Adjustment of Initial Purchase Price. The Initial Purchase Price shall be (i) increased dollar for dollar to the extent Net Assets reflected in the Adjusted Closing Date Balance Sheet exceeds Net Assets reflected in the Estimated Net Assets Statement, or (ii) decreased dollar for dollar to the extent Net Assets reflected in the Adjusted Closing Date Balance Sheet are less than Net Assets reflected in the Estimated Net Assets Statement and (iii) adjusted to reflect the finalization of the Excluded Liability Amount as of the Closing Date. To the extent that any such adjustment to the Excluded Liability Amount results in (i) an increase in the amount thereof, such increase shall be paid by Seller to Buyer or (ii) a decrease in the amount thereof, such decrease shall be paid by Buyer to Seller. If the parties agree, any such payment owing by one party to the other under the preceding sentence may be netted against amounts payable as a result of the determination of the Adjusted Closing Date Balance Sheet. Any adjustments to the Initial Purchase Price made pursuant to this Section 1.03(c) shall bear simple interest from and including the Closing Date to, but not including, the date of payment at 7% per annum, based on a 365-day year. Any adjustments to the Initial Purchase Price made pursuant to this Section 1.03(c), together with interest thereon, shall, within five (5) Business Days after the day the Adjusted Closing Date Balance Sheet is agreed to by Buyer and Seller or any remaining disputed items are ultimately determined by the Neutral Auditors, be paid by wire transfer in immediately available funds to an account in the United States specified by the party to whom such payment is owed.
Adjustment of Initial Purchase Price. 3.2.1 Within one hundred twenty (120) calendar days following the Closing Date (the "Adjustment Period"), the Purchaser shall prepare, or cause to be prepared, and deliver to Seller a statement of Working Capital of the Business as of the close of business on the Closing Date (the "Closing Date Working Capital"). The Closing Date Working Capital shall be prepared in accordance with the Accounting Principles.
Adjustment of Initial Purchase Price. 2.2.1 Within sixty (60) calendar days following the Closing Date (the "Adjustment Period"), the Purchaser shall prepare, or cause to be prepared, and deliver to the Seller a statement of Working Capital of the Company as of the close of business on the Closing Date (the "Closing Date Working Capital"). The Closing Date Working Capital shall be calculated in accordance with GAAP and the Accounting Principles. The Seller shall have the right to be present for any physical inventory of the Company's assets undertaken by the Purchaser in connection with preparation of the statement of Closing Date Working Capital.
Adjustment of Initial Purchase Price. The Initial Purchase Price shall be adjusted as follows (such adjustment being referred to herein as the "Purchase Price Adjustment"):
Adjustment of Initial Purchase Price. (a) The Initial Purchase Price shall be subject to the following adjustments following agreement or determination of the Completion Accounts:
Adjustment of Initial Purchase Price. 3.1 For the purposes of this Agreement, the following definitions shall apply:
Adjustment of Initial Purchase Price. 2.2.1 Final Trade Working Capital, Final External Cash/Debt Balance, Final Intercompany Payables, Final Intercompany Receivables and Final Netting Tax Amount shall be determined as set forth in this Section 2.2.1.
Adjustment of Initial Purchase Price. 2.2.1 Within sixty (60) calendar days following the Closing Date (the "Adjustment Period"), the Purchaser shall prepare, or cause to be prepared, and deliver to Seller a statement of Working Capital of the Company as of the close of business on the Closing Date (the "Closing Date Working Capital"). The Closing Date Working Capital shall be prepared in accordance with the Accounting Principles. During the preparation of the statement of Closing Date Working Capital, Purchaser shall afford, and shall cause the Company to afford, the Seller reasonable opportunity to review such preparation, including supporting detail, and the right to be present for any physical inventory of the Company's assets undertaken by Purchaser for purposes of preparing the statement of Closing Date Working Capital. Notwithstanding anything herein or in the Accounting Principles to the contrary, in the event Seller or the Company, at or subsequent to the Closing Date, contributes assets or satisfies any Liabilities of the Company and such assets or satisfaction of Liabilities would come within the definition of Working Capital, the Closing Date Working Capital shall be adjusted accordingly.
Adjustment of Initial Purchase Price. Upon the final determination of the Actual Working Capital pursuant to Section 2.3(c), the Initial Purchase Price shall either be increased by the amount, if any, by which the Actual Working Capital is greater than $40,300,000 or decreased by the amount, if any, by which the Actual Working Capital is less than $30,300,000.
Adjustment of Initial Purchase Price. 2.2.1 Final Trade Working Capital, Final External Cash/Debt Balance, Final Intercompany Payables, and Final Intercompany Receivables shall be determined as set forth in this Section 2.2.1.
