Purchase Price True-Up Sample Clauses

Purchase Price True-Up. Subject to Section 3.2(d), within 60 days of delivery of the Purchase Price Adjustment Statement (or within 15 days of the final determination of the Purchase Price in accordance with Section 3.2(d)), (i) if the Purchase Price is less than the Cut-off Date Purchase Price, then Sellers shall pay to Purchaser an amount equal to such shortfall; and (ii) if the Purchase Price is greater than the Cut-off Date Purchase Price, then Purchaser shall pay to Sellers an amount equal to such excess (in either event, the “Adjustment Amount”). The Adjustment Amount will (A) bear simple interest from the Closing Date to the date of payment at an interest rate equal to the Fed Funds Rate per annum as published in The Wall Street Journal as of the Closing Date and (B) be paid by wire transfer of immediately available funds to an account or accounts designated by the recipient thereof.
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Purchase Price True-Up. (a) Within 45 days after the Closing, the Company shall cause Coopers & Xxxxxxx to complete their procedures with respect to confirmation of the balances of trade accounts payable and accrued expenses at the Closing Date (the "Coopers Determination").
Sample 1
Purchase Price True-Up. (a) As promptly as possible, but in any event within sixty (60) days after the Closing Date, the Purchaser will deliver to the Sellers a statement showing the calculation of the Closing Net Working Capital, Closing Cash, Closing Indebtedness and Closing Transaction Expenses and a calculation of the Closing Proceeds (the “Preliminary Closing Statement”). The Closing Net Working Capital, Closing Cash, Closing Indebtedness and Closing Transaction Expenses shall each be determined on a consolidated basis in accordance with the definitions set forth in this Agreement and the Agreed Accounting Principles. The parties agree that the purpose of determining the Closing Net Working Capital, Closing Cash, Closing Indebtedness, Closing Transaction Expenses and the related purchase price adjustments contemplated by this Section 1.5(a) is to measure changes in Closing Net Working Capital and the levels of Closing Cash, Closing Indebtedness and Closing Transaction Expenses, and such processes are not intended to (i) permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of determining the Closing Net Working Capital, Closing Cash, Closing Indebtedness or Closing Transaction Expenses or (ii) adjust for errors or omissions that may be found with respect to the Latest Balance Sheet or any other balance sheet referenced in Section 3.7 or any inconsistencies between the Latest Balance Sheet, the Preliminary Closing Statement or any other balance sheet referenced in Section 3.7 and the Agreed Accounting Principles. After delivery of the Preliminary Closing Statement, the Purchaser shall, for a period of no more than forty-five (45) days (“Review Period”), give the Sellers and their Representatives reasonable access, at dates and times mutually agreed upon by Purchaser and Sellers and subject to such access to review the Purchaser’s and each Company Group Member’s books and records and work papers related to the preparation of the Preliminary Closing Statement. During the Review Period, the Sellers and their Representatives may make reasonable inquiries of the Purchaser, the Company Group Members and their respective accountants regarding questions concerning or disagreements with the Preliminary Closing Statement arising in the course of its review thereof, and the Purchaser shall use its, and shall cause the Company Group Members to use their, commercially rea...
Sample 1
Purchase Price True-Up. (a) Within 90 days after the Closing Date, the Buyer shall prepare and deliver to the Sellers Representative a statement (the “Closing Statement”) setting forth in reasonable detail the Buyer’s calculation of all amounts included in the Closing Estimates and Calculations (including Closing Non-Cash Working Capital, Closing Cash, Closing Indebtedness, Adjusted Closing Specified Indebtedness, Adjusted Closing Indebtedness, Change of Control Payments, Third Party Expenses, the Closing EPU Obligation, Pre-Closing Severance Payments and the Purchase Price), and the deviation of such amounts from those included in the Closing Estimates and Calculations (provided, that the Buyer shall not have to provide a Closing Capitalization Schedule or otherwise determine how the Purchase Price is allocated among the Sellers, the EPU Holders and the Warrant Holders).
Sample 1
Purchase Price True-Up. (a) Following the Closing, the Purchase Price shall be adjusted as provided herein to reflect the difference between the Estimated Purchase Price Adjustment and the Purchase Price Adjustment, as finally determined pursuant to this Section 1.7. Within 60 days following the Closing Date, the Acquiror shall deliver to the Stockholders’ Representative the Closing Balance Sheet, the calculation of the Working Capital Adjustment, Net Cash, Transfer Taxes and Company Transaction Expenses together with a calculation of the Purchase Price Adjustment (derived from the Closing Balance Sheet and/or such other books and records of the Company and its Subsidiaries as are applicable).
Sample 1
Purchase Price True-Up. (a) A written statement (the “Final Purchase Price Calculation Statement”) certifying in reasonable detail the Buyer’s good faith, reasonable calculations of the amount of the (i) Cash and Cash Equivalents, (ii) Reimbursable Transaction Expenses, (iii) Indebtedness, including Closing Indebtedness repaid or retired at the Closing, (iv) Company Transaction Expenses, (v) Closing Date Net Working Capital and the Net Working Capital Adjustment calculated by reference thereto and (vi) based on the foregoing clauses (i) through (v), in each case calculated as of the Closing, a calculation of the Purchase Price, shall be delivered by the Buyer to the Sellers’ Representative as soon as practicable following the Closing Date, but not later than sixty (60) calendar days after the last day of the month in which the Closing occurs, together with reasonable supporting detail. Prior to the delivery of any Notice of Disagreement, each party shall give the other party reasonable access to any data or materials not under the control of such party necessary to prepare and/or evaluate the Final Purchase Price Calculation Statement. (b) The Final Purchase Price Calculation Statement shall become final and binding on the parties on the thirtieth (30th) calendar day following receipt thereof by the Sellers’ Representative unless the Sellers’ Representative delivers written notice of its good faith disagreement (a “Notice of Disagreement”) to the Buyer prior to such date. Any Notice of Disagreement shall specify in
Sample 1
Purchase Price True-Up. Within sixty (60) Days after the end of each calendar year, AMAG shall provide to Takeda a report detailing (i) the total number of vials of Product delivered by AMAG in such calendar year, (ii) a calculation of the aggregate Purchase Price for such Product as calculated under Section 7.1, and (iii) the actual aggregate amount invoiced by AMAG and paid by Takeda for Product delivered in such calendar year. If the total amount invoiced and paid (i.e., the total amount described in the foregoing clause (iii)) is [***] (ii)), then AMAG shall invoice and Takeda shall pay [***] to AMAG in accordance with Section 7.2. If the total amount invoiced and paid (i.e., the total amount described in the foregoing clause (iii)) [***] (ii)), then AMAG shall credit [***] to the next invoice(s) issued to Takeda under Section 7.2 for Product delivered during the next calendar year until [***] is fully applied. By way of an illustrative example, [***]. Notwithstanding any other section of this Agreement, AMAG shall have the right to off-set any credits owed by AMAG to Takeda under this Section 7.3(a) in connection with [***] against (i) any amounts owed by Takeda to AMAG in connection with [***] and (ii) any amounts then owed by Takeda to AMAG against [***].
Sample 1
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Purchase Price True-Up. (a) Within 90 days after the Closing Date, the Buyer shall prepare and deliver to the Seller a statement (the “Closing Statement”) setting forth the Buyer’s calculation of the Closing Working Capital Amount, the Closing Cash Amount, the Closing Indebtedness Amount, the aggregate amount of the actual Change of Control Payments, the aggregate amount of the actual Transaction Expenses and the Purchase Price, and the deviation of such amounts from those included in the Closing Estimates and Calculations;
Sample 1

Related to Purchase Price True-Up

  • Purchase Price Payment The total Purchase Price for the Property is the amount of the successful bid for the parcel at public auction.

  • Purchase Price Adjustment (a) At least five (5) Business Days prior to the Closing, Trimble shall prepare and deliver to AGCO a statement (the “Estimated Company Closing Statement”) in substantially the form and calculated in accordance with accounting principles, policies, practices, procedures, classifications and methodologies attached hereto as Exhibit G, setting forth its good faith estimates of the Company Closing Cash (the “Estimated Company Closing Cash”), the Company Closing Indebtedness (the “Estimated Company Closing Indebtedness”), the Company Closing Working Capital (the “Estimated Company Closing Working Capital”) and the Company Closing Transaction Expenses (the “Estimated Company Closing Transaction Expenses”), in each case, with such estimates calculated based on Cash, Indebtedness, Working Capital and Transaction Expenses as of the prior month’s end close, which statement shall contain (i) an estimated balance sheet of the Company as of the end of the prior month (after giving effect to the Carve-Out Restructuring, but without giving effect to the JCA Contribution), and (ii) a calculation of the Estimated Company Closing Cash, the Estimated Company Closing Indebtedness, the Estimated Company Closing Working Capital and the Estimated Closing Transaction Expenses, in each case, as of the prior month’s end close, together with reasonable supporting documentation. Following the delivery of the Estimated Company Closing Statement, Trimble shall make its representatives reasonably available to AGCO to discuss the calculations contained in the Estimated Company Closing Statement, and the Parties shall consider in good faith the other Party’s comments to the Estimated Company Closing Statement. If any adjustments are made to the Estimated Company Closing Statement by Trimble following the good faith discussion of the Parties prior to the Closing, such adjusted Estimated Company Closing Statement shall thereafter become the Estimated Company Closing Statement for all purposes of this Section 2.7.

  • 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.

  • The Purchase Price If the sale of the Property is not subject to HST, Seller agrees to certify on or before (included in/in addition to) closing, that the sale of the Property is not subject to HST. Any HST on chattels, if applicable, is not included in the Purchase Price.

  • Cash Purchase Price The term "Cash Purchase Price" shall have the meaning set forth in Section 2.3(a).

  • Post-Closing Purchase Price Adjustment (a) As soon as practicable, but no later than forty-five (45) calendar days after the Closing Date, Buyer shall cause to be prepared and delivered to Griffon a single statement (the “Closing Statement”) setting forth Buyer’s calculation of (i) the Net Working Capital, (ii) based on such Net Working Capital amount, the Net Working Capital Adjustment, (iii) the Closing Date Funded Indebtedness, (iv) the Closing Date Cash, (v) the Transaction Related Expenses and the components thereof in reasonable detail. Buyer’s calculation of the Net Working Capital, the Net Working Capital Adjustment, the Closing Date Funded Indebtedness, the Closing Date Cash and the Transaction Related Expenses set forth in the Closing Statement shall be prepared and calculated in good faith, and in the manner and on a basis consistent with the terms of this Agreement and the Accounting Principles (in the case of Net Working Capital) and the definitions thereof, and in the case of Net Working Capital shall also be in the same form and include the same line items as the Estimated Net Working Capital calculation, and shall otherwise (x) not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby, (y) be based on facts and circumstances as they exist as of the Closing and (z) exclude the effect of any decision or event occurring on or after the Closing. In furtherance of the foregoing, Buyer acknowledges and agrees that the Accounting Principles are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies. If the Closing Statement is not so timely delivered by Buyer for any reason, then the Estimated Closing Statement shall be considered for all purposes of this Agreement as the Closing Statement, from which the Seller will have all of its rights under this Section 2.7 with respect thereto, including the right to dispute the calculations set forth in the Estimated Closing Statement in accordance with the procedures set forth in Section 2.7(b) and Section 2.7(c) mutatis mutandis.

  • Purchase Price; Allocation of Purchase Price (a) Subject to the terms and conditions of this Agreement, the purchase price for the Interests and the Purchased Assets (other than the Specified OUS Assets) (such amount, the “Purchase Price”) is payable as follows:

  • Adjustments to the Purchase Price The Purchase Price shall be adjusted as of the Closing Date by:

  • Base Purchase Price Buyer agrees to pay for the Assets the total sum of Thirty Million and No/100 Dollars ($30,000,000.00) (“Base Purchase Price”) to be paid by direct bank deposit or wire transfer in same day funds at the Closing, subject only to the price adjustments set forth in this Agreement.

  • Purchase Price; Deposit (a) The purchase price for the Property is AND 00/100 DOLLARS ($ ) (the “Purchase Price”), payable as follows:

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