Adjustment of the Purchase Price Clause Samples
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Adjustment of the Purchase Price. The Purchase Price shall be subject to adjustment by the amount (the "Adjustment Amount"), if any, that the Net Working Capital of the Company increases or decreases between August 31, 2002 and the Closing Date. Promptly after the Closing Date, Purchaser's Independent Auditors shall perform a review of the financial statements of the Company for the period beginning December 1, 2002 and ended the Closing Date, including a balance sheet (the "Closing Balance Sheet"). The Closing Balance Sheet shall be delivered to Sellers and Purchaser within 45 days after the Closing Date. Upon such delivery of the Closing Balance Sheet, the Purchase Price will be increased or decreased by the Adjustment Amount. The Adjustment Amount shall be computed by subtracting $425,112 (which the parties agree is the Net Working Capital of the Company as at August 31, 2002 computed as set forth on Schedule 2.2(A) hereof) from the Net Working Capital of the Company at Closing as shown on the Closing Balance Sheet. In the event the Adjustment Amount is positive, the Purchase Price shall be increased by the amount of the Adjustment Amount, and Purchaser will within five (5) days deliver additional shares of Purchaser's Stock having a value equal to the Adjustment Amount. For all purposes of this Section 2.2, the value of the Purchaser's Stock shall be deemed to be equal to $0.92 per share (the "Agreed Value"). In the event the Adjustment Amount is negative, the Purchase Price shall be reduced by such amount and Escrow Agent shall within five (5) days pay to Purchaser such Adjustment Amount out of the Escrow Fund. Payment shall be made first out of the cash portion of the Escrow Fund and second out of the stock portion of the Escrow Fund valued for this purpose at the Agreed Value. After the adjustment of the Purchase Price is complete, any remaining cash in the Escrow Fund will be returned to Sellers in accordance with the terms of the Escrow Agreement. Any adjustments required in this Section will be subject to the dispute resolution procedures set forth in Schedule 2.2(B) hereof.
Adjustment of the Purchase Price. 3.4.1 The Purchase Price shall be adjusted, to reflect property taxes, local improvement taxes, water, gas, hydro and other utility rates, other, rental payments, deposits and other amounts due or paid with the intention that those expenses set out above which are attributable to the period prior to the Effective Date shall be the obligation of the Vendor and those which are attributable to the period on and after the Effective Date shall be the obligation of the Purchaser. With respect to property taxes and local improvement taxes, the allocation to such amount to the Vendor shall be equal to the amount of such taxes for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the tax period up to the Effective Date and the denominator of which is the number of days in the entire applicable tax period. For greater clarity, each Party agrees it shall, use commercially reasonable efforts to cooperate and perform all such acts and to make available such information and copies of such documents as may be necessary or desirable to give effect to give effect to this Section 3.4.1 and (i) to the extent commercially practicable, agree to any such adjustments pre-closing, and (ii) if applicable, finalize any remaining post-closing adjustments as soon as commercially practicable;
3.4.2 As soon as commercially practicable and no later than two (2) Business Days following execution of this Agreement, the Vendor shall provide the Purchaser with a current and accurate valuation of the Inventories forming part of the Purchased Assets. The estimated Purchase Price of Thirty-Two Million Two Hundred Thousand Dollars ($32,200,000.00) is based upon the Inventories forming part of the Purchased Assets having a value of $3,642,015 (the “Reference Inventory Value”) on the Effective Date. As at the Inventory Time, the Vendor shall calculate and advise the Purchaser of the value of the Inventories forming part of the Purchased Assets (the “Closing Inventory Value”). If the Closing Inventory Value is less than the Reference Inventory Value, then the Purchase Price payable on the Effective Date will be reduced by the amount that the Closing Inventory Value is less than the Reference Inventory Value. If the Closing Inventory Value is greater than the Reference Inventory Value, then the Purchase Price payable on the Effective Date will be increased by the amount that the Closing Inventory Value is greater than the Reference Inventory Value.
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Adjustment of the Purchase Price. (a) After the --------------------------------- Closing, Purchaser and Seller shall cooperate in preparing the Closing Balance Sheet as promptly as practicable, but not later than 30 days, after the Closing. Representatives of both Purchaser and Seller shall be entitled to observe and participate in the preparation of the Closing Balance Sheet. Such rights of observation and participation shall specifically include the right of Seller and its representatives to have access to the facilities and records of the Companies and SALTS where the Companies' and SALTS's records are located during normal business hours (or as the parties may otherwise agree). When the Closing Balance Sheet has been completed to Seller's satisfaction, it shall be certified and signed by Seller's principal financial officer and delivered to Purchaser. The sum of the amounts of (1) "Property, plant and equipment, at cost", (2) "Investment in SALTS" and (3) Net Working Capital (collectively, the "ADJUSTMENT ITEMS") on the Closing ----------------- Balance Sheet shall be compared to the sum of the amounts of the Adjustment Items on the Bid Balance Sheet (i.e., $35,319,000). If the sum of such amounts on the Closing Balance Sheet is greater than the sum of such amounts on the Bid Balance Sheet, then Purchaser shall pay the amount of the difference to Seller; if the sum of such amounts on the Closing Balance Sheet is less than the sum of such amounts on the Bid Balance Sheet, then Seller shall pay the amount of the difference to Purchaser (in either case, the "CLOSING ADJUSTMENT"). --------------------
(b) The Closing Adjustment shall be payable in the manner provided in Section 2.01(b) within 15 days after the delivery of the Closing Balance Sheet to Purchaser. If no Objection Notice is delivered as set forth in Section 2.02(c) below, then the Closing Adjustment calculated based on the Closing Balance Sheet shall be final, binding and conclusive upon the parties hereto. In the event that an Objection Notice is so delivered, then Seller shall nevertheless pay to Purchaser any amount shown to be so payable as the Closing Adjustment calculated based on the Closing Balance Sheet and/or Purchaser shall pay to Seller any amount shown to be so payable in the Objection Notice (either such payment, the "PROVISIONAL CLOSING ADJUSTMENT"). Such ------------------------------- payments shall be made in the manner provided in Section 2.01(b) within 15 days after the delivery of the Closing Balance Shee...
Adjustment of the Purchase Price. The Seller shall have no obligation to indemnify the Purchaser in respect of any Claim if and to the extent that: [***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to omitted portions.
(a) the matter giving rise to such Claim is properly accounted or provided for in the Closing Accounts by means of a liability, a depreciation or a provision specifically related to the matter in question and (b) the amount of any such liability, depreciation or provision has effectively lead to a decrease of the Price Adjustment Amount; and/or
12.6.2 (a) the Loss relating to such Claim consists of a payment already made by the Target Company on or prior to the Closing Date and (b) the amount of any such payment has effectively lead to a decrease of the Price Adjustment Amount.
Adjustment of the Purchase Price. The Purchase Price payable and the number of and kind of shares of Preferred Stock or other securities or property issuable upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights, options or warrants to subscribe for Preferred Stock (or shares having the same rights, privileges and preferences as the shares of Preferred Stock) at less than the current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness, securities, cash or assets (excluding regular periodic dividends out of earnings or retained earnings) or of subscription rights or warrants (other than those referred to above). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in the Purchase Price. No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights (other than fractions which are integral multiples of one three-hundredth of a share of Preferred Stock), and in lieu thereof an adjustment in cash will be made based on the current market price of the Preferred Stock on the last trading day prior to the date of exercise. Effect of a Triggering Event Any of the events described in the succeeding second and fourth paragraphs are defined as a "Triggering Event."
Adjustment of the Purchase Price. In the event that the Company shall have any Liabilities or Indebtedness other than the principal and accrued interest due under the Promissory Note as of the Closing, the Purchase Price shall be reduced on a Dollar for Dollar basis by the amount of such liability, provided, however, that if the amount of such Liabilities and Indebtedness, excluding the Company's obligation under the Promissory Note, equals or exceeds $50,000.00, it shall be deemed that the Seller is unable to perform under this Agreement and the Buyer shall be entitled to terminate this Agreement under Section 10 (a)(ii) below.
Adjustment of the Purchase Price. Prior to the Closing Date, Seller shall obtain an appraisal (the “Appraisal”) of (i) the Purchased Assets being sold pursuant to this Agreement, (ii) the assets being sold contemporaneously to Buyer by Hershey pursuant to the Asset Purchase Agreement between Hershey and Buyer dated on or about even date herewith (the “Hershey APA”), and (iii) the Non-Compete Agreement between Hershey and Buyer dated on or about even date herewith (the “Hershey Non-Compete”). Seller shall, within two business days of receipt, send Buyer a copy of the Appraisal and any drafts thereof. Based on the results of the Appraisal, Buyer, Seller and Hershey shall adjust the purchase prices of the assets being sold pursuant to this Agreement, the Hershey Non-Compete, and the Hershey APA, respectively; provided, that the aggregate purchase price of the assets to be sold shall remain unchanged (i.e., 2.25% of the value of the net assets of The Henlopen Fund at the close of business on the business day immediately preceding the Closing Date).
Adjustment of the Purchase Price. (a) The Purchase Price shall be adjusted down, on a dollar-for-dollar basis, if and to the extent that the aggregate Net Book Value of the Company, as reflected on the Closing Balance Sheets, is less than $200,000.00. Such adjustment (if applicable) shall be made on a dollar-for-dollar basis against the outstanding principal balance of the Purchase Note. For purposes of this Section 2.03, "Net Book Value" means the book value of the Company's assets minus the book value of its liabilities.
Adjustment of the Purchase Price. If any payment is made by the Seller to the Purchaser or by the Purchaser to the Seller in respect of any claim for any breach of a Seller’s Guarantee or a Purchaser’s Guarantee or pursuant to an indemnity obligation or otherwise under this Agreement, the payment shall be made by way of adjustment of the Purchase Price paid by the Purchaser for the Shares under this Agreement and the Purchase Price shall be deemed to have been reduced or increased, as the case may be, by the amount of such payment.
Adjustment of the Purchase Price. The Purchase Price payable and the number of shares of Common Stock or number and kind of other securities or property issuable upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Common Stock, (ii) upon the grant to holders of the Common Stock of certain rights, options or warrants to subscribe for Common Stock (or shares having the same rights, privileges and preferences as the shares of Common Stock) at less than the current market price of the Common Stock or (iii) upon the distribution to holders of the Common Stock of evidences of indebtedness, securities, cash or assets (excluding regular periodic dividends out of earnings or retained earnings) or of subscription rights or warrants (other than those referred to above). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in the Purchase Price. No fractional shares of Common Stock will be issued upon the exercise of any Right or Rights, and in lieu thereof an adjustment in cash will be made based on the current market price of the Common Stock on the last trading day prior to the date of exercise. Effect of a Triggering Event Any of the events described in the succeeding second and fifth paragraphs are defined as a "Triggering Event."