Common use of Initial Purchase Price Adjustment Clause in Contracts

Initial Purchase Price Adjustment. The Purchase Price shall be adjusted on or prior to the Closing Date as follows: (a) Sellers shall prepare and deliver to Buyers not less than five (5) Business Days prior to the Closing Date, (i) Sellers’ most recent month-end balance sheets in respect of the Facilities (which balance sheets shall be prepared in accordance with GAAP applied on a basis consistent with the Reference Balance Sheets) (the “Interim Balance Sheets”); (ii) a copy of Sellers’ trial balances in respect of the Facilities as of the date of the Interim Balance Sheets; and (iii) schedules setting forth in reasonable detail Sellers’ calculation of (A) each of the Initial Purchase Price Adjustments determined as of the date of the Interim Balance Sheets and (B) the Initial Purchase Price (collectively, the “Initial Closing Statement”). (b) Sellers shall (i) consult with Buyers and its representatives with respect to the Initial Closing Statement and (ii) permit Buyers and their representatives to review Sellers’ work papers relating thereto. Buyers may object to any of the information contained in the Initial Closing Statement that could affect the Initial Purchase Price by delivering written notice of such objections to Sellers not less than two (2) Business Days after receipt of the Initial Closing Statement. If Buyers timely raise any such objections prior to the Closing, Buyers and Sellers will attempt to resolve such objections in good faith prior to the Closing Date; provided, however, that to the extent Buyers and Sellers are unable to resolve such issues prior to the Closing, then, for purposes of determining the Initial Purchase Price, the parties will use Sellers’ proposed calculations of such amounts as reflected in the Initial Closing Statement.

Initial Purchase Price Adjustment. The Purchase Price shall be adjusted on or prior to the Closing Date as follows: (a) Sellers shall prepare and deliver to Buyers not less No later than five two (52) Business Days calendar days prior to the Closing Date, (i) the Sellers shall deliver to Purchaser the unaudited consolidated balance sheet of the Sellers as of November 30, 2010, the “Previous Month’s Balance Sheet”), together with a statement based on the Previous Month’s Balance Sheet setting forth the Sellers’ most recent month-end balance sheets in respect calculation of the Facilities (which balance sheets shall be prepared in accordance with GAAP applied on a basis consistent with the Reference Balance Sheets) (the “Interim Balance Sheets”); (ii) a copy of Sellers’ trial balances in respect of the Facilities Net Working Capital as of the date of the Interim Previous Month’s Balance SheetsSheet; and (iii) schedules setting forth in reasonable detail provided, that the Sellers’ calculation of (A) each Net Working Capital shall be prepared in a manner consistent with the preparation of the Initial Purchase Price Adjustments determined Sellers’ calculation of Net Working Capital as of September 30, 2010, as set forth in Section 2.10(a) to the date Sellers’ Disclosure Schedule. Purchaser shall as promptly as practicable review such statement of Net Working Capital, and the Interim Balance Sheets Parties promptly shall discuss in good faith all comments and (B) the Initial Purchase Price (collectively, the “Initial Closing Statement”)questions Purchaser may have with respect to such statement of Net Working Capital. (b) The Purchase Price and Closing Amount payable pursuant to Sections 2.5 and 2.8, respectively, shall be decreased on a dollar-for-dollar basis (without any threshold or deductible for de minimus amounts) by the Initial Adjustment Amount if that amount is negative. If the Initial Adjustment Amount is positive, (x) the Sellers shall be entitled to retain an amount of cash or cash equivalents (the “Excluded Cash”) equal to the lesser of (i) consult with Buyers and its representatives with respect to the Initial Closing Statement Adjustment Amount and (ii) permit Buyers the amount of cash and their representatives cash equivalents of the Sellers, but excluding cash and cash equivalents of Sellers related to review Prepaid Expenses of third-parties held by Sellers, and (y) the Purchase Price and Closing Amount payable in cash pursuant to Sections 2.5 and 2.8, respectively, shall be increased on a dollar-for-dollar basis (without any threshold or deductible for de minimis amounts) by a cash amount equal to the (i) Initial Adjustment Amount minus (ii) the amount of Excluded Cash retained by the Sellers. For the avoidance of doubt, (x) the definition of “Excluded Cash” shall not include the Sellers’ work papers relating thereto. Buyers may object XX Xxxx Deposit but shall include the cash and cash equivalents released or to any be released by HSBC upon Purchaser’s deposit of cash with HSBC to cash collateralize the Purchaser’s Cash Collateralized Letters of Credit, and (y) for the purpose of this Section 2.10(b), “cash and cash equivalents” of the information contained in Sellers shall not include the Initial Closing Statement that could affect the Initial Purchase Price by delivering written notice of such objections to Sellers not less than two (2) Business Days after receipt of the Initial Closing Statement. If Buyers timely raise any such objections prior to the Closing, Buyers and Sellers will attempt to resolve such objections in good faith prior to the Closing Date; provided, however, that to the extent Buyers and Sellers are unable to resolve such issues prior to the Closing, then, for purposes of determining the Initial Purchase Price, the parties will use Sellers’ proposed calculations XX Xxxx Deposit but shall include the cash and cash equivalents released or to be released by HSBC upon Purchaser’s deposit of such amounts as reflected in cash with HSBC to cash collateralize the Initial Closing StatementPurchaser’s Cash Collateralized Letters of Credit.

Initial Purchase Price Adjustment. The (i) Within ten (10) calendar days following the Closing Date, Purchaser shall prepare and deliver to Sellers' Representative a statement specifying the amount of Working Capital as of the close of business on the Closing Date (the "Interim Working Capital Statement"), which statement shall be prepared in good faith, in accordance with the accounting principles utilized in the preparation of the Reference Balance Sheet and without giving effect to any audit adjustments or procedures Purchaser might have or may then be implementing to verify or test Working Capital, such as counting of Inventory. (ii) Sellers' Representative, on behalf of Sellers, shall have two (2) calendar days following its receipt of the Interim Working Capital Statement during which either (A) to notify Purchaser of acceptance by Sellers' Representative, on behalf of Sellers, of the Interim Working Capital Statement, or (B) to notify Purchaser of any dispute by Sellers' Representative, on behalf of Sellers, with respect to the Interim Working Capital Statement. If Sellers' Representative shall fail either to so notify Purchaser of acceptance by Sellers' Representative, on behalf of Sellers, of the Interim Working Capital Statement or to so notify Purchaser of any such dispute by Sellers' Representative, on behalf of Sellers, within such two-calendar day period, the Interim Working Capital Statement shall be deemed to have been accepted by Sellers' Representative, on behalf of Sellers. If Sellers' Representative shall notify Purchaser within such two-calendar day period of any dispute by Sellers' Representative, on behalf of Sellers, with respect to the Interim Working Capital Statement, then no adjustment to the Purchase Price shall be adjusted made pursuant to this Section 2.09(a). (iii) In the event that the Interim Working Capital Statement shall be accepted (or shall be deemed to have been accepted) by Sellers' Representative, on or prior behalf of Sellers, pursuant to Section 2.09(a)(ii), Purchaser and Sellers' Representative, on behalf of Sellers, shall promptly deliver to the Closing Date Escrow Agent irrevocable instructions to immediately release Four Million Dollars ($4,000,000) from the Purchase Price Escrow as follows: (aA) Sellers if Working Capital reflected on the Interim Working Capital Statement is less than Fifty Million Dollars ($50,000,000), Purchaser and Sellers' Representative, on behalf of Sellers, shall prepare instruct the Escrow Agent to release and deliver to Buyers not less Purchaser an amount equal to such difference, but in no event more than five Four Million Dollars (5$4,000,000) Business Days prior to the Closing Date, (i) Sellers’ most recent month-end balance sheets in respect of the Facilities (which balance sheets shall be prepared in accordance with GAAP applied on a basis consistent with the Reference Balance Sheets) (the “Interim Balance Sheets”); (ii) a copy of Sellers’ trial balances in respect of the Facilities as of the date of the Interim Balance Sheets; and (iii) schedules setting forth in reasonable detail Sellers’ calculation of (A) each of the Initial Purchase Price Adjustments determined as of the date of the Interim Balance Sheets and (B) the Initial Purchase Price (collectively, the “Initial Closing Statement”). (b) Sellers shall (i) consult with Buyers and its representatives with respect to the Initial Closing Statement and (ii) permit Buyers and their representatives to review Sellers’ work papers relating thereto. Buyers may object to any of the information contained in the Initial Closing Statement that could affect the Initial Purchase Price by delivering written notice of such objections to Sellers not less than two (2) Business Days after receipt of the Initial Closing Statement. If Buyers timely raise any such objections prior to the Closing, Buyers and Sellers will attempt to resolve such objections in good faith prior to the Closing Date; provided, however, that to the extent Buyers and Sellers are unable that the amount distributed to resolve such issues prior Purchaser pursuant to the Closingforegoing clause (A) of this Section 2.09(a)(iii) is less than Four Million Dollars ($4,000,000), thenPurchaser and Sellers' Representative, for purposes on behalf of determining Sellers, shall instruct the Initial Purchase Price, Escrow Agent to release and deliver to Sellers' Representative an amount equal to the parties will use Sellers’ proposed calculations amount by which Four Million Dollars ($4,000,000) exceeds the amount released to Purchaser pursuant to the foregoing clause (A) of such amounts as reflected in the Initial Closing Statementthis Section 2.09(a)(iii).

Initial Purchase Price Adjustment. The (a) At the Closing, the Purchase Price shall be adjusted determined by increasing or decreasing the sum of $62,500,000, by the amount, if any, by which the Estimated Net Book Value as of the close of business on the last day of the Estimation Month is more or less than $62,500,000, multiplied by 1.03. (b) For purposes of determining the Estimated Net Book Value as of the last day of the Estimation Month, the Seller shall provide to the Buyer at least five (5) but no more than ten (10) days prior to the Closing Date as follows: a statement (athe "Preliminary Closing Schedule") Sellers shall prepare and deliver to Buyers not less than five (5) Business Days prior to the Closing Date, consisting of: (i) Sellers’ most recent month-end an estimated consolidated balance sheets in respect sheet of the Facilities Company as of the last day of the Estimation Month (which balance sheets the "Estimated Closing Balance Sheet"), (ii) a calculation of the Estimated Net Book Value based on the Estimated Closing Balance Sheet, and (iii) a calculation of the Purchase Price, as adjusted in accordance with Section 2.4(a), set forth in reasonable detail. The calculation of the Estimated Net Book Value shall be set out in the format attached hereto as Schedule B. The Preliminary Closing Schedule (and each component thereof) shall be prepared in accordance with GAAP applied on a basis consistent with the Reference Balance Sheets) (Financial Statements and in accordance with GAAP and shall include all material back-up or supporting data used in the “Interim Balance Sheets”); (ii) a copy of Sellers’ trial balances in respect preparation of the Facilities as of the date of the Interim Balance Sheets; and (iii) schedules setting forth in reasonable detail Sellers’ calculation of (A) each of the Initial Purchase Price Adjustments determined as of the date of the Interim Balance Sheets and (B) the Initial Purchase Price (collectively, the “Initial Preliminary Closing Statement”). (b) Sellers shall (i) consult with Buyers and its representatives with respect to the Initial Closing Statement and (ii) permit Buyers and their representatives to review Sellers’ work papers relating thereto. Buyers may object to any of the information contained in the Initial Closing Statement that could affect the Initial Purchase Price by delivering written notice of such objections to Sellers not less than two (2) Business Days after receipt of the Initial Closing Statement. If Buyers timely raise any such objections prior to the Closing, Buyers and Sellers will attempt to resolve such objections in good faith prior to the Closing DateSchedule; provided, however, that for purposes of calculating the Estimated Net Book Value (A) all accounts receivable that have arisen subsequent to June 30, 2005 and which have been accounted for as if they were held for sale shall be accounted for as if they were held for investment, with loan loss reserves provided therefor in accordance with GAAP and on a basis consistent with how the Company has accounted for its other receivables held for investment shown in the Financial Statements, and (B) if that certain interest rate swap, ID# 416914B (the "BVCC Derivative") has not been assigned by the Seller to the extent Buyers Company prior to the last day of the Estimation Month, then the amount of the BVCC Derivative that is shown on the books and Sellers are unable records of the Company shall be excluded from the calculation of Estimated Net Book Value; provided, further, however, that for purposes of calculating the Estimated Net Book Value, no adjustment shall be made to resolve the carrying value of the Identified Receivables (including, without limitation, the establishment of any specific reserves with respect thereto). Within three (3) days of its receipt of the Preliminary Closing Schedule, the Buyer shall notify the Seller whether the Buyer agrees with such issues Preliminary Closing Schedule and the calculation of the Estimated Net Book Value or disputes such Preliminary Closing Schedule and the calculation of the Estimated Net Book Value, in the latter case specifying in reasonable detail the points of disagreement and the Buyer's calculation of the Estimated Net Book Value. If any such dispute relating to or an item or items that in the aggregate exceed $100,000 cannot be resolved to the satisfaction of both the Seller and the Buyer prior to the Closing, then, for purposes of determining the Initial Purchase Price, the parties will use Sellers’ proposed calculations of then all such amounts as reflected that are in dispute relating to or an item or items that in the Initial Closing Statementaggregate exceed $100,000 shall be placed in the Restricted Account at Closing.

Initial Purchase Price Adjustment. (a) The parties acknowledge that, prior to Closing, the Sellers' Representative has delivered to the Buyer a certificate in the form annexed hereto as Exhibit C (the "Closing Certificate") setting forth a good faith estimate of (i) the total current liabilities of the Company as of May 31, 1998 (which shall include line items consistent with those line items included in the pro forma consolidated balance sheet as of March 31, 1998 attached hereto in Exhibit C); (ii) the amount of obligations under capital leases; (iii) the expected tax liability to the Company resulting from the Redemption; and (iv) the total current assets of the Company as of May 31, 1998 (which shall include line items consistent with those line items included in the pro forma consolidated balance sheet of the Company as of March 31, 1998 attached hereto in Exhibit C). The Closing Certificate also identifies each of the Company's creditors and the respective amounts owed to such creditors. (b) At the Closing, the Base Purchase Price shall be adjusted on as follows (such adjustment being referred to herein as the "Initial Purchase Price Adjustment"): (i) The Base Purchase Price shall be reduced by the total of clauses (i), (ii) and (iii) in Section 2.3(a) above (collectively, the "Estimated Closing Liabilities"), provided, that under no circumstances shall any liabilities which may arise due to (x) the naming of Olympic Insurance Agency as the Company's and Subsidiary's insurance agent of record pursuant to Section 3.3 or prior (y) the actions taken by the Company pursuant to the last sentence of Section 4.4(d) be considered liabilities of the Company for purposes of the Estimated Closing Date as follows:Liabilities (it being understood that any such liabilities shall remain liabilities of the Company after the Closing Date); and (aii) Sellers The Base Purchase Price shall prepare be (x) increased by the dollar amount, if any, by which the total current assets of the Company as of May 31, 1998 (the "Estimated Closing Current Assets") is greater than $754,000; and deliver to Buyers not (y) decreased by the dollar amount, if any, by which the Estimated Closing Current Assets is less than five $754,000; and (5z) Business Days prior increased by Thirty Thousand Dollars ($30,000) in respect of estimated net operating income of the Company for the month of June 1998 through the Closing Date. Notwithstanding anything to the contrary set forth in this Agreement, as of the Closing Date, the Company will have a minimum of 8 15 $81,000 in cash on hand (i) Sellers’ most recent month-end balance sheets in respect of the Facilities (which balance sheets it being understood that any such cash shall be prepared in accordance with GAAP applied on a basis consistent with the Reference Balance Sheets) (the “Interim Balance Sheets”); (ii) a copy of Sellers’ trial balances in respect of the Facilities as of the date of the Interim Balance Sheets; and (iii) schedules setting forth in reasonable detail Sellers’ calculation of (A) each of the Initial Purchase Price Adjustments determined as of the date of the Interim Balance Sheets and (B) the Initial Purchase Price (collectively, the “Initial Closing Statement”). (b) Sellers shall (i) consult with Buyers and its representatives with respect to the Initial Closing Statement and (ii) permit Buyers and their representatives to review Sellers’ work papers relating thereto. Buyers may object to any of the information contained in the Initial Closing Statement that could affect the Initial Purchase Price by delivering written notice of such objections to Sellers not less than two (2) Business Days after receipt of the Initial Closing Statement. If Buyers timely raise any such objections prior to the Closing, Buyers and Sellers will attempt to resolve such objections in good faith prior to the Closing Date; provided, however, that to the extent Buyers and Sellers are unable to resolve such issues prior to the Closing, then, included for purposes of determining the Estimated Closing Current Assets and Actual Current Assets). The Base Purchase Price as adjusted by the Initial Purchase Price Adjustment shall be referred to herein as the "Initial Adjusted Purchase Price." (c) The Buyer shall, at the parties will use Sellers’ proposed calculations Closing, pay to each of the Company's creditors identified in the Closing Certificate the amount due each such amounts creditor as reflected set forth in the Closing Certificate (it being understood that the payments to be made pursuant to this Section 2.3(c) shall not be an additional reduction in the Base Purchase Price but rather shall constitute a portion of the Estimated Closing Liabilities that, as provided in Section 2.3(b)(i), have been included in the Initial Closing StatementPurchase Price Adjustment).