Purchase Price Adjustments Sample Clauses

Purchase Price Adjustments. (a) As promptly as practicable (but not later than ninety (90) days) following the Closing Date, Buyer shall deliver to Parent a certificate setting forth in reasonable detail (A) Buyer’s calculation of (1) Closing Date Working Capital (the “Preliminary Working Capital Determination”), (2) Closing Date Cash (the “Preliminary Cash Determination”), (3) Closing Date Debt (the “Preliminary Debt Determination”) and (4) Closing Date Transaction Expenses (the “Preliminary Transaction Expenses Determination”), and (B) based on such calculations, a calculation of the Purchase Price (the “Preliminary Purchase Price Determination” and, together with the Preliminary Working Capital Determination, the Preliminary Cash Determination, the Preliminary Debt Determination and the Preliminary Transaction Expenses Determination, the “Preliminary Closing Statement”), all in accordance with the Accounting Principles; provided, however, that until such time as the calculation of the amounts shown on the Closing Date Working Capital, Closing Date Cash, Closing Date Debt, Closing Date Transaction Expenses and Purchase Price determinations are final and binding on the parties pursuant to this Section 2.5, Buyer and its accountants shall, upon Parent’s reasonable request, make themselves available to discuss with Parent and its accountants during normal business hours at a mutually agreeable time the Preliminary Closing Statement and Parent and its accountants shall be provided copies of, and have access upon reasonable notice at all reasonable times during normal business hours to, subject to Parent’s entrance into a customary confidentiality agreement with Buyer’s accountants (if required thereby), the work papers and supporting records of Buyer and its accountants used in connection with the preparation of the Preliminary Closing Statement.
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Purchase Price Adjustments. In case at any time and from time to time the Company shall issue any shares of Common Stock or Derivative Securities convertible or exercisable for shares of Common Stock (the number of shares so issued, or issuable upon conversion or exercise of such Derivative Securities, as applicable, being referred to as "Additional Shares of Common Stock") for consideration less than the then Market Price at the date of issuance of such shares of Common Stock or such Derivative Securities, in each such case the Conversion Price shall, concurrently with such issuance, be adjusted by multiplying the Conversion Price immediately prior to such event by a fraction: (i) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus the number of shares of Common Stock that the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued would purchase at the Market Price and (ii) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of Additional Shares of Common Stock plus the number of such Additional Shares of Common Stock so issued or sold.
Purchase Price Adjustments. The Purchase Price shall be adjusted as follows:
Purchase Price Adjustments. The Purchase Price is subject to adjustment as follows (the “Purchase Price Adjustments”):
Purchase Price Adjustments. The Original Purchase Price shall be -------------------------- subject to adjustment as follows:
Purchase Price Adjustments. Amounts paid to or on behalf of the Company or Buyer as indemnification shall be treated as adjustments to the Purchase Price.
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Purchase Price Adjustments. As partial --------------------------------------------------- security for the indemnity provided for in Section 7.3 and the Purchase Price Adjustments provided for in Section 1.10, (i) at the Effective Time, the Company Shareholders will be deemed to have received and deposited with the Escrow Agent (as defined in Section 1.6(e)(iii) above) the Escrow Amount (plus any additional shares that may be issued upon any stock split, stock dividend or recapitalization effected by Parent after the Effective Time) without any act of any Company Shareholder. On and after the Effective Time, the Escrow Amount shall form an escrow fund (the "Escrow Fund") to be governed by the terms set ----------- forth herein at Parent's cost and expense. The Escrow Agent may execute this Agreement following the date hereof and prior to the Effective Time, and such later execution, if so executed after the date hereof, shall not affect the binding nature of this Agreement as of the date hereof between the other signatories hereto. The portion of the Escrow Amount contributed on behalf of each Company Shareholder shall be the pro rata amount calculated pursuant to Section 1.6(a) of this Agreement. In addition to seeking indemnification under Section 7.3 from the Escrow Fund and setting off amounts from the Purchase Price Adjustment, Parent may, in its discretion, seek indemnification for Losses directly from the Principal Shareholders, but only after first proceeding against the Escrow Fund so long as it exists and is not subject to other claims. Parent may not receive any shares from the Escrow Fund (other than as a Purchase Price Adjustment) unless Officer's Certificates (as defined in subsection (d) below) identifying losses, the aggregate of which exceed 2% of the Original Purchase Price, have been delivered to the Shareholder Representative (as defined below) and the Escrow Agent as provided in paragraph (d) below. The Company Shareholders shall not have any right of contribution from the Company with respect to any Loss claimed after the Effective Time by Parent or Sub.
Purchase Price Adjustments. The Purchase Price shall be subject to post- closing adjustment as set forth below:
Purchase Price Adjustments. If the Seller or the Servicer -------------------------- adjusts downward the amount of any Principal Receivable sold to the Purchaser pursuant to this Agreement because of a rebate, refund, unauthorized charge or billing error to an Obligor, or because such Receivable was created in respect of goods or services which were refused, returned or not received by an Obligor, or if the Seller or the Servicer otherwise adjusts downward the amount of any such Principal Receivable without receiving Collections therefor or without charging off such amount as uncollectible, then, in any such case, the Purchase Price otherwise payable on the following Purchase Price Payment Date shall be reduced by the product of the Adjustment Factor for such Purchase Price Payment Date and the amount of such adjustment. Similarly, the Purchase Price otherwise payable on any Purchase Price Payment Date shall be reduced by the product of the Adjustment Factor for such Purchase Price Payment Date and the amount of any Principal Receivable which was discovered during the preceding Collection Period as having been created through a fraudulent or counterfeit charge or with respect to which the covenant contained in Section 5.1(b) was breached. If, as a result of any adjustment or discovery described above, the Purchaser is required to pay any amount to the Servicer for deposit into the Excess Funding Account pursuant to Section 3.8(a) of the Restated Agreement, the Seller shall pay such amount to the Purchaser, in immediately available funds, not later than 2:00 P.M. (New York City time) on the second Business Day following the date of such adjustment or discovery and such amount shall be paid by the Purchaser to the Seller on the following Purchase Price Payment Date. If the Purchase Price Adjustment for any Purchase Price Payment Date would cause the Purchase Price for such Purchase Price Payment Date to be a negative number, the Seller shall pay to the Purchaser on such Purchase Price Payment Date an amount equal to the amount by which such Purchase Price Adjustment exceeds such Purchase Price (calculated before giving effect to such Purchase Price Adjustment).
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