Purchase Price Adjustment Sample Clauses

Purchase Price Adjustment a) Not less than 15 days prior to the Closing Date, the Seller shall provide the Purchaser with a preliminary good faith estimate of the anticipated Estimated Closing Net Assets (as defined below). Not less than three Business Days prior to the Closing Date, the Seller shall deliver a notice (the "PURCHASE PRICE NOTICE") to the Purchaser that sets forth (i) the Seller's good faith estimate of the Closing Net Assets (the "ESTIMATED CLOSING NET ASSETS") and (ii) the calculation of the Closing Net Assets Adjustment Amount and the portion of the Purchase Price payable at Closing pursuant to Section 2.05(a). The calculation of the Closing Net Assets Adjustment Amount set forth in the Purchase Price Notice shall be binding on the Parent, the Purchaser and the Seller absent manifest error. (b) As promptly as practicable, but no later than 120 days after the Closing Date, the Purchaser shall prepare and deliver to the Seller an audited consolidated balance sheet (including the related notes and schedules thereto) which shall set forth the Purchaser's determination of the Closing Net Assets (the "INITIAL NA STATEMENT"). During the 20 Business Days immediately following the Seller's receipt of the Initial NA Statement, the Seller and its representatives will be permitted to review at the Seller's offices the Purchaser's working papers relating to the Initial NA Statement as well as all of the books and records relating to the operations and finances of the Businesses with respect to the period up to and including the Closing Date, and the Purchaser shall make reasonably available at the Seller's offices the individuals responsible for the preparation of the Initial NA Statement in order to respond to the reasonable inquiries of the Seller. (c) The Seller shall notify the Purchaser in writing (the "NOTICE OF DISAGREEMENT") within 20 Business Days after receiving the Initial NA Statement if the Seller disagrees with the Purchaser's calculation of the Closing Net Assets, which Notice of Disagreement shall set forth in reasonable detail the basis for such dispute and the U.S. Dollar amounts involved and the Seller's good faith estimate of the Closing Net Assets. If no Notice of Disagreement is received by the Purchaser within such 20 Business Day period, then the Initial NA Statement shall be deemed to have been accepted by the Seller, shall become final and binding upon the parties and shall be the Final NA Statement. (d) During the 20 Business Days immediately followi...
Purchase Price Adjustment. The Closing Balance Sheet shall be deemed final for the purposes of this Section 2.06 upon the earliest of (i) the failure of the Seller to notify the Purchaser of a dispute within 30 Business Days of the Purchaser’s delivery of the Closing Balance Sheet to the Seller, (ii) the resolution of all disputes, pursuant to Section 2.06(b), by the Purchaser and the Seller and (iii) the resolution of all disputes, pursuant to Section 2.06(b), by the Independent Accounting Firm. Within three Business Days of the Closing Balance Sheet being deemed final, a Purchase Price adjustment shall be made as follows:
Purchase Price Adjustment. The Parties agree that any indemnification payment made pursuant to this Agreement shall be treated as an adjustment to the Final Purchase Price for Tax purposes, unless otherwise required by applicable Law.
Purchase Price Adjustment. The Purchase Price shall be subject to adjustment as follows:
Purchase Price Adjustment. The Parties agree to treat all payments made pursuant to this Article IX as adjustments to the Purchase Price for Tax purposes.
Purchase Price Adjustment. (a) On the Closing Date, Seller shall conduct a physical count of the Inventories; provided, that if the Closing shall occur in the period between December 27, 2010 and December 31, 2010, such physical count shall be conducted as promptly as reasonably practicable after the Closing Date and, in any event, shall be reconciled to the amount of Inventories as of the Closing Date. Purchaser's representatives shall be allowed to be present when such physical count is taken. Within ninety (90) days after the Closing Date, Seller shall deliver to Purchaser an unaudited statement of the Closing Date Inventories as of the Closing Date, including detail by SKU and expiration date(s), calculated on a basis consistent with Seller’s accounting practices and using standard cost as set forth on Schedule 2.6(a) (the “Inventories Statement”). Purchaser shall provide Seller, and any Person designated by Seller in writing, with access to the books and records of the Business constituting Purchased Assets as may reasonably be requested by Seller to prepare the Inventories Statement. Subject to the provisions of Section 7.1, Purchaser shall be permitted to review the books and records of Seller relating to, and physical inventories of, the Products during the seventy-five (75) day period following the Closing. For purposes of determining the Inventories Statement only, any Inventory that is determined by Purchaser to be defective or not fit for sale or adulterated within the meaning set forth in any applicable Law shall be disregarded; provided, however, Purchaser shall notify Seller promptly in writing, but in no event later than seventy-five (75) days immediately following the Closing, of any such Inventory that Purchaser deems adulterated, defective or not fit for sale in accordance with this Section 2.6(a) and describing with specificity the SKU and batch, the manner in which it is adulterated, defective or not fit for sale, and such other information as reasonably requested by Seller. For purposes of Section 2.6(b), any such notice shall be deemed a “Disputed Item” and shall be subject to the terms and conditions of Section 2.6(b). The failure of Purchaser to give notice to Seller of any Inventory that Purchaser deems to be adulterated, defective or not fit for sale within such seventy-five (75) day period immediately following the Closing shall not limit or prevent in any way Purchaser from making an otherwise available claim pursuant to Section 8.1 in respect of any bre...
Purchase Price Adjustment. (a) At least two (2) Business Days but no more than five (5) Business Days prior to the Closing Date, Sellers shall, in consultation with Purchaser, prepare and deliver to Purchaser (i)(x) a written statement setting forth in reasonable detail an estimate of the combined Working Capital of the EDP Companies as of the close of business on the last Business Day of the last full calendar month preceding the Closing Date by at least twenty (20) calendar days (“Estimated Working Capital”), including such schedules and data with respect to the determination of the Estimated Working Capital as may be appropriate to support such calculation, and (y) a written statement setting forth an estimate of the amount of the combined Cash of the EDP Companies (“Estimated Cash”) as of the close of business on the last Business Day of the last full calendar month preceding the Closing Date by at least twenty (20) calendar days, which shall quantify in reasonable detail the items (including bank and brokerage accounts) constituting such Cash and (ii) a written statement of the positive amount, as applicable, by which (x) the Estimated Working Capital exceeds $21.0 million, if any, or (y) $19.0 million exceeds the Estimated Working Capital, if any. The calculation of Estimated Working Capital and Estimated Cash shall each be prepared in accordance with GAAP and in a manner consistent with the policies and principles (including any deviations from GAAP described in Section 4.3(a) of the Sellers’ Disclosure Letter) used by Sellers in connection with the preparation of the Balance Sheet. (b) Promptly after the Closing Date, and in any event not later than sixty (60) days following the Closing Date, Purchaser shall prepare and deliver to Sellers (i) a written statement setting forth a calculation of the Working Capital of the EDP Companies as of the close of business on the day prior to the Closing Date (the “Closing Date Working Capital”), including such schedules and data with respect to the determination of the Closing Date Working Capital as may be appropriate to support such calculation, and (ii) a written statement of the combined Cash of the EDP Companies (the “Closing Date Cash”) as of the close of business on the day prior to the Closing Date, which shall quantify in reasonable detail the items (including bank and brokerage accounts) constituting such Cash. The calculation of Closing Date Working Capital and Closing Date Cash shall each be prepared in accordance with GAAP ...
Purchase Price Adjustment. Sellers and Buyers shall jointly, within sixty (60) calendar days after the Closing Date, prepare (i) a consolidated balance sheet of Sellers as of the Closing Date, (ii) a consolidating balance sheet of Sellers as of the Closing Date, and (iii) a balance sheet of each Seller as of the Closing Date (the "Closing Balance Sheets"). For Purchase Price adjustment considerations, the Closing Balance Sheets shall be prepared on a consistent basis with the accounting practices and procedures applied by Sellers in the preparation of the Interim Balance Sheet and, for purposes of this Section 3.01(b), in the absence of manifest error (which shall not include any matters relating to practices and procedures applied by Sellers in preparing the Interim Balance Sheet), the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between the date of the Interim Balance Sheet and the date of the Closing Balance Sheet. In the event of a dispute between the parties regarding the preparation of the Closing - 11 - 13 Balance Sheets, which dispute cannot be reconciled by the mutual agreement of the parties within fifteen (15) business days after one of the parties has notified the other party thereof, the parties shall together select a mutually acceptable Big Six public accounting firm (which shall be unrelated to, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination of the disputed item or items consistent with the criteria set forth in this Section 3.01(b). Such independent determination shall (in the absence of fraud, bad faith, undue influence, or the like, or manifest error) be final and binding on all of the parties hereto. All fees, costs and expenses incurred in retaining such independent accounting firm shall be paid in equal shares by Buyers and Sellers. Within ten (10) calendar days after (i) the completion of mutually agreed upon Closing Balance Sheets or (ii) the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment shall be paid by the parties: A. ADJUSTMENT PAID TO SELLERS....
Purchase Price Adjustment. Promptly (but not later than five (5) Business Days) after the determination of the Purchase Price pursuant to Section 2.7 that is final and binding as set forth herein:
Purchase Price Adjustment. The Purchase Price shall be adjusted as follows: