Purchase Price Adjustment Amount Sample Clauses
The Purchase Price Adjustment Amount clause defines how the final purchase price in a transaction may be modified based on certain financial metrics or conditions at closing. Typically, this clause outlines mechanisms for adjusting the agreed-upon price to reflect changes in working capital, inventory levels, or other specified financial benchmarks between the signing and closing dates. Its core function is to ensure that the purchase price accurately reflects the value of the business at the time of transfer, thereby protecting both parties from unexpected financial discrepancies.
Purchase Price Adjustment Amount. (a) No later than ten business days prior to the Closing Date, Sellers shall prepare, or cause to be prepared, and deliver to Purchaser, a statement (the “Sellers’ Statement”), which shall set forth Sellers’ good faith estimate of the Purchase Price Adjustment Amount which shall be determined in accordance with this Agreement (the “Estimated Purchase Price Adjustment Amount”). The Sellers’ Statement shall be accompanied by a certification of the Partnership’s authorized manager to the effect that such Sellers’ Statement has been prepared in good faith in accordance with this Agreement based on the books and records of the Partnership and be reasonably satisfactory to Purchaser and Sellers shall provide access to review the books and records of the Partnership in order to determine if Sellers’ Statement is reasonably satisfactory. If the Estimated Purchase Price Adjustment Amount is a negative number, then the Purchase Price payable at Closing shall be decreased by 100% of the absolute value of such amount. If the Estimated Purchase Price Adjustment Amount is a positive number, then the Purchase Price payable at Closing shall be increased by 80% of such amount.
(b) As soon as practicable, but in no event more than 90 days following the Closing, Purchaser shall prepare, or cause to be prepared, and deliver to Sellers, a statement (the “Purchaser’s Statement”) of the actual Purchase Price Adjustment Amount, as of the Closing Date, which shall be determined in accordance with this Agreement. The Purchaser’s Statement shall be accompanied by a certification of an officer of Purchaser to the effect that such Purchaser’s Statement has been prepared in good faith in accordance with this Agreement based on the books and records of the Partnership.
(c) Sellers and Sellers’ accountants shall complete their review of the Purchaser’s Statement and Purchaser’s calculations of the Purchase Price Adjustment Amount within 30 days after delivery thereof by Purchaser. In the event that Sellers determine in good faith that the Purchaser’s Statement has not been prepared in accordance with this Agreement, Sellers shall, on or before the last day of such 30-day period, so inform Purchaser in writing setting forth a specific description of the basis of Sellers’ determination and the adjustments to such Purchaser’s Statement and the corresponding adjustments to the applicable Purchase Price Adjustment Amount that Sellers believe should be made in accordance with this Agreement (a...
Purchase Price Adjustment Amount. (i) If the Final Net Current Assets on the Final Closing Statement is greater than the Estimated Net Current Assets as set forth on the Base Statement, then the difference shall be expressed as a positive number, but if the Final Net Current Assets on the Final Closing Statement is less than the Estimated Net Current Assets as set forth on the Base Statement, then the difference shall be expressed as a negative number (such number, the “Purchase Price Adjustment Amount”).
(ii) If the Purchase Price Adjustment Amount is a negative number, then the Purchase Price shall be decreased by the Purchase Price Adjustment Amount and Seller shall pay to Buyer in cash the amount of such difference. If the Purchase Price Adjustment Amount is a positive number, then the Purchase Price shall be increased by the Purchase Price Adjustment Amount and Buyer shall pay to Seller in cash the amount of such difference. All amounts payable under this Section 3.2(d)(ii) shall be paid within fifteen (15) Business Days of the determination of the Final Closing Statement by wire transfer of immediately available funds to a bank account designated in writing by the recipient not less than one (1) Business Day before such payment.
Purchase Price Adjustment Amount. The net adjustment to the Purchase Price to be made pursuant to Section 1.3.1.
Purchase Price Adjustment Amount shall be equal to the sum of the following:
Purchase Price Adjustment Amount. 2.05(b) Purchaser ...................................... Cover Page Purchaser Indemnified Party .................... 8.02(a) Returnable Refund or Credit .................... 6.07
Purchase Price Adjustment Amount. The term "Purchase Price Adjustment Amount" shall have the meaning set forth in Section 2.6(b).
Purchase Price Adjustment Amount. On the Closing Date, the Partners shall prepare and deliver to the Buyers an estimated unaudited balance sheet of the Partnership, dated as of the Closing Date (the "CLOSING BALANCE SHEET"). The Closing Balance Sheet shall be prepared in accordance with GAAP applied on a basis consistent with the preparation of the Financial Statements (as defined in Section 2.3). In the event [***] being referred to herein as the "PURCHASE PRICE ADJUSTMENT AMOUNT"), the Closing Cash Payment due to the Partners under Section 1.2(a) shall be reduced by the Purchase Price Adjustment Amount, as set forth in Section 1.2(a).
Purchase Price Adjustment Amount. Seller Parties agree and represents that the Purchase Price Adjustment Amount set forth in Schedule 5.07 is (i) equal to Ninety-Eight Thousand One Hundred Forty-One Dollars ($98,141); and (ii) prepared on basis consistent with the Financial Statements.
Purchase Price Adjustment Amount. (a) The consideration for Target’s sale of the Assets to Buyer shall be (i) One Hundred and Ten Million Dollars ($110,000,000) in cash, plus (ii) an amount (which may be a positive or negative number) equal to the Net Working Capital as of the Closing Date minus the Net Working Capital Target (the “Adjustment Amount”) (the “Purchase Price”). The Adjustment Amount shall be calculated without giving effect to the transactions contemplated by this Agreement. The Adjustment Amount shall be determined for the purpose of the Payment (as defined in Section 1.8(b)) in accordance with Section 1.5(b) and shall be subject to adjustment after the Closing Date in accordance with Section 1.9.
(b) On the fifth (5th) business day prior to the Closing Date, Target shall deliver to Buyer Parent (i) an estimate, as of the Closing Date, of the components of the Adjustment Amount (the “Adjustment Amount Estimate”) and (ii) a certificate, in form and substance reasonably satisfactory to Buyer Parent, executed by the Chief Executive Officer and the Chief Financial Officer of Target, stating that the Adjustment Amount Estimate has been prepared in good faith and in accordance with GAAP (subject to the absence of footnotes) and on a basis consistent with the accounting policies, practices, procedures and principles used in preparing the audited balance sheets included in the Financial Statements. Buyer Parent and its Representatives shall be given timely access to all supporting work papers, payoff letters, invoices (to the extent not subject to an attorney-client privilege) and any other documentation used in preparation of the Adjustment Amount Estimate and other estimates provided for in this Section 1.5(b) for the purpose of verifying their accuracy and compliance with the definitions herein. With the consent of Buyer Parent, which consent shall not be unreasonably withheld, conditioned or delayed, Target may submit, prior to the Closing, a revised Adjustment Amount Estimate, together with the supporting work papers, payoff letters, invoices and other documentation described above as well as the corresponding certificate of the Chief Executive Officer and the Chief Financial Officer provided for above, in which case such revised Adjustment Amount Estimate and other estimates shall be used in calculating the Payment called for by Section 1.8(b).
(c) The Purchase Price shall be allocated among the Assets in accordance with a schedule which shall be prepared by Buyer and Target w...
Purchase Price Adjustment Amount. In the event no notice is received by Buyer during such 15 business day period, the calculation of the Purchase Price Adjustment Amount shall be deemed accepted by the Selling Stockholders and final and binding on the parties.