Adjustment of Estimated Purchase Price Sample Clauses

Adjustment of Estimated Purchase Price. (a) Within thirty (30) calendar days following the Closing Date, Purchasers shall prepare and deliver to Seller:
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Adjustment of Estimated Purchase Price. (a) Not earlier than ninety (90) but in any event within one hundred (100) days after the Closing Date, Purchaser will at its expense cause a balance sheet of the Division to be prepared as of the Closing Date (the "Closing Balance Sheet"), in accordance with generally accepted accounting principles but using the same methodologies and adjustments used in the Estimated Closing Balance Sheet. In order to facilitate Purchaser's preparation of this Closing Balance Sheet, Seller shall provide to Purchaser access to Seller's accounting records, accounting personnel and work papers to the extent necessary to prepare such Closing Balance Sheet. Upon preparation of such Closing Balance Sheet, Purchaser shall deliver a copy thereof together with Purchaser's work papers related thereto to Seller and Purchaser and Seller shall meet within 10 business days of Seller's receipt thereof to resolve any concerns Seller may have. If at the end of this ten business day period, Purchaser and Seller are unable to agree upon a Final Closing Balance Sheet, the Closing Balance Sheet as prepared by Purchaser shall be audited (the "Audited Closing Balance Sheet") at Purchaser's expense in accordance with generally accepted auditing standards, by the Minneapolis, Minnesota office of Xxxxxx Xxxxxxxx & Co.. LLP, independent certified public accountants ("Auditor"). The scope of the audit of the Audited Closing Balance Sheet will be subject to the review and approval of Seller prior to commencement of such audit.
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Adjustment of Estimated Purchase Price. Section 1.7 of the Agreement (including subparagraphs (a) through (g)) is hereby amended in its entirety to read as follows:
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Adjustment of Estimated Purchase Price. The Estimated Purchase Price shall be adjusted 90 days after Closing (the "Receivables Determination Date") by an amount equal to the difference between (i) the actual cash collections received by Purchaser during the period from the Closing to the Receivables Determination Date in respect of the accounts receivable included in the Estimated Closing Balance Sheet and (ii) $7,035,431. If there is a negative difference ("Shortfall Collections") as a result of such collections being less than $7,035,431, then the Estimated Purchase Price shall be reduced and Seller shall pay Purchaser an amount equal to the Shortfall Collections within five days after such amount is determined. After the payment of the Shortfall Collections, all remaining uncollected receivables included in the Estimated Closing Balance Sheet shall be assigned to Seller and Seller may pursue collection thereof. If there is a positive difference ("Excess Collections") as a result of such collections exceeding $7,035,431, then the Estimated Purchase Price shall be increased and Purchaser shall pay an amount equal to the Excess Collections to Seller within five days after such amount is determined.
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Adjustment of Estimated Purchase Price. Section 1.7 of the APA Agreement is hereby amended in its entirety to read as follows:
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Adjustment of Estimated Purchase Price. The Estimated Purchase Price shall be adjusted as provided in this Section 1.7. As complete consideration and payment for any shortfall in collections of accounts receivable transferred to Purchaser under the APA Agreement (the "Transferred Accounts Receivable"), Seller shall pay to Purchaser on the date of the Post-Closing Amendment an amount equal to the sum of (i) $1,000,000, which amount is to be paid to Purchaser by wire transfer of funds , and (ii) $460,000, which amount is to be paid to Purchaser, less an amount equal to $33,360 for rent payments to Seller in respect of the Richardson, Texas lease, out of the Escrow Amount by means of Seller and Purchaser giving the Escrow Agent a form of joint instructions of payment (in the form attached hereto as Exhibit A-1) to wire such funds to Purchaser. This payment shall extinguish any and all rights of Purchaser to make claims against HPS under the APA Agreement or the Escrow Agreement related to the Transferred Accounts Receivable, including, but not limited to, any claims for breach of the warranty specified in Section 2.9 of the APA Agreement; provided however that HPS agrees to promptly remit to Purchaser any customer payments it erroneously or inadvertently has received after October 25, 2000 or may hereafter receive in respect of such Transferred Accounts Receivable upon receipt of reasonable documentation from Purchaser that any such payment was erroneously paid to HPS. Notwithstanding the payments made by Seller as provided for in this Section 1.7, all Transferred Accounts Receivable shall remain the sole property and assets of Purchaser and there shall be no reassignment of any accounts back to Seller due to non-payment or for any other reason; provided, however, that the Seller's rights to payment from Sheakley Uniservice under its Transition Services Agreement for services rendered for periods prior to October 25, 2000 are not being transferred to Purchaser and shall remain the property of Seller. If the aggregate collections from the Transferred Accounts Receivable received by Purchaser or its subsidiary HBS prior to December 31, 2001 total more than $7,235,431 (such excess amount over $7,235,431 being herein called the "Excess Collections"), then Purchaser agrees to pay to HBS, no later than 30 days after December 31, 2001, an amount equal to 20% of the Excess Collections.
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Adjustment of Estimated Purchase Price 
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Related to Adjustment of Estimated Purchase Price

  • Estimated Purchase Price Not less than five (5) Business Days prior to the anticipated Closing Date, the Seller shall deliver or cause the Company to deliver to the Buyer a good faith estimate of the consolidated balance sheet of the Company and the Consolidated Subsidiaries as of the close of business on the Closing Date (the “Preliminary Closing Balance Sheet”) together with the Seller’s good faith estimate of the Purchase Price (the “Estimated Purchase Price”). The Preliminary Closing Balance Sheet (i) shall be prepared in a manner consistent with the format and methodology of the Pro Forma Balance Sheet, (ii) subject to the adjustments set forth on the Pro Forma Balance Sheet, shall be in accordance with GAAP applied consistently with the Company’s past practices (to the extent such past practices are consistent with GAAP), and (iii) may exclude all footnotes. The Preliminary Closing Balance Sheet shall be certified as meeting the foregoing requirements by the Seller. The Preliminary Closing Balance Sheet and the Estimated Purchase Price shall be accompanied by all relevant backup materials and schedules, in detail reasonably acceptable to the Buyer, including, without limitation, the Seller’s good faith estimate of the Closing Book Value, Closing Indebtedness and Closing Transaction Expenses. As promptly as practicable, but in no event more than two (2) Business Days after the Seller’s delivery of the Preliminary Closing Balance Sheet, the Buyer shall identify to the Seller any adjustments to the Preliminary Closing Balance Sheet that the Buyer reasonably believes are required to accurately calculate the Estimated Purchase Price. In the event the Buyer has identified any adjustments to the Preliminary Closing Balance Sheet, then not later than two (2) Business Days prior to the anticipated Closing Date, the Seller shall re-deliver or cause the Company to re-deliver to the Buyer a revised Preliminary Closing Balance Sheet, setting forth the adjustments that the Seller believes in good faith to be required to accurately calculate the Estimated Purchase Price based on the Seller’s discussions with the Buyer, together with the Seller’s resulting estimate of the Estimated Purchase Price.

  • Purchase Price Adjustment (a) Not later than five Business Days prior to the Closing Date, the Contributor Parties shall prepare in good faith and deliver to Acquiror a preliminary settlement statement (the “Estimated Adjustment Statement”) setting forth (i) an estimated combined balance sheet of the Compression Group Entities as of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) (the “Estimated Closing Date Balance Sheet”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital Threshold, (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amount.”

  • Adjustment to Purchase Price (a) Subject to Section 3.3(b), at the Closing, the Purchase Price shall be adjusted, without duplication, to account for the items set forth in this Section 3.3(a):

  • 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.

  • Post-Closing Purchase Price Adjustment (a) As promptly as practicable, but in no event later than ninety (90) days following the date of the Applicable Closing, Parent shall prepare and deliver to SunGard Data a statement (the “Post-Closing Statement”), certified by the chief financial officer of Parent and accompanied by reasonable supporting detail, setting forth the Closing Net Working Capital, the Company Transaction Fees and Expenses and the Merger Consideration, including, in each case, the calculation thereof in reasonable detail. The calculations set forth in the Post-Closing Statement shall be final and binding on all Parties unless SunGard Data gives Parent written notice of its objections thereto (an “Objection Notice”), with reasonable supporting detail as to each such objection (each, a “Post-Closing Calculation Objection”), within forty-five (45) days after receipt of the Post-Closing Statement (the “Objection Period”). In the event SunGard Data fails to give Parent an Objection Notice prior to the expiration of the Objection Period or otherwise earlier notifies Parent in writing that SunGard Data has no objections to the calculations set forth in the Post-Closing Statement, the Post-Closing Statement shall be deemed final and binding on all Parties hereto, and all payments to be made in accordance with Section 3.4(d) shall be derived therefrom. Any component of the calculations set forth in the Post-Closing Statement that is not the subject of a timely delivered Objection Notice by SunGard Data shall be final and binding on all Parties except to the extent such component could be affected by other components of the calculations set forth in the Post-Closing Statement. Throughout the period following the Closing Date until the components of the calculations set forth in the Post-Closing Statement are deemed final and binding pursuant to this Section 3.4, subject to Section 7.21, Parent shall permit SunGard Data and its Representatives reasonable access (with the right to make copies), during business hours upon reasonable advance notice, to the financial books and records of the Surviving Corporation and its Subsidiaries for the purposes of the review and objection right contemplated herein.

  • Adjustment of Purchase Price NUMBER AND KIND OF SHARES OR NUMBER OF RIGHTS. The Purchase Price, the number and kind of shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11.

  • Price Adjustment No adjustment in the per share Exercise Price shall be required unless such adjustment would require an increase or decrease in the Exercise Price of at least $0.01; provided, however, that any adjustments which by reason of this paragraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 2 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be.

  • Purchase Price The Purchase Price for each Mortgage Loan shall be the percentage of par as stated in the related Purchase Price and Terms Agreement (subject to adjustment as provided therein), multiplied by the aggregate principal balance, as of the related Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the related Cut-off Date, but only to the extent such payments were actually received. The initial principal amount of the related Mortgage Loans shall be the aggregate principal balance of the Mortgage Loans, so computed as of the related Cut-off Date. If so provided in the related Purchase Price and Terms Agreement, portions of the Mortgage Loans shall be priced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the current principal amount of the related Mortgage Loans as of the related Cut-off Date at the weighted average Mortgage Interest Rate of those Mortgage Loans. The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid to the Seller by wire transfer of immediately available funds to an account designated by the Seller in writing.

  • Adjustment of Repurchase Price In determining the applicable repurchase price of the Stock and Options, as provided for in Sections 5 and 6, above, appropriate adjustments shall be made for any stock dividends, splits, combinations, recapitalizations or any other adjustment in the number of outstanding shares of Stock in order to maintain, as nearly as practicable, the intended operation of the provisions of Sections 5 and 6.

  • Adjustment Payment If the Closing Working Capital exceeds the Target Working Capital, the Purchase Price shall be increased by the amount by which Closing Working Capital exceeds the Target Working Capital, and if the Closing Working Capital is less than the Target Working Capital, the Purchase Price shall be decreased by the amount by which Closing Working Capital is less than the Target Working Capital. In addition to the foregoing adjustment, (i) the Purchase Price shall be decreased by an amount equal to the Debt Amount and (ii) the Purchase Price shall be increased by an amount equal to the Closing Eligible Capital Expenditures. The Purchase Price as so increased or decreased under this Section 2.03(c) shall hereinafter be referred to as the “Adjusted Purchase Price”. If the Closing Date Payment is less than the Adjusted Purchase Price, Purchaser shall, and if the Closing Date Payment is more than the Adjusted Purchase Price, Seller shall, within 10 Business Days after the Statement becomes final and binding on the parties, make payment by wire transfer in immediately available funds in an amount equal to the absolute value of the difference between the Adjusted Purchase Price and the Closing Date Payment to one or more accounts designated in writing at least two Business Days prior to such payment by the party entitled to receive such payment, plus interest thereon at a rate of 5% per annum, calculated on the basis of the actual number of days elapsed divided by 365, from and including the Closing Date to but excluding the date of payment.

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