Post-Closing Purchase Price Adjustments Sample Clauses
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Post-Closing Purchase Price Adjustments. The Purchase Price shall be adjusted as provided herein based on the actual amount of the Stockholders' Equity of the Company, as determined in accordance with GAAP (but without giving effect to any adjustment that is required by GAAP solely in respect of the Liberate Licenses), as of December 31, 2001 (the CLOSING STOCKHOLDERS' EQUITY"). Within 30 days after the Closing Date (the "REVIEW PERIOD"), the Determination Committee (as defined below) shall cause to be prepared and delivered to the Buyer a determination (the "Determination") of the Closing Stockholders' Equity (which amount is referred to herein as the "PRELIMINARY ACTUAL AMOUNT"), including the basis for such Determination set forth in reasonable detail, prepared in accordance with GAAP. If, within 30 days after the date on which the Determination is delivered to the Buyer, the Buyer shall not have given written notice to the Determination Committee setting forth in reasonable detail any objection of the Buyer to such Determination, then such Determination shall be final and binding upon the parties and the Preliminary Actual Amount shall be deemed the final actual amount of the Closing Stockholders' Equity (including, as may be determined mutually by the parties or by the Settlement Accountant, as described below, the "FINAL ACTUAL AMOUNT"). In the event that the Buyer gives written notice of any objection to such Determination within such 30-day period, the Determination Committee and the Buyer shall use all reasonable efforts to resolve the dispute within fifteen (15) days following the receipt by the Determination Committee of such written notice from the Buyer. If the Determination Committee and the Buyer are able to reach an agreement during such 15-day period, the Closing Stockholders' Equity they agree upon shall be the Final Actual Amount. If the parties are unable to reach an agreement as to the Final Actual Amount within such 15-day period, the matter shall be submitted to a mutually agreed upon "big five" certified public accounting firm (the "SETTLEMENT ACCOUNTANT") for determination of the Final Actual Amount to be made within 20 days after submission, and the determination of the Settlement Accountant of the Final Actual Amount shall be final and binding upon the Buyer and the Company. The Buyer and the Company shall contribute equally to all costs (including fees and expenses charged by the Settlement Accountant) in connection with the resolution of any such dispute. The Buyer an...
Post-Closing Purchase Price Adjustments. The Seller and the Buyer agree that the Estimated Closing Date Basic Purchase Price shall be adjusted following the Closing as follows:
(a) Within 60 days after the Closing Date, the Buyer shall prepare and deliver to the Seller (i) a statement (the “Closing Statement”) setting forth the Adjusted Inventory Amount, the amount of Prepaid Assets, the amount of the Assumed Accounts Payable, the Accrued Vacation Liability Amount, the Additional Royalty Payment Amount and the Accrued Expenses amount, in each case as of the Closing Date and (ii) the Buyer’s calculation of (a) the Asset-Liability Ratio Amount, (b) the Markdown Pool Amount and (c) the Final Basic Purchase Price. The Prepaid Asset Amount, the amount of Assumed Accounts Payable shall be determined in accordance with GAAP applied on a consistent basis with the accounting principles used in the preparation of the Balance Sheet. The Accrued Expenses amount shall be determined in accordance with GAAP and reflect the amounts due and outstanding as of the Closing Date for the respective categories included in Schedule 1.1 notwithstanding the Seller’s historical accounting practices therefor. The Adjusted Inventory Amount shall be determined using the agreed-upon valuation assumptions set forth in Schedule 3.4(a) applied to the FIFO (meaning “first-in-first-out”) cost of the Conveyed Inventory, determined in accordance with GAAP. The delivery of the Closing Statement shall be accompanied by all information reasonably necessary to determine the Asset-Liability Ratio, the Asset-Liability Ratio Amount, the Adjusted Inventory Amount, the Prepaid Asset amount, the Accrued Vacation Liability amount, the Accrued Expenses amount and the amount of Assumed Accounts Payable, the Additional Royalty Payment Amount and the Markdown Pool Amount (including detailed schedules of Current Inventory, Medium Term Inventory, BSRs, Transition Inventory, Scheduled 4/25 Inventory, Scheduled 5/25 Inventory, Purchase Order Scheduled 5/25 Inventory, Purchase Order Scheduled 4/25 Inventory, Prepaid Assets, Accrued Vacation Liability, Accrued Expenses and lists of Assumed Accounts Payable in each case at the Closing Date). The Seller shall cooperate with the Buyer in the preparation of the Closing Statement. Simultaneously with the delivery of the Closing Statement, the Buyer shall notify the Seller in writing of the amount, if any, that the Buyer believes is payable pursuant to Section 3.4(d) below.
(b) The Buyer, upon prior notice by ...
Post-Closing Purchase Price Adjustments. (i) On the tenth business day following the determination of the Final Closing Date Statement; either (A) Buyer shall pay to Seller the amount by which (x) Closing Working Capital as set forth in the Final Closing Date Statement is greater than (y) the Estimated Working Capital, or (B) Seller shall pay to Buyer the amount by which (x) Closing Working Capital as set forth in the Final Closing Date Statement is less than (y) the Estimated Working Capital.
(ii) The amount referred to in §2.6(c)(i) shall be paid by the paying party under §2.6(c)(i) by wire transfer in immediately available funds to an account designated by the other party.
(iii) Buyer or Seller may offset any amounts currently due to it from the other Party under this Agreement against any amounts currently due from it to the other Party under this §2.6(c).
Post-Closing Purchase Price Adjustments. The Purchaser covenants that if, at any time or from time to time on or prior to December 31, 2002, ▇▇▇▇▇▇'▇ Entertainment, Inc., the Purchaser or any of their respective Subsidiaries or Affiliates (collectively, the "HET Parties") purchases or otherwise acquires, directly or indirectly, any share or shares of common stock of Holding at a price per share (the "Per Share Purchase Price") greater than U.S. $10.54 per share (the "Per Share Base Price"), the Purchaser shall pay on January 3, 2003 (provided, that if, either individually or in combination, one or more of the HET Parties purchases or otherwise acquires, directly or indirectly, at least 95% of the common stock of Holding, prior to December 31, 2002 the Purchaser shall pay to the Seller on the earlier to occur of January 3, 2003 and the fifth Business Day after the date of such acquisition) in immediately available funds to the Seller an amount equal to the product of (i) the highest Per Share Purchase Price so paid by Purchaser or any of its Subsidiaries for any shares of common stock of Holding less the Per Share Base Price and (ii) 1,734,068. If there occur any stock splits, stock combinations or similar events with respect to the common stock of Holding after the Closing Date and on or prior to December 31, 2002, then equitable adjustments shall be made to the provisions of the preceding sentence to preserve the benefits thereof to the Seller, in each case with the economic effect to be the same as if the respective stock split, stock combination or other similar event had not occurred.
Post-Closing Purchase Price Adjustments. (a) Within ninety (90) days after the Closing Date, the Purchaser shall prepare and deliver to the Sellers the Initial Working Capital Statement, which shall include reasonable detail supporting the Purchaser’s calculations set forth therein and reasonable detail supporting any change from the amounts set forth in the Estimated Working Capital Statement or the calculations set forth therein.
(b) Subject to complying with the restrictions set forth in Section 5.1, at reasonable times during normal business hours during the 30-day period immediately following the Sellers’ receipt of the Initial Working Capital Statement, each Seller and his or its Representatives shall be permitted to review the records of TangenX relating to the Initial Working Capital Statement that are reasonably requested by such Seller, and the Purchaser shall make reasonably available to each Seller and his or its Representatives the individuals employed by TangenX and/or the Purchaser that were responsible for the preparation of the Initial Working Capital Statement in order to respond to the reasonable inquiries of such Seller related thereto. Any information provided to the Sellers pursuant to this Section 2.5 shall be considered Covered Information.
(c) The Sellers shall deliver to the Purchaser by the Objection Deadline Date either a notice indicating that the Sellers accept the Initial Working Capital Statement (“Notice of Acceptance”) or a detailed statement describing the Sellers’ objections to the Initial Working Capital Statement (“Notice of Disagreement”); provided, that any objections must be on the basis that the amounts set forth in the Initial Working Capital Statement (i) were not determined in accordance with the TangenX Accounting Practices (or in the case of Indebtedness of the types included in clauses (d), (f) and (h) of the definition of Indebtedness, GAAP) or otherwise not calculated in accordance with the applicable terms of this Agreement, or (ii) were arrived at based on mathematical or clerical error. If the Sellers deliver to the Purchaser a Notice of Acceptance, or the Sellers do not deliver a Notice of Disagreement on or before the Objection Deadline Date, then, effective as of the earlier of the date of delivery of such Notice of Acceptance and the end of the Objection Deadline Date, the Initial Working Capital Statement shall be deemed to be the Final Working Capital Statement. If the Sellers timely deliver a Notice of Disagreement, only those matters sp...
Post-Closing Purchase Price Adjustments. (i) If (A) the Final Net Working Capital is less than the Estimated Net Working Capital, the Purchase Price shall be reduced on a dollar‑for‑dollar basis by an amount equal to such deficit, or (B) the Final Net Working Capital is greater than the Estimated Net Working Capital, the Purchase Price shall be increased by an amount equal to such surplus.
(ii) If (A) the Final Net Plant Value is less than the Estimated Net Plant Value, the Purchase Price shall be reduced on a dollar‑for‑dollar basis by an amount equal to such deficit, or (B) the Final Net Plant Value is greater than the Estimated Net Plant Value, the Purchase Price shall be increased by an amount equal to such surplus.
(iii) If (A) the Final Cash Amount is less than the Estimated Cash Amount, the Purchase Price shall be reduced on a dollar‑for‑dollar basis by an amount equal to such deficit, or (B) the Final Cash Amount is greater than the Estimated Cash Amount, the Purchase Price shall be increased by an amount equal to such surplus.
(iv) If (A) the Final Indebtedness Amount is greater than the Estimated Purchaser Paid Indebtedness Amount, the Purchase Price shall be reduced on a dollar‑for‑dollar basis by an amount equal to such surplus, or (B) the Final Indebtedness Amount is less than the Estimated Purchaser Paid Indebtedness Amount, the Purchase Price shall be increased by an amount equal to such surplus. The net amount of the adjustments to the Purchase Price under this Section 2.4(g) shall be the “Purchase Price Adjustment Deficit” if the net amount of the adjustments would, in the aggregate, reduce the Purchase Price hereunder, or the “Purchase Price Adjustment Surplus” if the net amount of the adjustments would, in the aggregate, increase the Purchase Price hereunder.
Post-Closing Purchase Price Adjustments. (a) The “Post-Closing Risk-Based Capital True-Up Amount” shall be the amount equal to (whether positive or negative) (i) the RBC Deficit calculated based on the Final Closing Statutory Financial Statements or as provided in Section 2.07(d), if any, minus (ii) the Closing Date Risk-Based Capital True-Up Amount.
Post-Closing Purchase Price Adjustments. (a) If Final Net Working Capital is LESS than Estimated Net Working Capital, then within ten (10) days after the determination of Final Net Working Capital, Seller shall reimburse to Buyer an amount equal to such shortfall (together with interest on such shortfall at the Applicable Rate from the Closing Date until the date of such reimbursement) in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereof.
(b) If Final Net Working Capital is GREATER than Estimated Net Working Capital, then within ten (10) days after the determination of Final Net Working Capital, Buyer shall pay to Seller an amount equal to such excess (together with interest on such excess at the Applicable Rate from the Closing Date until the date of such reimbursement) in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the due date thereof.
(c) If Final Net Cash is LESS than Estimated Net Cash, then within ten (10) days after the determination of Final Net Cash, Seller shall pay to Buyer an amount equal to such shortfall (together with interest on such shortfall at the Applicable Rate from the Closing Date until the date of such payment) in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereof.
(d) If Final Net Cash is GREATER than Estimated Net Cash, then within ten (10) days after the determination of Final Net Cash, Buyer shall pay to Seller an amount equal to such excess (together with interest on such excess at the Applicable Rate from the Closing Date until the date of such payment) in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the due date thereof.
(e) Any payments made pursuant to this Section 2.04 will be considered an adjustment of the purchase price for the Shares.
Post-Closing Purchase Price Adjustments. Within ninety days following the Closing, Seller will notify Buyer of any Additional Costs not paid by Buyer at Closing. Buyer will pay all such Additional Costs within fifteen days of notice. Within ninety days following the Closing, Buyer will notify Seller of any adjustments due pursuant to Section 2.3 hereof. If such Purchase Price adjustments are positive, Buyer will accompany its notice to Seller with payment therefor. If such Purchase Price adjustments are negative, Seller shall make payment to Buyer for such Purchase Price adjustments within fifteen days of its receipt of Buyer’s notice.
Post-Closing Purchase Price Adjustments. (a) Upon determination of Final Net Working Capital, the Closing Date Adjustment shall be recalculated using the Final Net Working Capital instead of the Estimated Net Working Capital, and the amount of the Deferred Payment shall be likewise recalculated using the recalculated Closing Date Adjustment. Any such recalculation under this Section 2.05 shall be deemed the “True-Up Amount”. Notwithstanding anything to the contrary contained herein, if the calculation of the True-Up Amount would result in an offset to the Deferred Payment such that the principal amount due under the Deferred Payment would be less than $3,500,000, then the principal amount due under the Deferred Payment shall be reduced to $3,500,000, and the Shareholders shall pay to the Buyer, within five Business Days of the calculation of the Final Net Working Capital, the difference between (a) the amount by which the Estimated Net Working Capital exceeds the Final Net Working Capital and (b) the reduction of the Deferred Payment pursuant to this Section 2.05.
(b) Concurrently herewith, Buyer and Cara ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇”) are entering into an employment agreement (the “▇▇▇▇▇▇▇ Employment Agreement”). The Shareholders acknowledge and agree that in the event the ▇▇▇▇▇▇▇ Employment Agreement is terminated and all or a portion of the Employee Payment is not paid to ▇▇▇▇▇▇▇, if such termination occurs (i) prior to the second anniversary of the date hereof, that portion of the Employee Payment not paid or to be paid to ▇▇▇▇▇▇▇ shall be added to the Deferred Purchase Price and (ii) on or after the second anniversary of the date hereof, that portion of the Employee Payment not paid or to be paid to ▇▇▇▇▇▇▇ shall be paid to the Shareholders in accordance with the Pro Rata Portions.