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. (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. 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. 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. (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) As promptly as practicable, but no later than ninety (90) days after the Closing Date, Buyer shall prepare and deliver to Seller a written statement (the “Final Closing Statement”) setting forth in reasonable detail with reasonable supporting documentation, Buyer’s good faith calculation of (i) the Closing Net Working Capital Target, (ii) Closing Net Working Capital, (iii) Closing Indebtedness, (iv) Closing Cash, (v) Transaction Expenses and (vi) the Closing Net Working Capital Adjustment Amount, and on the basis of the foregoing, its calculation of the Purchase Price. If ▇▇▇▇▇ fails to timely deliver the Final Closing Statement in accordance with the first sentence of this Section 2.04, then the Preliminary Closing Statement delivered by Seller to Buyer pursuant to Section 2.02 shall be deemed to be the Final Closing Statement, subject to the remainder of this Section 2.04.
Post-Closing Purchase Price Adjustment. As promptly as practicable, but no later than 90 days after the Closing Date, the Buyer will cause to be prepared and delivered to the Seller (i) a working capital statement, which shall reflect, as of the Closing Date, the current assets transferred to the Buyer in accordance with Section 1.1(a) and the current liabilities assumed by the Buyer in accordance with Section 1.2 (the "Closing Working Capital Statement"), which shall be prepared in accordance with GAAP and subject to the permitted adjustments and qualifications set forth in Schedule 1.5(a) and (ii) a certificate of a senior officer of the Buyer, setting forth the amount of the Net Working Capital of the Business as of the Closing Date (the "Closing Net Working Capital Amount") and the amount of any adjustment to the Initial Purchase Price pursuant to this Section 1.5, if any, together with supporting calculations (the "Adjustment Certificate"). The Seller shall have 30 days from the date on which the Closing Working Capital Statement and the Adjustment Certificate are delivered to it to review such documents (the "Review Period"). In furtherance of the foregoing, the Buyer shall give the Seller and its authorized representatives reasonable access (subject to the execution of such customary confidentiality and other undertakings as may be requested by the Buyer's independent auditor) to all books, records, files and other documents, personnel, offices and other facilities and properties of the Business as the Seller may reasonably require in order to review and verify the Closing Working Capital Statement and the Adjustment Certificate; provided, however, that any such access shall be conducted in such a manner as not to interfere unreasonably with the normal operation of the Business. If the Seller disagrees in any respect with any item or amount shown or reflected in the Closing Working Capital Statement or the Adjustment Certificate or with the calculation of the Closing Net Working Capital Amount, the Seller may, on or prior to the last day of the Review Period, deliver a notice to the Buyer setting forth, in reasonable detail the elements and/or amounts with which it disagrees (the "Dispute Notice"). If no Dispute Notice is received by the Buyer on or prior to the last day of the Review Period, the Closing Working Capital Statement and the Adjustment Certificate shall be deemed accepted by the Seller. In the event that the Seller delivers a Dispute Notice to the Buyer, the Buyer or the Sell...
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.