Base Purchase Price Adjustment. The Closing Balance Sheet ------------------------------ shall be deemed final for the purposes of this Section 2.08 upon the earlier of (i) the failure of the Purchaser to notify the Seller of a dispute within 45 Business Days of the Seller's delivery of the Closing Balance Sheet to the Purchaser and (ii) the resolution of all disputes pursuant to Section 2.08(b)(ii). Within three Business Days of the Closing Balance Sheet being deemed final, a Base Purchase Price adjustment shall be made as follows:
Base Purchase Price Adjustment. 2.3.1 No later than two (2) Business Days prior to the Closing Date, (a) the Company shall prepare and deliver to Buyer a statement setting forth its reasonably detailed good faith estimate as of the open of business on the Closing Date of the Working Capital (the “Estimated Working Capital”) and (b) the Members shall deliver a certificate signed by Xxxxx X. Xxxx and Xxxxx Xxx, certifying that such statement was prepared in accordance with the definition of Working Capital and procedures set forth in Annex II. Upon receipt of the statement and certificate referred to in the immediately preceding sentence, and in connection with Buyer’s review of such statement, Buyer and its Representatives shall be given reasonable access, during normal business hours and upon reasonable notice, to (a) all of the books and records of the Company relating to such statement, including a copy of the schedules, computations and workpapers of the Company used in connection with such statement, and (b) the finance personnel of the Company.
Base Purchase Price Adjustment. (a) For the purpose of determining the Purchase Price and the Base Purchase Price payable at Closing, not less than five (5) Business Days prior to the Closing Date, the Seller shall cause to be prepared and delivered to Buyer a statement (the “Estimated Closing Statement”) setting forth a good faith estimate of the Net Working Capital as of the Effective Time (the “Estimated Net Working Capital”) and the Estimated Cash, including the components and calculation thereof determined in accordance with this Section 2.05. The Estimated Closing Statement shall be subject to review by Buyer, and the Parties shall cooperate in good faith to resolve any dispute regarding the Estimated Closing Statement prior to the Closing; provided, however, that if any item of dispute regarding the Estimated Closing Statement and the calculations set forth therein is not resolved by agreement in writing among the Parties by the second Business Day prior to the Closing Date, then the Seller’s estimate of such disputed item, together with any resolved disputed items, shall be used solely for purposes of determining the Estimated Net Working Capital and Estimated Cash.
Base Purchase Price Adjustment. The Base Purchase Price payable to Seller at Closing is based on the following initial valuations and shall be subject to adjustment as set forth in this Section 3.3:
Base Purchase Price Adjustment. 4.2.1 The Parties agree that the Base Purchase Price shall be adjusted for the difference by which the actual amounts in respect of the following items as of the Closing Date exceed or fall short of the amounts assumed by the Parties as of the Signing Date (and taken into account for purposes of calculating the Base Purchase Price): EXECUTION COPY Project Kronos 19 | 76
Base Purchase Price Adjustment. 9 2.7 ALLOCATION OF BASE PURCHASE PRICE................................10 ARTICLE 3 - CLOSING, ITEMS TO BE DELIVERED, THIRD PARTY CONSENTS, AND FURTHER ASSURANCES........................................10
Base Purchase Price Adjustment. (a) Promptly following the end of the 12th full calendar month after the Closing Date, Buyer shall prepare an income statement of the operations of the Business for such 12 month period for the customers and programs listed on Schedule 2.6.2(a); provided, however, that the portion of the revenue and expense included in such income statement with respect to such customers and programs shall be only the applicable percentage listed on Schedule 2.6.2(a). If earnings before interest, taxes and amortization ("EBITA"), calculated in accordance with GAAP but (i) using Seller's employee benefit costs (including profit sharing) and without taking into account any increased employee benefits costs of Buyer or potential changes to employee benefits by Buyer or their resulting impact on cost and (ii) without regard to extraordinary items, for such twelve month period exceeds $4,455,000 (the "EBITA Target"), then Buyer shall pay to Seller by wire transfer of immediately available funds three times the amount by which EBITA exceeds the EBITA Target. If EBITA for such twelve month period is less than the EBITA Target, then EFTC shall pay to Buyer by wire transfer of immediately available funds three times the amount by which the EBITA Target exceeds EBITA. The amount of the payment to be made by Buyer or EFTC, as appropriate, (i) shall in no event exceed $2,500,000, (ii) shall be made by Buyer or EFTC, as appropriate, within four months following the end of such twelve month period, and (iii) shall not be limited by the proviso in Section 2.6.1(a).
Base Purchase Price Adjustment. (a) It is the intent of the Parties hereto that:
Base Purchase Price Adjustment. (a) The Working Capital Base Purchase Price Adjustment shall be either: (i) the amount, if any, by which the Closing Net Working Capital exceeds the Benchmark Net Working Capital calculated in SCHEDULE 2.4(a), which amount will increase the Base Purchase Price, or (ii) the amount, if any, by which Benchmark Net Working Capital exceeds Closing Net Working Capital, which amount will decrease the Base Purchase Price. Fintube's methodology in computing its reserves and accruals has been reviewed by Purchaser and is acceptable to Purchaser. The IRB Debt Base Purchase Price Adjustment shall be the amount, if any, of the IRB Debt assumed by Purchaser on the Closing Date, which amount will decrease the Base Purchase Price. The Working Capital Base Purchase Price Adjustment and the IRB Debt Base Purchase Price Adjustment are collectively called the Base Purchase Price Adjustment ("BASE PURCHASE PRICE ADJUSTMENT").
Base Purchase Price Adjustment. The Base Purchase Price is reduced by the sum of all Assumed Indebtedness at the Closing Date which total $11,000,000 (the “Adjusted Base Purchase Price”). The term “Assumed Indebtedness” means current outstanding bank debt, purchase money debt, and capital leases remaining in the Companies following the closing and is set forth in the Seller Disclosure Schedule (as defined below). The adjustment to the Base Purchase Price under this Section 1.3 is made to the portion of the Base Purchase Price described in Section 1.2(b) hereof.
