Purchase Price Adjustment. (a) The parties acknowledge that the stated Purchase Price has been determined based on an assumption that the portfolio of Containers being purchased hereunder consists of (i) a certain number of 20-foot and 40-foot dry van containers and 40-foot high cube containers shown on Exhibit “A” hereto, comprising (as of September 18, 2006) 20,910.7 Container Equivalent Units (“CEUs”) assigned an allocated unit price as set forth on Exhibit “A”, and (ii) 423 refrigerated containers assigned allocated unit price as set forth on Exhibit “A”. Such assumption is based upon a report prepared by Cronos prior to Closing as to container inventory as of September 18, 2006, and will be updated prior to Closing with the report from Cronos on or about September 30, 2006 (referred to in Section 3.01 above). If the actual number of Containers of any type sold by Seller to Buyer differs from the number and type of Containers listed on Exhibit “A” hereto (as updated at Closing by the September 30 report), then and in such event Seller or Buyer, as the case may be, shall either (i) in case the actual number is lower, Seller shall refund the per unit amount of any overpayment of the Purchase Price to Buyer within five (5) business days after Buyer and/or Seller becomes aware of the shortfall, or (ii) in case the actual number is higher, Buyer shall pay the additional purchase price per Container as applicable pursuant to Exhibit “A” also within five (5) business days after Buyer and/or Seller becomes aware of the overage. Upon the return of any overpayment or payment of any shortfall, as called for herein, Seller or Buyer, as the case may be, shall be entitled to all casualty payments and sale proceeds attributable to any casualty loss or sale of a Container reported as part of a shortfall or overage hereunder. A party shall be deemed aware of a shortfall or overage in the number of Containers actually purchased hereunder when Cronos provides notice(s) thereof
Purchase Price Adjustment. The Purchase Price shall be subject to adjustment 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 Purchase Price for Tax purposes, unless otherwise required by applicable Law.
Purchase Price Adjustment. Following the Closing, the Purchase Price will be adjusted as set forth below:
Purchase Price Adjustment. In the event that the Company issues or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities (other than shares or options issued or which may be issued pursuant to the Company's employee or director option plans or shares issued upon exercise of options, warrants or rights outstanding on the date of the Agreement and listed in the Exchange Act Reports) at an effective purchase price per share which is less than the Purchase Price then in effect or the fair market value (as hereinabove defined) of the Common Stock on the trading day next preceding such issue or sale, then in each such case, the Purchase Price in effect immediately prior to such issue or sale shall be reduced effective concurrently with such issue or sale to an amount determined by multiplying the Purchase Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue or sale, including, without duplication, those deemed to have been issued under any provision of the Debentures and the Warrants plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company for such additional shares would purchase at such fair market value or Purchase Price, as the case may be, then in effect; and (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale including, without duplication, those deemed to have been issued under any provision of the Debentures and Warrants. For purposes of the foregoing fraction, Common Stock outstanding shall include, without limitation, any Equity Offerings (as defined in the Debentures) then outstanding, whether or not they are exercisable or convertible when such fraction is to be determined. In the event of any such issuance for a consideration which is less than such fair market value and also less than the Purchase Price then in effect, then there shall be only one such adjustment by reason of such issuance, such adjustment to be that which results in the greatest reduction of the Purchase Price computed as aforesaid. The number of shares which may be purchased hereunder shall be increased proportionately to any reduction i...
Purchase Price Adjustment. 5 Section 1.8
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. 10 1.16 Withholding ......................................................................................................... 13
Purchase Price Adjustment. If the Buyer and the Sellers are unable to mutually agree on the Estimated Purchase Price pursuant to Section 2.1(c), then within ten (10) days following the Closing Date the Buyer shall provide the Sellers Representative written notice of the components of the Purchase Price to which the Buyer objects and its proposed calculation of such components (the “Objection Notice”); provided, however, that (a) the Buyer shall only be entitled to object to any component of the Purchase Price to the extent it objected to such component pursuant to Section 2.1(c). For purposes of clarity, the Parties acknowledge and agree that the Buyer shall not be permitted to object to (i) the Purchase Price unless the Buyer objected to the Purchase Price prior to the Closing pursuant to Section 2.1(c) and (ii) any component of the Purchase Price (A) that the Buyer did not object to prior to the Closing pursuant to Section 2.1(c) or (B) to which the Buyer and the Sellers reached an agreement pursuant to Section 2.1(c). The Buyer and the Sellers shall be deemed to have agreed upon all items and amounts that are not disputed by the Buyer in the Objection Notice. The Parties shall use reasonable efforts to resolve in good faith during the thirty (30) days following delivery of the Objection Notice any dispute properly asserted in the Objection Notice. If the Parties are unable to resolve any disputed items within thirty (30) days following delivery of the Objection Notice, the disagreement may be submitted for resolution to a firm of independent accountants of national standing to which the Buyer and the Sellers agree (the “Independent Accountants”), which firm shall make a final and binding determination as to only those components of the Purchase Price in dispute with respect to this Section 2.5 on a timely basis and promptly shall notify the Parties in writing of its resolution. The Independent Accountants shall not have the power to modify or amend any term or provision of this Agreement or modify previously agreed to items among the Parties. The costs and expenses of the Independent Accountants shall be allocated between the Parties based upon the percentage which the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party, as determined by the Independent Accountants. If the Buyer does not provide an Objection Notice within the time period and in the manner set forth in this Section 2.5, the Estimated Purchase Price Purchas...
Purchase Price Adjustment. (a) For purposes of this Section 2.6, the following terms shall have the meanings assigned to them in this Section 2.6(a):
