Adjustment to Preliminary Purchase Price. The Preliminary Purchase Price will be adjusted as follows:
(i) If the Working Capital exceeds the Estimated Working Capital, the Buyer shall pay to the Seller an amount equal to such excess by wire transfer or delivery of other immediately available funds within three business days after the date on which the Working Capital is finally determined pursuant to Section 2(e) above.
(ii) If the Working Capital is less than the Estimated Working Capital, the Seller shall pay to the Buyer an amount equal to such deficiency by wire transfer or delivery of other immediately available funds within three business days after the date on which the Working Capital finally is determined pursuant to Section 2(e) above.
(iii) The Parties understand, acknowledge and agree that the Escrow Fund is being established not for the purpose of funding any purchase price adjustment owing by the Seller, but rather to provide security to the Buyer for the purpose of securing the Seller's performance of its indemnification obligations hereunder. Each of the Parties understands, acknowledges and agrees that its failure or refusal to pay promptly any amount due to the other Party under this Section 2(f) shall be a breach of this Agreement. Further, Seller understands, acknowledges and agrees that the Seller's obligation to pay any amount due under Section 2(f)(ii) shall not be subject to the minimum threshold set forth in Section 8(b)(i) below. Notwithstanding the foregoing, the Parties shall be entitled to assert a claim for any amount due under this Section 2(f) (along with any related attorneys' fees, costs and expenses) pursuant to the terms of the Escrow Agreement. The Preliminary Purchase Price as so adjusted is referred to herein as the "PURCHASE PRICE."
Adjustment to Preliminary Purchase Price. Any payment made under Article VI shall constitute an adjustment to the Preliminary Purchase Price for all purposes, including federal, state and local Tax as well as financial accounting purposes, except as otherwise required by GAAP for financial accounting purposes only.
Adjustment to Preliminary Purchase Price. The Preliminary Purchase Price will be adjusted as follows:
(i) If the Net Working Capital exceeds, by an amount in excess of $500,000, the Estimated Net Working Capital, the Buyer will pay to the Solo Parties an amount equal to the difference between (A) such excess minus (B) $500,000, by wire transfer or delivery of other immediately available funds within three business days after the date on which the Net Working Capital is finally determined pursuant to Section 2(f) above. This additional amount shall be allocated among the Solo Parties in accordance with Section 2(c) of the Disclosure Schedule. In the event that the Net Working Capital exceeds the Estimated Net Working Capital by an amount of $500,000 or less, no adjustment to the Preliminary Purchase Price shall be made.
(ii) If the Estimated Net Working Capital exceeds, by an amount in excess of $500,000, the Net Working Capital, the Solo Parties will pay to the Buyer an amount equal to the difference between (A) such excess minus (B) $500,000, by wire transfer or delivery of other immediately available funds within three business days after the date on which the Net Working Capital is finally determined pursuant to Section 2(f) above. In the event that the Estimated Net Working Capital exceeds the Net Working Capital by an amount of $500,000 or less, no adjustment to the Preliminary Purchase Price shall be made. The Preliminary Purchase Price as so adjusted is referred to herein as the “Purchase Price.”
Adjustment to Preliminary Purchase Price. The Preliminary Purchase Price is based on the estimate of the parties that the Shareholders' Equity of the Company on the Closing Date will be $1,193,000 ("Estimated Shareholders' Equity"). The Preliminary Purchase Price shall be adjusted as follows:
(1) If the excess of the assets over the liabilities as shown on the Closing Date Balance Sheet ("Shareholders' Equity") exceeds the Estimated Shareholders' Equity, Buyer shall pay to Sellers an amount equal to such excess, plus interest thereon at the prime rate in effect at PNC Bank, N.A. as of the Closing Date (the "Prime Rate") from the Closing Date, by delivery of immediately available funds within three Business Days after the date on which the Closing Date Balance Sheet finally is determined pursuant to Section 3.2(b). This additional amount shall be paid -------------- to Sellers in the proportions set forth in Section 3.1. -----------
(2) If the Shareholders' Equity is less than the Estimated Shareholders' Equity, Sellers shall pay to Buyer an amount equal to such deficiency, provided however, that this amount shall not exceed $100,000. A preliminary purchase price adjustment of One Hundred Thousand Dollars ($100,000) shall be deducted from the total amount paid to Sellers at the Closing. The amounts paid to each Seller at Closing reflect a downward adjustment hereunder of $100,000. This adjustment is reflected in the column titled "Amount Received at Closing" in Section 3.1. If the ----------- purchase price adjustment under this Section 3.2(e)(2) is less than ----------------- $100,000 but more than zero, Buyer shall pay Sellers the difference between $100,000 and the actual purchase price adjustment in the proportions set forth in Section 3.1. Under no circumstance shall the preliminary purchase ----------- price be adjusted downward beyond the $100,000 downward adjustment already effected under this Section 3.2(e)(2). -----------------
Adjustment to Preliminary Purchase Price. The Preliminary Purchase Price will be adjusted as follows:
(i) If the Actual Cash Amount exceeds the Estimated Cash Amount, the Buyer shall pay to the Seller an amount equal to such excess multiplied by the Adjustment Factor by wire transfer or delivery of other immediately available funds within five Business Days after the Audit Date;
(ii) If the Actual Cash Amount is less than the Estimated Cash Amount, the Seller shall pay or cause the Escrow Agent to pay to the Buyer an amount equal to such deficiency multiplied by the Adjustment Factor by wire transfer or delivery of other immediately available funds within five Business Days after the Audit Date;
(iii) The Seller shall pay to the Buyer 56.45% of all costs, fees and expenses of any kind (including any penalties) arising from or related to the Accountant's preparation and filing of all the Company's and its Subsidiaries' unfiled state and federal tax returns for all periods prior to January 1, 2002; and
(iv) The Seller shall pay, on a dollar for dollar basis, all costs, fees, expenses or payments incurred or paid by the Company or any of its Subsidiaries to any director or executive officer (other than Arnold Roseman) of the Company or its Subsidiaries, to the extent suxx xosts, fees, expenses or payments were made or incurred from January 31, 2002 through the Closing Date. The Preliminary Purchase Price as so adjusted is referred to herein as the "Purchase Price".
Adjustment to Preliminary Purchase Price. 61 6.9.2. Tax Adjustments................................... 61
Adjustment to Preliminary Purchase Price. The Preliminary Purchase Price shall be adjusted as follows:
Adjustment to Preliminary Purchase Price. If the Closing Date NWC is less than the Required NWC, Seller shall pay to Buyer an amount equal to such deficiency by wire transfer or delivery of other immediately available funds within 3 business days after the date on which the Closing Date NWC for Target and InnoWare Plastic finally is determined pursuant to §2(f) above. Any amount due to Buyer under this §2(g) shall be paid, first, through the Escrow Agreement from the Working Capital Holdback and second, to the extent the amount due to Buyer exceeds the Working Capital Holdback, by wire transfer or delivery of other immediately available funds from Seller to Buyer. To the extent that the amount due Buyer (if any) under this §2(g) is less than the Working Capital Holdback, the balance of the Working Capital Holdback shall be released to Seller immediately after any amounts due to Buyer under this §2(g) have been paid. The Preliminary Purchase Price as so adjusted is referred to herein as the “Purchase Price.”
Adjustment to Preliminary Purchase Price. The Preliminary Purchase Price shall be adjusted as follows: If the Final Pro Forma Working Capital exceeds the Target Working Capital by an amount greater than $250,000, Buyer will pay to Seller an amount equal to the full amount of such excess by wire transfer or delivery of other immediately available funds within 3 business days after the date on which the Final Pro Forma Working Capital finally is determined pursuant to Section 2(e) above. If the Final Pro Forma Working Capital is less than the Target Working Capital by an amount greater than $250,000, Seller shall pay to Buyer an amount equal to the full amount of such deficiency by wire transfer or delivery of other immediately available funds within 3 business days after the date on which the Final Pro Forma Working Capital finally is determined pursuant to Section 2(e) above. If the Final Pro Forma Working Capital is equal to the Target Working Capital, or greater than or less than the Target Working Capital by an amount equal to or less than $250,000, then the Preliminary Purchase Price shall not be adjusted.
Adjustment to Preliminary Purchase Price. The Preliminary Purchase Price will be adjusted as follows: For each of the quarterly periods commencing with the quarter ending March 31, 2001 (Gross Profit calculations for each quarter shall include revenues from the full quarterly period and shall not be adjusted to take into account any advances by Buyer or its Affiliates to Target under the 1994 Agreement for any month, or portion thereof, prior to the Closing Date) and ending with the quarter ending December 31, 2004 (each such quarterly period being hereafter referred to as a "Determination Period"), Buyer, subject to its right of offset pursuant to ss.8(f), shall, within 7 days after the delivery by Buyer of each Determination Period Gross Profit Computation pursuant to Section 2(e) below, pay to the Target an aggregate amount equal to 20% of the Division's Gross Profit earned during such Determination Period (a "Quarterly Earn-out Payment"). Notwithstanding the foregoing, in the event that the aggregate Gross Profit for any fiscal year ending on or prior to December 31, 2004 ("Annual Gross Profit") exceeds $2,500,000, the Target will be entitled to receive, subject to the Buyer's right of offset pursuant to 8(f), an amount equal to 35% of the Annual Gross Profit of the Business in excess of $2,500,000 (the "Bonus Amount"). Any such Bonus Amount shall be paid within 7 days after the delivery by Buyer of the Determination Period Gross Profit Computation for the last fiscal quarter of a year pursuant to ss.2(e) below. In the event that Buyer fails to pay to Target when due (as determined by this ss.2(d) or ss.2(e), as appropriate) a Quarterly Earn-out Payment or Bonus Amount, as the case may be, earned by Target, such overdue amount (including any amounts owed to Target as determined by the Accounting Firm in ss.2(e)) shall bear interest from the date such payment was originally due until paid in full at the Penalty Rate (as measured from the date such amounts were originally due).
