Final Purchase Price Adjustment Clause Samples

Final Purchase Price Adjustment. The Purchase Price set forth in Paragraph 4 of this Contract is based on a price of $5.00 per Square Foot of land as shown on the ALTA/ACSM Survey described in Section 24(C) and assumes that the Property contains 5.00 usable acres net of street right of way or floodplain. The Final Purchase price at time of Closing shall be based on a price of $5.00 per Square foot times the total square footage of land stated on the Survey referenced in Paragraph 7(a) net of street right of way or floodplain area. The Purchase Price shall be reduced by the total cost estimates obtained by both the Buyer and Seller for the construction of all off lot infrastructure required by the City to allow development of the individual lots. Said estimates shall be mutually acceptable to both the Buyer and Seller on or before March 25, 2002.

Final Purchase Price Adjustment. Each of the Closing Statement of Net Assets, the Closing Statement of Inventories and the Receivables Reserve shall be deemed final for the purposes of this Section 2.07 upon the earliest of (x) the failure of the Purchaser to notify the Seller of a dispute within 30 Business Days of the Seller’s delivery of the Closing Statement of Net Assets to the Purchaser, (y) the resolution of all disputes, pursuant to Section 2.07(b)(ii), by the Seller’s Accountants and the Purchaser’s Accountants and (z) the resolution of all disputes, pursuant to Section 2.07(b)(ii), relating to the Closing Statement of Net Assets the Closing Statement of Inventories or the Receivables Reserve, as applicable, by the Independent Accounting Firm. Within five Business Days of both the Closing Statement of Net Assets and the Closing Statement of Inventories being deemed final, the Seller’s Accountants shall, with the agreement of the Purchaser’s Accountants, calculate the Final Net Working Capital Balance and the Purchase Price shall be finally adjusted as follows: (A) In the event that the Final Net Working Capital Balance is less than the Adjusted Target NWCB, then the Purchaser shall deliver written notice to the Escrow Agent and the Seller specifying the amount of such shortfall and the Escrow Agent shall, within three Business Days of its receipt of such notice and in accordance with the terms of the Escrow Agreement, pay to the Purchaser the amount of such shortfall out of the Escrow Fund by wire transfer in immediately available funds. In the event that the Escrow Fund is insufficient to cover the amount of such shortfall, then the Escrow Agent shall distribute the entire Escrow Fund to the Purchaser as provided above and the Seller or Audiovox, on behalf of the Seller, shall pay, on or prior to the same date as the Escrow Agent distributes the Escrow Fund to the Purchaser, an amount to the Purchaser, by wire transfer in immediately available funds, equal to the amount of such deficiency. No failure of the Purchaser to deliver a notice of the type specified in the immediately preceding sentence shall relieve the Seller of the obligation to pay the amount of such deficiency to the Purchaser. (B) In the event that the Final Net Working Capital Balance exceeds the Adjusted Target NWCB, then the Purchaser shall pay within three Business Days of the Final Net Working Capital Balance being calculated by the Seller’s Accountants, with the agreement of the Purchaser’s Accountants, the ...

Final Purchase Price Adjustment. All indemnification payments made under this ARTICLE IX shall be deemed to be an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law.

Final Purchase Price Adjustment. The Purchase Price shall be adjusted following the Closing based on the difference between the Final Closing Date Purchase Price (as determined in accordance with this Section 1.7) and the Estimated Purchase Price, and payment shall be made in respect of any such post-Closing adjustment as set forth in Section 1.7(f).

Final Purchase Price Adjustment. (a) Within 75 days after the Closing Date, Buyer or its designee shall prepare and deliver to Seller a statement setting forth Buyer’s calculation of the (i) Cash Amount, (ii) Financial Indebtedness Amount, (iii) Accrued Taxes Amount, (iv) Transaction Expenses Amount, (v) Working Capital and (vi) Working Capital Surplus, if any, or Working Capital Deficit, if any, in the case of (i), (v) and (vi), as of 11:59 p.m. Eastern Time on the day immediately prior to the Closing Date, and in the case of (ii), (iii) and (iv), as of immediately prior to the Closing, and, except for the Transaction Expenses Amount, without giving effect to the Contemplated Transactions, based on such calculations, the final Closing Cash Payment (the “Buyer Closing Statement”), together with reasonable supporting detail used to calculate the figures included in the Buyer Closing Statement. The calculations included in the Buyer Closing Statement shall be calculated in accordance with the Applicable Accounting Principles. (b) If Seller has any objections to the Buyer Closing Statement, then Seller shall deliver to Buyer a written statement (the “Objections Statement”) setting forth in reasonable detail the nature and amount of Seller’s disputes within 45 days after receipt by Seller of the Buyer Closing Statement. Seller shall be deemed to have agreed with all items and amounts of the Working Capital, Financial Indebtedness Amount, Cash Amount, Accrued Taxes Amount and/or the Transaction Expenses Amount not specifically referenced in the Objections Statement, and such items and amounts shall not be subject to review in accordance with Section 2.7(c) hereof. Any Objections Statement may reference only disagreements based on mathematical errors or based on amounts of the Working Capital (including any applicable Working Capital Deficit or Working Capital Surplus), Financial Indebtedness Amount, Cash Amount, Accrued Taxes Amount and/or the Transaction Expenses Amount as reflected on the Buyer Closing Statement not being calculated in accordance with this Agreement. If Seller fails to deliver an Objections Statement within such 45-day period, then the Buyer Closing Statement shall become final and binding on all Parties. (c) If Seller delivers an Objections Statement within such 45-day period, then Seller and Buyer shall use commercially reasonable efforts to resolve any such disputes, and any disputed items resolved in writing between Seller and Buyer shall be final and binding with respec...

Final Purchase Price Adjustment. Following the Closing, the parties shall adjust the Purchase Price as follows (the “Final Purchase Price Adjustment”): (a) Not more than 75 days after the Closing Date, Sellers shall deliver to Buyers the following: (i) balance sheets of Sellers in respect of the Facilities as of the Closing Date (the “Closing Balance Sheets”); (ii) a copy of Sellers’ trial balances in respect of the Facilities as of the Closing Date; and (iii) schedules setting forth in reasonable detail Buyers’ calculation of (A) each of the Purchase Price Adjustments and (B) the Purchase Price (collectively, the “Closing Statement”); and (b) Sellers covenant and agree that the Closing Balance Sheets shall be prepared in accordance with GAAP, applied on a basis consistent with the Reference Balance Sheets, except as modified in the last sentence of this Section 2.8(b). The Closing Balance Sheets shall set forth the calculation of Net Working Capital as of the Closing Date. For purposes of the Final Purchase Price Adjustment, the Final Net Working Capital shall be determined based on the Closing Balance Sheet, except that (i) Paid Time Off will be adjusted to eliminate any such obligations in respect of Sellers’ employees who are not offered employment or who do not accept offers of employment by Buyers as of the Closing and (ii) the Value of Pharmacy Inventory will reflect the physical inventory conducted pursuant to Section 2.11.

Final Purchase Price Adjustment. Following the time that the Adjusted Purchase Price are finally determined pursuant to this Section 1.3 (such finally determined amounts, the “Final Purchase Price”), within five (5) Business Days after the Final Purchase Price is determined pursuant to this Section 1.3, Seller shall, pay to Purchaser by wire transfer of immediately available funds to an account designated in writing by Purchaser, an amount equal to the sum of Purchase Price less the Final Purchase Price if the Purchase Price is greater than the Final Purchase Price, and Purchaser shall pay to Seller by wire transfer of immediately available funds to an account designated in writing by Seller, an amount equal to the sum of Final Purchase Price less the Purchase Price if the Final Purchase Price is greater than the Purchase Price. Upon payment of the amounts provided in Section 1.3(c)(ii) in accordance herewith, none of the Parties may make or assert any claim under this Section 1.3. The payment pursuant to this Section 1.3(d) shall be made in Japanese Yen (JPY) using the Telegraphic Transfer Middle Rate (TTM) per The Bank of Tokyo-Mitsubishi UFJ as of the date of such payment.

Final Purchase Price Adjustment. The Buyer will prepare and deliver to the Seller, as soon as is reasonably practicable, but in any event within forty-five (45) days after the Effective Date, a proposed Final Effective Date Balance Sheet. Such Final Effective Date Balance Sheet shall also include the Buyer's calculation of the Final Adjustment Amount which shall be the amount consisting of the sum of the following:

Final Purchase Price Adjustment. After the Closing, the Seller shall prepare the Final Adjustment Statement and the Parties shall determine the Final Transferred Working Capital, the Final Transferred Cash, the Final Transferred Indebtedness and the Final Transferred Plan Liability in accordance with Section 2.5. If, pursuant to the Final Adjustment Statement: (a) the Final Adjustment Amount is a negative number, the Seller shall pay the absolute value of the Final Adjustment Amount to the Buyer within five (5) Business Days after and excluding the day on which the Final Adjustment Amount has been agreed or determined in accordance with Section 2.5, by wire transfer of immediately available funds pursuant to written instructions delivered by the Buyer to the Seller in writing not less than three (3) Business Days prior to the expiration of the before-mentioned five (5) Business Day period; and