Purchase Price Adjustment Procedure. Upon the Final Closing Premium Statement being deemed final in accordance with Section 2.4(b), the Base Purchase Price will be adjusted, if at all, as follows: if the product of the Written Premium Amount multiplied by four is less than $200,000,000, then the Base Purchase Price will be reduced by an amount equal to the product of (i) the Base Purchase Price multiplied by (ii) a fraction consisting of (A) a numerator equal to the difference of $200,000,000 minus the product of the Written Premium Amount multiplied by four and (B) a denominator equal to $200,000,000 (such amount, together with interest thereon calculated at a rate equal to eight percent (8.0%) compounded daily from the Closing Date to the date the Final Closing Premium Statement is deemed final in accordance with Section 2.4(b), the "ADJUSTMENT AMOUNT").
Purchase Price Adjustment Procedure. 1.6.1 The Parties acknowledge that the Base Purchase Price has been based in part on (i) the Company having a Net Working Capital as of the Effective Time equal to $44,400,000 (the “Net Working Capital Threshold”) (ii) an Inventory Amount equal to $84,100,000 (the “Inventory Amount Threshold”), (iii) a Third Quarter Adjusted EBITDA Amount of negative $102,150,000 (the “Assumed Third Quarter Adjusted EBITDA”), (iv) no Indebtedness of the Company Group as of the close of business on the Closing Date (other than any Assumed Support Indebtedness), without giving effect to any pay-off or reduction thereof pursuant to the Pay-Off Letters, if any, or otherwise on or after Closing and (v) no Transaction Expenses. The Closing Purchase Price delivered at the Closing pursuant to Section 1.5.1 will be determined in accordance with the following procedures. The Seller shall prepare and deliver to the Buyer not less than two Business Days prior to the Closing Date a closing statement (the “Closing Statement”), prepared in good faith and in accordance with the Accounting Principles, setting forth (i) an estimate of any Indebtedness of the Company Group as of the close of business on the Closing Date (other than any Assumed Support Indebtedness), without giving effect to any pay-off or reduction thereof pursuant to the Pay-Off Letters, if any, or otherwise on or after Closing (the “Estimated Company Group Indebtedness”); (ii) an estimate of all Transaction Expenses (the “Estimated Transaction Expenses”); (iii) estimates of the ECA Revenue Amount, the NCA Revenue Amount and, if any, the Revenue Difference (such estimates, respectively, the “Estimated ECA Revenue Amount”, the UNIT PURCHASE AGREEMENT 5 “Estimated NCA Revenue Amount” and the “Estimated Revenue Difference”); (iv) an estimate of the Net Revenue Amount (the “Estimated Net Revenue Amount”); and (v) a worksheet showing the Estimated Interim Adjustment Amount as derived from the estimates described in the immediately preceding clauses (i) through (iv).
Purchase Price Adjustment Procedure. Within forty-five (45) days following the Closing Date, Vision 21 shall present to Seller its proposed Non-Optometric Asset Purchase Price adjustment (the "Proposed Purchase Price Adjustment") calculated in accordance with Sections 1.7(a) and (b) hereof. The Seller shall, within fifteen (15) days after the delivery by Vision 21 of the Proposed Purchase Price Adjustment, complete its review thereof. In the event that the Seller believes that the Proposed Purchase Price Adjustment has not been prepared on the basis set forth in Sections 1.7(a) and (b) or otherwise contests any item set forth therein, the Seller shall, on or before the last day of such 15-day period, so object to Vision 21 in writing, setting forth a specific description of the nature of the objection and the corresponding adjustments the Seller believes should be made. If no objection is received by Vision 21 on or before the last day of such 15-day period, then the Proposed Purchase Price Adjustment delivered by Vision 21 shall be final. If an objection has been made and Vision 21 and the Seller are unable to resolve all of their disagreements with respect to the proposed adjustments within fifteen (15) days following the delivery of the Seller's objection, the dispute shall be submitted to arbitration administered by the American Arbitration Association (the "AAA") under the AAA's Commercial Arbitration Rules (such arbitration to be held in Tampa, Florida) and the arbitrator shall be instructed to deliver his determination of the dispute to the parties no later than fifteen (15) days after the arbitration hearing. Vision 21 shall provide to the Seller and its accountants full access to all relevant books, records and work papers utilized in preparing the Proposed Purchase Price Adjustment. ARTICLE II - CLOSING, ITEMS TO BE DELIVERED, THIRD PARTY CONSENTS AND FURTHER ASSURANCES
Purchase Price Adjustment Procedure. (a) The “Adjustment Amount” (which may be only a positive number), if any, shall equal the greater of: (i) $97,344.58, plus Work in Process, less Stockholders’ Equity immediately before the Closing, or (ii) $110,559.43, plus Work in Process minus Working Capital. “
Purchase Price Adjustment Procedure. Seller shall prepare a balance sheet (“Closing Balance Sheet”) of Seller as of the Closing on the same basis and applying the same accounting principles, policies and practices that were used in preparing the balance sheet included in the Financial Information (as defined in Section 3.1(e)). Seller shall then determine the Working Capital as of the Closing (the “Closing Working Capital”) based upon the Closing Balance Sheet. Seller shall deliver the Closing Balance Sheet and its determination of the Closing Working Capital to Purchaser at the Closing, or if this is not reasonably possible, then within thirty (30) days following the Closing Date. If within thirty (30) days following delivery of the Closing Balance Sheet and the Closing Working Capital calculation Purchaser has not given Seller written notice of its objection as to the Closing Working Capital calculation (which notice shall state with reasonable specificity the basis of Purchaser’s objection), then the Closing Working Capital calculated by Seller shall be binding and conclusive on the parties and be used in computing any Adjustment Amount. If Purchaser duly gives Seller such notice of objection, and if Purchaser and Seller fail to resolve the issues outstanding with respect to the Closing Balance Sheet and the calculation of the Closing Working Capital within thirty (30) days of Seller’s receipt of Purchaser’s objection notice, Purchaser and Seller shall submit the issues remaining in dispute to T. X. Xxxxx & Co., PLLC 600 XX 0000 X. Xxxxx 000 Xxxxxxx, Xxxxx 00000, independent public accountants (the “Independent Accountants”) for resolution applying the principles, policies, and practices referred to in this Section 2.4. If issues are submitted to the Independent Accountants for resolution, (i) Seller and Purchaser shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; (ii) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Seller and Purchaser within sixty (60) days of the submission to the Independent Accountants of the issues remaining in dispute, shall be final, binding an...
Purchase Price Adjustment Procedure. (a) The "Adjustment Amount" (which may be a positive or negative number) will be equal to (i) Adjusted Net Book Value, plus the Closing Date Inventory Value plus U.S.$2,500,000 minus (ii) the Initial Purchase Price. "
Purchase Price Adjustment Procedure. The parties agree that the Purchase Price shall be subject to the following credits and adjustments:
Purchase Price Adjustment Procedure. After the final determination of the Purchase Price Adjustment, Seller’s reimbursement obligations for the EBITDA Deficiency Adjustment and the Working Capital Deficiency Adjustment shall be retained by Purchaser from {P0227089:21 } -20- EXHIBIT 2.1 the Deficiency Reserve (defined below). If Seller’s reimbursement obligations for the EBITDA Deficiency Adjustment and Working Capital Deficiency Adjustment exceed the amount of the Deficiency Reserve, such reimbursement obligations shall be the obligation of the Chartwell Owners and may be satisfied by set-off against any Earn-Out Payment to the extent not paid, and thereafter; provided that the obligation of each of the Chartwell Owners shall be limited to such Chartwell Owner’s pro rata share of the aggregate unsatisfied obligation based on such Chartwell Owner’s fully-diluted percentage ownership interest in Chartwell at Closing. After the final determination of the Purchase Price Adjustment, the funds, if any, remaining in the Deficiency Reserve shall be distributed to Seller pursuant to Section 3.9, no later than thirty (30) days following the final determination of any EBITDA Deficiency Adjustment and/or Working Capital Deficiency Adjustment (or absence thereof)
Purchase Price Adjustment Procedure. (a) Not later than sixty (60) days following the Closing Date, Buyer shall deliver to Seller a statement (the “Final Statement’”) setting forth the value of the Closing Net Current Assets as determined in accordance with Schedule 3.1(b). The Closing Statement shall be certified by a duly authorized officer of Buyer. Subject to Section 3.2(c) below, within fifteen (15) days following the delivery of the Final Statement to Seller, Buyer shall pay to Seller or Seller shall pay to Buyer, as the case may be, the amounts required to be paid pursuant to Section 3.2(b).
Purchase Price Adjustment Procedure. The amount of adjustment necessary to make the Preliminary Purchase Price paid by Purchaser to Seller at the Closing equal to the Purchase Price as determined in accordance with this Section 2.4, together with interest thereon from the Closing Date to the date of payment calculated at a rate equal to the prime rate of The Chase Manhattan Bank on the Closing Date shall be paid to the Party to whom it is owed by wire transfer of immediately available funds within five business days after the date on which the Purchase Price is deemed final in accordance with Section 2.4(b).
