Purchase Price Adjustment Sample Clauses

Purchase Price Adjustment. (a) Within 90 days following the Closing, the Buyer shall prepare and deliver, or cause to be prepared and delivered, to the Seller a statement (the “Closing Schedule”) setting forth: (i) the Buyer’s determination of the actual amounts of (A) the Adjustment Amount, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage (the “Final Adjustment Amount”), and (B) the Seller Indebtedness Amount, in each case as of 12:01 a.m. Eastern Time on the Closing Date without taking into account any of the transactions to be completed on the Closing Date in accordance with the terms of this Agreement; (ii) a calculation of any adjustments to the Closing Payment based on such calculations (the adjusted Closing Payment as a result of such calculation being the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”). (b) Within fifteen (15) days after delivery of the Closing Schedule, the Seller may deliver a notice to Buyer either: (i) concurring with the Closing Schedule (a “Notice of Concurrence”); or (ii) disagreeing therewith (a “Notice of Disagreement”). If the Seller delivers a Notice of Disagreement, then it shall be accompanied by the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any notice within such 15-day period, the Seller shall be deemed to have delivered a Notice of Concurrence. (c) If a Notice of Concurrence is delivered or deemed delivered, and if the Final Closing Payment is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of the delivery of the Notice of Concurrence. (d) If a Notice of Disagreement is delivered, then the Seller and the Buyer shall, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during su...

Purchase Price Adjustment. (a) Within 30 days after the Closing, Seller shall obtain from MPC and deliver to Purchaser a statement (each, an "Adjustment Statement") which reflects (i) the net book value, as reflected on the books of Seller as of the Closing of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with the PSE Colstrip Interests (the "Inventory Adjustment Amount"), and (ii) the Maintenance and Capital Expenditures Amount applicable to the PSE Colstrip Interests. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing are referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by MPC within five days prior to the Closing consistent with MPC's current inventory procedures (the "Inventory Survey"). Seller will request that MPC permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as MPC, has historically used in connection with the calculation of the items reflected on such Adjustment Statement. Purchaser agrees to cooperate with Seller and MPC in connection with the preparation of each Adjustment Statement and related information, and shall provide to Seller and MPC such books, records and information as may be reasonably requested from time to time. (b) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; provided, however, that Purchaser shall notify Seller and MPC in writing of the disputed amount, and the basis of such dispute, within ten (10) Business Days of Purchaser's receipt of the applicable Adjustment Statement. In the event of a dispute with respect to any part of an Adjustment Amount, Purchaser and Seller shall attempt to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties. If Purchaser and Seller are unable to reach a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, an...

Purchase Price Adjustment. (a) No later than five calendar days prior to the Closing Date, the Seller shall deliver to the Buyer a statement (the “Estimated Closing Statement”) setting forth the Seller’s good faith estimate of: (i) the Closing Working Capital; (ii) the Closing Cash; (iii) the Closing Indebtedness; (iv) the Closing Transaction Costs; and (v) the Closing Payment. The Estimated Closing Statement shall also include instructions that identify (A) the bank account for the Seller and the amount of the Closing Payment to be paid to such bank account at the Closing and (B) the bank accounts designated to facilitate direct payment by the Buyer of the Closing Indebtedness and the Closing Transaction Costs, in each case as set forth in the Estimated Closing Statement, to the applicable payees on behalf of the Company Entities. The Estimated Closing Statement shall be prepared and calculated using the applicable definitions contained in this Agreement, in accordance with the Accounting Principles and in the same format as the Sample Calculation. The Seller will review any comments proposed by the Buyer with respect to the Estimated Closing Statement, and will consider, in good faith, any appropriate changes; provided that the Seller shall not be required to make any changes proposed by the Buyer that it does not deem appropriate and in the event of any disagreement between the Seller and the Buyer prior to the Closing with respect to the Estimated Closing Statement, the Closing Amounts provided by the Seller in the Estimated Closing Statement shall be used for calculating the Closing Payment. At the request of the Buyer, the Seller shall reasonably cooperate with and assist, and shall cause the Company Entities and each of their respective Representatives to reasonably cooperate with and assist, the Buyer and its Representatives in the review of the Estimated Closing Statement (including by taking actions as may be reasonably required to cause the Seller and the Company Entities and their respective accountants to deliver to the Seller and its Representatives copies of their work papers relating to the preparation of the Estimated Closing Statement) and provide the Buyer and its Representatives with any information reasonably requested by the Buyer that is necessary for its review of the Estimated Closing Statement; provided that any such review conducted by the Buyer shall not delay the Closing. (b) As soon as reasonably practicable following the Closing, but in any event no la...

Purchase Price Adjustment. 3.3.1 Within thirty (30) days following the Closing Date, Seller shall prepare a Closing Date balance sheet (the “Closing Date Balance Sheet”) in accordance with the Accounting Rules and shall send to Buyer such Closing Date Balance Sheet together with a statement setting forth its estimate of the Closing Working Capital (the “Proposed Closing Working Capital”) and of the Closing Liabilities (the “Proposed Closing Liabilities”). Such statement shall be reasonably detailed. 3.3.2 Buyer shall have sixty (60) days to review the Proposed Working Capital and the Proposed Closing Liabilities. In the event that Buyer disagrees with the Proposed Closing Working Capital or the Proposed Closing Liabilities, Buyer shall send to Seller no later than on the last Business Day of such sixty-day period, a notice (the “Notice of Objection”) setting forth in reasonable details the modifications to be made to the Proposed Closing Working Capital and/or the Proposed Closing Liabilities. 3.3.3 Seller shall then have twenty (20) days starting on the date of receipt of the Notice of Objection to review and respond to the Notice of Objection (the “Seller’s Response”). 3.3.4 If Seller and Buyer are unable to resolve all of their disagreements within thirty (30) days following the receipt by Buyer of Seller’s Response, the items in dispute shall be submitted to the Independent Expert who shall determine in accordance with Article 1592 of the French Civil Code the corrections to be made to the Proposed Closing Working Capital and/or the Proposed Closing Liabilities. The Independent Expert shall only make corrections to the Proposed Closing Working Capital and/or the Proposed Closing Liabilities in respect of the items still in dispute and shall make such corrections in accordance with the Accounting Rules. The Independent Expert shall render its decision as to the items in dispute in writing and shall give reasonable details in support of its decision. The Parties undertake to make their best efforts to allow the Independent Expert to render its decision within sixty (60) days from the date on which the items in dispute are referred to it. In performing its duties, the Independent Expert shall comply with the principe du contradictoire. The Independent Expert’s decision shall be final and binding on Buyer and Seller. The fees and expenses of the Independent Expert shall be equally shared by the Parties.

Purchase Price Adjustment. (a) No later than five (5) Business Days prior to the anticipated Closing, the Company shall prepare and deliver to Buyer a draft of the Seller Closing Statement setting forth the Company’s good faith estimates of the calculations and components listed in the definition thereof (together with reasonably detailed supporting information). Buyer may review such draft of the Seller Closing Statement and make comments and inquiries to the Company and the Company shall consider such comments in good faith. Then, no later than three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver to Buyer the final Seller Closing Statement and all supporting materials reasonably necessary for Buyer to review the Seller Closing Statement (including copies of final invoices and payoff letters) and the calculations set forth in the Seller Closing Statement shall be used for purposes of the payments to be made pursuant to Section 2.3(b) of this Agreement. Buyer shall be entitled to rely conclusively on the Seller Closing Statement (and the calculations therein) delivered by the Company for all purposes hereunder and shall have no Liability to any Person in respect of any payment or other actions taken in reliance upon or in accordance with the Seller Closing Statement (including in respect of the allocation of the Closing Consideration as set forth therein). (b) As soon as reasonably practicable, but no later than ninety (90) days following the Closing Date, Buyer shall cause to be prepared, and shall deliver to the Seller, a statement setting forth Buyer’s good faith calculation of the Closing Cash Consideration and the components thereof (the “Buyer Closing Statement”). The foregoing calculations shall be accompanied by reasonable supporting detail therefor. In the event Buyer does not deliver the Buyer Closing Statement within such 90-day period, then Buyer shall be deemed to have accepted the Seller Closing Statement and the calculations set forth therein, which shall be conclusive, final and binding on all of the parties for all purposes hereunder (including the determination of the Closing Cash Consideration).

Purchase Price Adjustment. In the event that the Company issues or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities (other than shares or options issued or which may be issued pursuant to the Company's employee or director option plans or shares issued upon exercise of options, warrants or rights outstanding on the date of the Agreement and listed in the Exchange Act Reports) at an effective purchase price per share which is less than the Purchase Price then in effect or the fair market value (as hereinabove defined) of the Common Stock on the trading day next preceding such issue or sale, then in each such case, the Purchase Price in effect immediately prior to such issue or sale shall be reduced effective concurrently with such issue or sale to an amount determined by multiplying the Purchase Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue or sale, including, without duplication, those deemed to have been issued under any provision of the Debentures and the Warrants plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company for such additional shares would purchase at such fair market value or Purchase Price, as the case may be, then in effect; and (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale including, without duplication, those deemed to have been issued under any provision of the Debentures and Warrants. For purposes of the foregoing fraction, Common Stock outstanding shall include, without limitation, any Equity Offerings (as defined in the Debentures) then outstanding, whether or not they are exercisable or convertible when such fraction is to be determined. In the event of any such issuance for a consideration which is less than such fair market value and also less than the Purchase Price then in effect, then there shall be only one such adjustment by reason of such issuance, such adjustment to be that which results in the greatest reduction of the Purchase Price computed as aforesaid. The number of shares which may be purchased hereunder shall be increased proportionately to any reduction i...

Purchase Price Adjustment. (a) If the Company shall effect a subdivision of the outstanding Common Stock, the Purchase Price then in effect immediately before such subdivision shall be proportionately decreased. If the Company shall combine the outstanding shares of Common Stock, the Purchase Price then in effect immediately before the combination shall be proportionately increased. If the Company shall make or issue a dividend or other distribution payable in securities, then and in each such event provision shall be made so that the holder of this Warrant shall receive upon exercise hereof, in addition to the number of shares of Common Stock receivable thereupon, the amount of securities that the holder of this Warrant would have received had this Warrant been exercised for Common Stock on the date of such event and had such holder thereafter during the period from the date of such event to and including the date of exercise of this Warrant retained such securities receivable by such holder as aforesaid during such period, giving effect to all adjustments called for during such period under this paragraph. If the Company shall reclassify its Common Stock (including any reclassification in connection with a consolidation or merger in which the Company is the surviving corporation), then and in each such event provision shall be made so that such holder shall receive upon exercise hereof the amount of such reclassified Common Stock that such holder would have received had this Warrant been exercised for Common Stock immediately prior to such reclassification and had such holder thereafter, during the period from the date of such event to and including the date of exercise of this Warrant, retained such reclassified Common Stock, giving effect to all adjustments called for during such period under this paragraph with respect to the rights of the holder of this Warrant. (b) Whenever the Purchase Price shall be adjusted as provided in this Section 2.6, the Company shall forthwith provide notice of such adjustment to the holder of this Warrant together with a statement, certified by the chief financial officer of the Company, showing in detail the facts requiring such adjustment and the Purchase Price that shall be in effect after such adjustment. Notwithstanding the foregoing, no adjustment in the Purchase Price shall be required unless such adjustment would require a change of at least 1% in such Purchase Price; provided, however, that any adjustments which by reason of this paragraph...

Purchase Price Adjustment. (a) Prior to the Closing Date, Compost shall deliver to Purchaser a worksheet which shall be attached as Exhibit B hereto, setting forth a reasonable estimate of the Indebtedness and Net Working Capital as of the Closing Date as well as a computation of the estimated Adjustment Amount (the "Estimated Adjustment Amount"). The worksheet shall be prepared by Compost and accepted by Purchaser in its reasonable discretion. If the Estimated Adjustment Amount is a positive number, the amount payable in cash at Closing shall be decreased in an amount equal to the Estimated Adjustment Amount. If the Estimated Adjustment amount is a negative number, the amount payable in cash at Closing shall be increased in an amount equal to the absolute value of the Estimated Adjustment Amount. (b) Within 90 days after the Closing, the Purchaser shall cause the Company to prepare and deliver to Compost a balance sheet of the Company as of the Closing Date (the "Closing Date Balance Sheet"), including a computation of the actual Adjustment Amount of the Company as of the Closing Date. The Closing Date Balance Sheet and the calculations of Indebtedness and Net Working Capital shall be prepared in accordance with GAAP, and to the extent consistent with GAAP, using the same accounting methods, policies, practices and procedures with classifications, judgments and estimation methodologies consistent with those used in preparation of the Company Financial Statements. If within 15 calendar days following delivery of the Closing Date Balance Sheet Compost does not object in writing thereto, Compost shall have been deemed to have agreed to the Closing Date Balance Sheet. If Compost objects in writing to the computation, then the Purchaser and Compost shall negotiate in good faith and attempt to resolve their disagreement. Within the first fifteen calendar days following the delivery of the Closing Date Balance Sheet and during the period of any dispute within the contemplation of this Section 3.3(b), Compost and other representatives of Compost shall have reasonable access during normal business hours to all relevant books and records and employees of the Company to the extent required to complete their review of the Closing Date Balance Sheet and shall be permitted to review the working papers, if any, of the Company or the Purchaser's Auditors relating to the Closing Date Balance Sheet. Purchaser and Purchaser's Auditors shall cooperate with Compost and their representatives in facilita...

Purchase Price Adjustment. 11.2.1 No later than 30 Business Days after the Closing Date, the Seller must provide the Buyer with a draft Final Purchase Price Calculation applying the provisions of clause 5, and consisting of a calculation, accompanied by relevant documentation, of (i) the Final Net Debt; (ii) the Final Working Capital; (iii) the Purchase Price determined in accordance with clause 5.1 and (iv) the Adjustment Amount, if any. The Buyer must procure that the Group makes available and gives the Seller and its advisors access during usual business hours and upon 2 Business Days’ notice to all necessary information and relevant employees within the Group as well as to the Group Companies’ auditors to enable the Seller to prepare the draft Final Purchase Price Calculation within the timeframe set forth herein. 11.2.2 If the Buyer does not notify the Seller of an objection to the Seller’s draft of the Final Purchase Price Calculation in accordance with the procedures of clause 11.2.3, it will be final and binding on the Parties and the Adjustment Amount payable, if any, and by which Party, shall be determined by reference to such Final Purchase Price Calculation. 11.2.3 If the Buyer disagrees with any element of the Seller’s draft of the Final Purchase Price Calculation, the Buyer must give Notice of an Objection to the Seller no later than 30 Business Days after delivery of the Seller’s draft of the Final Purchase Price Calculation. The Buyer must describe in detail the Disputed Matters, include the Buyer’s calculation of the Final Purchase Price Calculation and refer to the provisions of the Agreement that the Buyer invokes in support of its position, including which adjustments to the Adjustment Amount, if any, the Buyer requests. Unless (i) any Objection has been served on the Seller within the time frame stipulated above and (ii) the Objection contains all such information as specified in the immediate preceding sentence, the draft Final Purchase Price Calculation prepared by the Seller will be final and binding on the Parties. 11.2.4 Subject to clause 11.2.5, if the Buyer gives Notice of an Objection in accordance with clause 11.2.3, the Parties must attempt to reach an agreement on the Disputed Matters no later than 15 Business Days after the Seller’s receipt of the Objection. If the Parties are unable to reach an agreement within this time limit, either Party may demand that the Disputed Matters be referred to the Expert. (a) The Expert will resolve the Disputed Matte...

Purchase Price Adjustment. The parties agree that any indemnification payment made pursuant to this Agreement shall be treated as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by applicable Law.