Adjustments to the Closing Payment. The Closing Payment shall be adjusted as of the Closing as follows: (i) The Closing Payment shall be increased dollar for dollar for the amount of the cash balances and cash equivalents (including bank accounts and certificates of deposit), if any, of the Company as of the Closing Date, as reflected on the Closing Balance Sheet, provided, however, cash and cash equivalents shall exclude cash held by the Company as deposits (which are reflected on the Closing Balance Sheet as liabilities) from other third parties and any cash held by the Company relating to an overpayment to the Company by a Governmental Entity under that certain Contract with USPFO for South Carolina. (ii) The Closing Payment shall be decreased dollar for dollar for the amount of any liabilities other than Permitted Liabilities (as defined herein) as reflected on the Closing Balance Sheet. The term “Permitted Liabilities” means the following:
Appears in 2 contracts
Sources: Stock Purchase Agreement (Digital Angel Corp), Stock Purchase Agreement (Applied Digital Solutions Inc)