Adjustments to Base Purchase Price Clause Samples
The "Adjustments to Base Purchase Price" clause defines how the initial agreed-upon purchase price for a transaction may be modified based on certain factors or events. Typically, this clause outlines specific mechanisms for increasing or decreasing the base price, such as accounting for changes in working capital, outstanding debt, or inventory levels at closing. By providing a clear framework for recalculating the final purchase price, this clause ensures that both parties are treated fairly and that the price accurately reflects the business's value at the time of transfer, thereby reducing the risk of disputes.
Adjustments to Base Purchase Price. The portion of the Base Purchase Price payable pursuant to Section 3.1.1 will be adjusted as follows:
3.2.1 If the Business has fewer than 56,820 EBS's as of the Closing Date, the Base Purchase Price will be reduced by an amount equal to $2,288 multiplied by the difference between (x) 56,820 and (y) the number of EBS's as of the Closing Date.
3.2.2 Adjustments on a pro rata basis as of the Closing Date will be made for all prepaid expenses (to the extent such prepayments may accrue to Buyer's benefit), prepaid income and accounts receivable of active subscribers, and to reflect the principle that all expenses (including real estate taxes, stand by fees and assessment by any taxing authority for the Real Property) and income attributable to the Business for the period prior to the Closing Date are for the account of Seller, and all expenses and income attributable to the Business for the period on and after the Closing Date are for the account of Buyer; provided, however, that Seller and Buyer shall not prorate any items or expense payables under any Excluded Assets, all of which shall remain and be solely for the account of Seller. Seller will receive no credit for any accounts receivable (i) any portion of which is more than sixty (60) days past due as of the Closing Date, or (ii) from subscribers whose accounts are inactive or whose service is pending disconnection for any reason as of the Closing Date.
3.2.3 All advance payments to, or funds of third parties on deposit with, Seller as of the Closing Date, relating to the Business, including advance payments and deposits by subscribers served by the Business for converters, encoders, decoders, cable television service and related sales, will be retained by Seller and will reduce the Base Purchase Price accordingly.
3.2.4 All deposits relating to the Business that are held by third parties as of the Closing Date for the account of Seller or as security for Seller's performance of its obligations (other than with respect to (i) Excluded Assets; and (ii) any other deposits the full benefit of which will not be available to Buyer following the Closing Date); provided, however, credit will be given for those deposits for which partial credit can be determined, including deposits on leases and deposits for utilities, will be credited to the account of Seller in their full amounts to increase the Base Purchase Price and will become the property of Buyer.
3.2.5 The Base Purchase Price payable pursuant to Section...
Adjustments to Base Purchase Price. Upon timely delivery of a notice under Article 7 pursuant to Section 7.1 or 7.2, either by Buyer or by Seller, Buyer and Seller shall meet at least two (2) Business Days prior to Closing and use their reasonable commercial efforts to agree on the validity of any claims for Title Defects or Additional Interests and the amount of any Base Purchase Price adjustment using the following criteria:
Adjustments to Base Purchase Price. The Base Purchase Price ---------------------------------- will be adjusted as follows:
3.2.1 Reduced by an amount equal to $1,485 multiplied by the positive difference between (a) 5,523 and (b) the number of EBSs as of the Closing Date;
3.2.2 Adjustments on a pro rata basis as of the Closing Date will be made for all prepaid expenses (but only to the extent the full benefit thereof will be realizable by Buyer within 12 months after the Closing Date), accrued expenses (including real and personal property Taxes and the economic value of all accrued vacation time permitted by Buyer's policies to be taken after the Closing Time by Seller's System employees hired by Buyer), prepaid income, subscriber prepayments and accounts receivable related to the Business, all as determined in accordance with GAAP consistently applied, and to reflect the principle that all expenses and income attributable to the Business for the period prior to the Closing Date are for the account of Seller, and all expenses and income attributable to the Business for the period on and after the Closing Date are for the account of Buyer. Seller will receive no credit for any accounts receivable (a) resulting from cable service sales any portion of which is 60 days or more past due as of the Closing Date, (b) from subscribers whose accounts are inactive or whose service is pending disconnection for any reason as of the Closing Date or (c) resulting from advertising sales any portion of which is 120 days or more past due as of the Closing Date.
3.2.3 Buyer's account will be credited for the amount of all advance payments to, or funds of third parties on deposit with, Seller as of the Closing Date, relating to the Business, including advance payments and deposits by subscribers served by the Business for converters, encoders, decoders, cable television service and related sales, and the liability therefor will be assumed by Buyer.
Adjustments to Base Purchase Price. The Base Purchase Price shall be subject to adjustment as follows:
Adjustments to Base Purchase Price. The Base Purchase Price will be ---------------------------------- adjusted as follows:
3.2.1 If (a) the number of EBS's of the Business as of the Closing Date, combined with the number of EBS's of the ▇▇▇▇▇▇▇▇▇▇▇ System and the Southwest Michigan System, is fewer than 17,400 and (b) the number of EBS's of --- the Business as of the Closing Date is fewer than 708, then the Base Purchase Price will be reduced by an amount equal to $1,836 multiplied by the positive difference between (x) 708 and (y) the number of EBS's of the Business as of the Closing Date; provided, however, that in calculating the number of EBS's, the -------- ------- parties will consider 10 Seasonal Subscribers to be EBS's, and will not count any additional Seasonal Subscribers as EBS's. In addition, if a reduction is made in the Base Purchase Price as described above, and as of the Closing Date, the Southwest Michigan System has more than 15,180 EBS's and/or the ▇▇▇▇▇▇▇▇▇▇▇ System has more than 1,512 EBS's, the Base Purchase Price, as reduced above, shall be increased by (A) an amount equal to $1,802 multiplied by the positive difference between (i) the number of EBS's of the Southwest Michigan System as of the Closing Date and (ii) 15,180 and (B) an amount equal to $1,719 multiplied by the positive difference between (X) the number of EBS's of the ▇▇▇▇▇▇▇▇▇▇▇ System as of the Closing Date and (Y) 1512; provided, however, that no such increase in the Base Purchase Price shall cause the aggregate of (I) the Base Purchase Price so adjusted, (II) the purchase price for the Southwest Michigan System as adjusted pursuant to Section 3.2.1 of the Southwest Michigan Purchase Agreement and (III) the purchase price for the ▇▇▇▇▇▇▇▇▇▇▇ System, as adjusted pursuant to Section 3.2.1 of the ▇▇▇▇▇▇▇▇▇▇▇ Purchase Agreement, to exceed $31,250,000.
3.2.2 Adjustments on a pro rata basis as of the Closing Date will be made for all prepaid expenses (but only to the extent the full benefit thereof will be realizable by Buyer within 12 months after the Closing Date), accrued expenses (including real and personal property Taxes and the economic value of all accrued vacation time permitted by Buyer's policies to be taken after the Closing Time by Seller's System employees hired by Buyer), prepaid income, subscriber prepayments and accounts receivable related to the Business, all as determined in accordance with GAAP consistently applied, and to reflect the principle that all expenses and income attributable to...
Adjustments to Base Purchase Price. The Base Purchase Price shall be adjusted according to this Section 2.7. For all adjustments known or capable of reasonable estimation as of Closing, the Base Purchase Price shall be adjusted at Closing pursuant to a “Preliminary Settlement Statement” approved by Seller and Buyer on or before Closing. A draft of the Preliminary Settlement Statement will be prepared by Seller and provided to Buyer at least 3 Business Days prior to Closing. The Preliminary Settlement Statement shall set forth the Base Purchase Price as adjusted as provided in this Section 2.7 using the best information available at the Closing Date (the “Closing Amount”). The Closing Amount less the Deposit shall be paid by Buyer to Seller at Closing by federal funds wire transfer to an account or accounts to be designated by Seller to Buyer in writing at least 2 Business Days prior to the Closing Date. Following Closing, any cash received by Seller applicable to post-Effective Time production of Hydrocarbons will be paid to Buyer within 30 days of receipt thereof, and any cash received by Buyer applicable to pre-Effective Time production of Hydrocarbons will be paid to Seller within 30 days after receipt thereof (other than Hydrocarbons for which an adjustment has been made pursuant to Section 2.7(a)(iv)). After Closing, final adjustments to the Base Purchase Price shall only be made pursuant to the Final Settlement Statement to be delivered pursuant to Section 13.1, pursuant to the Title Defect Reduction Amount to be delivered pursuant to Section 4.8, pursuant to the Environmental Defect Reduction Amount to be delivered pursuant to Section 5.6, or as otherwise as expressly provided for in this Agreement.
Adjustments to Base Purchase Price. All amounts paid under this Section 1 are deemed to be adjustments to the Base Purchase Price for Tax purposes.
Adjustments to Base Purchase Price. Upon timely delivery of a notice under Article 7 pursuant to Section 7.1 or 7.2, either by Buyer or by Sellers, Buyer and Sellers shall meet and use their reasonable commercial efforts to agree on the validity of any claims for Title Defects or Additional Interests remaining unresolved as of the Closing and the amount of any Base Purchase Price adjustment using the following criteria:
Adjustments to Base Purchase Price. The Base Purchase Price for the Interests shall be adjusted in the following manner:
(a) As to the Chandeleur Interests, in the same manner and in the same amounts, dollar for dollar, as the purchase price adjustments provided for by the final settlement statement provided for by Section 2.05 of the Manti Agreement; and
(b) As to the Brazos Interests, the Galveston Interests, and the High Island Interests, respectively, the Base Purchase Price shall be, without duplication:
(i) Increased by the following amounts:
(A) The aggregate amount of all non-reimbursed amounts directly attributable to the operation and ownership of the Interests incurred and paid in the ordinary course of business, exclusive of indirect amounts and overhead allocations, during the period from the respective Effective Time to the Closing Date; DALDMS/531389.6
(B) An amount equal to the agreed value of all Oil and gas in storage above the pipeline connection or delivery point, as the case may be;
(C) The amount of any upward adjustment pursuant to Article 6; and
(D) Any other upward adjustment mutually agreed upon by the parties;
(ii) Decreased by the following amounts:
(A) The aggregate amount of proceeds received by Seller from the sale of Oil and gas produced from and attributable to the Interests between the Effective Time and the Closing Date;
(B) The amount of any downward adjustment relating to Title Defects pursuant to Article 6;
(C) Seller's share of estimated ad valorem taxes through the Effective Time; and
(D) The amount of any downward adjustment mutually agreed upon by the parties.
Adjustments to Base Purchase Price. (a) The Base Purchase Price shall be adjusted, in the manner set forth in Section 2.3(b), as follows (without duplication of other amounts for which adjustments of the Base Purchase Price are made pursuant to this Agreement), but (i) in the case of Sections 2.3(a)(iii), 2.3(a)(iv) and 2.3(a)(v), only to the extent identified on or before the date that the final settlement of the Purchase Price is agreed upon or determined pursuant to Section 8.4(c); and (ii) in the case of Section 2.3(a)(vi), only to the extent paid or received on or before the date that the final settlement of the Purchase Price is agreed upon or determined pursuant to Section 8.4(c):
(i) decreased or increased, as appropriate, in accordance with Section 3.8(d) or Section 11.5(b);
(ii) decreased as a consequence of Assets (or any portion thereof) excluded from the transactions contemplated by this Agreement as set forth in Sections 3.7(d), 3.12, 3.13 or 6.1;
(iii) with respect to production, pipeline, storage, processing, or other imbalances or overlifts affecting the Assets, decreased (for amounts owed by Seller or any of its Affiliates to any Third Party as of the Effective Date) or increased (for amounts owed by any Third Party to Seller or any of its Affiliates as of the Effective Date), as applicable, (A) in the case of gaseous Hydrocarbons, on the basis of the NYMEX natural gas front month index price on the Effective Date, multiplied by the amount of imbalance in MMBtu, (B) in the case of liquid Hydrocarbons, on the basis of the NYMEX crude oil front month index price on the Effective Date, multiplied by the amount of the imbalance in barrels; or (C) by an amount agreed to in writing by the Parties;
(iv) increased by the aggregate amount of merchantable Hydrocarbon inventories from the Properties in storage tanks upstream of delivery points to the relevant purchasers on the Effective Date and produced for the account of Seller with respect to the Properties prior to the Effective Date, multiplied by the Contract price therefor, or, if there is no applicable Contract, (A) in the case of gaseous Hydrocarbons, multiplied by the NYMEX natural gas front month index price on the Effective Date, or (B) in the case of liquid Hydrocarbons, multiplied by the NYMEX crude oil front month index price on the Effective Date;
(v) increased by the net amount of all prepaid expenses attributable to the Assets for periods from and after the Effective Date (including prepaid insurance costs, bonuses; ...