Indebtedness Adjustment Sample Clauses
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Indebtedness Adjustment. No less than three (3) Business Days prior to the Closing Date, Shareholders shall deliver to Buyer a schedule setting forth an estimate of the Company's Indebtedness as of the Closing Date prepared in accordance with GAAP (the "Estimated Indebtedness Schedule"). If the aggregate amount of Indebtedness of the Company as of the Closing Date is greater than Three Hundred Thirty Thousand Dollars ($330,000), the Purchase Price shall be reduced by the amount of such difference (the "Debt Increase Amount"). If the aggregate amount of Indebtedness of the Company as of the Closing Date is less than Three Hundred Thirty Thousand Dollars ($330,000), the Purchase Price shall be increased by the amount of such difference (the "Debt Decrease Amount"). Any such adjustment to the Purchase Price, as determined pursuant to the Estimated Indebtedness Schedule, shall increase or decrease the Cash Payment. Within thirty (30) days after the Closing Date, Shareholders shall deliver to Buyer a schedule which sets forth the Company's actual Indebtedness as of the Closing Date, prepared in accordance with GAAP (the "Final Indebtedness Schedule"). To the extent the aggregate Indebtedness disclosed in the Final Indebtedness Schedule is greater than Three Hundred Thirty Thousand ($330,000), the Shareholders shall pay Buyer the amount of such difference less the Debt Increase Amount, if any, within five (5) Business Days of the delivery of the Final Indebtedness Schedule. To the extent the aggregate Indebtedness disclosed in the Final Indebtedness Schedule is less than Three Hundred Thirty Thousand ($330,000), Buyer shall pay the Shareholders the amount of such difference less the Debt Decrease Amount, if any, within five (5) Business Days of the delivery of the Final Indebtedness Schedule.
Indebtedness Adjustment. On the Closing Date, the Purchase Price ----------------------- shall be decreased, on a dollar-for-dollar basis, by the amount of the Companies' Indebtedness outstanding on the Closing Date.
Indebtedness Adjustment. The Purchase Price shall be reduced, dollar for dollar, by the outstanding principal amount of any Adjustment Indebtedness on the Closing Date (the “Indebtedness Adjustment”).
Indebtedness Adjustment. An amount in cash equal to the aggregate amount of any Indebtedness of the Company as of immediately prior to the Effective Time, less
Indebtedness Adjustment. 9 (c) Net Current Asset Adjustment for NCL Purchase Price................................... 9 (d) Net Current Asset Adjustment for NLEC Purchase Price................................... 12 2.4 Payment Terms for Consideration for Good Accounts Receivable, Good New Inventory and Spare Parts of NLEC............................................. 15 ARTICLE 3
Indebtedness Adjustment. (a) If the aggregate Indebtedness of the Company and its Subsidiaries (other than IWP Systems and the Inactive Subsidiaries) outstanding as of the open of business on the Closing Date (the “Closing Indebtedness”), is greater than $14,411,215 (the “Target Indebtedness”), as set forth in clause (i)(B) of Section 2.3, the Cash Consideration shall be reduced by an amount equal to such difference.
(b) If the Closing Indebtedness is less than the Target Indebtedness, as set forth in clause (i)(C) of Section 2.3, the Cash Consideration shall be increased by an amount equal to such difference.
Indebtedness Adjustment. The Merger Consideration shall be further decreased by the aggregate amount of the Company's outstanding long-term indebtedness as of the Closing Date (but without regard for any liabilities arising on the Closing Date but after the Effective Time), accrued interest, fees and expenses thereon as of the Closing Date, and the amount of any prepayment penalty or premium payable with respect to such debt if it were repaid in full as of the Effective Time (the "Indebtedness"). The Parent shall pay at Closing an amount of cash equal to the Indebtedness (which is then being deducted from the Merger Consideration pursuant to this Section 3.3(b)) to the Company's lenders in satisfaction of such Indebtedness.
Indebtedness Adjustment. If the amount of Actual Closing Indebtedness as reflected on the final Closing Statement is greater than the Estimated Closing Indebtedness, the Sellers shall pay to Buyer an amount equal to such excess, with each Seller being required to pay its Pro Rata Share of amounts owing pursuant to this Section 1.2(b)(iv)(A). If the amount of Actual Closing Indebtedness as reflected on the final Closing Statement is less than the Estimated Closing Indebtedness, Buyer shall pay to the Seller Representative, for delivery to the Sellers, an aggregate amount equal to such shortfall.
Indebtedness Adjustment. If the Indebtedness, as finally determined pursuant to this Article III, is greater than the Estimated Indebtedness, the Purchase Price shall be reduced dollar-for-dollar by the amount of such difference. If the Indebtedness, as finally determined pursuant to this Article III, is less than the Estimated Indebtedness the Purchase Price shall be increased dollar-for-dollar by the amount of such difference.
Indebtedness Adjustment. After the final determination of the Actual Indebtedness in accordance with this Section 2.4, the Closing Consideration shall be adjusted as follows:
(i) If the Actual Indebtedness is greater than the Estimated Indebtedness reflected on the Estimated Closing Balance Sheet (the amount of such shortfall being referred to herein as the “Additional Indebtedness”), then, within five (5) Business Days following the Final Determination Date, the Closing Consideration shall be decreased dollar-for-dollar by the amount of the Additional Indebtedness and the Stockholders’ Representative shall pay, or cause to be paid, to the Buyer an aggregate amount equal to (A) the Additional Indebtedness, minus (B) any payments of Undisputed Indebtedness and interest accrued thereon, if any, made by the Stockholders’ Representative pursuant to Section 2.4(c), plus (C) any payments of Undisputed Indebtedness and interest accrued thereon, if any, made by the Buyer pursuant to Section 2.4(c). Any amount payable by the Stockholders’ Representative pursuant to this Section 2.4(e) shall first be paid out of the Working Capital Escrow Amount in accordance with the terms of the Escrow Agreement.