Purchase Price Adjustment Statement Sample Clauses

Purchase Price Adjustment Statement. Seller shall submit a Closing statement (the “Purchase Price Adjustment Statement”) to Buyer not fewer than seven (7) business days prior to Closing, and shall afford Buyer access to any Records pertaining to the computations contained in the Purchase Price Adjustment Statement. At least two (2) full business days prior to Closing, Buyer shall deliver to Seller a written report containing such changes, if any, which Buyer proposes be made to the Purchase Price Adjustment Statement. Seller and Buyer shall each make every reasonable effort to agree prior to the Closing Date on a mutually agreed Purchase Price Adjustment Statement.

Purchase Price Adjustment Statement. Within thirty (30) days after the Effective Date, the Sellers shall prepare and deliver to CEFL a statement of the Principal and Interest Amount, which statement shall separately identify “Bank” Positions and “ETGAM” Positions. Within forty-five (45) days after the Effective Date, CEFL shall prepare and deliver to the Sellers a statement of the Accrued Interest Amount and the Principal and Interest Amount, which statement shall separately identify “Bank” Positions and “ETGAM” Positions (which may include adjustments to the Principal and Interest Amount provided by the Sellers if such adjustments are necessary to correct the information) as of the Effective Date for purposes of calculating the adjustment to the Effective Date Payment (the “Purchase Price Adjustment Statement”). CEFL shall have reasonable access to any documents, schedules or work papers of the Sellers related to the Principal and Interest Amount.

Purchase Price Adjustment Statement. (a) At Closing, the Company shall deliver to Parent a certificate (the “Purchase Price Adjustment Statement”) of the Company executed by an executive officer of the Company, which certificate shall set forth the following, and contain a representation and warranty of the Company as to the accuracy and completeness thereof, in each case as of the Closing: (i) a schedule setting forth all Transaction Expenses, together with a description, the amount and reasonable documentation in respect of each element thereof, and payment instructions therefor; and (ii) a statement of the Company’s calculation of Net Cash, including: (A) a schedule setting forth (A) the exercise price of each unexpired and unexercised in-the-money Company Stock Option outstanding immediately prior to the Effective Time and (B) the exercise price of each unexpired and unexercised Company Warrant outstanding immediately prior to the Effective Time; (B) a statement of the Company’s Actual Cash as of the close of business on the Business Day immediately preceding the Closing Date, together with printouts of online bank account balances or other reasonable documentation thereof; and (C) a statement of the Company’s Indebtedness as of the close of business on the Business Day immediately preceding the Closing Date, together with a description of each element thereof. (b) In addition, at least two (2) Business Days prior to the Closing Date, the Company shall deliver to Parent a certificate of the Company setting forth its good faith estimate of the foregoing.

Purchase Price Adjustment Statement. The Buyer and the Sellers shall work together in good faith to resolve any such dispute and agree on the final Purchase Price Adjustment Statement. In the event that the Buyer and the Sellers cannot agree on the final Purchase Price Adjustment Statement within ten (10) days after delivery of the Sellers' Discrepancy Notice, the Buyer and Sellers shall refer the disputed issue or issues to a national independent public accounting firm (other than the regular accountants for any Party or any accountants who prepared the Purchase Price Adjustment Statement) which is reasonably acceptable to each Party (the "Arbitrating Accountants") within fifteen (15) days following delivery of the Sellers' Discrepancy Notice. The Arbitrating Accountants shall be instructed to render a decision, which shall be binding upon both parties, within twenty (20) days. Each Party shall be entitled to present any information or analysis concerning the matter in good faith to the Arbitrating Accountants with a copy concurrently provided to the other Party. The Buyer and Sellers shall each bear their own fees and expenses, and the fees and expenses of the Arbitrating Accountants shall be shared equally by the Buyer and the Sellers.

Purchase Price Adjustment Statement. If the Estimated Adjusted Purchase Price paid by the Buyer to the Seller at the Closing is less than the Final Adjusted Purchase Price, then the Buyer shall pay the Seller the Final Purchase Price Adjustment Amount by wire transfer of immediately available funds within ten (10) days of the agreement by the Seller and the Buyer on the Final Purchase Price Adjustment Statement.

Purchase Price Adjustment Statement. Within thirty (30) days after the Closing, the Buyer shall cause the Company's accountants, at the Company's expense to, prepare and deliver to ▇▇▇▇▇ a statement (the "Purchase Price Adjustment Statement") based on the financial statements of the Company, prepared in accordance with GAAP, and showing (i) the calculation of the amount of the Company's current assets and current liabilities as of the Closing Date, (ii) the calculation of the Company's Closing Liabilities, (iii) the calculation of the Purchase Price Adjustment for Working Capital, if any, (iv) the calculation of the Purchase Price Adjustment for Liabilities, if any.

Purchase Price Adjustment Statement. 8 (f) Review of Purchase Price Adjustment Statement. ............ 8 (g)

Purchase Price Adjustment Statement. The Closing Statements and the Purchase Price Adjustment Statement shall become final and binding upon the all of the parties hereto on the 30th day following the Company's receipt thereof unless the Company gives written notice of its disagreement with the Purchase Price Adjustment Statement (a "Notice of Disagreement") to Buyer prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. If a Notice of Disagreement is received by Buyer in a timely manner, then the Closing Statements and the Purchase Price Adjustment Statement (as revised in accordance with clauses (A) or (B) below) shall become final and binding on the earlier of (A) the date Buyer and the Company resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (B) the date any disputed matters are finally resolved in writing by the Accounting Firm.