Post-Closing Adjustment of Purchase Price Clause Samples
POPULAR SAMPLE Copied 2 times
Post-Closing Adjustment of Purchase Price. There shall be a post-closing adjustment to the Purchase Price (such adjustment, the “Post Closing Adjustment”) The Post-Closing Adjustment shall be payable by either (x) Buyer and Company or (y) Seller (as applicable) and shall be determined, without duplication, by adding:
(a) the sum of unpaid liabilities existing on the Closing Date to trade vendors which the Company will be required to pay on the first periodic payment date applicable to such trade vendor relationship occurring after the Closing Date, with each of such liabilities to be reduced pro rata to account for the period of time within the applicable billing period that the Interests were owned by Buyer; plus
(b) the sum of current employee expenses for days worked through the Closing Date to the extent unpaid by Company prior to the Closing Date or Seller (or any of Seller’s Affiliates) after the Closing Date; plus
(c) to the extent lease payments are made in arrears, the sum of all lease payments due and payable on the next scheduled payment date under the applicable lease, with each of such payments to be reduced pro rata to account for the period of time within the applicable lease period that the Interests were owned by Buyer; plus
(d) the sum of all liabilities to counterparties existing on the Closing Date with respect to moneys provided to Company by customers for transfer to such counterparties to the extent such moneys are actually timely paid to such counterparties; minus
(e) the sum of all amounts paid in advance by Seller or any of Seller’s Affiliates to trade vendors, with each of such amounts to be reduced pro rata to account for the portion of time that the Interests were owned by Seller; minus
(f) the sum of all credits due from counterparties to which the Company has forwarded payments on behalf of its customers; minus
(g) to the extent lease payments are made in advance of the Closing Date for rental periods ending after the Closing Date, the sum of all such amounts paid in advance for the rental periods ending after the Closing Date, with each of such payments to be reduced pro rata to account for the period of time that the Interests were owned by Seller.
Post-Closing Adjustment of Purchase Price. Subject to the last sentence of this paragraph, after the Closing Date, the Purchase Price set forth in Section 2(B) shall be adjusted as follows: (i) if the Final Net Worth of the Company as finally determined pursuant to Section 2(E) shall be more than the Guaranteed Net Worth, then the Cash Payment shall be increased by the amount of such excess and (ii) if the Final Net Worth of the Company as finally determined pursuant to Section 2(E) shall be less than the Guaranteed Net Worth, then the Cash Payment shall be decreased by the amount of such shortfall. In the event that the Final Net Worth is more than the Guaranteed Net Worth, the Buyer shall within 15 days pay such amount of cash to the Sellers. In the event that the Final Net Worth is less than the Guaranteed Net Worth, the Sellers shall within 15 days refund such amount of cash to Buyer. Notwithstanding the foregoing, any downward adjustment proposed to be made to the Final Net Worth arising from facts that should have been, but were not, reflected in the Company Financial Statements shall be subject to and shall count against the Threshold Amount set forth in Section 7B(iv) hereof.
Post-Closing Adjustment of Purchase Price. At the Closing, the Purchaser shall deliver to the Escrow Agent by wire transfer of immediately available funds to the account(s) designated therefor in the Escrow Agreement, in accordance with the terms of the Escrow Agreement and Section 2.11, the Escrow Amount. The Purchase Price shall be subject to adjustment as specified in this Section 2.10 as follows:
Post-Closing Adjustment of Purchase Price. The Purchase Price shall be subject to adjustment after the Closing as specified in this Section 2.06:
Post-Closing Adjustment of Purchase Price. (a) As soon as practicable but within 15 days after the completion of the external audit of the Buyer’s (or any successor’s) financial statements for the year ended December 31, 2020 (but in no event later than April 30, 2021), the Buyer shall prepare, or cause to be prepared, and deliver to the Seller Representative a written statement (the “Final Closing Statement”) that shall include and set forth (i) a consolidated balance sheet of the Enhanced Entities as of immediately prior to the Closing (the “Closing Balance Sheet”) and a consolidated income statement of each of the Companies for the year ended December 31, 2020 (the “Year End Income Statement”) and (ii) a good faith calculation of the actual (A) EBITDA (the “Final EBITDA”), (B) Payoff Indebtedness (the “Closing Payoff Indebtedness”), (C) Cash (the “Final Cash”), and (D) Transaction Expenses (the “Closing Transaction Expenses”) (with each of Closing Payoff Indebtedness and Closing Transaction Expenses determined as of immediately prior to the Closing, Final Cash shall be determined as of December 31, 2020 and Final EBITDA shall be determined for the year ended December 31, 2020, in each case (except for Closing Transaction Expenses and Unpaid Taxes (included in Payoff Indebtedness)), without giving effect to the transactions contemplated by this Agreement or the Ancillary Agreements), together with, in each case, reasonably detailed supporting information containing the components thereof. Final EBITDA, Closing Payoff Indebtedness, Final Cash and Closing Transaction Expenses shall be calculated in accordance with the definitions thereof and GAAP, which shall (x) not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated by this Agreement or the Ancillary Agreements, (y) be based on facts and circumstances as they exist on the Closing Date and (z) exclude the effect of any, decision or event occurring on or after the Closing Date. In furtherance of the foregoing, the parties acknowledge and agree that GAAP is not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies that are not, in each case, specifically set forth therein. If the Buyer fails to timely deliver any of the Final Closing Statement and the calculations set forth therein in accordance with the f...
Post-Closing Adjustment of Purchase Price. The Purchase Price shall be subject to adjustment after the Closing as specified in this Section 2.4:
(a) As promptly as practicable, but in any event within ninety (90) calendar days following the Closing Date, Seller shall deliver to Buyer (i) the Final Balance Sheet (the cost of preparing such balance sheet to be borne equally between Seller and Buyer) and (ii) the Final Statement of Working Capital. Seller shall make reasonably available to Buyer all books and records used in connection with the preparation of the Final Balance Sheet and the Final Statement of Working Capital and Seller’s and Seller’s Independent Accountants’ work papers thereon, if any. Buyer shall make reasonably available to Seller and its Representatives all books and records of Company and Company Subsidiaries as reasonably required by Seller in connection with Seller’s preparation of the Final Balance Sheet and Final Statement of Working Capital.
(b) The Final Statement of Working Capital delivered by Seller to Buyer shall be deemed to be and shall be final, binding and conclusive on the parties hereto; provided, however, that Buyer may dispute any amounts reflected on the Final Statement of Working Capital, but only on the basis that the amounts reflected on the Final Statement of Working Capital were not determined in accordance with GAAP applied on a basis consistent with the preparation of Company’s financial statements for the year ended December 31, 2005; provided further, however, that Buyer shall have notified Seller in writing of each disputed item (the “Dispute Notice”), specifying the amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within thirty-five (35) Business Days of Buyer’s receipt of the Final Statement of Working Capital (the “Final Adjustment Date”). In the event of such a dispute, Seller and Buyer shall attempt to reconcile their differences in good faith. If Seller and Buyer are unable to reach a resolution to each disputed item within ten (10) Business Days after receipt by Seller of the Dispute Notice, Seller’s Independent Accountants and Buyer’s Independent Accountants shall attempt to reconcile their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties hereto. If Seller’s Independent Accountants and Buyer’s Independent Accountants are unable to reach a resolution as to all disputed amounts within ten (10) Business Days after referral of the ...
Post-Closing Adjustment of Purchase Price. After the Closing Date, ----------------------------------------- the Purchase Price set forth in Section 2.03 shall be adjusted as follows: (i) if the Final Net Worth of JCR as finally determined pursuant to Section 2.07 shall be more than the Guaranteed Net Worth, then (a) the Parent Shares shall be increased by an amount equal to fifty percent (50%) of the amount of such excess, (b) the Cash Payment shall be increased by an amount equal to forty percent (40%) of the amount of such excess, and (c) the principal amount of the Note shall be increased by an amount equal to ten percent (10%) of the amount of such excess, and (ii) if the Final Net Worth of JCR as finally determined pursuant to Section 2.07 shall be less than the Guaranteed Net Worth, then (a) the Parent Shares shall be reduced by an amount equal to fifty percent (50%) of the amount of such shortfall, (b) the Cash Payment shall be reduced by an amount equal to forty percent (40%) of the amount of such shortfall, and (c) the principal amount of the Note shall be reduced by an amount equal to ten percent (10%) of the amount of such shortfall. In the event that the Parent Shares should be reduced pursuant to (ii) above, the Shareholder shall immediately return the aggregate number of Parent Shares to the Parent as will constitute the value of the reduction. In the event that the Cash Payment should be reduced pursuant to (ii) above, the Shareholder shall immediately refund such amount of cash to LRA-CA. In the event that any principal payments on the Note are made by LRA-CA prior to the determination of the final principal balance as a result of the determination of the Final Net Worth, then the amount of any such principal payments shall reduce the amount of the principal balance of the revised Note. In addition, the Note executed and delivered by LRA-CA to the Shareholder at the Closing shall be promptly returned to LRA-CA marked "CANCELLED" upon LRA-CA's delivery of the revised Note to the Shareholder upon determination of the Final Net Worth.
Post-Closing Adjustment of Purchase Price. (a) As promptly as practicable, but in no event later than sixty (60) days following the Closing Date, Buyer shall deliver to Seller a statement setting forth Buyer’s calculation of (i) the Closing Cash, (ii) the Closing Indebtedness, (iii) the Closing Transaction Expenses, (iv) the Net Working Capital Adjustment, and (v) the Purchase Price resulting therefrom (collectively, the “Proposed Closing Statement”). The Proposed Closing Statement will be prepared in accordance with the Accounting Rules.
(b) Seller shall have a period of thirty (30) days after receipt of the Proposed Closing Statement to review it (the “Review Period”) and to notify Buyer of any disputes regarding the Proposed Closing Statement or the calculation of Closing Cash, Closing Indebtedness, Closing Transaction Expenses or Closing Net Working Capital. During the Review Period, Seller, ▇▇▇▇▇▇’s accountants, and ▇▇▇▇▇▇’s counsel shall have access to the Group’s books and, work papers and to the persons who prepared the Proposed Closing Statement, in accordance with customary protocols regarding such access.
(c) If Seller approves in writing of ▇▇▇▇▇'s determination of the Closing Cash, Closing Indebtedness, Transaction Expenses and Closing Net Working Capital as set forth on the Proposed Closing Statement, or if Seller fails to deliver an Objection Notice, as provided below, then ▇▇▇▇▇'s determinations as indicated in the Proposed Closing Statement will become binding on all Parties to this Agreement.
(d) If Seller disagrees with the computation of the Closing Cash, the Closing Indebtedness, Transaction Expenses or Closing Net Working Capital as reflected on the Proposed Closing Statement, Seller shall deliver a written notice ("Objection Notice") to Buyer, within the Review Period, setting forth Seller’s calculation of such items and the basis, with reasonable specificity, for the differences identified by Seller. ▇▇▇▇▇ and ▇▇▇▇▇▇ will negotiate in good faith in an effort to resolve those disputes. If the Parties are unable to resolve any dispute within thirty (30) days after Seller delivers the Objection Notice, then Buyer and Seller will jointly retain a nationally recognized independent certified public accounting firm that is mutually acceptable to Buyer and Seller (the “Independent Accounting Firm”), acting as arbitrators and experts and not as auditors, to resolve the amounts still in dispute (the “Disputed Amounts”). The Parties shall make readily available to the Independent Accou...
Post-Closing Adjustment of Purchase Price. (a) If the Closing Net Working Capital (as finally determined pursuant to Section 3.01) is less than $300,000 then Seller shall (i) pay to Buyer the difference between $300,000 and the Closing Net Working Capital and (ii) reimburse Buyer for any Initial Excess Working Capital Payments made to Seller pursuant to Section 3.01(b) above.
(b) If the Closing Net Working Capital (as finally determined pursuant to Section 3.01) is greater than the $300,000, then Buyer shall pay to Seller the difference between the Closing Net Working Capital and $300,000 less any Initial Excess Working Capital Payments made to Seller pursuant to Section 3.01(b) above.
(c) Any payment pursuant to this Section 3.02 shall be made within ten (10) days after Closing Net Working Capital has finally been determined pursuant to Section 3.01 above. If any payment due from Seller to Buyer pursuant to this Article III is not paid when due under this Agreement, Buyer shall be entitled, in its sole discretion, to payment for such amount out of the Promissory Note. Interest shall not accrue or be due with respect to payments made pursuant to this Article III.
Post-Closing Adjustment of Purchase Price. (a) Following the final determination of Final Purchase Price, Closing Working Capital, Closing Cash, Transferring Indebtedness and Transaction Expenses pursuant to Section 1.7, a payment (the “Final Purchase Price Adjustment”) shall be made by the Seller (or one or more Affiliates designated by the Seller) to the Purchaser (or one or more Affiliates designated by the Purchaser), or by the Purchaser (or one or more Affiliates designated by the Purchaser) to the Seller (or one or more Affiliates designated by the Seller), as applicable, as an adjustment to the Purchase Price. The Final Purchase Price Adjustment shall be an amount equal to the Closing Purchase Price, minus the Final Purchase Price. If the Final Purchase Price Adjustment is positive, such amount shall be paid to the Purchaser (or one or more Affiliates designated by the Purchaser) by the Seller (or one or more Affiliates designated by the Seller), and if the Final Purchase Price Adjustment is negative, the absolute value of such amount shall be paid to the Seller (or one or more Affiliates designated by the Seller) by the Purchaser (or one or more Affiliates designated by the Purchaser).