Post-Closing Purchase Price Adjustment Clause Samples
The Post-Closing Purchase Price Adjustment clause establishes a mechanism to modify the final purchase price of a transaction after the closing date, based on certain financial metrics or conditions. Typically, this adjustment is calculated by comparing estimated values used at closing—such as working capital, inventory, or debt levels—to the actual values determined after closing, with the difference resulting in a payment from the buyer to the seller or vice versa. This clause ensures that the purchase price accurately reflects the true financial state of the business at closing, thereby protecting both parties from discrepancies and unexpected changes in value.
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Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90) days following the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Purchaser a statement (the “Closing Net Working Capital Statement”) which shall set forth the Net Working Capital of the Newsprint Business and of Apache as of the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser.
1.9.2 Purchaser shall, within thirty (30) days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Sell...
Post-Closing Purchase Price Adjustment. Another critical term is whether there will be an adjustment to the purchase price following the closing based, for example, on the amount of working capital in the business at the time of closing. If there is to be an adjustment, what is the formula for the adjustment, how will the parties resolve any dispute over the adjustment calculation, and will any part of the purchase price be withheld following closing pending determination of the adjustment?
Post-Closing Purchase Price Adjustment. Within three Business Days after the Closing Date Working Capital Statement being deemed final, a Purchase Price adjustment shall be made as follows:
(i) in the event that the Closing Date Working Capital reflected on the Closing Date Working Capital Statement is less than the Estimated Working Capital, then the Purchase Price shall be adjusted downward in an amount equal to such difference;
(ii) in the event that the Closing Date Working Capital reflected on the Closing Date Working Capital Statement exceeds the Estimated Closing Date Working Capital, then the Purchase Price shall be adjusted upward in an amount equal to such excess;
(iii) to the extent a net downward adjustment is made to the Purchase Price, the Seller shall pay, within three Business Days of such determination, the amount of such difference to the Purchaser by wire transfer in immediately available funds together with interest thereon at a rate per annum equal to the sum of (A) the Prime Rate and (B) 1% (the “Interest Rate”); and
(iv) to the extent a net upward adjustment is made to the Purchase Price, the Purchaser shall pay, within three Business Days of such determination, the amount of such excess to the Seller by wire transfer in immediately available funds together with interest thereon at the Interest Rate.
Post-Closing Purchase Price Adjustment. As promptly as possible, but in any event no later than the fifth (5th) Business Day following the final determination, in accordance with Section 2.5.3 and/or Section 2.5.4, of Company Indebtedness, Transaction Expenses, Transaction Bonus Payments, Working Capital, and Cash on Hand (respectively, the “Final Company Indebtedness”, “Final Transaction Expenses”, “Final Transaction Bonus Payments”, “Final Working Capital Amount,” and “Final Cash on Hand Amount”), a Purchase Price adjustment shall be made as follows:
(a) if (i) the sum of (A) the Final Working Capital Amount, plus (B) the Final Cash on Hand Amount, minus (C) the Final Transaction Expenses, minus (D) the Final Transaction Bonus Payments, minus (E) the Final Company Indebtedness is less than (ii) the sum of (A) the Estimated Working Capital Amount, plus (B) the Estimated Cash on Hand Amount, minus (C) the Estimated Transaction Expenses, minus (D) the Estimated Transaction Bonus Payments, minus (E) the Estimated Company Indebtedness, then the Purchase Price will be reduced by an amount equal to such shortfall, and such shortfall amount shall be paid to the Buyer from the Escrow Account in accordance with the terms of the Escrow Agreement; or
(b) if (i) the sum of (A) the Final Working Capital Amount, plus (B) the Final Cash on Hand Amount, minus (C) the Final Transaction Expenses, minus (D) the Final Transaction Bonus Payments, minus (E) the Final Company Indebtedness is greater than (ii) the sum of (A) the Estimated Working Capital Amount, plus (B) the Estimated Cash on Hand Amount, minus (C) the Estimated Transaction Expenses, minus (D) the Estimated Transaction Bonus Payments, minus (E) the Estimated Company Indebtedness, then the Purchase Price will be increased by an amount equal to such excess and the Buyer will pay such excess amount to the Sellers (in accordance with the Allocation Schedule) within five (5) Business Days after the determination of such excess amount by wire transfer of immediately available funds to the accounts specified by the Sellers’ Representative; provided that any payments in respect of Options shall be paid to the Company for further distribution to the Optionholders (in accordance with the Allocation Schedule), net of the amount, if any, required to be withheld under applicable Tax laws with respect to such payment.
Post-Closing Purchase Price Adjustment. In the event that the -------------------------------------- Working Capital as reflected on the Audited Closing Balance Sheet is less than the Working Capital Target, then the Purchase Price will be adjusted downward, on a dollar-for-dollar basis, to reflect the lesser of (i) the decrease, if any, in Working Capital as reflected on the Audited Closing Balance Sheet from the amount of Working Capital reflected on the Preliminary Closing Balance Sheet or (ii) the amount, if any, by which the Working Capital reflected on the Audited Closing Balance Sheet is less than the Working Capital Target. Conversely, the Purchase Price will be adjusted upward, on a dollar-for dollar basis, to reflect the increase, if any, in the total Working Capital as reflected on the Audited Closing Balance Sheet from the amount of Working Capital reflected on the Preliminary Closing Balance Sheet, provided, however, that in no event shall such upward adjustment exceed the total amount of any adjustment to the Purchase Price made pursuant to Section 2.6(b) above. The post-closing adjustment to the -------------- Purchase Price, if any, shall be paid by Seller to Global from the Escrow Sum (or, at Seller's option, in cash) or by Global to Seller, as the case may be, in immediately available funds within ten (10) business days of delivery of the Audited Closing Balance Sheet, unless the Seller disputes any items on the Audited Closing Balance Sheet, in which case it shall be paid within ten (10) business days after the Independent Accountants finally determine the disputed item(s), and Global delivers to Seller an Audited Closing Balance Sheet modified to reflect such determination.
Post-Closing Purchase Price Adjustment. (a) In the event that Closing Date Net Working Capital as reflected on the Final Purchase Price Adjustment Statement is greater than Estimated Closing Date Net Working Capital by more than $250,000, Buyer shall pay Seller an amount equal to the difference between the Closing Date Net Working Capital and the Estimated Closing Date Net Working Capital. In the event that Closing Date Net Working Capital as reflected on the Final Purchase Price Adjustment Statement is less than Estimated Closing Date Net Working Capital by more than $250,000, Seller shall pay Buyer an amount equal to the difference between the Closing Date Net Working Capital and Estimated Closing Date Net Working Capital.
(b) In the event that the Closing Date Cash as reflected on the Final Purchase Price Adjustment Statement is greater than Estimated Closing Cash Amount, Buyer shall pay Seller an amount equal to the difference between the Closing Date Cash and the Estimated Closing Cash Amount. In the event that Closing Date Cash as reflected on the Final Purchase Price Adjustment Statement is less than Estimated Closing Cash Amount, Seller shall pay Buyer an amount equal to the difference between the Closing Date Cash and the Estimated Closing Cash Amount.
(c) In the event that Closing Date Indebtedness as reflected on the Final Purchase Price Adjustment Statement is greater than Estimated Closing Indebtedness Amount, Seller shall pay Buyer an amount equal to the difference between the Closing Date Indebtedness and Estimated Closing Indebtedness Amount. In the event that Closing Date Indebtedness as reflected on the Final Purchase Price Adjustment Statement is less than Estimated Closing Indebtedness Amount, Buyer shall pay Seller an amount equal to the difference between the Closing Date Indebtedness and Estimated Closing Indebtedness Amount.
(d) Any amounts payable pursuant to this Section 2.10 shall be paid within four (4) Business Days after final determination of the Final Purchase Price Adjustment Statement by wire transfer of immediately available funds to an account designated by the party receiving such payment, provided, that if Buyer is entitled to any payment, and Seller is also entitled to any payment, in each case pursuant to this Section 2.10, then such payments shall be netted against each other for purposes of determining the aggregate net amount payable to Seller or Buyer, as applicable.
(e) Seller and Buyer agree to treat any payment made pursuant to this Section 2.10 as ...
Post-Closing Purchase Price Adjustment. 3.2.1 Without prejudice to Clause 3.2.2, the Purchase Price shall be adjusted after the Closing Date on a euro-per-euro basis by an amount that shall be the result of applying the following formula (the “Price Adjustment Amount”):
(i) the amount, if any, by which the Closing Date Intra-group Indebtedness falls short of EUR 0.00; minus
(ii) the amount, if any, by which the Closing Date Intra-group Indebtedness exceeds EUR 0.00; plus
(iii) the amount, if any, by which the Closing Date Working Capital exceeds EUR 0.00; minus
(iv) the amount, if any, by which the Closing Date Working Capital falls short of EUR 0.00; plus
(v) the Closing Date CAPEX Amount, if any. [***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to omitted portions.
3.2.2 The Price Adjustment Amount shall be determined by the Parties or, as the case may be, by the Independent Expert in accordance with the procedure set out in this Clause 3.2, provided that if the Price Adjustment Amount is a positive number it shall for the purpose of this Agreement never exceed (and, as the case may be, be limited to) the sum of [***] euro (EUR [***]) plus the Closing Date CAPEX Amount.
3.2.3 If the Price Adjustment Amount is a positive number, the Purchase Price shall be adjusted upwards by such amount. If the Price Adjustment Amount is a negative number, the Purchase Price shall be adjusted downwards by such amount.
Post-Closing Purchase Price Adjustment. (a) In the event that, during the 12 month period following the date hereof, (i) Parent announces its intention to enter into a transaction which effects a Change in Control (as defined below), (ii) the Board of Directors makes a recommendation that Parent should enter into a transaction which effects a Change in Control, (iii) Parent enters into a definitive agreement to effect a Change in Control, or (iv) a solicitation is made by a third party to purchase substantially all of the outstanding shares of the Class A Common Stock, par value $0.20 per share, of Parent (the “Class A Common Stock”), then upon consummation of any transaction referred to in subsection (i), (ii), (iii) or (iv), Parent shall pay to Wangs Fabrik or its successor a purchase price increase in the amount of seventy-five percent (75%) of the increase (the “Adjustment Amount”) in value between (i) the price per outstanding share of Class A Common Stock paid in the Change in Control (taking into account any stock dividends, issuances, splits, reverse splits, combinations, recapitalizations, exchanges or distributions of the Class A Common Stock occurring after the Closing Date and prior to the Change in Control) or the cash proceeds or the value of the securities received by the stockholders of Parent, and (ii) the Per Share Price.
(b) The Buyer Parties shall not be obligated to pay Wangs Fabrik any purchase price increase in respect of any Change in Control, if any of the events described in subsections (i), (ii) or (iii) of Section 7.1(a) occur more than 12 months after the date hereof.
(c) Parent shall send notice to the Seller Parties of the effective date of any Change in Control and any payment required to be made to Wangs Fabrik pursuant to subsection (a) above no later than the effective date of such event. In addition, Parent shall make the required payment simultaneously with the effective date of such Change in Control, in immediately available funds by wire transfer to Wangs Fabrik’s bank account as directed in writing by Wangs Fabrik at such time. Parent shall provide the Seller Parties with any documentation relating to the determination of the amount of the post-closing purchase price adjustment reasonably requested by the Seller Parties.
(d) As used herein, “Change in Control” shall mean, in respect of Parent, the following events, whether effected directly or indirectly through one or a series of transactions: (i) the acquisition by an individual, entity or group (within...
Post-Closing Purchase Price Adjustment. (a) Within 120 days after the Closing Date, Seller shall prepare, with the assistance of Buyer's employees, and deliver a statement (the "Preliminary Statement"), as of the Closing Date, updating the Initial Inventory Value so that it reflects the Inventory Value as of the Closing Date based only on a roll forward basis from September 30, 1996, with no changes other than to update the Initial Inventory Value from September 30, 1996, using the identical principles, procedures, estimates, judgments, pricing and other practices used in determining the Initial Inventory Value as of September 30, 1996. Subject to the limitations of Section 3.05(e), if Buyer has any objections to the Preliminary Statement, Buyer must deliver to Seller within 30 days after delivery of the Preliminary Statement (but such delivery shall not be required earlier than 90 days after Closing) a detailed statement describing such objections thereto (the "Buyer's Statement"). If a Buyer's Statement is not delivered to Seller within such time period, the determination of the Inventory Value set forth in the Preliminary Statement will be final, binding, and non-appealable by the Parties. The Parties will negotiate in good faith to resolve any such objections, but if they do not reach a final resolution within 30 days after Seller has received the Buyer's Statement, such matter shall be resolved as provided in Section 3.05(b). Buyer's representatives shall be entitled to observe all physical inventories that are conducted in connection with and/or inspect all work papers, calculations and documents related to Seller's updating of the Initial Inventory Value, and to inspect all work papers, schedules and other supporting materials relating to, the preparation of the Preliminary Statement.
(b) In the event any objections to the Preliminary Statement are not resolved by Seller and Buyer within the 30 day period following delivery of the Buyer's Statement pursuant to Section 3.05(a), such unresolved objections shall be submitted for resolution to an internationally recognized independent certified public accountant located in Boston, Massachusetts, or New York, New York, selected by the mutual agreement of Seller and Buyer within 20 days after the end of such 30 day period. If Seller and Buyer are unable to mutually agree upon an internationally recognized certified public accountant within such 20 day period, then Seller and Buyer shall each select an internationally recognized certified public...
Post-Closing Purchase Price Adjustment. (a) As promptly as practicable, but in no event later than 60 days following the Closing Date, Buyer shall cause to be prepared and delivered to Harr▇▇ (▇) an audited balance sheet of the Business as of the Closing Date (the "Audited Closing Balance Sheet"), together with an audit report thereon by Ernst & Young LLP, or another national accounting firm selected by the Buyer (the "Buyer accountants"), prepared in accordance with GAAP, and (ii) a statement based on such Audited Closing Balance Sheet setting forth in detail a calculation of the Closing Date Working Capital. For purposes of this Agreement, "Estimated Working Capital" and "Closing Date Working Capital" shall mean an amount equal to (i) all accounts receivable plus inventory plus prepaid assets plus the assets described in Section 2.1(w) plus, in the case of the calculation of the Closing Date Working Capital, the assets described in Section 2.1(u), as such constitute Transferred Assets, minus (ii) accounts payable and accrued liabilities (other than accrued Tax Liabilities, the Retirement Plan Accruals and any European Severance Accruals) including the liabilities referred to in Sections 6.3(k) and 6.4, as such constitute Assumed Liabilities, in each case as are accrued and reflected on the Estimated Closing Balance Sheet and the Audited Closing Balance Sheet, respectively. Except as set forth below in this Section 3.6(a), the Audited Closing Balance Sheet shall be deemed to be and shall be final, binding and conclusive on the parties hereto. The Audited Closing Balance Sheet shall be deemed final for the purposes of this Section 3.6