Adjustment to the Purchase Price Sample Clauses
The "Adjustment to the Purchase Price" clause defines how the final purchase price of an asset or business will be modified based on certain agreed-upon factors or post-closing calculations. Typically, this clause outlines mechanisms for adjusting the price to reflect changes in working capital, inventory levels, or the presence of undisclosed liabilities discovered after the initial agreement. By providing a clear process for recalculating the purchase price, this clause ensures that both parties are treated fairly and that the final amount paid accurately reflects the true value of the transaction at closing.
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Adjustment to the Purchase Price. (a) The Buyer shall review the Proposed Closing Statement within forty-five (45) days following Closing to determine if any adjustments to the Proposed Closing Statement should be made for any differences between the estimated amounts contained in the Proposed Closing Statement and actual amounts as determined by Buyer after Closing. Buyer shall prepare any proposed adjustments along with such information as is necessary for Company to review the proposed adjustments (the “Definitive Closing Statement”). If the Company disagrees with the Definitive Closing Statement as adjusted, the Company shall notify Buyer in writing of such disagreement (a “Dispute Notice”) within fifteen (15) days after receipt of the Proposed Closing Statement, which Dispute Notice shall specify in reasonable detail the items and amounts in dispute. If the Company does not deliver a Dispute Notice within such fifteen (15) day period, then the Company will have been deemed to have accepted the Definitive Closing Statement, which shall be final, conclusive and binding upon all Parties. For a period of fifteen (15) days following Company’s receipt of a Dispute Notice (the “Dispute Period”), Representatives of Buyer and the Company shall use their reasonable best efforts to resolve all disagreements with respect to the Definitive Closing Statement set forth in such Dispute Notice through the joint consultation of Buyer and the Company. For purposes of evaluating the adjustments to the Proposed Closing Statement, Buyer shall provide reasonable access to the Company and its accountants and other Representatives, at the Buyer’s offices in Las Vegas, Nevada, upon advance notice and during normal business hours, to any financial information created or used in connection with the preparation of the Definitive Closing Statement, and otherwise shall reasonably cooperate and assist the Company and its accountants and other Representatives to analyze the Definitive Closing Statement as adjusted.
(b) If Company and the Buyer are unable to resolve all of their disputes with respect to the Definitive Closing Statement within the Dispute Period, then any remaining disputes (and only such remaining disputes) shall be resolved by an independent regional or national accounting firm selected by the Company and Buyer. If Company and Buyer shall not be able to agree on the selection of an accounting firm, the accounting firms used by Company and Buyer shall make such selection in good faith. If they cannot ...
Adjustment to the Purchase Price. For greater certainty, the amount of any payment required to be made by an Indemnifier to an Indemnified Party shall be deemed to constitute an adjustment to the Purchase Price and the Parties agree to allocate the adjustment to the appropriate Purchased Asset, acting reasonably.
Adjustment to the Purchase Price. For U.S. Tax purposes, any indemnification payments made pursuant to this Article VI shall be treated as an adjustment to the Purchase Price, unless otherwise required by applicable Law.
Adjustment to the Purchase Price. (a) Promptly following the Closing, ABI and CBI shall engage Ernst & Young LLP, or if such firm is not willing to act in such capacity, such other internationally recognized accounting firm reasonably acceptable to ABI and CBI (the “Initial EBITDA Accountant”) to prepare a statement (the “Initial Statement”) calculating and setting forth EBITDA (the amount calculated and set forth on such Initial Statement, the “Initial EBITDA Amount”), which statement shall include a worksheet setting forth in reasonable detail how such amount was calculated. The Initial EBITDA Accountant shall prepare the Initial Statement as described herein and utilizing the definitions set forth herein. The Initial Statement shall be completed and delivered to ABI and CBI by the Initial EBITDA Accountant within ninety (90) days after the Closing Date. In connection with the foregoing, ABI and CBI shall each cooperate with the Initial EBITDA Accountant and provide all relevant books and records and other information in the possession or control of such party relating to determining the Initial EBITDA Amount as the Initial EBITDA Accountant may reasonably request. If the Initial EBITDA Accountant determines in the Initial Statement that Initial EBITDA Amount is less than $310 million, ABI shall cause a payment equal to 9.3 times the absolute value of the difference between $310 million and the Initial EBITDA Amount, to be made to CBI within 30 days of the delivery of the Initial Statement by the Initial EBITDA Accountant (such amount, the “Preliminary Adjustment Amount”).
(b) During the 90 days immediately following ABI’s and CBI’s receipt of the Initial Statement (the “Adjustment Review Period”), ABI and CBI and their representatives shall be permitted to review all working papers and working papers of such parties and their independent accountants, as well as those of the Initial EBITDA Accountant, relating to the preparation of the Initial Statement and the calculation of the Initial EBITDA Amount, and each party and the Initial EBITDA Accountant shall make reasonably available to the other the individuals responsible for and knowledgeable about the information used in, and the preparation or calculation of, the Initial Statement and the Initial EBITDA Amount; provided, however, that the independent accountants shall not be obligated to make any working papers available unless and until the other requesting party has signed a customary confidentiality and hold harmless agreement rela...
Adjustment to the Purchase Price. (a) The Purchase Price will be increased or decreased, as the case may be, dollar-for-dollar:
(i) to the extent that the Final Net Debt is more or less than the Estimated Net Debt, by the amount of such surplus or deficit,
(ii) to the extent that the Final Working Capital is more or less than the Estimated Working Capital, by the amount of such surplus or deficit, and
(iii) to the extent that the Final Option Consideration is more or less than the Option Consideration, by the amount of such surplus or deficit (the “Purchase Price Adjustment”).
(b) The Sellers and the Purchaser shall, within 5 Business Days after delivery of the Final Closing Statement, deliver to the Escrow Agent a certificate (the “Closing Certificate”) signed by both of them, certifying:
(i) the Purchase Price, as adjusted;
(ii) the amount by which the Purchase Price has been increased or decreased, as the case may be;
(iii) the payment or payments to be made by the Escrow Agent; and
(iv) such other details as may be required to permit the Escrow Agent to make the foregoing payment or payments.
(c) If there is an increase in the Purchase Price or if there is no adjustment to the Purchase Price:
(i) the Sellers and the Purchaser shall jointly instruct the Escrow Agent to pay the Escrow Adjustment Amount to the Sellers, by wire transfer of immediately available funds, within the 5 Business Day period referred to in Section 2.7(b); and
(ii) the Purchaser shall pay to the Sellers the amount, if any, by which the increased Purchase Price exceeds the original Purchase Price, by wire transfer of immediately available funds, within the 5 Business Day period referred to in Section 2.7(b).
(d) If there is a decrease in the Purchase Price, and such decrease is less than or equal to the Escrow Adjustment Amount:
(i) the Escrow Agent shall pay to the Sellers an amount equal to the difference between the Escrow Adjustment Amount and the amount that is the decrease in the Purchase Price, by wire transfer of immediately available funds, within the 5 Business Day period referred to in Section 2.7(b); and
(ii) the Escrow Agent shall pay to the Purchaser the remaining Escrow Adjustment Amount, by wire transfer of immediately available funds, within the 5 Business Day period referred to in Section 2.7(b).
(e) If there is a decrease in the Purchase Price and the decrease is greater than the Escrow Adjustment Amount:
(i) the Escrow Agent shall pay to the Purchaser the Escrow Adjustment Amount, by wire transfe...
Adjustment to the Purchase Price. At Closing, the Purchase Price payable to Seller shall be reduced in accordance with the terms of Section 11.1, below.
Adjustment to the Purchase Price. The Purchase Price shall be reduced by the amount by which $7,250,000 exceeds the Net Book Value. The Net Book Value shall be the amount by which the aggregate book amount of the Purchased Assets exceeds the aggregate book amount of the Assumed Liabilities, all as determined in accordance with this Article III and as shown on the Closing Balance Sheet.
Adjustment to the Purchase Price. As soon as practicable (but not more than five (5) business days) after the determination and delivery of the Final Closing Balance Sheet and the Final Statement of Working Capital in accordance with this Section 2.6, (i) if the Estimated Assumed Debt is less than the Closing Assumed Debt on the Final Closing Balance Sheet, then there shall be an immediate downward adjustment to the Purchase Price payable by Stockholder to Buyer in an amount equal to such deficiency PLUS the amount, if any, by which the Closing Working Capital as reflected in the Final Statement of Working Capital is less than $5,559,000 (the "Working Capital Difference") or (ii) if the Estimated Assumed Debt is greater than the Closing Assumed Debt, then (A) there shall be an immediate upward adjustment to the Purchase Price payable by Buyer to Stockholder in an amount equal to such excess MINUS the Working Capital difference (if any), or (B) if the amount resulting from the calculation set forth in clause (ii)(A) of this Section 2.6(e) is a negative number, there shall be an immediate downward adjustment to the Purchase Price payable by Stockholder to Buyer in an amount equal to the Working Capital Difference MINUS the amount by which the Estimated Assumed Debt is greater than the Closing Assumed Debt (in each case, the "Purchase Price Adjustment"). Any amounts payable under this Section 2.6(e) after taking into account the Holdback Amount shall be payable by wire transfer of immediately available funds to the bank designated by Buyer or Stockholder, as the case may be, within three (3) business days after delivery of the final Closing Balance Sheet and the Final Statement of Working Capital.
Adjustment to the Purchase Price. (a) Attached hereto as Schedule 2.2 is a preliminary statement (the ------------ "Preliminary Closing Statement") of the amounts of certain Assets and Assumed Liabilities of Seller as of the date hereof. The Preliminary Closing Statement includes only the following items: (i) prepaid expenses of the Business, (ii) accounts receivable of the Business described in Section 1.1(u) that were generated on or after April 28, 1999 (clauses (i) and (ii) collectively, the "Closing Assets"), and (iii) deferred revenue, accounts payable and other current liabilities (including, without limitation, customer credits, accrued vacation and sick pay of Seller's employees) of the Business (the "Closing Liabilities"). The Closing Liabilities shall not include any Tax Liabilities. Two business days prior to the Closing Date, Seller shall provide Buyer with an updated Preliminary Closing Statement (the "Updated Closing Statement") which, in Seller's best judgment, estimates the amounts of the Closing Assets and the Closing Liabilities as of the Closing Date.
(b) The "prepaid expenses" included in the Closing Assets (i) shall be direct expenses incurred and paid by Seller prior to the Closing Date to unaffiliated third parties which inure to the benefit of Buyer from and after the Closing Date, including, without limitation, expenses in respect to Future Events, Future Publications and/or Future Ancillary Products; (ii) shall not include any management fees, salaries, other employee compensation or benefits, internal allocations, general office expenses or other overheads of the Business, whether incurred and/or paid by Seller; and (iii) shall include only those direct expenses which have been incurred and paid by Seller in the ordinary course of business consistent with Seller's past practice in operating the Business. The accounts receivable included in the Closing Assets shall include only those which arose in the ordinary course of business.
(c) The "deferred revenue" included in the Closing Liabilities (i) shall consist of all exhibitor deposits, cancellation and forfeiture amounts, contractor commissions (if any), show and conference registration fees, sponsorship fees, advertising revenue, subscription revenue, prepayments and other miscellaneous revenue received by Seller as of the effective date of such statement in respect to Future Events, Future Publications or Future Ancillary Products, (ii) shall include only deferred revenue which has been received by Seller in t...
Adjustment to the Purchase Price. (a) No later than three Business Days prior to the date on which the Closing is scheduled to occur, Sellers’ Representative shall deliver to Purchaser a good faith estimate of the Closing Balance Sheet and, based on such estimated Closing Balance Sheet, a good faith estimate of Closing Working Capital (the “Estimated Working Capital”). The Estimated Working Capital will be accompanied by a certificate of Sellers’ Representative specifying that it was prepared in accordance with GAAP and the policies, practices and methodologies used in connection with the preparation of the Balance Sheet and the provisions of this Section. Sellers’ Representative shall also deliver to Purchaser copies of all work papers and other documents used in the calculation of Estimated Working Capital as necessary to allow Purchaser and Sellers’ Representative to determine the adjustments to the Purchase Price hereunder.
(b) If Target Working Capital exceeds Estimated Working Capital, the Purchase Price shall be decreased by the amount of such excess. If Estimated Working Capital exceeds Target Working Capital, the Purchase Price shall be increased by the amount of such excess. “Target Working Capital” means Six Hundred Thousand Dollars ($600,000).