Purchase Price Adjustment Clause Samples
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Purchase Price Adjustment. (a) Within 90 days following the Closing, the Buyer shall prepare and deliver, or cause to be prepared and delivered, to the Seller a statement (the “Closing Schedule”) setting forth:
(i) the Buyer’s determination of the actual amounts of (A) the Adjustment Amount, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage (the “Final Adjustment Amount”), and (B) the Seller Indebtedness Amount, in each case as of 12:01 a.m. Eastern Time on the Closing Date without taking into account any of the transactions to be completed on the Closing Date in accordance with the terms of this Agreement;
(ii) a calculation of any adjustments to the Closing Payment based on such calculations (the adjusted Closing Payment as a result of such calculation being the “Final Closing Payment”); and
(iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”).
(b) Within fifteen (15) days after delivery of the Closing Schedule, the Seller may deliver a notice to Buyer either: (i) concurring with the Closing Schedule (a “Notice of Concurrence”); or (ii) disagreeing therewith (a “Notice of Disagreement”). If the Seller delivers a Notice of Disagreement, then it shall be accompanied by the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any notice within such 15-day period, the Seller shall be deemed to have delivered a Notice of Concurrence.
(c) If a Notice of Concurrence is delivered or deemed delivered, and if the Final Closing Payment is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of the delivery of the Notice of Concurrence.
(d) If a Notice of Disagreement is delivered, then the Seller and the Buyer shall, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during su...
Purchase Price Adjustment. (a) Within thirty (30) days after the Closing Date, Seller shall prepare and deliver to Buyer a statement (the “Net Assets Statement”) setting forth (i) the sum of the Accounts Receivable (net of reserves), Business-related prepaids, Inventory (net of reserves) and Equipment and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum of the Accounts Payable, reserve for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, in each case as of the close of business on the Closing Date (“Closing Net Assets”). The Net Assets Statement shall be prepared, and the Closing Net Assets shall be calculated, in accordance with the agreed procedures and accounting practices set forth on Schedule 3.2(a) (the “Agreed Procedures”) and the net book value of the Inventory and Iteris GmbH inventory shall be computed based upon the quantities of Inventory and Iteris GmbH inventory on hand as of the Closing Date as determined through a physical inventory conducted by Seller on or before the fifth day following the Closing Date, the results of which shall be adjusted from Buyer’s and Seller’s books and records to reflect the Inventory and Iteris GmbH inventory as of the Closing Date. Buyer or its representatives shall have the right to observe the physical inventory and shall have full access to all books and records with respect to the Inventory. For illustration purposes, a Net Assets Statement as of June 30, 2011 is included in Schedule 3.2(a).
(b) If Buyer reasonably believes that the Net Assets Statement contains errors or has not been prepared in accordance with the Agreed Procedures, Buyer may deliver to Seller a written notice of objection no later than thirty (30) days after the date on which Seller delivered the Net Assets Statement to Buyer, which notice shall specify the nature of each dispute and the basis therefor (a “Net Assets Objection”). Failure by Buyer to deliver a Net Assets Objection within the thirty-day period will be deemed to be Buyer’s acceptance of the Net Assets Statement as the Final Net Assets Statement. The Parties shall attempt in good faith to reach agreement resolving all disputes set forth in the Net Assets Objection within sixty (60) days after its delivery. In the event that the Parties are unable to resolve an Objection within the sixty-day period, the parties shall follow the arbitration procedures set forth in Section 3.3.
(c) As used he...
Purchase Price Adjustment. (a) No later than sixty (60) days following the Closing Date, the Purchaser shall prepare and deliver to the Shareholder a statement (the “Preliminary Working Capital Schedule”), which sets forth, in reasonable detail (and including relevant supporting documentation), the Purchaser’s calculation of (i) the Net Working Capital and (ii) the Working Capital Deficit, if any. Purchaser may only make a claim for an adjustment to Net Working Capital in respect of inventory if and to the extent that (1) such inventory is represented to be owned by the Company under , but is not owned by the Company on the Net Working Capital Date, or (2) such inventory was assigned a book value in preparing the Closing Date Statement in excess of the value that should have been assigned based on the principles set out on Exhibit 1.1(c). Upon the request of the Shareholder to the Purchaser, the Purchaser shall promptly make available to the Shareholder all of the work papers of the Purchaser and its Representatives relating to the preparation of the Preliminary Working Capital Schedule.
(b) The Shareholder shall have thirty (30) days following receipt of the Preliminary Working Capital Schedule during which to notify the Purchaser of any dispute of any item contained in the Preliminary Working Capital Schedule, which notice shall set forth in reasonable detail the basis for such dispute. If the Shareholder does not notify the Purchaser of any such dispute within such thirty (30) day period, the Preliminary Working Capital Schedule shall be deemed to be the Final Working Capital Schedule.
(c) If the Shareholder notifies the Purchaser of any such dispute within such thirty (30) day period, the Purchaser and the Shareholder shall cooperate in good faith to resolve any such dispute as promptly as practicable, and upon such resolutions, the Final Working Capital Schedule shall be prepared in accordance with the agreement of the Purchaser and the Shareholder.
(d) If the Purchaser and the Shareholder are unable to resolve any dispute regarding the Preliminary Working Capital Schedule within thirty (30) days (or such longer period as the Purchaser and the Shareholder shall mutually agree in writing) following notice of such dispute, such dispute shall be submitted to, and all issues having a bearing on such dispute shall be resolved by, (i) the Houston office of PricewaterhouseCoopers LLP, or (ii) in the event such accounting firm is unable or unwilling to take such assignment, a “Big Four...
Purchase Price Adjustment. (a) Prior to the Closing Date, Compost shall deliver to Purchaser a worksheet which shall be attached as Exhibit B hereto, setting forth a reasonable estimate of the Indebtedness and Net Working Capital as of the Closing Date as well as a computation of the estimated Adjustment Amount (the "Estimated Adjustment Amount"). The worksheet shall be prepared by Compost and accepted by Purchaser in its reasonable discretion. If the Estimated Adjustment Amount is a positive number, the amount payable in cash at Closing shall be decreased in an amount equal to the Estimated Adjustment Amount. If the Estimated Adjustment amount is a negative number, the amount payable in cash at Closing shall be increased in an amount equal to the absolute value of the Estimated Adjustment Amount.
(b) Within 90 days after the Closing, the Purchaser shall cause the Company to prepare and deliver to Compost a balance sheet of the Company as of the Closing Date (the "Closing Date Balance Sheet"), including a computation of the actual Adjustment Amount of the Company as of the Closing Date. The Closing Date Balance Sheet and the calculations of Indebtedness and Net Working Capital shall be prepared in accordance with GAAP, and to the extent consistent with GAAP, using the same accounting methods, policies, practices and procedures with classifications, judgments and estimation methodologies consistent with those used in preparation of the Company Financial Statements. If within 15 calendar days following delivery of the Closing Date Balance Sheet Compost does not object in writing thereto, Compost shall have been deemed to have agreed to the Closing Date Balance Sheet. If Compost objects in writing to the computation, then the Purchaser and Compost shall negotiate in good faith and attempt to resolve their disagreement. Within the first fifteen calendar days following the delivery of the Closing Date Balance Sheet and during the period of any dispute within the contemplation of this Section 3.3(b), Compost and other representatives of Compost shall have reasonable access during normal business hours to all relevant books and records and employees of the Company to the extent required to complete their review of the Closing Date Balance Sheet and shall be permitted to review the working papers, if any, of the Company or the Purchaser's Auditors relating to the Closing Date Balance Sheet. Purchaser and Purchaser's Auditors shall cooperate with Compost and their representatives in facilita...
Purchase Price Adjustment. (a) No less than ten Business Days prior to the scheduled Closing Date, Seller will deliver to Purchaser a good faith estimate of the Adjusted Working Capital (the “Estimated Working Capital”) and submit to Purchaser a written statement (the “Estimated Working Capital Statement”) setting forth, in reasonable detail, Seller’s calculation of the Estimated Working Capital. The Estimated Working Capital Statement will be prepared in a manner consistent with the assumptions, policies and principles set forth in Section 3.3 of the Disclosure Letter. To the extent Estimated Working Capital is $100,000 greater than $5,700,000 (the “Target Working Capital”), the cash portion of the Purchase Price payable at the Closing will be increased dollar for dollar by such excess, and if the Estimated Working Capital is more than $100,000 less than Target Working Capital, the cash portion of the Purchase Price payable at the Closing will be decreased dollar for dollar by such difference (the amount of such increase or decrease, the “Closing Adjustment”).
(b) Promptly following the Closing Date, but in no event later than 45 days after the Closing Date, or such longer period of time as reasonably requested by Seller and consented to by Purchaser, which consent will not be unreasonably withheld or delayed, Seller will provide to Purchaser the proposed Final Working Capital and submit to Purchaser a written statement (the “Closing Date Statement”) setting forth, in reasonable detail, Seller’s calculation of the proposed Final Adjusted Working Capital. The Closing Date Statement will be prepared in a manner consistent with the assumptions, policies and principles set forth in Section 3.3 of the Disclosure Letter. The Closing Date Statement will clearly identify all differences between the proposed Final Working Capital and the Estimated Working Capital and will include a reasonably detailed explanation of the basis for each such difference.
(c) In the event Purchaser disputes the correctness of the proposed Final Working Capital, Purchaser will notify Seller in writing of its objections within 30 days after receipt of the Closing Date Statement and will set forth, in writing and in reasonable detail, the disputed items and the reasons for Purchaser’s objections. If Purchaser fails to deliver its notice of disputes and objections within 30 days after receipt of the Closing Date Statement, Purchaser will be deemed to have accepted Seller’s calculation. Purchaser will be deemed to h...
Purchase Price Adjustment. 5 Section 1.5
Purchase Price Adjustment. (a) No later than three Business Days prior to the Closing Date, the Sellers’ Representative will deliver to Buyer an internally prepared statement (the “Estimated Working Capital Statement”) setting forth Sellers’ good faith estimate of the Working Capital as of the Closing Date (the “Estimated Closing Working Capital”). The Estimated Working Capital Statement will be prepared in accordance with GAAP and shall be acceptable to Buyer in all reasonable respects. The Cash Purchase Price payable at the Closing will be (i) increased, dollar-for-dollar, to the extent the Estimated Closing Working Capital, as reflected on the Estimated Working Capital Statement, is greater than the Target Closing Working Capital or (ii) decreased, dollar-for-dollar, to the extent the Estimated Closing Working Capital, as reflected on the Estimated Working Capital Statement, is less than the Target Closing Working Capital.
(b) 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 the Sellers’ Representative an internally prepared statement setting forth the calculation of Working Capital as of the Closing Date (the “Closing Working Capital Statement”). The Closing Working Capital Statement will be prepared by Buyer in accordance with GAAP. The Sellers’ Representative shall be permitted to review the Closing Working Capital Statement and the work papers created by Buyer and its Representatives in connection with the preparation of the Closing Working Capital Statement and to meet with and ask questions of the individuals who prepared such Closing Working Capital Statement and related work papers in connection with the review of the Closing Working Capital Statement by the Sellers’ Representative.
(c) If the Sellers’ Representative does not agree with the Closing Working Capital Statement or any item contained therein or the preparation thereof, the Sellers’ Representative shall notify Buyer in writing of its objections within 30 days after its receipt of the Closing Working Capital Statement and shall set forth, in reasonable detail, the reasons for the Sellers’ Representative’s objections (an “Objection Notice”). If the Sellers’ Representative fails to deliver an Objection Notice within such 30-day period, the Sellers shall be deemed to have irrevocably accepted as final the Closing Working Capital Statement. If the Sellers’ Representative delivers to Buyer an Objection Notice within such 30-da...
Purchase Price Adjustment. (a) On or before the 60th day after the Closing Date, Buyer shall prepare and deliver to Sellers’ Representative the Closing Balance Sheet and a statement setting forth the Closing Net Asset Value (the “Closing Net Asset Value Statement”). Each Party shall provide the other Party and its representatives with reasonable access to relevant books, records, work papers and personnel during the preparation of the Closing Net Asset Value Statement, the conduct of any reviews referred to in this Section 1.4 and the resolution of any disputes that may arise under this Section 1.4.
(b) If Sellers’ Representative disagrees with the determination of the Closing Net Asset Value as shown on the Closing Net Asset Value Statement, Sellers’ Representative shall notify Buyer of such disagreement within 30 days after Sellers’ Representative’s receipt of the Closing Net Asset Value Statement, which notice shall (i) describe the nature of any such disagreement in reasonable detail, (ii) identify the specific items involved and (iii) set forth the dollar amount of each such disagreement (“Seller Objection”). After the end of the above-referenced 30-day period, neither Buyer nor Sellers’ Representative may introduce additional disagreements with respect to any item in the Closing Net Asset Value Statement or increase the amount of any disagreement, and any item not so identified shall be deemed to be agreed to by Buyer and Sellers’ Representative and will be final, binding and conclusive upon the Parties.
(c) If a Seller Objection is provided within the above-referenced 30-day period, Buyer shall have 10 Business Days to review and respond to the Seller Objection, and Buyer and Sellers’ Representative shall attempt to resolve the differences underlying the Seller Objection within 20 Business Days following Buyer’s receipt of the Seller Objection. Disputes between Buyer and Sellers’ Representative that are not resolved by them within such 20-Business Day period shall be referred no later than such 20th Business Day for decision to an independent accounting firm of national reputation mutually acceptable to Buyer and Sellers’ Representative (the “Arbiter”) that shall act as arbitrator and determine, based solely on presentations by Sellers’ Representative and Buyer and only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Statements require adjustment. If Buyer and Sellers’ Representative cannot agree upon the selection of th...
Purchase Price Adjustment. (a) Prior to the execution and delivery of this Agreement, the Company has delivered to the Buyer a certificate setting forth the Company’s itemized good faith calculation of (i) Closing Working Capital prepared in good faith in accordance with the Balance Sheet Principles (such estimate, “Estimated Working Capital”), (ii) the Closing Net Cash (such estimate, “Estimated Net Cash”) and (iii) the Company’s calculation of the Unadjusted Cash Closing Amount in accordance with Section 3.1 as a result of the estimates described in the foregoing clauses (i) through (ii). Any currency conversions made in preparation of the foregoing will be made at the Monthly Exchange Rate as of the Closing Date.
(b) Within 90 calendar days after the Closing Date, the Buyer will in good faith prepare and deliver to the Company an unaudited consolidated balance sheet of the Transferred Assets, as of the close of business on the Closing Date (the “Closing Balance Sheet”). The Closing Balance Sheet will be prepared in accordance with the Balance Sheet Principles and will be accompanied by a certificate based on such Closing Balance Sheet setting forth the Buyer’s itemized good faith calculation of (i) the Closing Working Capital, (ii) the Closing Net Cash and (iii) the Buyer’s calculation of the Final Cash Closing Amount and the amount of the adjustment pursuant to Section 3.3(f), if any, in each case calculated in accordance with this Section 3.3 (the “Closing Certificate” and together with the Closing Balance Sheet, the “Closing Statements”). Any currency conversions made in preparation of the foregoing will be made at the Monthly Exchange Rate as of the Closing Date. The Company shall cooperate with the Buyer in the preparation of the Closing Balance Sheet and provide access to such employees, documents, books and accounting records of the Company as may be reasonably requested by the Buyer in connection therewith. The Company and the Buyer acknowledge and agree that, for all purposes under this Article III, including the preparation and delivery of, and any related calculations made in connection with, the certificate delivered pursuant to Section 3.3(a), the Closing Statements pursuant to this Section 3.3(b) and the Adjustment Report pursuant to Section 3.3(1) (and all determinations and calculations made by the Accountant pursuant to Sections 3.3(d), 3.3(e) and 3.30), in the event that the Balance Sheet Principles conflict with U.S. GAAP, the Balance Sheet Principles shall pre...
Purchase Price Adjustment. The parties agree that any indemnification payment made pursuant to this Agreement shall be treated as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by applicable Law.