Closing Purchase Price Adjustment Sample Clauses
The Closing Purchase Price Adjustment clause defines how the final purchase price of a transaction is recalculated at closing to reflect changes in certain financial metrics, such as working capital, cash, debt, or inventory, between the signing date and the closing date. Typically, the parties agree on target amounts for these metrics, and any deviation at closing results in an upward or downward adjustment to the purchase price. This mechanism ensures that the buyer pays a fair price based on the actual financial condition of the business at closing, thereby protecting both parties from unexpected fluctuations and aligning the final price with the agreed economic intent.
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Closing Purchase Price Adjustment. The Purchase Price is subject to adjustment after the Closing Date as follows:
(a) The Purchaser shall prepare and deliver to the Vendor, as soon as reasonably practicable and, in any event, within 90 calendar days after the Closing Date: (i) a statement (the "Working Capital Statement") setting forth (i) the Closing Working Capital prepared in accordance with IFRS, applied consistently and on a basis consistent with the Audited Financial Statements including without limitation inclusions and exclusions of items reflected therein, and a statement (the "Adjustment Amount Statement") setting forth the calculation of the Working Capital Adjustment Amount and the Triggered Tax Adjustment Amount, it being understood that the each of the Working Capital Adjustment Amount and the Triggered Tax Adjustment Amount may be a positive or negative number. The Purchaser shall provide, or cause to be provided to the Vendor, copies of all working papers resulting from, or used in connection with, the preparation of the Purchase Price Adjustment Documents at the same time as it delivers the Purchase Price Adjustment Documents.
(b) On or prior to the twentieth Business Day after the Vendor's receipt of the Purchase Price Adjustment Documents (such 20 Business Day period, the "Objection Period"), the Vendor may give the Purchaser a written notice (the "Objection Notice") stating in reasonable detail the Vendor's objections, if any, to the Purchase Price Adjustment Documents. Any Objection Notice shall specify in reasonable detail the dollar amount and nature of any objection and the basis therefor. Except to the extent that the Vendor makes a specific objection to a specific determination set forth on a Purchase Price Adjustment Document pursuant to an Objection Notice delivered to the Purchaser within the Objection Period, the Purchase Price Adjustment Documents will be conclusive and binding upon the Parties for purposes of determining the adjustment in Section 2.6(d).
(c) If the Vendor delivers an Objection Notice within the Objection Period, then the Purchaser and the Vendor will negotiate in good faith to resolve their disputes regarding the Purchase Price Adjustment Documents. If the Purchaser and the Vendor are unable to resolve all disputes regarding the Purchase Price Adjustment Documents on or prior to the tenth day after the Purchaser's receipt of the Objection Notice, the Vendor and the Purchaser will promptly agree upon and retain a reputable, international accou...
Closing Purchase Price Adjustment. (a) Unless the parties shall have previously mutually agreed in writing that any portions of the estimated Closing Amounts are to be considered the Final Closing Amounts (as defined below) for purposes hereof (which agreement shall be irrevocable), or with respect to the Final Closing Amount for Used Vehicles which will be irrevocably finalized by the parties no later than five (5) days after the Closing, then, as promptly as practicable, and in any event within forty-five (45) days after the Closing Date (except the Final Closing Amounts for Used Vehicles), the Purchaser shall prepare and deliver to the Seller Parties a statement (the “Revised Closing Statement”) setting forth the Purchaser’s good faith calculation of the Closing Amounts (including all of the components thereof set forth in the definition thereof), together with such schedules and data with respect to the determination thereof as are appropriate to support the calculations set forth in the Revised Closing Statement. The Revised Closing Statement shall be prepared in accordance with the terms of this Agreement and the Purchase Price Calculation/Accounting Principles. The parties agree that the purpose of preparing the Revised Closing Statement and determining the Final Closing Amounts (and all components thereof) and the related adjustments contemplated by this Section 2.07 is to measure the amount of the Final Closing Amounts (and all components thereof) in accordance with the terms of this Agreement and the Purchase Price Calculation/Accounting Principles, and such process is not intended to permit the introduction of different accounting methods, policies, principles, practices, procedures, judgments, classifications or estimation methodologies for the purpose of determining the Final Closing Amounts (and all components thereof) other than those set forth in the Purchase Price Calculation/Accounting Principles. Following the delivery of the Revised Closing Statement, the Purchaser shall provide the Seller Parties and their Representatives with reasonable access to the Transferred Records, work papers and other documents that were used in the preparation of, or otherwise relate to, the Revised Closing Statement, internal and external accountants, relevant personnel and properties of the Purchaser and its Subsidiaries, to permit the Seller Parties and their Representatives to review the Revised Closing Statement and the Purchaser’s calculation of the Closing Amount (and all components the...
Closing Purchase Price Adjustment. No later than three (3) Business Days, but not more than five (5) Business Days, before the Closing Date, Parent shall prepare and deliver to Buyer a statement (the “Estimated Closing Statement”) setting forth its good faith estimate of the Net Working Capital (the “Estimated Working Capital”), Cash (the “Estimated Cash”), Indebtedness (the “Estimated Indebtedness”), and the Net Intercompany Receivable or Net Intercompany Payable, as applicable (the “Estimated Net Intercompany Receivable” and “Estimated Net Intercompany Payable”), respectively) in each case as of the Reference Time, and the resulting calculation of the Closing Payment, which statement shall be prepared in accordance with Exhibit C to the Original Agreement. If the Estimated Working Capital exceeds the Target Working Capital, such excess shall be called the “Estimated Working Capital Excess.” If the Estimated Working Capital is less than the Target Working Capital, such deficit shall be called the “Estimated Working Capital Deficit.” Following delivery of the Estimated Closing Statement, Parent shall consult in good faith with Buyer regarding the amounts and calculations therein, provide Buyer and its Representatives with reasonable supporting documentation for the calculations included therein, and consider in good faith any comments or modifications from Buyer with respect to such amounts and calculations; provided, that, for the avoidance of doubt, the Estimated Closing Statement as referred to in this Agreement shall refer to the statement delivered pursuant to this Section 2.04 as modified to reflect such comments or modifications from Buyer accepted by Parent (acting in good faith).
Closing Purchase Price Adjustment. In the event that the value of the Shares following the Closing Date is less than $3.75 million, then and in that event, the Post Closing Purchase Price Adjustment will be triggered. If the Post Closing Purchase Price Adjustment is triggered, during each calendar month after Closing and until the Asset Sale is Closed, Innofone shall promptly deliver additional shares of its common stock such that Semotus shall have an aggregate number of shares of Innofone common stock with an aggregate market value as of the date of payment of no less than Three Million Seven Hundred Fifty Thousand and 00/100 Dollars ($3,750,000) (“Post-Closing Purchase Price Adjustment”). Failure to deliver additional shares within 5 business days after month end will result in termination of “Asset Sale” agreement.
Closing Purchase Price Adjustment. Subject to the resolution of all disputes, if any, regarding the final Closing Date Balance Sheet and Post-Closing Adjustment in accordance with Section 2.4(b) above, the Estimated Purchase Price paid on the Closing Date shall be adjusted on a dollar-for-dollar basis to the extent that the Final Closing Purchase Price is less than or greater than the Estimated Purchase Price (the amount of such difference being referred to as the “Purchase Price Adjustment”). If the Final Closing Purchase Price minus the Estimated Purchase Price is a number less than $0, then the Purchase Price Adjustment shall decrease the Aggregate Purchase Price by such amount, and Seller shall, within five (5) Business Days after the date on which the Final Closing Purchase Price is determined to be final pursuant to Section 2.4(b) above, pay such amount to Buyer by wire of immediately available funds (for clarity, from separate funds and not the Escrow Funds) to bank accounts designated by Buyer. If the Final Closing Purchase Price minus the Estimated Purchase Price is a number greater than $0, then the Purchase Price Adjustment shall increase the Aggregate Purchase Price by such amount, and the Buyer shall, within five (5) Business Days after the date on which the Final Closing Purchase Price is determined to be final pursuant to Section 2.4(b) above, pay such amount to Seller by wire of immediately available funds to bank accounts designated by Seller.
Closing Purchase Price Adjustment. The closing ("Closing") of the sale and purchase of the Shares contemplated hereby shall take place at the offices of the legal counsel for Buyer's lead lender described in the Financing Letters (as defined in Section 4.5) in New York, New York, at 10:00 a.m. local time on December 29, 1995 or, if later, the date that is five business days following notice from Buyer to Seller of the anticipated satisfaction of the condition set forth in Section 7.7, or on such other date and such other place as the parties may agree, but in any event not later than January 31, 1996 ("Termination Date"); provided, however, in the event that any of the conditions set forth in Sections 6.4, 6.5, 7.4 and 7.5 shall not have been met or waived in writing by the Termination Date, such date shall be extended to the first to occur of (i) the satisfaction or written waiver of all such conditions or (ii) March 15, 1996. The day of Closing is referred to hereinafter as the "Closing Date."
Closing Purchase Price Adjustment. 3 Section 1.6
Closing Purchase Price Adjustment. If the Post-Closing Purchase Price Adjustment is less than zero, then Purchaser must deliver, within five days after final determination of the Post-Closing Purchase Price Adjustment, a substitute promissory note (the "Lesser Note") for the Note with a principal amount equal to the $5,000,000 LESS the amount of the Post-Closing Purchase Price Adjustment LESS an amount equal to (i) 6%, divided by (ii) 365, multiplied by (iii) the number of days between the Closing Date and the date of delivery of the Lesser Note, and multiplied by (iv) the Post-Closing Purchase Price Adjustment. Upon delivery of the Lesser Note, Seller must immediately ▇▇▇▇ the Note "Cancelled" and promptly deliver the cancelled Note to Purchaser.
Closing Purchase Price Adjustment. The resolution by the certified public accountants of any dispute concerning the Post-Closing Purchase Price Adjustment shall be final, binding and conclusive upon the parties and shall be the parties' sole and exclusive remedy regarding any dispute concerning the Post-Closing Purchase Price Adjustment
Closing Purchase Price Adjustment. If (A) the Net Working Capital (as finally determined pursuant to this Section 2.05 and as set forth in the Final Closing Balance Sheet and the Final Closing Statement) differs from the Estimated Net Working Capital Adjustment by more than CAD$50,000 or (B) the Closing Debt Amount, the Seller Transaction Expenses, or the Cash Adjustment Amount (as finally determined pursuant to Section 2.05 and as set forth in the Final Closing Statement) is different than the estimated amounts set forth in the Estimated Closing Statement, then the Closing Purchase Price shall be recalculated using such final figures in lieu of the estimated figures thereafter set forth in the Estimated Closing Statement, and the amount, if any, by which such estimated Closing Purchase Price paid at Closing in accordance with Section 2.02 (i) exceeds such recalculated final Closing Purchase Price shall be released to Buyer from the Adjustment Escrow Account in accordance with the provisions of the Escrow Agreement or (ii) is less than such recalculated final Closing Purchase Price shall be paid (or caused to be paid) by Buyer to the Sellers’ Representative by wire transfer in immediately available funds. To the extent the amount of any payment required pursuant to clause (i) of the preceding sentence exceeds the Adjustment Escrow Amount pursuant to this Section 2.05(e), each Seller will pay (or caused to be paid) to the Acquired Companies an amount equal to such Seller’s Pro Rata Percentage of such excess amount by wire transfer in immediately available funds. To the extent that such recalculated final Closing Purchase Price results from an excess of the Closing Debt Amount as compared with the estimate thereof set forth in the Estimated Closing Statement, Buyer shall pay to each Person entitled to receive a portion of such excess as represented by the Sellers' Representative, in a written certificate delivered by the Seller’s Representative to Buyer (which certificate shall specify the amount payable to, and the payment instructions for, each such Person), the amount payable to such Person; provided, that such payments in respect of such excess shall in the aggregate not exceed the additional amount deducted from the final recalculated Closing Purchase Price resulting from the recalculated Closing Debt Amount. Any portion of the Accounting Firm’s fees and any expenses payable hereunder by the Sellers shall also be released from the Adjustment Escrow Account to the extent then available or...