.
Post-Closing Adjustment of Purchase Price. (a) If the Closing Net Working Capital (as finally determined pursuant to Section 3.01) is less than $300,000 then Seller shall (i) pay to Buyer the difference between $300,000 and the Closing Net Working Capital and (ii) reimburse Buyer for any Initial Excess Working Capital Payments made to Seller pursuant to Section 3.01(b) above.
Post-Closing Adjustment of Purchase Price. At the Closing, the Purchaser shall deliver to the Escrow Agent by wire transfer of immediately available funds to the account(s) designated therefor in the Escrow Agreement, in accordance with the terms of the Escrow Agreement and Section 2.11, the Escrow Amount. The Purchase Price shall be subject to adjustment as specified in this Section 2.10 as follows:
Post-Closing Adjustment of Purchase Price. (a) Within sixty (60) days after the Closing Date, the Buyer shall prepare, or cause to be prepared, and deliver to the Seller a written statement (the “Closing Statement”) that shall set forth a calculation of the actual Net Working Capital as of 11:59 p.m. on the day immediately prior to the Closing Date (the “Closing Net Working Capital”), prepared in accordance with the Balance Sheet Principles and based exclusively on the facts and circumstances as they existed prior to the Closing, excluding the effects of any event, act, change in circumstances or similar development arising or occurring on or after the Closing Date; provided, however, that any Current Liabilities for which the Seller becomes obligated as a result of the consummation of the transactions contemplated hereby, if any, shall be included in the calculation of the Closing Net Working Capital.
