Closing Purchase Price Adjustment. As soon as practicable, but in any event within 180 days after the Closing Date, Deloitte & Touche, at the direction of the Buyer, shall prepare and deliver to the Seller a statement of the Net Worth of Diamond as of December 31, 1996 (the "Net Worth Statement"). In calculating the Net Worth Statement, the Seller may dispute any amounts reflected on the Net Worth Statement to the extent the net effect of such disputed amounts in the aggregate would affect the Net Worth of Diamond by more than $25,000, but only on the basis that such amounts were not arrived at in accordance with GAAP applied on a consistent basis. The Seller shall notify the Buyer in writing of each disputed item, and specify the amount thereof in dispute, within 30 days of the date on which the Buyer gives the Seller notice of the Net Worth Statement. If the Seller timely notifies the Buyer of any such dispute, and the Seller and the Buyer cannot resolve any such dispute within 15 days of the Seller's delivery of such notice, such dispute shall be resolved by a "Big Six" certified independent accounting firm, other than any such firm engaged by the Seller or the Buyer, selected by both the Seller and the Buyer. If the Seller and the Buyer cannot agree on the choice of such accounting firm, the Seller shall choose the firm in the manner specified above for choosing the Third Firm. The Seller and the Buyer shall request such accounting firm to determine the Diamond Net Worth as promptly as practicable (and in any event within 30 days of receipt of notice of such dispute by the Seller and the Buyer, which notice shall be promptly given by the parties), and determination shall be final on the parties. The Seller and the Buyer shall pay any expenses relating to the engagement of such accounting firm, allocated between the Buyer and the Seller so that the Seller's share of such costs shall be in the same proportion that the aggregate amount of the disputed amounts submitted to such accounting firm that are unsuccessfully disputed by the Seller (as finally determined by such accounting firm) bears to the total amount of such disputed amounts so submitted to such accounting firm. To the extent that the Net Worth Statement reflects a Diamond Net Worth less than $3,225,000 (without taking into account the stockholder loan being released on the Closing Date) (the "Net Worth Target"), the Purchase Price shall be reduced by the amount of such deficiency, and the Escrow Agent shall pay to the Buyer a p...
Closing Purchase Price Adjustment. In the event that the value of the Shares following the Closing Date is less than $3.75 million, then and in that event, the Post Closing Purchase Price Adjustment will be triggered. If the Post Closing Purchase Price Adjustment is triggered, during each calendar month after Closing and until the Merger is Closed, Innofone shall promptly deliver additional shares of its common stock such that Semotus shall have an aggregate number of shares of Innofone common stock with an aggregate market value as of the date of payment of no less than Three Million Seven Hundred Fifty Thousand and 00/100 Dollars ($3,750,000) (“Post-Closing Purchase Price Adjustment”).
Closing Purchase Price Adjustment. No later than three (3) Business Days, but not more than five (5) Business Days, before the Closing Date, Parent shall prepare and deliver to Buyer a statement (the “Estimated Closing Statement”) setting forth its good faith estimate of the Net Working Capital (the “Estimated Working Capital”), Cash (the “Estimated Cash”), Indebtedness (the “Estimated Indebtedness”), and the Net Intercompany Receivable or Net Intercompany Payable, as applicable (the “Estimated Net Intercompany Receivable” and “Estimated Net Intercompany Payable”), respectively) in each case as of the Reference Time, and the resulting calculation of the Closing Payment, which statement shall be prepared in accordance with Exhibit C to the Original Agreement. If the Estimated Working Capital exceeds the Target Working Capital, such excess shall be called the “Estimated Working Capital Excess.” If the Estimated Working Capital is less than the Target Working Capital, such deficit shall be called the “Estimated Working Capital Deficit.” Following delivery of the Estimated Closing Statement, Parent shall consult in good faith with Buyer regarding the amounts and calculations therein, provide Buyer and its Representatives with reasonable supporting documentation for the calculations included therein, and consider in good faith any comments or modifications from Buyer with respect to such amounts and calculations; provided, that, for the avoidance of doubt, the Estimated Closing Statement as referred to in this Agreement shall refer to the statement delivered pursuant to this Section 2.04 as modified to reflect such comments or modifications from Buyer accepted by Parent (acting in good faith).
Closing Purchase Price Adjustment. If the Post-Closing Purchase Price Adjustment is greater than zero, then Purchaser must deliver, within five days after final determination of the Post-Closing Purchase Price Adjustment, a substitute promissory note (the "Greater Note") for the Note with a principal amount equal to the $5,000,000 PLUS the amount of the Post-Closing Purchase Price Adjustment PLUS an amount equal to (i) 6%, divided by (ii) 365, multiplied by (iii) the number of days between the Closing Date and the date of delivery of the Net Fixed Asset Value, and multiplied by (iv) the Post-Closing Purchase Price Adjustment. Upon delivery of the Net Fixed Asset Value, Seller must immediately xxxx the Note "Cancelled" and promptly deliver the cancelled Note to Purchaser.
Closing Purchase Price Adjustment. Subject to the resolution of all disputes, if any, regarding the final Closing Date Balance Sheet and Post-Closing Adjustment in accordance with Section 2.4(b) above, the Estimated Purchase Price paid on the Closing Date shall be adjusted on a dollar-for-dollar basis to the extent that the Final Closing Purchase Price is less than or greater than the Estimated Purchase Price (the amount of such difference being referred to as the “Purchase Price Adjustment”). If the Final Closing Purchase Price minus the Estimated Purchase Price is a number less than $0, then the Purchase Price Adjustment shall decrease the Aggregate Purchase Price by such amount, and Seller shall, within five (5) Business Days after the date on which the Final Closing Purchase Price is determined to be final pursuant to Section 2.4(b) above, pay such amount to Buyer by wire of immediately available funds (for clarity, from separate funds and not the Escrow Funds) to bank accounts designated by Buyer. If the Final Closing Purchase Price minus the Estimated Purchase Price is a number greater than $0, then the Purchase Price Adjustment shall increase the Aggregate Purchase Price by such amount, and the Buyer shall, within five (5) Business Days after the date on which the Final Closing Purchase Price is determined to be final pursuant to Section 2.4(b) above, pay such amount to Seller by wire of immediately available funds to bank accounts designated by Seller.
Closing Purchase Price Adjustment. The resolution by the certified public accountants of any dispute concerning the Post-Closing Purchase Price Adjustment shall be final, binding and conclusive upon the parties and shall be the parties' sole and exclusive remedy regarding any dispute concerning the Post-Closing Purchase Price Adjustment
Closing Purchase Price Adjustment. The closing ("Closing") of the sale and purchase of the Shares contemplated hereby shall take place at the offices of the legal counsel for Buyer's lead lender described in the Financing Letters (as defined in Section 4.5) in New York, New York, at 10:00 a.m. local time on December 29, 1995 or, if later, the date that is five business days following notice from Buyer to Seller of the anticipated satisfaction of the condition set forth in Section 7.7, or on such other date and such other place as the parties may agree, but in any event not later than January 31, 1996 ("Termination Date"); provided, however, in the event that any of the conditions set forth in Sections 6.4, 6.5, 7.4 and 7.5 shall not have been met or waived in writing by the Termination Date, such date shall be extended to the first to occur of (i) the satisfaction or written waiver of all such conditions or (ii) March 15, 1996. The day of Closing is referred to hereinafter as the "Closing Date."
Closing Purchase Price Adjustment. Within five Business Days after the Purchase Price becomes final and binding in accordance with Section 1.7:
Closing Purchase Price Adjustment. (a)The Purchase Price shall be adjusted: (i) downward by the amount, if any, by which Closing Transaction Expenses are greater than Estimated Transaction Expenses; (ii) upward by the amount, if any, by which the Closing Transaction Expenses are less than Estimated Transaction Expenses; (iii) downward by the amount, if any, by which Closing Net Working Capital is less than the Estimated Net Working Capital; and (iv) upward by the amount, if any, by which Closing Net Working Capital is greater than Estimated Net Working Capital.
Closing Purchase Price Adjustment. (a) As promptly as practicable following the Closing Date, but in no event later than ninety (90) days thereafter, the Purchaser shall prepare and deliver to the Sellers (i) an unaudited consolidated balance sheet of the Company (the "Closing Balance Sheet") as of the Closing Date (immediately prior to the Closing and without giving effect to the Closing) and (ii) a certificate setting forth the Closing Net Worth (defined below) as of the Closing Date (immediately prior to the Closing and without giving effect to the Closing) computed in accordance with the terms of this Agreement, and setting forth the computation and components thereof in reasonable detail (the "Statement of Closing Net Worth"). The Closing Balance Sheet shall be prepared in accordance with generally accepted accounting principles ("GAAP") as if the Closing Date were the last day of the fiscal year of the Company.
