Adjustment to Purchase Price. Any payment made pursuant to the indemnification provisions of this Article VIII shall be deemed to be an adjustment to the Purchase Price and the Parties shall treat it as such for all purposes.
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):
Adjustment to Purchase Price. Any payment made by the Vendor as an Indemnifying Party pursuant to this Article 9 will constitute a dollar-for-dollar decrease of the Purchase Price and any payment made by the Purchaser as an Indemnifying Party pursuant to this Article 9 will constitute a dollar-for-dollar increase of the Purchase Price.
Adjustment to Purchase Price. On the date hereof, the Company shall deliver to the Buyer a balance sheet as of August 31, 1998, which has been prepared by the Company and attached hereto as Schedule 2.3 (the "Balance Sheet"). Within ninety (90) days following the Closing Date, Ernst & Young LLP ("E&Y") shall deliver to the Buyer and to the Shareholder Representative (as defined in Section 4 below) an audited balance sheet as of the Closing Date (the "Closing Balance Sheet") showing the Company's Net Asset Value (as defined herein) as of the close of business on the day prior to the Closing Date (the "Closing Balance Sheet Net Asset Value"). The Closing Balance Sheet shall be prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied using the same methodology as was used in the preparation of the Financial Statements (as defined in Section 6.5 hereof) and the Balance Sheet. In the event that the Closing Balance Sheet Net Asset Value is less than the Net Asset Value as shown on the Balance Sheet (the "Target Net Asset Value"), the Purchase Price shall be reduced by one dollar for each dollar that the Closing Balance Sheet Net Asset Value is less than the Target Net Asset Value. In the event that the amount of the Closing Balance Sheet Net Asset Value is more than the Target Net Asset Value, the Purchase Price shall be increased by one dollar for each dollar that the Closing Balance Sheet Net Asset Value is more than the Target Net Asset Value (collectively, the "Purchase Price Adjustment"). The Shareholder Representative and the Buyer shall be entitled to review the Closing Balance Sheet for a period of thirty (30) days after delivery by E&Y. In the event that before the end of such thirty (30) day period, either of such persons notifies the other in writing that they dispute the Closing Balance Sheet Net Asset Value shown on the Closing Balance Sheet, then the Closing Balance Sheet Shareholders' Equity shall be determined by PricewaterhouseCoopers LLP, or other Big 5 accounting firm mutually agreed to by Buyer and the Shareholder Representative ("Second Auditor"), which determination shall be made within thirty (30) days of the date such firm is retained and when delivered shall be final and binding on the parties. If the Closing Balance Sheet Net Asset Value as determined by the Second Auditor varies in favor of the requesting party, the cost of the Second Auditor shall be paid by the non-requesting party. If the Closing Balance Sheet Net Asset ...
Adjustment to Purchase Price. The parties agree that any indemnification payments made pursuant to this Agreement shall be treated for tax purposes as an adjustment to the Purchase Price, unless otherwise required by applicable law.
Adjustment to Purchase Price. Any payment by Purchaser or Seller under this Section 5.2 will be an adjustment to the Purchase Price.
Adjustment to Purchase Price. Buyer and Holdings agree that any Indemnity Payment hereunder shall be treated as an adjustment to the Purchase Price.
Adjustment to Purchase Price. 11 Section 2.4.
Adjustment to Purchase Price. All indemnification payments paid pursuant to this Article VII shall, to the maximum extent permitted by law, be treated as an adjustment to the Purchase Price or the purchase of the interest in the Note.
Adjustment to Purchase Price. The Preliminary Purchase Price shall be adjusted as follows and the resulting amount shall be herein called the “Final Purchase Price”:
