Purchase Price Reconciliation Clause Samples

The Purchase Price Reconciliation clause establishes a process for adjusting the final purchase price of a transaction after closing, based on actual financial results compared to estimates or targets set at the time of signing. Typically, this involves a post-closing review of items such as working capital, cash, debt, or other financial metrics, with the parties agreeing to increase or decrease the purchase price accordingly. This clause ensures that the final price accurately reflects the true financial position of the business at closing, thereby preventing overpayment or underpayment and resolving discrepancies between estimated and actual values.
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Purchase Price Reconciliation. Seller shall deliver to Purchaser, no more than 5 Business Days after either the Sale Date or, in the case of a Statistical Mortgage Loan Securitization, the Funding Date, a Reconciliation Notice setting forth the Final Purchase Price relating to the Securities sold to Purchaser on the last preceding Sale Date. In connection with each Reconciliation Notice, Seller shall provide Purchaser such information as shall demonstrate to Purchaser's reasonable satisfaction the method and data (including the Modeling Assumptions) used by Seller to calculate the Final Purchase Price. If the applicable Final Purchase Price is greater than the applicable Preliminary Purchase Price, Purchaser shall pay to Seller an amount equal to the difference plus interest on such amount at a rate of 10% per annum accruing from the date 20 days following the Sale Date to the date of payment thereof. If the applicable Preliminary Purchase Price is greater than the applicable Final Purchase Price, Seller shall either (i) pay to Purchaser an amount equal to the difference plus interest on such amount at a rate of 10% per annum accruing from the Sale Date to the date of payment thereof, or (ii) retain the difference, which amount, plus interest thereon accrued at a rate of 10% per annum accruing from the Sale Date to the next succeeding Sale Date, will be applied against the Maximum Amount. Any payment pursuant to this Section shall be made on or before the 14th Business Day following the date of the delivery of the Reconciliation Notice in accordance with the wire instructions provided to the paying party by the party to which any such payment is owed.
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Purchase Price Reconciliation. (a) Upon receipt of the Purchase Price Calculation in accordance Section 2.4(a)(i), Buyer shall have ten (10) days to review such Purchase Price Calculation and to give Sellers written notice of its objection to any item or calculation contained therein, specifying in reasonable detail all disputed items and the basis therefor (a “Dispute Notice”). During such ten (10) day period, the Sellers shall promptly provide to Buyer any information reasonably requested, as and when available, concerning the Purchase Price Calculation and any of the information described in Section 9.2(f). If Buyer concurs with the Purchase Price Calculation, or otherwise does not give Sellers a Dispute Notice within such ten (10) day period, such Purchase Price Calculation shall be deemed final and conclusive with respect to the determination of the Purchase Price, and shall be binding on the Parties for all purposes under this Agreement, provided that in the event that any Party discovers an error relating to the Purchase Price Calculation subsequent to such date but prior to the Closing Date, the discovering Party shall promptly notify the other Parties and the Sellers shall deliver a revised Purchase Price Calculation to Buyer, and Buyer shall have an additional five (5) days to review. (b) If Buyer delivers to Sellers a Dispute Notice objecting to any items or calculations contained in the Purchase Price Calculation within the applicable ten (10) day period, the Parties shall meet within five (5) days following the date of the Dispute Notice (the “Resolution Period”) and shall attempt in good faith to resolve such objections and any written resolution by them as to any disputed amount shall be deemed final and conclusive with respect to the determination of the Purchase Price, and shall be binding on the Parties for all purposes under this Agreement, provided that in the event that any Party discovers an error relating to the Purchase Price Calculation subsequent to the applicable ten (10) day period but prior to the Closing Date, the discovering Party shall promptly notify the other Parties and the Sellers shall deliver a revised Purchase Price Calculation to Buyer, and Buyer shall have an additional five (5) days to review. Except as contemplated by the immediately preceding proviso, any amounts that were not timely disputed pursuant to a Dispute Notice (or if so disputed, subsequently resolved) may not be disputed absent manifest error or fraud. (c) If the Parties are unable...
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Purchase Price Reconciliation. (a) Based on the assumptions set forth in Section 3.1(b) below, and subject to the remaining terms of this Agreement, the aggregate purchase price for the Purchased Assets plus the Non-Transferring Inventory shall be Seventy-Five Million Dollars ($75,000,000.00), of which an amount of Sixty-Nine Million Eight Hundred Ninety-Three Thousand Eight Hundred Fourteen Dollars ($69,893,814) shall be the purchase price for the Purchased Assets payable under this Agreement (the “Purchase Price”). In addition to paying the Purchase Price, Buyer shall assume and be responsible for satisfying the Assumed Liabilities. (b) The Purchase Price is based on the following amounts being present at Closing at the Effective Time: (i) An immediately available cash balance of Four Million Dollars ($4,000,000) being on deposit with ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, New York; account number 406310123, in the name of Amnis Corporation, and that such cash balance is free of Encumbrances. (ii) The total Dollar amount of all Inventory and Affiliated Inventory is Six Million Nine Hundred Sixty-Six Thousand Nine Hundred Forty-Six Dollars ($6,966,946). (iii) The total amount of the obligations of the Business under the category of “Service Contracts-Prepayments” from the customers of the Business (as such amount is historically calculated and reported in the ordinary course of the Business, is Four Million Three Hundred Eighty-Two Thousand Seven Dollars ($4,382,007). (iv) The amount of Purchased Assets set forth in Schedule 2.1(c)(iii) is zero ($0). (v) The amount of the accounts receivable and notes receivable of Amnis which are excluded from the Excluded Assets pursuant to Section 2.2(c) and thus included in the Purchased Assets is zero ($0). (vi) The amount of the trade accounts payable of Amnis which are excluded from the Excluded Liabilities pursuant to Section 2.4(c) and thus included in the Assumed Liabilities is zero ($0). (c) Within forty-five (45) days following the Closing, the Parties shall determine any differences in the amounts in clauses (b)(i) through (b)(vi) above between the Agreement Date, as such amounts are set forth above and the Effective Time and reconcile the Purchase Price. Any increase from the amounts stipulated in clauses (b)(i), (b)(ii) and (b)(v), and any decrease from the amounts stipulated in clauses (b)(iii), (b)(iv) and (b)(vi), shall serve to increase the Purchase Price. Correspondingly, any decrease from the amounts stipulated in clauses (b)(i), (b)(ii) and (b)(v) and ...
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Purchase Price Reconciliation. It is the intention of the parties hereto that Seller shall operate the Purchased Assets for its own account until 11:59 p.m. on the date prior to the Closing Date, and that Buyer shall operate the Purchased Assets for its own account from and after 12:00 a.m. on the Closing Date (the “Effective Time”). Accordingly the operating expenses (solely to the extent relating to the Assumed Liabilities and excluding Taxes and any items of expense that are Retained Liabilities) relating to the Purchased Assets shall be pro-rated as of the Effective Time, with the Seller liable for such amounts to the extent related to any time-period prior to the Effective Time and Buyer liable for such amounts to the extent related to periods from and after the Effective Time. The net amount of all such prorations shall be settled and paid on the Closing Date (to the extent able to be calculated as of the Closing Date) or as soon thereafter as reasonably possible. Buyer shall prepare and deliver to Seller, on or before the date that is forty five (45) days from the Closing Date, a reconciliation statement detailing the prorations described in this sentence, and Buyer shall pay to Seller, or the Seller shall pay to Buyer, the net amounts due such party within ten (10) days following receipt of such reconciliation statement unless Seller objects in writing to such statement, in which case the parties shall promptly meet and endeavor in good faith to resolve such dispute as expeditiously as possible.
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Related to Purchase Price Reconciliation

  • Account Reconciliation You will verify and reconcile any out-of-balance condition, and promptly notify the Credit Union of any errors within the time periods established in the Membership and Account Agreement after receipt of your account statement. If notified within such period, the Credit Union shall correct and resubmit all erroneous files, reports, and other data at the Credit Union's then standard charges, or at no charge, if the erroneous report or other data directly resulted from the Credit Union's error.

  • Contract Reconciliation Grantee, within 45 calendar days after the end of each fiscal term year, will submit to the System Agency email box, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇▇▇.▇▇.▇▇, financial and reconciliation reports required by System Agency in forms as determined by System Agency.

  • Reconciliation In the event that the Corporate Taxpayer and a Member are unable to resolve a disagreement with respect to the matters governed by Sections 2.03, 3.01(b), 4.02 and 6.02 within the relevant period designated in this Agreement (“Reconciliation Dispute”), the Reconciliation Dispute shall be submitted for determination to a nationally recognized expert (the “Expert”) in the particular area of disagreement mutually acceptable to both parties. The Expert shall be a partner or principal in a nationally recognized accounting or law firm, and unless the Corporate Taxpayer and such Member agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or such Member or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International Chamber of Commerce Centre for Expertise. The Expert shall resolve any matter relating to the Exchange Basis Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto within thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within fifteen (15) calendar days or as soon thereafter as is reasonably practicable, in each case after the matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before any payment that is the subject of a disagreement would be due (in the absence of such disagreement) or any Tax Return reflecting the subject of a disagreement is due, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayer, subject to adjustment or amendment upon resolution. The costs and expenses relating to the engagement of such Expert or amending any Tax Return shall be borne by the Corporate Taxpayer, except as provided in the next sentence. The Corporate Taxpayer and such Member shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such Member’s position, in which case the Corporate Taxpayer shall reimburse such Member for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member shall reimburse the Corporate Taxpayer for any reasonable out-of-pocket costs and expenses in such proceeding. Any dispute as to whether a dispute is a Reconciliation Dispute within the meaning of this Section 7.09 shall be decided by the Expert. The Expert shall finally determine any Reconciliation Dispute and the determinations of the Expert pursuant to this Section 7.09 shall be binding on the Corporate Taxpayer and such Member and may be entered and enforced in any court having jurisdiction.

  • Annual Reconciliation At the end of each Expense Year or as soon as practicable following the end of each Expense Year, Landlord shall deliver to Tenant a statement (the “Annual Reconciliation”) of: (a) the actual annual Operating Expenses and Tenant’s Percentage of Operating Expenses for the preceding year, and (b) the actual annual Real Property Taxes and Tenant’s Percentage of Real Property Taxes for the preceding year. If for any year, the sum of Tenant’s Percentage of Operating Expenses and Tenant’s Percentage of Real Property Taxes (as specified in the Annual Reconciliation) is less than the total amount of the estimated payments made by Tenant under Section 6.3.1 above for such year, then any such overpayment, or overpayments, shall be credited toward the monthly Rent next falling due after determination by Landlord of such overpayment, or overpayments (or if the Term shall have expired or terminated, shall be refunded to Tenant in a lump sum payment within thirty (30) days following the Tenant’s receipt of such Annual Reconciliation). Similarly, if for any year, the sum of Tenant’s Percentage of Operating Expenses and Tenant’s Percentage of Real Property Taxes (as specified in the Annual Reconciliation) is more than the total amount of the estimated payments made by Tenant under Section 6.3.1 above for such year, then any such underpayment, or underpayments, shall be paid by Tenant to Landlord concurrently with the next regular monthly Basic Rent payment coming due after Tenant’s receipt of the Annual Reconciliation (or if the Term shall have expired or terminated, within thirty (30) days following the Tenant’s receipt of such Annual Reconciliation).

  • Estimates and Reconciliation of Estimates Where estimated expenditures are used to determine the amount of the drawdown, the State will indicate in the terms of the State unique funding technique how the estimated amount is determined and when and how the State will reconcile the difference between the estimate and the State's actual expenditures.