Closing Purchase Price Adjustments Sample Clauses

Closing Purchase Price Adjustments. 3.1 Closing Date and Location 3.2 Purchase Price; Payment of the Purchase Price
Sample 1Sample 2
AutoNDA by SimpleDocs
Closing Purchase Price Adjustments. Section 2.01
Sample 1Sample 2
Closing Purchase Price Adjustments. (a) Seller shall prepare in good faith and, not less than four (4) Business Days prior to the Closing Date, deliver to Buyer, an estimated consolidated balance sheet of the Acquired Companies as of the Effective Time (the “Estimated Closing Balance Sheet”) which will be accompanied by a statement (the “Estimated Closing Statement”) setting forth Seller’s calculation of (i) the Net Working Capital as of the Effective Time (the “Estimated Net Working Capital Amount”), (ii) the Debt of the Acquired Companies as of the Effective Time (the “Estimated Closing Debt Amount”), (iii) Seller’s Expenses as of the Effective Time (the “Estimated Seller’s Expenses Amount”), (iv) Cash on Hand as of the Effective Time, and (v) the Closing Cash Amount (the “Estimated Cash on Hand Amount”), in each case, together with reasonably detailed supporting calculations and documentation. Seller shall prepare the Estimated Closing Balance Sheet and Estimated Closing Statement in accordance with GAAP and the assumptions and procedures set forth on Exhibit A of this Agreement, which is attached solely for illustrative purposes to demonstrate the manner in which the Estimated Closing Balance Sheet, the Estimated Closing Statement, the Closing Balance Sheet and the Closing Statement are to be prepared. Upon delivery of the Estimated Closing Balance Sheet and Estimated Closing Statement, Seller shall provide Buyer and its Representatives with reasonable access to the relevant employees, accountants and books and records of the Acquired Companies to review the accuracy of such amounts. In the event that Xxxxx does not agree in good faith with Seller’s calculation of the Estimated Net Working Capital Amount, Estimated Closing Debt Amount, Estimated Seller’s Expenses Amount, and/or Estimated Cash on Hand Amount, Buyer shall so notify Seller in writing no later than two (2) Business Days after Buyer receives Seller’s calculations, and Seller and Buyer shall negotiate in good faith to mutually agree upon acceptable estimates and each such Party shall consider in good faith any proposed comments or changes that the other Party may reasonably suggest; provided, however, that Seller’s failure to include any changes by Buyer or Buyer’s failure to accept changes or positions of Seller, or the acceptance by any Party of the Estimated Closing Balance Sheet and Estimated Closing Statement, shall not limit or otherwise affect any such Party’s right to include such changes or other changes in the Closin...
Sample 1
Closing Purchase Price Adjustments. (a) On the day which is five (5) Business Days prior to the Closing Date, the Sellers shall deliver to the Buyer (i) a special purpose balance sheet listing certain line items in substantially the form attached hereto as Schedule 2.3(a) (the "Estimated Closing Date Balance Sheet") based upon the Sellers' books and records and prepared in accordance with GAAP applied on a consistent basis with prior periods as restated in a manner consistent with the Seller Balance Sheet, and the amounts thereof, to be included on the Closing Date Balance Sheet and (ii) a certificate of the Sellers, duly executed by the chief financial officer of Livent, stating that the Estimated Closing Date Balance Sheet has been prepared in good faith, has been prepared in accordance with GAAP applied on a consistent basis with prior periods as restated in a manner consistent with the Seller Balance Sheet, and reflects the Sellers' best estimate of, and to the best knowledge of the Sellers, fairly presents each of the items, and the amounts thereof, to be included on the Closing Date Balance Sheet.
Sample 1
Closing Purchase Price Adjustments. The Closing Purchase Price shall be reduced by the amount, if any, of any Oxford GP Unit Distributions and any Subordinated Unit Distributions. “Oxford GP Unit Distributions” means the amount of any distributions made or declared by Oxford GP in respect of the Oxford GP Units during the period commencing on the date hereof and ending on the Closing Date as to which the Sellers are the record holders of the Seller Oxford GP Units on and with respect to the record date for such distributions. “Subordinated Unit Distributions” means the amount of any distributions made or declared by the Partnership in respect of the Seller Subordinated Units during the period commencing on the date hereof and ending on the Closing Date as to which the Sellers are the record holders of the Seller Subordinated Units on and with respect to the record date for such distributions.
Sample 1
Closing Purchase Price Adjustments. A. Section 1.1 of the Merger Agreement shall be amended in that the term "Closing Date" shall be redefined to mean the date the Certificates are filed, which shall be the later of (i) June 6, 1997, or (ii) the date on which the Company and/or Purchaser obtains financing in an amount necessary to pay on the Closing Date the aggregate balance owed by the Company to Micros as of that date; provided, however, that if the Merger does not close by June 11, 1997, then the Merger Agreement and this Agreement shall terminate, which termination shall be by mutual agreement of the parties.
Sample 1
Closing Purchase Price Adjustments. Prior to Closing, the Sellers shall prepare and deliver to Buyer a statement (the “Preliminary Statement”) setting forth in reasonable detail their good faith estimates of Company’s Cash at Closing (the “Estimated Cash Balance”) and the Company’s Net Working Capital at Closing (the “Estimated Net Working Capital”), each prepared in accordance with the methodology set forth in Schedule 2.3(a). The Estimated Cash Balance (if greater than zero) shall be added to the Closing Date Cash Payment. If the Estimated Net Working Capital is less than the Target Net Working Capital, the shortfall shall be subtracted from the aggregate principal amount of the Promissory Notes issued at the Closing, and if the Estimated Net Working Capital is greater than the Target Net Working Capital, the surplus shall be added to the initial aggregate principal amount of the Promissory Notes issued at Closing.
Sample 1
AutoNDA by SimpleDocs
Closing Purchase Price Adjustments 
Sample 1Sample 2Sample 3See All (15)

Related to Closing Purchase Price Adjustments

  • 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.

  • 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.

  • 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.”

  • Closing Purchase Price The Closing Purchase Price (the "Closing Purchase Price") shall be paid or delivered by Buyer at Closing in the following manner:

  • Price Adjustments 8.5.1 Not more than once per calendar year, Lonza may adjust the Price in accordance with the [***] for the previous calendar year. The new Price reflecting such Batch Price adjustment shall be effective for any Batch for which the Commencement Date is on or after the date of Lonza’s notice to Customer of the Price adjustment.

  • Purchase Price; Allocation of Purchase Price (a) Subject to the terms and conditions of this Agreement, the purchase price for the Interests and the Purchased Assets (other than the Specified OUS Assets) (such amount, the “Purchase Price”) is payable as follows:

  • Base Price Adjustments The base aircraft price (pursuant to Article 3 of the Agreement) of the Option Aircraft will be adjusted to Boeing's and the engine manufacturer's then-current prices as of the date of execution of the Option Aircraft Supplemental Agreement.

  • 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 Allocations Seller and Buyer mutually agree to allocate the Purchase Price among the Assets as set forth in EXHIBIT B attached hereto. Seller and Buyer agree that said allocation as set forth in EXHIBIT B is the proper allocation of the Purchase Price in accordance with the fair market value of the Assets, and that said allocation of the Purchase Price of the Assets as set forth in EXHIBIT B shall apply for purposes of Sections 755 and 1060 of the Internal Revenue Code of 1986 (as amended and together with any regulations promulgated thereunder, the "Code"). Seller and Buyer agree (and each agrees to cause its affiliates) to report the federal, state and local income and other tax consequences of the transactions contemplated herein, and in particular to report the information required under Section 1060(b) of the Code (and any regulations promulgated thereunder), in a manner consistent with such allocation. Seller and Buyer further agree (and each agrees to cause its affiliates) to not take any tax position inconsistent with such allocation in connection with the examination of any of their tax returns, refund claims or litigation, investigations or other proceedings involving any of their tax returns. Seller and Buyer each further agree that they will not take any position inconsistent with this allocation in preparing financial statements, tax returns, reports to shareholders or government authorities or otherwise. Buyer and Seller each agree to furnish the other a copy of IRS Form 8594 (Asset Acquisition Statement under Section 1060 of the Code) as filed with the Internal Revenue Service by such party or any affiliate thereof, pursuant to Sections 755 and 1060 of the Code, as a result of the consummation of the transactions contemplated hereby, within thirty (30) days of the filing of such form with the Internal Revenue Service.

  • Purchase Price Allocation The Parties shall allocate five percent (5%) of the Final Closing Consideration to the Restrictive Covenants for Tax purposes. The Parties acknowledge and agree that the Tax allocation, if any, of the Final Closing Consideration to Restrictive Covenants shall not, in any way, limit any remedy available to Purchaser for any breach by any Seller Party of any Restrictive Covenants. The Parties shall allocate the remainder of the Final Closing Consideration (and any other relevant items) to the Acquired Assets in accordance with Section 1060 of the Code. NIS shall provide to Purchaser a draft allocation within ninety (90) days after the Closing Date. Within forty-five (45) days after NIS’s delivery of the draft allocation, Purchaser shall notify NIS of any objections it may have thereto. The Parties shall attempt in good faith to resolve any disagreement with respect to such allocation. If the Parties are unable to reach an agreement, they shall cause the Accountant to resolve any remaining disputes. The Parties shall split the costs of such Accountant equally. The Parties agree to file all Tax Returns (including IRS Form 8594) consistent with the purchase price allocation, as finally determined pursuant to this Section 2.6. The Parties shall revise the purchase price allocation, if and when necessary, to take into account any adjustment to the Purchase Price pursuant to this Agreement using the same methodologies as were used in compiling the initial allocation; provided, however, that, for the avoidance of doubt, no additional amounts shall be allocated to the Restrictive Covenants for Tax purposes. To the extent Section 483 of the Code or any succeeding or corresponding provision of applicable law applies to characterize portions of the Purchase Price as interest payments, the Parties hereby agree to so treat them.

Time is Money Join Law Insider Premium to draft better contracts faster.