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Purchase Price Adjustment Clauses in Business Sales

Acquiring, selling or investing in a company requires clarity about the assets acquired and risks assumed. A business price may change according to debt, cash, working capital or other values measured at closing.

What to keep in mind

Define accounting methodology, reference date, sample calculations, dispute procedure, access to records and payment of adjustments.

An unclear adjustment formula can undermine certainty even when the base price is agreed.

Distinctions often confused

A closing accounts adjustment is different from an earn-out linked to future performance.

Frequently asked questions

Can the final price differ from the headline amount?
Yes, if the contractual adjustment terms so provide.
Who resolves a dispute over the final calculation?
The agreement may designate independent accountants or another appropriate mechanism.

Informational content. It is not a substitute for professional advice.