Common use of Equipment Adjustment Clause in Contracts

Equipment Adjustment. Within 120 days after the Closing Date, Buyer shall conduct a count of all washers and dryers included in the Route Equipment (the “Closing Equipment Count”) and shall deliver to Seller a schedule reflecting such count. Seller shall be deemed to accept the Closing Equipment Count unless Seller delivers a notice of objection to Buyer within 10 days following receipt of the Closing Equipment Count. If Seller provides a notice of objection to Buyer, Seller and Buyer shall first use commercially reasonable efforts to resolve such dispute. If the parties are able to resolve such dispute, the Closing Equipment Count shall be revised to the extent necessary to reflect such resolution and shall be conclusive and binding upon all parties and shall not be subject to dispute or review. If the parties are unable to resolve the dispute within 20 days after delivery of a notice of objection by Seller, either party may submit the dispute to arbitration in accordance with Section 7.9. The Closing Equipment Count as determined pursuant to arbitration shall be conclusive and binding upon all parties and shall not be subject to dispute or review. If the Closing Equipment Count as finally determined is less than the total number of washers and dryers listed on Schedule 1.4(a) as the Estimated Equipment Count (the “Estimated Equipment Count”), then Seller shall pay to Buyer an amount in cash equal to (i) the Estimated Equipment Count minus the Closing Equipment Count, multiplied by the Equipment Multiple listed on Schedule 1.4(a) (the “Equipment Multiple”), within 10 days following the final determination of the Closing Equipment Count. If the Closing Equipment Count as finally determined equals or exceeds the Estimated Equipment Count, then no payment shall be required from Seller to Buyer under this Section 1.4(a). For purposes of calculating the Closing Equipment Count, each stacked washer and dryer unit and 25 lb. or more tumbler dryer shall be counted as two (2) machines and each other washer and dryer shall be counted as one (1) machine. The methodology for determining the adjustment of the Purchase Price set forth in this Section 1.4(a) is not intended to establish the allocation of the Purchase Price based on the fair market value of the Subject Assets, which the parties agree shall be as provided in Schedule 1.8. The Purchase Price shall be adjusted as necessary to reflect any payment made pursuant to this Section 1.4(a).

Equipment Adjustment. The Rental Asset Listing attached as Schedule -------------------- 2.4 sets forth, as of October 21, 1997, the asset description, make, model and original cost of all rental equipment inventory (the "Equipment") held for rent to customers as used in the preparation of the Closing Balance Sheet. The Equipment is Rental Ready (as defined below). Within 120 30 days after following the Closing Date, Buyer the Purchaser shall conduct complete a count physical inventory of all washers and dryers included in each item of Equipment on the Route Equipment (the “Closing Equipment Count”) and shall deliver to Seller a schedule reflecting such count. Seller shall be deemed to accept the Closing Equipment Count unless Seller delivers a notice of objection to Buyer within 10 days following receipt of the Closing Equipment Count. If Seller provides a notice of objection to BuyerRental Asset Listing, Seller and Buyer shall first use commercially reasonable efforts to resolve such dispute. If the parties are able to resolve such dispute, the Closing Equipment Count shall be revised to the extent including by visiting renters' locations as necessary to reflect inspect such resolution and shall be conclusive and binding upon all parties and shall not be subject to dispute or review. If the parties are unable to resolve the dispute within 20 days after delivery of a notice of objection by Seller, either party may submit the dispute to arbitration in accordance with Section 7.9. The Closing Equipment Count as determined pursuant to arbitration shall be conclusive and binding upon all parties and shall not be subject to dispute or review. If the Closing Equipment Count as finally determined is less than the total number of washers and dryers listed on Schedule 1.4(a) as the Estimated Equipment Count (the “Estimated Equipment Count”), then Seller shall pay to Buyer an amount in cash equal to (i) the Estimated Equipment Count minus the Closing Equipment Count, multiplied by the Equipment Multiple listed on Schedule 1.4(a) (the “Equipment Multiple”), within 10 days following the final determination of the Closing Equipment Count. If the Closing Equipment Count as finally determined equals or exceeds the Estimated Equipment Count, then no payment shall be required from Seller to Buyer under this Section 1.4(a). For purposes of calculating the Closing Equipment Count, each stacked washer and dryer unit and 25 lb. or more tumbler dryer shall be counted as two (2) machines and each other washer and dryer shall be counted as one (1) machine. The methodology for determining the adjustment of the Purchase Price set forth in this Section 1.4(a) is not intended to establish the allocation of the Purchase Price based on the fair market value of the Subject Assets, which the parties agree shall be as provided in Schedule 1.8Equipment. The Purchase Price shall be adjusted (i) reduced for each item of Equipment listed on the Rental Asset Listing which is missing (or non-existing), not Rental Ready, or otherwise not available for rent to customers by the Company and not replaced with other like Equipment, but only to the extent the value (as necessary calculated in the next sentence) of all such Equipment exceeds $50,000 (ii) increased for each item of Equipment listed on the Rental Asset Listing, which has a unit cost less than $7,500 (unless approved by Purchaser) and which was purchased by the Company subsequent to reflect October 21, 1997; provided, however , without -------- ------- the written consent of the Purchaser, the aggregate of all such Equipment purchased shall not exceed $75,000; provided further, the Purchase Price shall -------- ------- be increased for all such Equipment purchased in the aggregate in excess of $75,000 if the purchase thereof was consented to by the Purchaser, and (iii) reduced for each item of Equipment sold by the Company subsequent to October 21, 1997 (collectively, the "Equipment Adjustment"). The reduction in the Purchase Price in item (i) above shall be calculated by the aggregate fair market value (as determined by the Purchaser and the Sellers' Representative) of all missing or unavailable Equipment and at the repair cost for all non-Rental Ready Equipment. Such repair cost with respect to any payment made pursuant item of Equipment shall be determined based upon the cost of similar repair most recently performed by the Company to the same or similar item of such Equipment. In the event of a Purchase Price reduction due to an Equipment Adjustment, the Purchaser shall be entitled to be paid out of the Escrow Amount, and the Purchaser and the Sellers' Representative shall give instructions to the Escrow Agent to pay, an amount equal to such reduction within five business days of completion of the determination of the Equipment Adjustment. For purposes of this Agreement, an item of Equipment is "Rental Ready" only if it does not require any repairs in excess of $750 per item for those items having a net book value in excess of $25,000, in excess of $500 per item for those items having a net book value in excess of $10,000 but not in excess of $25,000, in excess of $200 per item for those items having a net book value in excess of $5,000 but not in excess of $10,000 and $100 per item for those items having a net book value not in excess of $5,000 per item. Any disputes as to the physical count, fair market value or Rental Readiness of any item of Equipment will, if possible, be resolved while the physical inventory of such Equipment is being taken. Any disputes not so resolved will be resolved by the dispute resolution provisions of Section 1.4(a)2.3(f) hereof.

Equipment Adjustment. Within 120 days after The EL Rental and Non-Rental Asset Listing -------------------- and the Central Rental and Non-Rental Asset Listing attached as Exhibits 2.5.1.1 (a) and (b) respectively, set forth the asset description, make, model, original cost and net book value of all Equipment which, on the Closing Date, Buyer shall conduct a count will be fully operable, Rental Ready and available for transfer to Buyer. (The net book value of all washers and dryers included in the Route each item of Equipment (the “Closing Equipment Count”shown on Exhibits 2.5.1.1(a) and shall deliver (b) is referred to Seller a schedule reflecting such count. Seller shall be deemed herein as the "Agreed Value.") On or prior to accept the 10th business day following the Closing Date, personnel of Buyer and Sellers jointly shall complete a physical inventory of each item of Equipment Count unless Seller delivers a notice of objection to Buyer within 10 days following receipt of the Closing Equipment Count. If Seller provides a notice of objection to Buyercomprising Exhibits 2.5.1.1(a) and (b), Seller and Buyer shall first use commercially reasonable efforts to resolve such dispute. If the parties are able to resolve such dispute, the Closing Equipment Count shall be revised to the extent including by visiting renters' locations as necessary to reflect inspect such resolution and shall be conclusive and binding upon all parties and shall not be subject to dispute or review. If the parties are unable to resolve the dispute within 20 days after delivery of a notice of objection by Seller, either party may submit the dispute to arbitration in accordance with Section 7.9. The Closing Equipment Count as determined pursuant to arbitration shall be conclusive and binding upon all parties and shall not be subject to dispute or review. If the Closing Equipment Count as finally determined is less than the total number of washers and dryers listed on Schedule 1.4(a) as the Estimated Equipment Count (the “Estimated Equipment Count”), then Seller shall pay to Buyer an amount in cash equal to (i) the Estimated Equipment Count minus the Closing Equipment Count, multiplied by the Equipment Multiple listed on Schedule 1.4(a) (the “Equipment Multiple”), within 10 days following the final determination of the Closing Equipment Count. If the Closing Equipment Count as finally determined equals or exceeds the Estimated Equipment Count, then no payment shall be required from Seller to Buyer under this Section 1.4(a). For purposes of calculating the Closing Equipment Count, each stacked washer and dryer unit and 25 lb. or more tumbler dryer shall be counted as two (2) machines and each other washer and dryer shall be counted as one (1) machine. The methodology for determining the adjustment of the Purchase Price set forth in this Section 1.4(a) is not intended to establish the allocation of the Purchase Price based on the fair market value of the Subject Assets, which the parties agree shall be as provided in Schedule 1.8Equipment. The Purchase Price shall be adjusted reduced, except for up to fifteen (15) pieces of equipment which are used for display or have been depreciated to zero on Sellers' books and are inoperative (the "Display Equipment") as necessary provided in Schedule 2.5.1.3, within thirty (30) calendar days after the Closing, for each item of Equipment contained in Exhibits 2.5.1.1(a) and (b) which is missing, inoperable, not Rental Ready, or otherwise not available for transfer to reflect Buyer, provided that such reduction shall apply only to the extent that the missing, inoperable, non-Rental Ready or unavailable Equipment exceeds in the aggregate $25,000 in net book value and the cost of repairs. The reduction in the Purchase Price shall be calculated by the aggregate Agreed Value of all missing, inoperable, non-Rental Ready or unavailable Equipment, except for Display Equipment as provided in Schedule 2.5.1.3. The result of the foregoing calculation shall be subtracted from the Purchase Price. In the event of a Purchase Price reduction as contemplated hereby, Buyer shall be entitled to retain a portion of the Holdback Amount equal to such reduction as specified in, or to have the other remedies set forth in, Section 2.4.3. For purposes of this Agreement, an item of Equipment is "Rental Ready" only if all required maintenance has been performed and it does not require any payment made pursuant repairs in excess of $200 per item for those items having a net book value greater than $5000 and $100 per item for those items having a net book value less than $5000 per item. Any disputes as to the physical count or Rental Readiness of any item of Equipment will, if possible, be resolved while the physical inventory of such Equipment is being taken by Buyer and Sellers. Any disputes regarding the foregoing not resolved by the 10th business day following the Closing Date will be separately listed and settled as soon as expeditiously practicable thereafter by the parties or by another independent third party mutually acceptable to both parties, and shall not be the subject of any indemnification claim by Buyer under Section 10.3. In addition to the foregoing, the Purchase Price shall be increased, on a dollar-for-dollar basis and with such increase to be payable in immediately available funds on the Closing Date, by the cost to Sellers of any item of Equipment which was acquired by Sellers subsequent to February 28, 1997, including the period of time between the execution of this Section 1.4(a)Agreement and the Closing Date, which is listed in either the EL Supplemental Rental and Non- Rental Asset Listing or the Central Supplemental Rental and Non-Rental Asset Listing attached hereto as Exhibits 2.5.1.2 (a) and (b) respectively and as amended prior to the Closing Date, net of the net book value on the Interim Balance Sheet of any item of Equipment sold during the same period.

Equipment Adjustment. Within 120 180 days after the Closing Date, Buyer shall conduct a count of all washers and dryers included in the Route Equipment (the “Closing Equipment Count”"CLOSING EQUIPMENT COUNT") and shall deliver to Seller a schedule reflecting such count. Seller shall be deemed to accept the Closing Equipment Count unless Seller delivers a notice of objection to Buyer within 10 ten (10) days following receipt of the Closing Equipment Countthereof from Buyer. If Seller provides a notice of objection to Buyer, Seller and Buyer shall first use commercially reasonable efforts to resolve such dispute. If the parties are able to resolve such dispute, the Closing Equipment Count shall be revised to the extent necessary to reflect such resolution and shall be conclusive and binding upon all parties and shall not be subject to dispute or review. If the parties are unable to resolve the dispute within 20 twenty (20) days after delivery of a notice of objection by Seller, either party may submit the dispute to arbitration in accordance with Section 7.98.9. The Closing Equipment Count as determined pursuant to arbitration shall be conclusive and binding upon all parties and shall not be subject to dispute or review. If the Closing Equipment Count as finally determined is less than the total number of washers and dryers listed on Schedule SCHEDULE 1.4(a) as the Estimated Equipment Count as of September 30, 2004 (the “Estimated Equipment Count”"ESTIMATED EQUIPMENT COUNT"), then Seller shall pay to Buyer an amount in cash equal to (i) the Estimated Equipment Count minus the Closing Equipment Count, multiplied by (ii) the Equipment Multiple listed on Schedule SCHEDULE 1.4(a) (the “Equipment Multiple”5 "EQUIPMENT MULTIPLE"), and the Purchase Price shall be reduced by such amount. Any amounts payable by Seller to Buyer under this Section 1.4(a) shall be delivered in cash within 10 ten (10) days following the final determination of the Closing Equipment Count. If the Closing Equipment Count as finally determined equals or exceeds the Estimated Equipment Count, then no payment shall be required from Seller to Buyer under this Section 1.4(a). For purposes of calculating the Closing Equipment Count, each stacked washer and dryer unit and 25 lb. or more tumbler dryer units shall be counted as two (2) machines and each other washer and dryer shall be counted as one (1) machineprovided in SCHEDULE 1.4(a). The methodology for determining the adjustment of the Purchase Price set forth in this Section 1.4(a) is not intended to establish the allocation of the Purchase Price based on the fair market value of the Subject Assets, which the parties agree shall be as provided in Schedule SCHEDULE 1.8. The Purchase Price shall be adjusted as necessary to reflect any payment made pursuant to this Section 1.4(a).

Equipment Adjustment. Within 120 days after the Closing Date, Buyer shall conduct a count determine, as of the Closing Date, the number of all washers and dryers included in located at the Route Equipment Laundry Lease locations (the “Closing Equipment Count”) and shall deliver to Seller the Sellers’ Representative a schedule reflecting such count. Seller The Sellers’ Representative shall be deemed to accept the Closing Equipment Count unless Seller the Sellers’ Representative delivers a notice of objection to Buyer within 10 thirty (30) days following receipt of the Closing Equipment Count. If Seller the Sellers’ Representative provides a notice of objection to Buyer, Seller the Sellers’ Representative and Buyer shall first use commercially reasonable efforts to resolve such dispute. If the parties are able to resolve such dispute, the Closing Equipment Count shall be revised to the extent necessary to reflect such resolution and shall be conclusive and binding upon all parties and shall not be subject to dispute or review. If the parties are unable to resolve the dispute within 20 twenty (20) days after delivery of a notice of objection by Sellerthe Sellers’ Representative, either party may submit the dispute to arbitration the Accountant for resolution, which shall be subject to the procedures and limitations described in accordance with Section 7.92.02(b). The Closing Equipment Count as determined pursuant to arbitration by the Accountant shall be conclusive and binding upon all parties and shall not be subject to dispute or review. If the Closing Equipment Count as finally determined is less than the total number of washers and dryers listed “Equipment Target” set forth on Schedule 1.4(a2.03(a) as the Estimated Equipment Count (the “Estimated Equipment CountTarget”), then Seller Sellers shall pay to Buyer an amount in cash equal to (i) the Estimated Equipment Count Target minus the Closing Equipment Count, Count multiplied by (ii) the “Equipment Multiple listed Multiple” set forth on Schedule 1.4(a2.03(a) (the “Equipment Multiple”), within 10 days following and the final determination of Purchase Price shall be reduced by such amount. Any amount due from Sellers to Buyer under this Section 2.03(a) shall bear interest in accordance with Section 2.05(d) from the date the Closing Equipment CountCount is finally determined. If the Closing Equipment Count as finally determined equals or exceeds the Estimated Equipment CountTarget, then no payment shall be required from Seller Sellers to Buyer under this Section 1.4(a2.03(a). For purposes of calculating the Closing Equipment Count, each stacked washer and and/or stacked dryer unit and 25 lb. or more washer or tumbler dryer shall be counted as two (2) machines machines, and each other washer and dryer shall be counted as one (1) machine. The methodology for determining the adjustment of the Purchase Price set forth in this Section 1.4(a) is not intended to establish the allocation of the Purchase Price based on the fair market value of the Subject Assets, which the parties agree shall be as provided in Schedule 1.8. The Purchase Price shall be adjusted as necessary to reflect any payment made pursuant to this Section 1.4(a2.03(a).