Consideration Adjustments. To the extent permitted by Law, any amounts payable under Section 9.2 or Section 9.3 shall be treated by Purchaser and Seller as an adjustment to the Final Consideration for Tax purposes.
Consideration Adjustments. MCC shall use reasonable efforts to cause SIC to agree to amend the payment mechanics in the MDLY Merger Agreement and MCC Merger Agreement contemplated above to provide that if the transaction contemplated by the MCC Merger Agreement closes on its revised terms, the Settlement Amount (defined below) will be paid to an escrow account which shall be distributed to eligible members of the Class (defined below) in accordance with the Settlement Stipulation described below. Defendants shall agree to such adjustments to the payment mechanics, but shall not be obligated to agree to any other adjustments or payments.
Consideration Adjustments. (a) [Intentionally omitted]
Consideration Adjustments. All amounts paid with respect to the indemnity claims under this Agreement shall be treated by the Parties hereto for all Tax purposes as a consideration adjustment, unless such payments are required to be treated differently by applicable laws, rules or regulations. Execution Copy
Consideration Adjustments. (Y) Clause 5.1 (A) shall be amended shall be amended by the replacement of the words “1,619,538 Consideration Shares” with the words “1,619,763 Consideration Shares”;
Consideration Adjustments. (a) The Company shall deliver to Buyer (a) a draft statement setting forth in reasonable detail and accompanied by reasonably detailed back-up documentation the calculation of (i) the Company Net Working Capital and the Net Working Capital Shortfall or the Net Working Capital Surplus, as applicable, (ii) the Closing Indebtedness, (iii) the Closing Cash, and (iv) the unpaid Transaction Expenses, each as of the Closing Date in a form reasonably satisfactory to Buyer not less than five Business Days prior to the Closing Date, and (b) shall deliver to Buyer a final certificate setting forth the calculation of (i) the Company Net Working Capital and the Net Working Capital Shortfall or the Net Working Capital Surplus, as applicable, (ii) the Closing Indebtedness, (iii) the Closing Cash, (iv) the unpaid Transaction Expenses each as of the Closing Date, and (v) the resulting calculation of the Total Consideration, in reasonable detail and accompanied by reasonably detailed back-up documentation, in a form reasonably satisfactory to Buyer not less than three Business Days prior to the Closing Date, which certificate shall be certified as true, correct and complete as of the Closing Date by the Company’s Chief Executive Officer in his capacity as such (the “Company Net Working Capital Certificate”). For the avoidance of doubt, the Company Net Working Capital is to be calculated in the same way, using the same methodologies and accounting practices and principles applied on a consistent basis (including with respect to determining estimates and allowances) as the line items comprising the Company Net Working Capital as set forth on Schedule 8.14 in each case, consistent with Company’s past practices and using the policies, principles, conventions, methodologies and procedures used by the Company in the Financial Statements.
Consideration Adjustments. 4 3.1 Adjustments to Merger Consideration............................ 4 (a)
Consideration Adjustments. 6 2.1 Post-Closing Adjustments to Merger Consideration. . . . . . . . . . . . . . . . . . . . . . . . . . . 6 (a) Determination of Earn-Out . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 (b) Certain Definitions Related to the Earn-Out . . . . . . . . . . . . . . . . . . . . . . . . . 6 (c) Review of Earn-Out Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 2.2 Payment of Earn-Out. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 2.3 Protection of Tax-Free Reorganization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 ARTICLE 3
Consideration Adjustments. In the event that the auditors of the ------------------------- Company determine after the Closing Date that an adjustment to the amount of Consideration paid by The Park Trust to the Seller pursuant to Section 1.3(b) is required, based on the auditors' calculation of Net Book Value and Net Profit, then if such adjustment shall result in an increase in the Consideration, The Park Trust shall pay such amount to the Seller by electronic funds transfer and if such adjustment shall result in a decrease in the Consideration, the Seller shall pay such amount to The Park Trust, in each case promptly after the auditors make their determination. The auditors' determination as to the Net Book Value and Net Profit shall be conclusive, provided, however, that each of the parties shall have the right to review and comment on the auditors' determination. If a Park Trust Adjustment Event (as defined below) shall occur prior to the third (3/rd/) anniversary of the Closing Date, then within thirty (30) days following the closing of such Park Trust Adjustment Event, The Park Trust shall pay the Seller, by electronic funds transfer pursuant to such instructions as the Seller shall have provided to The Park Trust, an amount equal to the Applicable Percentage of the amount equal to (i) two million four hundred forty-eight thousand four hundred sixty-five (2,448,465), multiplied by (ii) the Premium Per Share with respect to such Park Trust Adjustment Event.
Consideration Adjustments. (a) The Closing Payment shall be reduced by the parties' good faith estimate of the amount by which Current Liabilities exceed Current Assets, or increased by the amount that Accounts Receivable exceed Current Liabilities, and reduced by the parties' good faith estimate of amount of any Indebtedness (excluding Indebtedness of the Company to Columbia Capital Corporation in the principal amount of $7,500) (the "Closing Adjustment"). Buyer shall cause the Indebtedness of the Company to Los Alamos National Bank to be paid in full at Closing.
