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, if such funds are exhausted, directly from each Seller in accordance with their Pro Rata Percentages. Any payments pursuant to this Section 2.05(e) shall be treated by all parties for tax purposes as adjustments to the purchase price.
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Closing Purchase Price Adjustment. If Within five Business Days after the Purchase Price becomes final and binding in accordance with Section 1.7:
(Ai) the Net Working Capital (as finally determined pursuant to this Section 2.05 and as set forth in if 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 Purchase Price (as finally determined pursuant to Section 2.05 1.7) exceeds the Estimated Closing Purchase Price (the amount of such excess, the “Surplus Amount”), then Buyer shall cause Parent to issue to Sellers an aggregate number of Parent Common Units (rounded up) equal to the Surplus Amount divided by the Closing Equity Value; provided, each Seller shall distribute, either directly or through one or more of its Affiliates, such Seller’s portion of such Parent Common Units to the Seller Representative, as the ultimate owner of each Seller, and, for administrative convenience, each Seller, on behalf of itself and as set forth in its Affiliates, hereby directs each of Buyer and Parent to issue such Parent Common Units to which such Seller is entitled hereunder directly to the Seller Representative;
(ii) if the Estimated Closing Purchase Price exceeds the Final Closing StatementPurchase Price (as determined pursuant to Section 1.7) is different than (the estimated amounts set forth in amount of such excess, the Estimated Closing Statement“Shortfall Amount”), then (A) Buyer shall be permitted to instruct Parent, and Parent shall be permitted to redeem for $0, for cancellation, that number of Parent Common Units (rounded up) constituting part of the Equity Holdback Amount in an amount equal to the Shortfall Amount divided by the Closing Purchase Price shall be recalculated using such final figures Equity Value; provided that, if the Shortfall Amount is in lieu excess of the estimated figures thereafter set forth in then-remaining Equity Holdback Amount valued using the Estimated Closing StatementEquity Value, and then, at the amountelection of Buyer, if anyupon notice to the Seller Representative, by which such estimated Closing Purchase Price paid at Closing in accordance with Section 2.02 either (i) exceeds such recalculated final Closing Purchase Price shall be released the Seller Representative shall, within two Business Days of the determination of the Shortfall Amount, deliver to Buyer from the Adjustment Escrow Account in accordance with the provisions an aggregate amount of the Escrow Agreement cash equal to such excess amount to an account designated by Buyer or (ii) is less than such recalculated final Closing Purchase Price Buyer shall be paid permitted to instruct Parent, and Parent shall be permitted to redeem for $0, for cancellation, that number of Parent Common Units (or caused to be paidrounded up) 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 divided 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, if such funds are exhausted, directly from each Seller in accordance with their Pro Rata Percentages. Any payments pursuant to this Section 2.05(e) shall be treated by all parties for tax purposes as adjustments to the purchase priceEquity Value.
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