Common use of Final Purchase Price Determination Clause in Contracts

Final Purchase Price Determination. (i) The Final Purchase Price shall be equal to the Preliminary Purchase Price, (w) plus, if the Final Net Working Capital as determined pursuant to Section 2.3(b)(ii) exceeds the Estimated Net Working Capital, the amount of such excess, (x) minus, if the Estimated Net Working Capital exceeds the Final Net Working Capital as determined pursuant to Section 2.3(b)(ii), the amount of such excess, (y) plus, if the Final Closing Cash Amount as determined pursuant to Section 2.3(b)(ii) exceeds the Estimated Closing Cash Amount, the amount of such excess, (z) minus, if the Estimated Closing Cash Amount exceeds the Final Closing Cash Amount as determined pursuant to Section 2.3(b)(ii), the amount of such excess (the difference between the Preliminary Purchase Price and the Final Purchase Price, the “Final Closing Adjustment”). (ii) Buyer or TDY, as the case may be, shall, within five (5) Business Days after the determination of the Final Net Working Capital and Final Closing Cash Amount pursuant to Section 2.3(b)(ii), make payment to the other by wire transfer of immediately available funds to one or more accounts designated by the other of the amount of the Final Closing Adjustment as determined pursuant to Section 2.3(c)(i), together with interest thereon at a rate equal to the prime rate as published in The Wall Street Journal in effect on the Closing Date, for the period from the Closing Date through and including the date of payment.

Final Purchase Price Determination. (ia) The Final Purchase Price shall be equal to the Preliminary Purchase Price, (wi)(A) plus, if the Final Net Working Capital as determined pursuant to Section 2.3(b)(ii3.2(b) exceeds the Estimated Net Working Capital, the amount of such excess, (xB) minus, if the Estimated Net Working Capital exceeds the Final Net Working Capital as determined pursuant to Section 2.3(b)(ii3.2(b), the amount of such excess, (yii)(A) plus, if the Final Closing Cash Amount as determined pursuant to Section 2.3(b)(ii3.2(b) exceeds the Estimated Closing Cash Amount, the amount of such excess, (zB) minus, if the Estimated Closing Cash Amount exceeds the Final Closing Cash Amount as determined pursuant to Section 2.3(b)(ii3.2(b), the amount of such excess, and (iii) (A) minus, if the Final Indebtedness Amount as determined pursuant to Section 3.2(b) exceeds the Estimated Indebtedness Amount, the amount of such excess, (B) plus, if the Estimated Indebtedness Amount exceeds the Final Indebtedness Amount as determined pursuant to Section 3.2(b), the amount of such excess (the difference between the Preliminary Purchase Price and the Final Purchase Price, the “Final Closing Adjustment”). (iib) Buyer Buyers or TDYASD, as the case may be, shall, within five (5) Business Days after the later of (w) the determination of the Final Net Working Capital and pursuant to Section 3.2(b), (x) the determination of the Final Closing Cash Amount pursuant to Section 2.3(b)(ii3.2(b), and (y) the determination of the Final Indebtedness Amount pursuant to Section 3.2(b) (the fifth Business Day after such later date, the “Payment Due Date”), make payment to the other by wire transfer of immediately available funds to one or more accounts designated by the other of the amount of the Final Closing Adjustment as determined pursuant to Section 2.3(c)(i3.3(a), together with interest interests thereon at a rate per annum equal to the prime rate as published in The Wall Street Journal in effect on the Closing Date, LIBOR plus 0.60% for the period from the Closing Date through and including the earlier of the date of paymentpayment and the Payment Due Date.

Final Purchase Price Determination. (ia) The Final Purchase Price shall be equal to the Preliminary Initial Purchase Price, (wi)(A) plus, if the Final Net Working Capital as determined pursuant to Section 2.3(b)(ii3.2(b) exceeds both the NWC Threshold and Estimated Net Working Capital, the lesser of (x) the amount of such excessexcess between Final Net Working Capital and Estimated Net Working Capital and (y) the amount of excess between Final Net Working Capital and the NWC Threshold, (xB) minus, if the Estimated Net Working Capital exceeds the Final Net Working Capital as determined pursuant to Section 2.3(b)(ii3.2(b), the amount of such excess, (yii)(A) plus, if the Final Closing Cash Amount as determined pursuant to Section 2.3(b)(ii3.2(b) exceeds the Estimated Closing Cash Amount, the amount of such excess, (zB) minus, if the Estimated Closing Cash Amount exceeds the Final Closing Cash Amount as determined pursuant to Section 2.3(b)(ii3.2(b), the amount of such excess, (iii)(A) plus, if the Estimated Indebtedness Amount as determined pursuant to Section 3.2(b) exceeds the Final Indebtedness Amount, the amount of such excess, (B) minus, if the Final Indebtedness Amount exceeds the Estimated Indebtedness Amount as determined pursuant to Section 3.2(b), the amount of such excess (the difference between result of the Preliminary Final Purchase Price and minus the Final Initial Purchase Price, the “"Final Closing Adjustment”"). (iib) Buyer (if the Final Closing Adjustment is a positive number) or TDYParent (if the Final Closing Adjustment is a negative number), as the case may be, shall, within five (5) Business Days after the later of (w) the determination of the Final Net Working Capital and pursuant to Section 3.2(b), (x) the determination of the Final Closing Cash Amount pursuant to Section 2.3(b)(ii3.2(b), and (y) the determination of the Final Indebtedness Amount pursuant to Section 3.2(b), make payment to the other by wire transfer of immediately available funds to one or more accounts designated by the other of the an amount of equal to the Final Closing Adjustment as determined pursuant to Section 2.3(c)(i3.3(a), together with interest thereon at a rate equal . (c) Without limiting anything else herein to the prime rate contrary, Sellers represent and warrant to Buyer that the schedule of Net Working Capital as published of the end of each of the six months ended June 30, 2009 set forth in The Wall Street Journal Section 3.3(c) of the Sellers' Disclosure Schedule is true, accurate and complete and that Reference Net Working Capital is intended to represent the mathematical average of the Net Working Capital as of such six month ends. Reference Net Working Capital shall be adjusted (upwards but not downwards) for purposes of the definitions in effect Article I and for purposes of Article III (including retroactive calculation of the correct Initial Purchase Price and Final Purchase Price and repayment by Sellers to Buyer of any excess payment in accordance with Section 3.2(b); with any such retroactive calculation and repayment to be made during the time period during which the Final Purchase Price is determined pursuant to Section 3.2 (b)) based on a recalculation that takes into account any errors or misrepresentations on such schedule. For all purposes of this Agreement, all calculations of Net Working Capital or Reference Net Working Capital are calculated based on the Closing Dateassets and liabilities existing immediately prior to the dissolution of the Joint Venture, provided, that in calculating Net Working Capital at Closing, the calculation shall give effect to the dissolution of the AB Joint Venture contemplated by Section 7.28 and for the period from sake of clarity shall be calculated after giving effect to the Closing Date through provisions of Section 7.28(iii). Sellers shall provide reasonable access, during normal business hours and including upon reasonable notice, to personnel of Sellers and to relevant work papers, schedules, memoranda and other documents prepared or reviewed by Sellers or any of its accountants or other representatives relevant to the date determination of paymentReference Net Working Capital, such access be provided promptly after request by Buyer and/or its representatives.

Final Purchase Price Determination. (i) The Final Purchase Price shall be equal to the Preliminary Purchase Price, (w) plus, if the Final Net Working Capital as determined pursuant to Section 2.3(b)(ii) exceeds the Estimated Net Working Capital, the amount of such excess, (x) minus, if the Estimated Net Working Capital exceeds the Final Net Working Capital as determined pursuant to Section 2.3(b)(ii), the amount of such excess, (y) plus, if the Final Closing Cash Amount as determined pursuant to Section 2.3(b)(ii) exceeds the Estimated Closing Cash Amount, the amount of such excess, (z) minus, if the Estimated Closing Cash Amount exceeds the Final Closing Cash Amount as determined pursuant to Section 2.3(b)(ii), the amount of such excess (the difference between the Preliminary Purchase Price and the Final Purchase Price, the “"Final Closing Adjustment”"). (ii) Buyer or TDY, as the case may be, shall, within five (5) Business Days after the determination of the Final Net Working Capital and Final Closing Cash Amount pursuant to Section 2.3(b)(ii), make payment to the other by wire transfer of immediately available funds to one or more accounts designated by the other of the amount of the Final Closing Adjustment as determined pursuant to Section 2.3(c)(i), together with interest thereon at a rate equal to the prime rate as published in The Wall Street Journal in effect on the Closing Date, for the period from the Closing Date through and including the date of payment.

Final Purchase Price Determination. (ia) The Final Purchase Price shall be equal to the Preliminary Purchase Price, (wi)(A) plus, if the Final Net Working Capital as determined pursuant to Section 2.3(b)(ii3.2(b) exceeds the Estimated Net Working Capital, the amount of such excess, or (xB) minus, if the Estimated Net Working Capital exceeds the Final Net Working Capital as determined pursuant to Section 2.3(b)(ii3.2(b), the amount of such excess, (yii)(A) plus, if the Final Closing Cash Amount as determined pursuant to Section 2.3(b)(ii3.2(b) exceeds the Estimated Closing Cash Amount, the amount of such excess, or (zB) minus, if the Estimated Closing Cash Amount exceeds the Final Closing Cash Amount as determined pursuant to Section 2.3(b)(ii3.2(b), the amount of such excess, (iii) (A) minus, if the Final Indebtedness Amount as determined pursuant to Section 3.2(b) exceeds the Estimated Indebtedness Amount, the amount of such excess, or (B) plus, if the Estimated Indebtedness Amount exceeds the Final Indebtedness Amount as determined pursuant to Section 3.2(b), minus (iv) any Final Excess Sales Margin determined pursuant to Section 3.2(b), the amount of such excess (the difference between the Preliminary Purchase Price and the Final Purchase Price, the “"Final Closing Adjustment”"). (iib) If the Preliminary Purchase Price is greater than the Final Purchase Price, then Seller shall pay to Buyer the Final Closing Adjustment. If the Final Purchase Price is greater than the Preliminary Purchase Price, Buyer shall pay to Seller the Final Closing Adjustment. Buyer or TDYVPI, as the case may be, shall, within five (5) Business Days after the latest of (w) the determination of the Final Net Working Capital and pursuant to Section 3.2(b), (x) the determination of the Final Closing Cash Amount pursuant to Section 2.3(b)(ii3.2(b), (y) the determination of the Final Indebtedness Amount pursuant to Section 3.2(b) and (z) the determination of the Final Excess Sales Margin pursuant to Section 3.2(b) (the fifth Business Day after such later date, the "Payment Due Date"), make payment to the other by wire transfer of immediately available funds to one or more accounts designated by the other of the amount of the Final Closing Adjustment as determined pursuant to Section 2.3(c)(i3.3(a), together with interest thereon at a rate per annum equal to the prime rate as published in The Wall Street Journal in effect on the Closing Date, 5% for the period from the Closing Date through and including the earlier of the date of paymentpayment and the Payment Due Date.