Common use of Adjustment Procedure Clause in Contracts

Adjustment Procedure. Promptly following the first anniversary of the Closing Date, but in no event later than 90 (ninety) Business Days following such anniversary, Purchaser shall (a) calculate the Proposed Final EBIT in accordance with Italian GAAP, on the basis of Exhibit 2.04, consistently applied with the practices used in the preparation Historical EBIT, (b) submit to Sellers, the Proposed Final EBIT and (c) allow access to such documents, records and back-up materials pertaining or relating to the Proposed Final EBIT, including, without limitation, the financial statements and the management accounts of the Company as well as the respective audit reports as Sellers shall reasonably request. In the event Sellers dispute the correctness of the Proposed Final EBIT, Sellers shall notify Purchaser of their objections within 20 (twenty) Business Days after receipt of Purchaser's calculation of the Proposed Final EBIT and shall set forth in writing and in reasonable detail, the reasons for Sellers' Objection. If Sellers fail to deliver such notice of Sellers' Objection within such time, Sellers shall be deemed to have accepted the Proposed Final EBIT, which shall then be binding for the Parties and shall constitute the final and binding Final EBIT for purpose of determining whether the Earn Out Amount shall be due. Sellers and Purchaser shall endeavor in good faith to resolve Sellers' Objection within 15 (fifteen) Business Days after Purchaser's receipt of Sellers' notice of Sellers' Objection. If they are unable to do so, each of the Parties shall be entitled to retain the Expert as expert arbitrator to independently determine the Final EBIT, in accordance with this Section and Exhibit 2.04 by notifying the other Party of such retention and by providing to the Expert such documents, records and back-up materials pertaining or relating to the Proposed Final EBIT. The Expert shall within 20 (twenty) Business Days of receipt of the notice of its appointment or such other period as the Expert reasonably determines deliver the determination of the Final EBIT to the Parties for purposes of determination of whether the Earn-Out Amount is due. The Expert shall determine the procedure in accordance with the principles of due process of law. In the event that the Proposed Final EBIT was less than the EBIT Threshold and the Expert determines that the Final EBIT is more than the EBIT Threshold, the costs and expenses of the Expert shall be borne by the Purchaser. In the event that either (i) the Proposed Final EBIT was greater than the EBIT Threshold or (ii) the Proposed Final EBIT was less than the EBIT Threshold and the Final EBIT as determined by the Expert is less than the EBIT Threshold, the costs and expenses of the Expert shall be borne by the Sellers. Should neither Party retain the Expert within 30 (thirty) Business Days after Purchaser's receipt of Sellers' notice of Sellers' Objection, the Proposed Final EBIT shall be the binding and Final EBIT for purposes of determining whether the Earn-Out Amount is due.

Adjustment Procedure. Promptly following Buyer shall deliver to the first anniversary Shareholders no later than ten (10) business days after expiration of each quarter during the GP Period its calculations of the Closing Date, but in no event later than 90 GP Adjustment Amount and the Actual Quarterly Earn-Out Payment for such quarter and such other supporting materials reasonably necessary to allow the Shareholders to validate such GP Adjustment Amount and such Actual Quarterly Earn-Out Payment (ninety) Business Days following such anniversary, Purchaser shall (a) calculate the Proposed Final EBIT in accordance with Italian GAAP, on the basis of Exhibit 2.04, consistently applied with the practices used in the preparation Historical EBIT, (b) submit to Sellerscollectively, the Proposed Final EBIT and (c) allow access to such documents, records and back“Earn-up materials pertaining or relating to the Proposed Final EBIT, including, without limitation, the financial statements and the management accounts of the Company as well as the respective audit reports as Sellers shall reasonably request. In the event Sellers dispute the correctness of the Proposed Final EBIT, Sellers shall notify Purchaser of their objections within 20 (twenty) Business Days after receipt of Purchaser's calculation of the Proposed Final EBIT and shall set forth in writing and in reasonable detail, the reasons for Sellers' Objection. If Sellers fail to deliver such notice of Sellers' Objection within such time, Sellers shall be deemed to have accepted the Proposed Final EBIT, which shall then be binding for the Parties and shall constitute the final and binding Final EBIT for purpose of determining whether the Earn Out Amount shall be due. Sellers and Purchaser shall endeavor in good faith to resolve Sellers' Objection within 15 (fifteen) Business Days after Purchaser's receipt of Sellers' notice of Sellers' Objection. If they are unable to do so, each of the Parties shall be entitled to retain the Expert as expert arbitrator to independently determine the Final EBIT, in accordance with this Section and Exhibit 2.04 by notifying the other Party of such retention and by providing to the Expert such documents, records and back-up materials pertaining or relating to the Proposed Final EBITMaterials”). The Expert shall within 20 (twenty) Business Days of receipt of the notice of its appointment or such other period as the Expert reasonably determines deliver the determination of the Final EBIT to the Parties for purposes of determination of whether auditors preparing the Earn-Out Amount is dueMaterials will be auditors selected by Buyer. Upon receipt of the Earn-Out Materials, the Shareholders shall have five (5) business days to review the Earn-Out Materials (the “GP Objection Period”). The Expert Earn-Out Materials and the calculations pertaining to each GP Adjustment Amount and each Actual Quarterly Earn-Out Payment shall determine be conclusive and binding on the procedure in accordance parties unless the Shareholders provide the Buyer with written notice (a “GP Objection Notice”) within the principles of due process of lawGP Objection Period that the Shareholders dispute such computations. In the event that a GP Objection Notice is provided to Buyer within the Proposed Final EBIT was less than the EBIT Threshold GP Objection Period, Buyer and the Expert determines that Shareholders shall use best efforts to resolve the Final EBIT is more than the EBIT Threshold, the costs and expenses dispute within ten (10) business days of Buyer’s receipt of the Expert shall be borne by the PurchaserGP Objection Notice. In the event that either (i) the Proposed Final EBIT was greater than the EBIT Threshold or (ii) the Proposed Final EBIT was less than the EBIT Threshold If Buyer and the Final EBIT as determined by Shareholders are unable to agree upon the Expert is less than dispute within such ten (10) business day period, Buyer and the EBIT Threshold, the costs and expenses of the Expert shall be borne by the Sellers. Should neither Party retain the Expert within 30 (thirtyShareholders agree to resolve such dispute in accordance with Section 2.2(d) Business Days after Purchaser's receipt of Sellers' notice of Sellers' Objection, the Proposed Final EBIT shall be the binding and Final EBIT for purposes of determining whether the Earn-Out Amount is duebelow.

Adjustment Procedure. Promptly A. Sellers will cooperate with BDO Xxxxxxx, L.L.P., the Buyer's certified public accountants, in the preparation of audited financial statements ("Measurement Date Financial Statements") of the Acquired Company as of October 31, 1997, and for the period from the date of the Balance Sheet through October 31, 1997, including a computation of consolidated stockholders' equity as of October 31, 1997. The cost of this audit will be paid by Buyer and BDO Xxxxxxx, L.L.P. shall complete the Measurement Date Financial Statements no later than March 31, 1998, and deliver the statements to Sellers. Sellers shall review the Measurement Date Financial Statements with Buyer and attempt to resolve any objections. If within thirty (30) days following their receipt of the Measurement Date Financial Statements, Xxxx X. Xxxxx, on behalf of Sellers, has not given Buyer final notice of his objection to the Measurement Date Financial Statements (such final notice must contain a statement of the basis of Sellers' objection and that the notice is "final"), then the consolidated stockholders' equity reflected in the Measurement Date Financial Statements will be used in computing the Adjustment Amount. If Sellers give such notice of objection, then the issues in dispute will be submitted to Deloitte & Touche, certified public accountants (the "Accountants"), for resolution. If issues in dispute are submitted to the Accountants for resolution: (i) Each party will furnish to the Accountants such work papers and other documents and information relating to the disputed issues as the Accountants may request and are available to that party or its Subsidiaries (or its independent public accountants) and will be afforded the opportunity to present to the Accountants any material relating to the determination and to discuss the determination with the Accountants; (ii) The determination (which shall be made within sixty (60) days following delivery of such notice of objection) by the Accountants, as set forth in a notice delivered to both parties by the Accountants, will be binding and conclusive on the parties; and (iii) Buyer and Sellers will each bear fifty percent (50%) of the fees of the Accountants for such determination. B. On the tenth (10th) business day following the first anniversary final determination of the Adjustment Amount, if the Adjustment Amount is greater than $283,436.00 Buyer will pay the difference to Sellers, and if the Adjustment Amount is less than $283,436.00, Sellers will pay the difference to Buyer. All payments will be made together with simple interest at the Wall Street Journal prime rate on the Closing Date, but Date beginning on the Closing Date and ending on the date of payment. Payments must be made in no event later than 90 (ninety) Business Days following immediately available funds. Payments to Sellers must be made in the manner and will be allocated in the proportions set forth in Section 2.4.B.(i). Payments to Buyer must be made by wire transfer to such anniversary, Purchaser shall (a) calculate the Proposed Final EBIT bank account as Buyer will specify in accordance with Italian GAAP, on the basis of Exhibit 2.04, consistently applied with the practices used in the preparation Historical EBIT, (b) submit to Sellers, the Proposed Final EBIT and (c) allow access to such documents, records and back-up materials pertaining or relating to the Proposed Final EBIT, including, without limitation, the financial statements and the management accounts of the Company as well as the respective audit reports as Sellers shall reasonably request. In the event Sellers dispute the correctness of the Proposed Final EBIT, Sellers shall notify Purchaser of their objections within 20 (twenty) Business Days after receipt of Purchaser's calculation of the Proposed Final EBIT and shall set forth in writing and in reasonable detail, the reasons for Sellers' Objection. If Sellers fail to deliver such notice of Sellers' Objection within such time, Sellers shall be deemed to have accepted the Proposed Final EBIT, which shall then be binding for the Parties and shall constitute the final and binding Final EBIT for purpose of determining whether the Earn Out Amount shall be due. Sellers and Purchaser shall endeavor in good faith to resolve Sellers' Objection within 15 (fifteen) Business Days after Purchaser's receipt of Sellers' notice of Sellers' Objection. If they are unable to do so, each of the Parties shall be entitled to retain the Expert as expert arbitrator to independently determine the Final EBIT, in accordance with this Section and Exhibit 2.04 by notifying the other Party of such retention and by providing to the Expert such documents, records and back-up materials pertaining or relating to the Proposed Final EBIT. The Expert shall within 20 (twenty) Business Days of receipt of the notice of its appointment or such other period as the Expert reasonably determines deliver the determination of the Final EBIT to the Parties for purposes of determination of whether the Earn-Out Amount is due. The Expert shall determine the procedure in accordance with the principles of due process of law. In the event that the Proposed Final EBIT was less than the EBIT Threshold and the Expert determines that the Final EBIT is more than the EBIT Threshold, the costs and expenses of the Expert shall be borne by the Purchaser. In the event that either (i) the Proposed Final EBIT was greater than the EBIT Threshold or (ii) the Proposed Final EBIT was less than the EBIT Threshold and the Final EBIT as determined by the Expert is less than the EBIT Threshold, the costs and expenses of the Expert shall be borne by the Sellers. Should neither Party retain the Expert within 30 (thirty) Business Days after Purchaser's receipt of Sellers' notice of Sellers' Objection, the Proposed Final EBIT shall be the binding and Final EBIT for purposes of determining whether the Earn-Out Amount is due11.4.

Adjustment Procedure. Promptly following the first anniversary of (a) Within thirty (30) days after the Closing Date, but in no event later than 90 the Shareholders (ninetyat their own expense) Business Days following such anniversary, Purchaser shall (a) caused to be prepared and delivered to Buyer their calculation of the 1997 EBIT. Buyer and Road Rescue agree to cooperate fully with the Shareholders and to provide the Shareholders with access to all records of Road Rescue for purpose of computing the 1997 EBIT. Buyer or its representatives shall have the right to review all work papers and procedures used by the Shareholders to calculate the Proposed Final EBIT in accordance with Italian GAAP, on the basis of Exhibit 2.04, consistently applied with the practices used in the preparation Historical 1997 EBIT, . (b) submit Within fourteen (14) days after the Shareholders' delivery of their calculation of the 1997 EBIT, Buyer shall notify the Shareholders in writing of its acceptance of such calculation or its claims that the calculation is not accurate, setting forth in reasonable detail the basis for such claim. If notice of disagreement is not given within such 14-day period, then the 1997 EBIT as calculated and delivered by the Shareholders to SellersBuyer shall be used for determining the adjustment payment, the Proposed Final EBIT and if any. (c) allow access If Buyer makes a claim of disagreement within such 14-day period, Buyer and the Shareholders shall use their best efforts to such documentsresolve their dispute and agree upon a revised 1997 EBIT. If agreement cannot be reached within fifteen (15) days of Buyer making its claim, records the Shareholders and back-up materials pertaining or relating Buyer shall jointly retain a mutually acceptable public accounting firm to resolve the dispute. Such accounting firm shall resolve the dispute within thirty (30) days of its appointment and its decision as to the Proposed Final EBIT, including, without limitation, the financial statements and the management accounts of the Company as well as the respective audit reports as Sellers shall reasonably request. In the event Sellers dispute the correctness of the Proposed Final EBIT, Sellers shall notify Purchaser of their objections within 20 (twenty) Business Days after receipt of Purchaser's calculation of the Proposed Final correct 1997 EBIT and shall set forth in writing and in reasonable detail, the reasons for Sellers' Objection. If Sellers fail to deliver such notice of Sellers' Objection within such time, Sellers shall be deemed to have accepted the Proposed Final EBIT, which shall then be binding for the Parties and shall constitute the final and binding Final EBIT for purpose of determining whether the Earn Out Amount on all parties and shall be dueused for determining the adjustment payment, if any. Sellers Fees and Purchaser shall endeavor in good faith to resolve Sellers' Objection within 15 (fifteen) Business Days after Purchaser's receipt charges of Sellers' notice of Sellers' Objection. If they are unable to do so, each of the Parties such accounting firm shall be entitled to retain the Expert as expert arbitrator to independently determine the Final EBIT, in accordance with this Section and Exhibit 2.04 by notifying the other Party of such retention and by providing to the Expert such documents, records and backpaid one-up materials pertaining or relating to the Proposed Final EBIT. The Expert shall within 20 (twenty) Business Days of receipt of the notice of its appointment or such other period as the Expert reasonably determines deliver the determination of the Final EBIT to the Parties for purposes of determination of whether the Earn-Out Amount is due. The Expert shall determine the procedure in accordance with the principles of due process of law. In the event that the Proposed Final EBIT was less than the EBIT Threshold and the Expert determines that the Final EBIT is more than the EBIT Threshold, the costs and expenses of the Expert shall be borne half by the Purchaser. In the event that either (i) the Proposed Final EBIT was greater than the EBIT Threshold or (ii) the Proposed Final EBIT was less than the EBIT Threshold Shareholders and the Final EBIT as determined one-half by the Expert is less than the EBIT Threshold, the costs and expenses of the Expert shall be borne by the Sellers. Should neither Party retain the Expert within 30 (thirty) Business Days after Purchaser's receipt of Sellers' notice of Sellers' Objection, the Proposed Final EBIT shall be the binding and Final EBIT for purposes of determining whether the Earn-Out Amount is dueBuyer.