Common use of Determination of Purchase Price Adjustments Clause in Contracts

Determination of Purchase Price Adjustments. (i) At least thirty (30) days prior to the Initial Closing Date and at least twenty (20) days prior to each Subsequent Closing Date, the Seller Representatives, after consultation with the Required Sellers or the Remaining Sellers, as the case may be, shall deliver to the Buyer an estimated closing statement (the "Estimated Closing Statement") prepared by the Sellers that shall set forth the best estimate of the Sellers of any adjustments to the Facility Purchase Price required by Section 2.6(a) (the "Estimated Facility Purchase Price Adjustment"), any adjustments to the Fuel Purchase Price required by Section 2.6(b) (the "Estimated Fuel Purchase Price Adjustment") and any adjustments to the Xxxx 0 Xxxxxxxx Price required by Section 2.6(c) (the "Estimated Xxxx 0 Xxxxxxxx Price Adjustment," together with the Estimated Facility Purchase Price Adjustment and the Estimated Fuel Purchase Price Adjustment, the "Estimated Adjustments") as of the Initial Closing Date or the Subsequent Closing Date, as the case may be. Within fifteen (15) days following the delivery of the Estimated Closing Statement by the Seller Representatives to the Buyer (ten (10) days in the case of a Subsequent Closing), the Buyer may object in good faith to any or all of the Estimated Adjustments in writing. If the Buyer objects to any or all of the Estimated Adjustments, the Parties shall attempt to resolve such dispute by negotiation. If the Parties are unable to resolve such dispute before five (5) Business Days prior to the relevant Closing Date or if no objection is made by the Buyer with respect to any or all of the Estimated Adjustments, the Facility Purchase Price, the Fuel Purchase Price and/or the Unit 2 Purchase Price shall each be adjusted for the relevant Closing Date by the net amount of the Estimated Facility Purchase Price Adjustment, the Estimated Fuel Purchase Price Adjustment and the Estimated Unit 2 Purchase Price Adjustment respectively, not in dispute, and the amount in dispute shall be withheld for resolution in accordance with Section 2.6(d)(ii); and (ii) Within sixty (60) days following the Initial Closing Date and each Subsequent Closing Date, the Seller Representatives after consultation with the Required Sellers or the Remaining Sellers, as the case may be, shall deliver to the Buyer a closing statement (the "Post-Closing Statement") prepared by the Sellers that shall set forth the computation by the Sellers of the Facility Purchase Price adjustment in accordance with Section 2.6(a) as of such Closing Date (the "Facility Purchase Price Adjustment") and the components thereof and the Fuel Purchase Price adjustment in accordance with Section 2.6(b) as of such Closing Date (the "Fuel Purchase Price Adjustment") and the components thereof and the Unit 2 Purchase Price adjustment in accordance with Section 2.6(c) as of such Closing Date (the "Unit 2 Purchase Price Adjustment") and the components thereof. Within twenty (20) days following the delivery of the Post-Closing Statement by the Seller Representatives to the Buyer, the Buyer may object to the Post-Closing Statement in writing. The Sellers agree to cooperate with the Buyer to provide to the Buyer or its Representatives information used to prepare the Post-Closing Statement. If the Buyer objects to the Post-Closing Statement, the Parties shall attempt to resolve such dispute by negotiation pursuant to Section 11.20. If the Parties are unable to resolve such dispute within twenty (20) days of any objection by the Buyer, the Parties shall appoint an Independent Accounting Firm, who shall review the Post-Closing Statement and determine within thirty (30) days after its appointment the appropriate Facility Purchase Price Adjustment, Fuel Purchase Price Adjustment and Unit 2 Purchase Price Adjustment under this Section 2.6(d) as of such Closing Date. The fees, costs and expenses of the Independent Accounting Firm shall be borne by the Party which in the conclusive judgment of the Independent Accounting Firm is not the prevailing party, or if such Independent Accounting Firm determines that neither Party could be fairly found to be the prevailing party, then such fees, costs and expenses shall be borne equally by the Buyer and the Sellers. The agreed upon Post-Closing Statement or the finding of such Independent Accounting Firm, as the case may be, shall be the Facility Purchase Price Adjustment as to Section 2.6(a), the Fuel Purchase Price Adjustment as to Section 2.6(b) and the Xxxx 0 Xxxxxxxx Price Adjustment as to Section 2.6(c), and shall be binding on the Parties. The acceptance by the Buyer and the Sellers of such Facility Purchase Price Adjustment, Fuel Purchase Price Adjustment and Unit 2 Purchase Price Adjustment shall not constitute or be deemed to constitute a waiver of the rights of such Party in respect of any other provision of this Agreement.

Determination of Purchase Price Adjustments. (i) At least thirty twenty (3020) days Business Days prior to the Initial Closing Date and at least twenty (20) days prior to each Subsequent Closing Date, the Seller Representatives, after consultation with the Required Sellers or the Remaining Sellers, as the case may be, Lead Participants shall prepare and deliver to the Buyer an estimated closing statement (the "Estimated Closing Statement") prepared by the Sellers that shall set forth the best estimate of the Sellers of any adjustments to the Facility Facilities Purchase Price required by Section 2.6(a2.6(a)(i) through (vii) (the "Estimated Facility Facilities Purchase Price Adjustment"), ) and any adjustments to the Fuel Purchase Price required by Section 2.6(b) (the "Estimated Fuel Purchase Price Adjustment") and any adjustments to the Xxxx 0 Xxxxxxxx Price required by Section 2.6(c) (the "Estimated Xxxx 0 Xxxxxxxx Price Adjustment," together with the Estimated Facility Facilities Purchase Price Adjustment and the Estimated Fuel Purchase Price Adjustment, the "Estimated Adjustments") as of the Initial Closing Date or the Subsequent Closing Date, as together with reasonably detailed back-up information concerning the case may becalculation of the Estimated Adjustments. Within fifteen ten (1510) days Business Days following the delivery of the Estimated Closing Statement by the Seller Representatives Lead Participants to the Buyer (ten (10) days in the case of a Subsequent Closing)Buyer, the Buyer may object in good faith to any either or all both of the Estimated Adjustments in writing. If the Buyer objects to any either or all both of the Estimated Adjustments, the Parties shall attempt to resolve such dispute by negotiation. If the Parties are unable to resolve such dispute before five (5) Business Days prior to the relevant such Initial Closing Date or if no objection is made by the Buyer with respect to any either or all both of the Estimated Adjustments, the Facility Purchase Price, the Fuel Facilities Purchase Price and/or the Unit 2 Fuel Purchase Price shall each be adjusted for the relevant such Initial Closing Date by the net amount of the Estimated Facility Purchase Price Adjustment, the Estimated Fuel Facilities Purchase Price Adjustment and the Estimated Unit 2 Fuel Purchase Price Adjustment respectively, not in dispute, and the amount in dispute shall be withheld for resolution in accordance with Section 2.6(d)(ii2.6(c)(ii); and and (ii) Within sixty thirty (6030) days following the Initial Closing Date and each Subsequent Closing Date, the Seller Representatives after consultation with the Required Sellers or the Remaining Sellers, as the case may be, Lead Participants shall prepare and deliver to the Buyer a closing statement (the "Post-Closing Statement") prepared by the Sellers that shall set forth the computation completion by the Sellers of the Facility Facilities Purchase Price adjustment in accordance with Section 2.6(a2.6(a)(i) through (vii) as of such Initial Closing Date (the "Facility Facilities Purchase Price Adjustment") and the components thereof and the Fuel Purchase Price adjustment in accordance with Section 2.6(b) as of such Initial Closing Date (the "Fuel Purchase Price Adjustment") and the components thereof and the Unit 2 Purchase Price adjustment in accordance with Section 2.6(c) as of such Closing Date (the "Unit 2 Purchase Price Adjustment") and the components thereof. Within twenty (20) days following the delivery of the Post-Closing Statement by the Seller Representatives to the Buyer, the Buyer may object to the Post-Closing Statement in writing. The Sellers agree to cooperate with the Buyer to provide to the Buyer or its Representatives information used to prepare the Post-Closing Statement. If the Buyer objects to the Post-Closing Statement, the Parties shall attempt to resolve such dispute by negotiation pursuant to Section 11.20. If the Parties are unable to resolve such dispute within twenty (20) days of any objection by the Buyer, the Parties shall appoint an Independent Accounting Firm, who shall review the Post-Closing Statement and determine within thirty (30) days after its appointment the appropriate Facility Purchase Price Adjustment, Fuel Purchase Price Adjustment and Unit 2 Purchase Price Adjustment under this Section 2.6(d) as of such Closing Date. The fees, costs and expenses of the Independent Accounting Firm shall be borne by the Party which in the conclusive judgment of the Independent Accounting Firm is not the prevailing party, or if such Independent Accounting Firm determines that neither Party could be fairly found to be the prevailing party, then such fees, costs and expenses shall be borne equally by the Buyer and the Sellers. The agreed upon Post-Closing Statement or the finding of such Independent Accounting Firm, as the case may be, shall be the Facility Purchase Price Adjustment as to Section 2.6(a), the Fuel Purchase Price Adjustment as to Section 2.6(b) and the Xxxx 0 Xxxxxxxx Price Adjustment as to Section 2.6(c), and shall be binding on the Parties. The acceptance by the Buyer and the Sellers of such Facility Purchase Price Adjustment, Fuel Purchase Price Adjustment and Unit 2 Purchase Price Adjustment shall not constitute or be deemed to constitute a waiver of the rights of such Party in respect of any other provision of this Agreement.Lead -15-

Determination of Purchase Price Adjustments. Reference is hereby made to (i) At least thirty (30) days prior to the Initial Closing Date and at least twenty (20) days prior to each Subsequent Closing Datethat certain Stock Purchase Agreement dated as of July 11, the Seller Representatives, after consultation with the Required Sellers or the Remaining Sellers, as the case may be, shall deliver to the Buyer an estimated closing statement 1997 (the "Estimated Closing StatementStock Purchase Agreement") prepared ), by and among Air Methods Corporation, a Delaware corporation ("Buyer"), and Homer L. Aerts, J. Steven Dicxxxxxx, Xxx X. Reed, Xxxxx X. Xxxx anx Xxxxxxx X. Xxxxx (xxxx, a "Sexxxx" xxx xxxxxxtively, the Sellers that shall set forth the best estimate "Sellers"), who own all of the Sellers outstanding shares of any adjustments to the Facility Purchase Price required by Section 2.6(a) common stock Mercy Air Service, Inc., a California, corporation (the "Estimated Facility Purchase Price AdjustmentCompany"), any adjustments to the Fuel and (ii) that certain Asset Purchase Price required by Section 2.6(b) Agreement dated as of July 11, 1997 (the "Estimated Fuel Asset Purchase Price AdjustmentAgreement") ), by and any adjustments among Buyer, and Helicopter Services, Inc., a California corporation ("HSI"), and the Sellers, who also are the owners of the outstanding shares of common stock of HSI. The Company provides emergency medical transportation services by helicopter and HSI provides helicopter maintenance and repair services primarily to the Xxxx 0 Xxxxxxxx Price required by Section 2.6(c) Company. The Stock Purchase Agreement provides for Sellers to sell to Buyer and for Buyer to purchase from the Sellers, the outstanding shares of the Company (the "Estimated Xxxx 0 Xxxxxxxx Price Adjustment," together with the Estimated Facility Purchase Price Adjustment and the Estimated Fuel Purchase Price Adjustment, the "Estimated Adjustments") as of the Initial Closing Date or the Subsequent Closing Date, as the case may be. Within fifteen (15) days following the delivery of the Estimated Closing Statement by the Seller Representatives to the Buyer (ten (10) days in the case of a Subsequent Closing), the Buyer may object in good faith to any or all of the Estimated Adjustments in writing. If the Buyer objects to any or all of the Estimated Adjustments, the Parties shall attempt to resolve such dispute by negotiation. If the Parties are unable to resolve such dispute before five (5) Business Days prior to the relevant Closing Date or if no objection is made by the Buyer with respect to any or all of the Estimated Adjustments, the Facility Purchase Price, the Fuel Purchase Price and/or the Unit 2 Purchase Price shall each be adjusted for the relevant Closing Date by the net amount of the Estimated Facility Purchase Price Adjustment, the Estimated Fuel Purchase Price Adjustment and the Estimated Unit 2 Purchase Price Adjustment respectively, not in dispute, and the amount in dispute shall be withheld for resolution in accordance with Section 2.6(d)(ii); and (ii) Within sixty (60) days following the Initial Closing Date and each Subsequent Closing Date, the Seller Representatives after consultation with the Required Sellers or the Remaining Sellers, as the case may be, shall deliver to the Buyer a closing statement (the "Post-Closing Statement") prepared by the Sellers that shall set forth the computation by the Sellers of the Facility Purchase Price adjustment in accordance with Section 2.6(a) as of such Closing Date (the "Facility Purchase Price AdjustmentShares") and the components thereof Asset Purchase Agreement provides for HSI to sell to Buyer and Buyer to purchase from HSI substantially all of the Fuel Purchase Price adjustment in accordance with Section 2.6(b) as assets of such Closing Date HSI (the "Fuel Purchased Assets"). This SCHEDULE 2.3, which has been incorporated into and made an integral part of the Stock Purchase Agreement, sets forth the provisions, agreed upon by the parties to that Agreement, for determining the nature and amount of the adjustments, if any, that will be made to the Purchase Price Adjustment") and to be paid for the components thereof and the Unit 2 Purchase Price adjustment in accordance with Section 2.6(c) as of such Closing Date Shares (the "Unit 2 Share Purchase Price"). In addition, as a matter of convenience and to avoid unnecessary duplication, the parties to the Asset Purchase Agreement have agreed to include the purchase price adjustment provisions applicable to the Purchase Price Adjustmentto be paid for the Purchased Assets (the "Asset Purchase Price") into this SCHEDULE 2.3 and to incorporate the components thereofprovisions hereof applicable to the determination of such Adjustments. Within twenty (20) days following Terms with initial capital letters contained in this SCHEDULE 2.3 shall have the delivery of meanings given to them in the Post-Closing Statement Stock Purchase Agreement or the Asset Purchase Agreement, as applicable, unless such terms are otherwise defined herein or the context indicates that a different meaning is intended by the Seller Representatives to the Buyer, the Buyer may object to the Post-Closing Statement in writing. The Sellers agree to cooperate with the Buyer to provide to the Buyer or its Representatives information used to prepare the Post-Closing Statement. If the Buyer objects to the Post-Closing Statement, the Parties shall attempt to resolve such dispute by negotiation pursuant to Section 11.20. If the Parties are unable to resolve such dispute within twenty (20) days of any objection by the Buyer, the Parties shall appoint an Independent Accounting Firm, who shall review the Post-Closing Statement and determine within thirty (30) days after its appointment the appropriate Facility Purchase Price Adjustment, Fuel Purchase Price Adjustment and Unit 2 Purchase Price Adjustment under this Section 2.6(d) as of such Closing Date. The fees, costs and expenses of the Independent Accounting Firm shall be borne by the Party which in the conclusive judgment of the Independent Accounting Firm is not the prevailing party, or if such Independent Accounting Firm determines that neither Party could be fairly found to be the prevailing party, then such fees, costs and expenses shall be borne equally by the Buyer and the Sellers. The agreed upon Post-Closing Statement or the finding of such Independent Accounting Firm, as the case may be, shall be the Facility Purchase Price Adjustment as to Section 2.6(a), the Fuel Purchase Price Adjustment as to Section 2.6(b) and the Xxxx 0 Xxxxxxxx Price Adjustment as to Section 2.6(c), and shall be binding on the Parties. The acceptance by the Buyer and the Sellers of such Facility Purchase Price Adjustment, Fuel Purchase Price Adjustment and Unit 2 Purchase Price Adjustment shall not constitute or be deemed to constitute a waiver of the rights of such Party in respect of any other provision of this Agreement.

Determination of Purchase Price Adjustments. (i) At least thirty (30) days prior to the Initial Closing Date and at least twenty (20) days prior to each Subsequent Closing Date, the Seller Representatives, after consultation with the Required Sellers or the Remaining Sellers, as the case may be, shall deliver to the Buyer an estimated closing statement (the "Estimated Closing Statement") prepared by the Sellers that shall set forth the best estimate of the Sellers of any adjustments to the Facility Purchase Price required by Section 2.6(a) (the "Estimated Facility Purchase Price Adjustment"), any adjustments to the Fuel Purchase Price required by Section 2.6(b) (the "Estimated Fuel Purchase Price Adjustment") and any adjustments to the Xxxx Unit 0 Xxxxxxxx Price Xxxce required by Section 2.6(c) (the "Estimated Xxxx Unit 0 Xxxxxxxx Price Xxxce Adjustment," together with the Estimated Facility Purchase Price Adjustment and the Estimated Fuel Purchase Price Adjustment, the "Estimated Adjustments") as of the Initial Closing Date or the Subsequent Closing Date, as the case may be. Within fifteen (15) days following the delivery of the Estimated Closing Statement by the Seller Representatives to the Buyer (ten (10) days in the case of a Subsequent Closing), the Buyer may object in good faith to any or all of the Estimated Adjustments in writing. If the Buyer objects to any or all of the Estimated Adjustments, the Parties shall attempt to resolve such dispute by negotiation. If the Parties are unable to resolve such dispute before five (5) Business Days prior to the relevant Closing Date or if no objection is made by the Buyer with respect to any or all of the Estimated Adjustments, the Facility Purchase Price, the Fuel Purchase Price and/or the Unit 2 Purchase Price shall each be adjusted for the relevant Closing Date by the net amount of the Estimated Facility Purchase Price Adjustment, the Estimated Fuel Purchase Price Adjustment and the Estimated Unit 2 Purchase Price Adjustment respectively, not in dispute, and the amount in dispute shall be withheld for resolution in accordance with Section 2.6(d)(ii); and (ii) Within sixty (60) days following the Initial Closing Date and each Subsequent Closing Date, the Seller Representatives after consultation with the Required Sellers or the Remaining Sellers, as the case may be, shall deliver to the Buyer a closing statement (the "Post-Closing Statement") prepared by the Sellers that shall set forth the computation by the Sellers of the Facility Purchase Price adjustment in accordance with Section 2.6(a) as of such Closing Date (the "Facility Purchase Price Adjustment") and the components thereof and the Fuel Purchase Price adjustment in accordance with Section 2.6(b) as of such Closing Date (the "Fuel Purchase Price Adjustment") and the components thereof and the Unit 2 Purchase Price adjustment in accordance with Section 2.6(c) as of such Closing Date (the "Unit 2 Purchase Price Adjustment") and the components thereof. Within twenty (20) days following the delivery of the Post-Closing Statement by the Seller Representatives to the Buyer, the Buyer may object to the Post-Closing Statement in writing. The Sellers agree to cooperate with the Buyer to provide to the Buyer or its Representatives information used to prepare the Post-Closing Statement. If the Buyer objects to the Post-Closing Statement, the Parties shall attempt to resolve such dispute by negotiation pursuant to Section 11.20. If the Parties are unable to resolve such dispute within twenty (20) days of any objection by the Buyer, the Parties shall appoint an Independent Accounting Firm, who shall review the Post-Closing Statement and determine within thirty (30) days after its appointment the appropriate Facility Purchase Price Adjustment, Fuel Purchase Price Adjustment and Unit 2 Purchase Price Adjustment under this Section 2.6(d) as of such Closing Date. The fees, costs and expenses of the Independent Accounting Firm shall be borne by the Party which in the conclusive judgment of the Independent Accounting Firm is not the prevailing party, or if such Independent Accounting Firm determines that neither Party could be fairly found to be the prevailing party, then such fees, costs and expenses shall be borne equally by the Buyer and the Sellers. The agreed upon Post-Closing Statement or the finding of such Independent Accounting Firm, as the case may be, shall be the Facility Purchase Price Adjustment as to Section 2.6(a), the Fuel Purchase Price Adjustment as to Section 2.6(b) and the Xxxx Unit 0 Xxxxxxxx Price Xxxce Adjustment as to Section 2.6(c), and shall be binding on the Parties. The acceptance by the Buyer and the Sellers of such Facility Purchase Price Adjustment, Fuel Purchase Price Adjustment and Unit 2 Purchase Price Adjustment shall not constitute or be deemed to constitute a waiver of the rights of such Party in respect of any other provision of this Agreement.