Common use of Balance Sheet Test Clause in Contracts

Balance Sheet Test. The Sellers and Purchaser agree that the Purchase Price will be adjusted as of the Effective Time such that (i) if at the Effective Time the Closing Date Net Working Capital is more than the Target, the Purchase Price will be increased by 73.1% of the amount of such excess and (ii) if at the Effective Time the Closing Date Net Working Capital is less than the Target, the Purchase Price will be reduced by 73.1% of the amount of such shortfall. Attached hereto as Exhibit C is an example of a Closing Date Balance Sheet, including a calculation of the Closing Date Net Working Capital as of June 30, 2014, based on the Company’s balance sheet as of such date, which is included solely to illustrate the Parties’ intentions regarding the provisions of this Section 2.3.

Balance Sheet Test. The Sellers and Purchaser agree that the Purchase Price will be adjusted as of the Effective Time such that (i) if at the Effective Time the Closing Date Net Working Capital is more than the Target, the Purchase Price will be increased by 73.1% of the amount of such excess and (ii) if at the Effective Time the Closing Date Net Working Capital is less than the Target, the Purchase Price will be reduced by 73.1% of the amount of such shortfall. Attached hereto as Exhibit C is an example of a Closing Date Balance Sheet, including a calculation of the Closing Date Net Working Capital as of June 30, 2014, based on the Company’s balance sheet as of such date, which is included solely to illustrate the Parties’ intentions regarding the provisions of this Section 2.3.. (b)