Adjustments to Initial Purchase Price. The Initial Purchase Price shall be increased or reduced as set forth in Sections 2.6(a), (b) and (c), and the Closing Purchase Price shall be subject to adjustment as set forth in Section 2.6(d). Such increases or reductions, as the case may be, shall be referred to herein as the "PURCHASE PRICE ADJUSTMENT" and shall be determined and paid as set forth below:
Adjustments to Initial Purchase Price. The Initial Purchase Price shall be subject to account for the items prorated as of the Closing Date pursuant to Section 3.4 and as may occur under the provisions of Section 3.5 (this Section and Section 3.5 being referred to as the “Adjustment Sections,” and the Initial Purchase Price as so adjusted is herein referred to as the “Purchase Price”).
Adjustments to Initial Purchase Price. The Initial Purchase Price shall be adjusted pursuant to the following adjustments:
Adjustments to Initial Purchase Price. (a) Following the Closing Date, the Seller and the Buyer shall jointly engage Xxxxxx Xxxxxxxx LLP ("Xxxxxxxx"), but at the Seller's expense, to perform an audit of Rapidforms' consolidated financial statements for the period ended on the Closing Date (the "Closing Financial Statements"). In order to complete such audit, Buyer, Rapidforms and its Subsidiaries shall provide full cooperation to Seller and Xxxxxxxx, including, without limitation, making available and providing reasonable access to the premises, books and records and employees of Rapidforms and its Subsidiaries, and executing customary accountant representation letters. Following the completion of such audit, which Seller and Xxxxxxxx shall use their respective commercially reasonable efforts to complete within 45 calendar days after the Closing Date, the Seller shall deliver to the Buyer a true and complete copy of such Closing Financial Statements, including a balance sheet (the "Closing Balance Sheet") prepared in accordance with GAAP (excluding footnote requirements) reflecting consistent methodology and practices regarding the establishment of balance sheet reserves and liabilities and in a manner consistent with the July 31, 1997 balance sheet of Rapidforms (included on Exhibit A hereto) (the "July 31, 1997 Balance Sheet"), together with a schedule computing Rapidforms' Adjusted Net Equity (as defined below) based upon the Closing Balance Sheet. It is understood that in the preparation of the Closing Balance Sheet, the Seller may adjust reserves and accruals included in the July 31, 1997 Balance Sheet in conformity with GAAP and Rapidforms' historic methodology. The Seller shall permit the Buyer to review all work papers and computations used by Xxxxxxxx in auditing such Closing Financial Statements. Within fifteen (15) calendar days following the date of delivery of such Closing Financial Statements to the Buyer, the Buyer shall either accept the Closing Balance Sheet and Rapidforms' Adjusted Net Equity based thereon or propose adjustments thereto. In the event the Buyer and the Seller fail to agree on all of the Buyer's proposed adjustments within ten (10) calendar days following the date of delivery by the Buyer of notice of such proposed adjustments, the parties shall request Price Waterhouse LLP or, in the event that such firm is unavailable to accept this assignment, such other recognized firm of auditors as the parties mutually agree (the "Final Auditor") to prepare and deliver to ...
Adjustments to Initial Purchase Price. 5 SECTION 1.05 ALLOCATION OF PURCHASE PRICE; SECTION 338 TAX ADJUSTMENTS.........................................9 SECTION 1.06 SELLERS REPRESENTATIVES; ATTORNEYS-IN-FACT..............13 SECTION 1.07 ESTATE TAX LIEN.........................................14 ARTICLE II INDIVIDUAL REPRESENTATIONS AND WARRANTIES OF SELLERS.......14 SECTION 2.01 AUTHORITY; EXECUTION AND DELIVERY; ENFORCEABILITY.......14 SECTION 2.02 TITLE TO THE EQUITY INTERESTS...........................14 SECTION 2.03 CAPITAL STOCK...........................................15 SECTION 2.04 INVESTMENT REPRESENTATION...............................15 SECTION 2.05 NO CONFLICT.............................................15 SECTION 2.06 LITIGATION..............................................16
Adjustments to Initial Purchase Price. The Initial Purchase Price shall be adjusted as set forth in Section 2.3(a) and the Closing Purchase Price shall be subject to adjustment as set forth in Section 2.3(b). Such adjustments shall be referred to herein as the "Purchase Price Adjustment" and shall be determined and paid as set forth below:
Adjustments to Initial Purchase Price. The Initial Purchase Price payable hereunder and under the Asset Purchase Agreement (the "Combined Cash Payment") shall be subject to adjustment after the Closing Date as follows:
Adjustments to Initial Purchase Price. (i) Within thirty (30) days following Closing, Seller shall prepare and deliver to Buyer a draft statement setting forth the Tangible Net Worth of the Acquired Assets as of the Closing Date (the “Draft TNW Statement”). Thereafter, Buyer and Seller shall work together in good faith to resolve any questions or disputes with respect to the Draft Statement. Within ninety (90) days following the Closing, the Buyer shall prepare and deliver to the Seller a final statement setting forth the Tangible Net Worth of the Acquired Assets as of the Closing Date (the “Final TNW Statement”), which shall be attached as Schedule 2.3(c)(i) at such time. Notwithstanding anything contained to the contrary in this Agreement, Buyer shall prepare and deliver to Seller, every week a statement of the uncollected Buyer Accounts Receivable. In the event of a dispute between Buyer and Seller with respect to the value of a Buyer Account Receivable, Buyer shall transfer such disputed Buyer Account Receivable to Seller and such transfer shall be treated as a Negative Post-Closing Purchase Price Adjustment (as defined in Section 2.3(c)(ii) below. Following such transfer, Seller shall be entitled, at its sole cost and expense, to attempt to collect and retain any amounts on such transferred Buyer Account Receivable. Notwithstanding anything to the contrary in this Agreement, if Buyer and Seller are unable to reach a satisfactory settlement prior to the conclusion of the ninety (90) day period set forth herein, each of Buyer and Seller shall be entitled to submit the dispute for judicial resolution in accordance with provisions of Article 8 hereof.
Adjustments to Initial Purchase Price. 17 4.1 First Adjustment of Initial Purchase Price........................................................17 4.2 Second Adjustment of Initial Purchase Price.......................................................19 4.3
Adjustments to Initial Purchase Price. All adjustments to the Initial Purchase Price shall be made according to the factors described in this Section 3.2, in accordance with United States generally accepted accounting principles as consistently applied in the oil and gas industry, and without duplication.
