Common use of Transaction Expenses Adjustment Clause in Contracts

Transaction Expenses Adjustment. (i) If the Closing Date Transaction Expenses (as finally determined pursuant to Section 2.3) exceeds the Estimated Closing Date Transaction Expenses, then the Purchase Price shall be decreased on a dollar-for-dollar basis by a dollar amount equal to the amount of such excess; and (ii) if the Estimated Closing Date Transaction Expenses exceeds the Closing Date Transaction Expenses (as finally determined pursuant to Section 2.3), then the Purchase Price shall be increased on a dollar-for-dollar basis by a dollar amount equal to the amount of such deficit; provided, however, for the avoidance of doubt, that if the Closing Date Transaction Expenses (as finally determined pursuant to Section 2.3) is equal to the Estimated Closing Date Transaction Expenses, no adjustment to the Purchase Price shall be made by the parties pursuant to this Section 2.4(c).

Appears in 2 contracts

Sources: Stock Purchase Agreement (Veritiv Corp), Stock Purchase Agreement (Icu Medical Inc/De)

Transaction Expenses Adjustment. (i) If the Estimated Closing Date Transaction Expenses (as finally determined pursuant to Section 2.3) exceeds the Estimated Closing Date Transaction Expenses, then the Purchase Price Buyer shall be decreased on a dollar-for-dollar basis by a dollar amount equal pay to the each Seller an amount of such excessexcess in accordance with each Seller’s Aggregate Percentage Interest; and (ii) if the Estimated Closing Date Transaction Expenses exceeds the Estimated Closing Date Transaction Expenses (as finally determined pursuant to Section 2.3), then the Purchase Price Buyer shall be increased on a dollar-for-dollar basis by a dollar paid an amount equal to the amount of such deficitexcess from the Adjustment Escrow; provided, however, for the avoidance of doubt, that if the Closing Date Transaction Expenses (as finally determined pursuant to Section 2.3) is equal to the Estimated Closing Date Transaction Expenses, no adjustment to the Purchase Price payments shall be made by the parties pursuant to this Section 2.4(c2.4(d).

Appears in 1 contract

Sources: Stock Purchase Agreement (Impax Laboratories Inc)