Common use of Post-Closing Adjustment to the Purchase Price Clause in Contracts

Post-Closing Adjustment to the Purchase Price. (a) On or before the date that is sixty (60) days after the Closing Date, Seller shall prepare and deliver to Purchaser a revised Closing Statement setting forth the Purchase Price adjustments and the Adjusted Purchase Price. To the extent reasonably required by Seller, Purchaser shall assist in the preparation of the revised Closing Statement. Seller shall provide to Purchaser such data and information as Purchaser may reasonably request supporting the amounts reflected on the revised Closing Statement in order to permit Purchaser to perform or cause to be performed an audit of the revised Closing Statement at Purchaser's expense. The revised Closing Statement shall become final and binding upon the parties on the date (the "Final Settlement Date") that is thirty (30) days following receipt thereof by Purchaser unless Purchaser gives written notice of its disagreement ("Notice of Disagreement") to Seller prior to such date. Any Notice of Disagreement shall specify in detail the dollar amount, nature, and basis of any disagreement so asserted. If a Notice of Disagreement is received by Seller in a timely manner, then Seller and Purchaser shall diligently work in good faith to reach agreement on a final Closing Statement. If the Parties fail to agree on the final Closing Statement within thirty (30) days after the date of the Notice of Disagreement, the matter may be submitted by either party to arbitration under Section 9.9. The Closing Statement shall become final and binding on the Parties on, and the Final Settlement Date shall be, the earlier of (i) the date upon which Seller and Purchaser agree in writing with respect to all matters specified in the Notice of Disagreement or (ii) the date on which the arbitrators' final decision is issued under Section 9.9.

Post-Closing Adjustment to the Purchase Price. (a) On or before the date that is sixty (60) days after the Closing Date, Seller shall prepare and deliver to Purchaser a revised Closing Statement setting forth the Purchase Price adjustments and the Adjusted Purchase Price. To the extent reasonably required by Seller, Purchaser shall assist in the preparation of the revised Closing Statement. Seller shall provide to Purchaser such data and information as Purchaser may reasonably request supporting the amounts reflected on the revised Closing Statement in order to permit Purchaser to perform or cause to be performed an audit of the revised Closing Statement at Purchaser's ’s expense. The revised Closing Statement shall become final and binding upon the parties on the date (the "“Final Settlement Date"”) that is thirty (30) days following receipt thereof by Purchaser unless Purchaser gives written notice of its disagreement ("“Notice of Disagreement"”) to Seller prior to such date. Any Notice of Disagreement shall specify in detail the dollar amount, nature, and basis of any disagreement so asserted. If a Notice of Disagreement is received by Seller in a timely manner, then Seller and Purchaser shall diligently work in good faith to reach agreement on a final Closing Statement. If the Parties fail to agree on the final Closing Statement within thirty (30) days after the date of the Notice of Disagreement, the matter may be submitted by either party to arbitration under Section 9.9. The Closing Statement shall become final and binding on the Parties on, and the Final Settlement Date shall be, the earlier of (i) the date upon which Seller and Purchaser agree in writing with respect to all matters specified in the Notice of Disagreement or (ii) the date on which the arbitrators' ’ final decision is issued under Section 9.9.

Post-Closing Adjustment to the Purchase Price. (a) On or before the date that is Within sixty (60) days after subsequent to the Closing Date, Seller Buyer shall prepare and deliver determine the post-closing cash adjustment (the “Cash Adjustment”), which Cash Adjustment shall be equal to Purchaser a revised Closing Statement setting forth the Purchase Price adjustments and difference between the Adjusted Purchase Price. To the extent reasonably required by Seller, Purchaser shall assist in the preparation Net Equity of the revised Closing Statement. Seller shall provide to Purchaser such data and information Company as Purchaser may reasonably request supporting the amounts reflected set forth on the revised Closing Statement Cut-Off Balance Sheet (as such Net Equity of the Company may be adjusted (other than for income tax-related items) by Buyer in order to permit Purchaser to perform or cause good faith consistent with the post-closing audit of the Company to be performed an audit of the revised Closing Statement at Purchaser's expense. The revised Closing Statement shall become final by Buyer’s independent auditors) and binding upon the parties on the date (the "Final Settlement Date") that is thirty (30) days following receipt thereof by Purchaser unless Purchaser gives written notice of its disagreement ("Notice of Disagreement") to Seller prior to such date. Any Notice of Disagreement shall specify in detail the dollar amount, nature, and basis of any disagreement so asserted. If a Notice of Disagreement is received by Seller in a timely manner, then Seller and Purchaser shall diligently work in good faith to reach agreement on a final Closing Statement$16,500,000. If the Parties fail to agree Net Equity of the Company as set forth on the final Closing Statement Cut-Off Balance Sheet (as may be adjusted as set forth above) is less than $16,500,000, the Shareholders shall pay to Buyer an amount equal to the Cash Adjustment. If the Net Equity of the Company as set forth on the Cut-Off Balance Sheet (as may be adjusted as set forth above) is greater than $16,500,000, Buyer shall pay to the Shareholders (pro rata pursuant to their relative shareholdings set forth on Schedule I attached hereto) an amount equal to the Cash Adjustment. Buyer shall promptly deliver to the Shareholders a reasonably detailed calculation of the Cash Adjustment along with the basis for such calculations. If the Shareholders do not object to the amount of the Cash Adjustment within thirty twenty (3020) days of receipt thereof, the Shareholders shall pay to Buyer, or Buyer shall pay to the Shareholders, as the case may be, no later than the fifth (5th) business day after the date twentieth (20th) day following receipt of the Notice calculation of Disagreementthe Cash Adjustment an amount in cash equal to the Cash Adjustment, the matter may be submitted by either party to arbitration under Section 9.9. The Closing Statement shall become final and binding on the Parties on, and the Final Settlement Date shall be, the earlier of (i) the date upon which Seller and Purchaser agree in writing with respect to all matters specified in the Notice of Disagreement or (ii) the date on which the arbitrators' final decision is issued under Section 9.9if any.

Post-Closing Adjustment to the Purchase Price. (a) On or before After the date that is sixty (60) Closing, subject to the following provisions of this Section 2.8, the Purchase Price as determined at the Effective Date by the Parties may be further adjusted based on the Statement of Assets Acquired, as of the Effective Date, as audited by Gxxxx Xxxxxxxx at the expense of the Buyer and completed within ninety days after following the Closing Date, Seller shall prepare and deliver to Purchaser a revised Closing Statement setting forth the Purchase Price adjustments and the Adjusted Purchase Price. To the extent reasonably required by Seller, Purchaser shall assist in In connection with the preparation of the revised audited Statement of Assets Acquired, Gxxxx Xxxxxxxx shall observe the accounting rules and principles set forth in Section 2.5 above. In this regard, any post-Closing Statement. Seller shall provide to Purchaser such data and information as Purchaser may reasonably request supporting adjustment or audit will not question or consider the amounts reflected on fifty percent (50%) reserve percentage for Trade Accounts Receivable of Section 2.5 or the revised Closing Statement $497,000 reserve for inventory specified in order to permit Purchaser to perform or cause to be performed an audit of the revised Closing Statement at Purchaser's expense. The revised Closing Statement shall become final and binding upon the parties on the date (the "Final Settlement Date") that is thirty (30) days following receipt thereof by Purchaser unless Purchaser gives written notice of its disagreement ("Notice of Disagreement") to Seller prior to such date. Any Notice of Disagreement shall specify in detail the dollar amount, natureSection 2.5, and basis those reserves will apply for purposes of any disagreement so assertedthis Section 2.8. If a Notice Unless disputed by Sellers, once the Statement of Disagreement is received by Seller in a timely mannerAssets Acquired has been audited, then Seller and Purchaser the final Purchase Price shall diligently work in good faith to reach agreement on a final Closing Statementbe determined. If the Parties fail to agree on Sellers disagree with the final Closing Statement Purchase Price as so determined, then they may within thirty ten Business Days deliver a written objection thereto (30) days after a “Dispute Notice”), and the date Buyer and the Sellers shall jointly retain an accounting firm other than Gxxxx Xxxxxxxx to calculate the final Purchase Price, whose determination of the Notice of Disagreement, the matter may same shall be submitted by either party to arbitration under Section 9.9. The Closing Statement shall become final and binding on the Parties onparties absent manifest error. In the event such an additional accounting firm is retained, half of the cost of retaining such additional accounting firm shall be paid by the Sellers and the Final Settlement other half shall be paid by the Buyer. Failure of the Sellers to provide a timely Dispute Notice shall constitute waiver of the Sellers’ right to dispute such post-Closing adjustment to the Estimated Purchase Price and shall allow the Buyer to make a drawing on the Escrowed Funds as contemplated by the Escrow Agreement. The Purchase Price as determined under this Section 2.8 shall be the final Purchase Price; provided, however, that if no adjustments to the Purchase Price determined as of the Closing Date shall be, the earlier of (i) the date upon which Seller and Purchaser agree in writing with respect to all matters specified in the Notice of Disagreement manner contemplated by Section 2.6 or (ii) the date on which the arbitrators' final decision 2.7 shall have been made and no adjustment is issued made under this Section 2.8, then such Purchase Price calculated under Section 9.92.4 will be the final Purchase Price.

Post-Closing Adjustment to the Purchase Price. (a) Revised Closing Statement. On or before the date that is sixty ninety (6090) days after the Closing Date, Seller shall prepare and deliver to Purchaser Buyer a revised Closing Statement setting forth the Purchase Price adjustments and the Adjusted Purchase PriceSeller’s calculation of such amount. To the extent reasonably required by Seller, Purchaser Buyer shall assist in the preparation of the revised Closing Statement. Seller shall provide to Purchaser Buyer such data and information and access to Seller’s personnel as Purchaser Buyer may reasonably request supporting the amounts reflected on the revised Closing Statement in order to permit Purchaser Buyer to perform or cause to be performed an audit of the revised Closing Statement at Purchaser's Buyer’s expense. The revised Closing Statement shall become final and binding upon the parties Parties on the date (the "“Final Settlement Date"”) that is thirty (30) days following receipt thereof by Purchaser Buyer unless Purchaser Buyer gives written notice of its disagreement with the revised Closing Statement ("“Notice of Disagreement"”) to Seller prior to such date. Any Notice of Disagreement shall specify in detail the dollar amount, nature, and basis of any disagreement so asserted. If a Notice of Disagreement is received by Seller in a timely manner, then Seller and Purchaser shall diligently work in good faith to reach agreement on a final Closing Statement. If the Parties fail to agree on the final Closing Statement within thirty (30as revised in accordance with paragraph (b) days after the date of the Notice of Disagreement, the matter may be submitted by either party to arbitration under Section 9.9. The Closing Statement below) shall become final and binding on the Parties on, and the Final Settlement Date shall be, the earlier of (i) the date upon which Seller and Purchaser Buyer agree in writing with respect to all matters specified in the Notice of Disagreement or (ii) the date on upon which the arbitrators' final decision Arbitrator’s Closing Statement (as hereinafter defined) is issued under Section 9.9by the Closing Statement Arbitrator (as hereinafter defined).

Post-Closing Adjustment to the Purchase Price. (a) On or before the date that is sixty (60) days 1.5.1 As soon as reasonably practicable after the Closing Date, Seller the Purchaser will prepare a balance sheet (the "Closing Balance Sheet") reflecting the assets, liabilities and net worth of the Company as of the Closing Date. The Closing Balance Sheet shall prepare be prepared in accordance with generally accepted accounting principles and deliver to Purchaser otherwise in a revised Closing Statement setting forth manner consistent with that used by the Purchase Price adjustments and the Adjusted Purchase Price. To the extent reasonably required by Seller, Purchaser shall assist Company in the preparation of the revised January 31 Balance Sheet (as hereinafter defined). The Closing Statement. Seller shall provide to Purchaser such data and information as Purchaser may reasonably request supporting Balance Sheet will be submitted by the amounts reflected on the revised Closing Statement in order to permit Purchaser to perform or cause to be performed an audit the Sellers who will, within 15 business days after receipt of the revised Closing Statement at Purchaser's expense. The revised Closing Statement shall become final and binding upon Balance Sheet, notify the parties on the date Purchaser in writing (the "Final Settlement DateException Notice") that is thirty (30) days following receipt thereof by Purchaser unless Purchaser gives written notice of its disagreement ("Notice of Disagreement") to Seller prior to such date. Any Notice of Disagreement shall specify in detail the dollar amount, nature, and basis of any disagreement so assertedexceptions which they take thereto (with such exceptions specified in writing in reasonable detail, including a quantification of the consequences of each such exception). If a no Exception Notice of Disagreement is has been received by Seller in a timely manner, then Seller and the Purchaser shall diligently work in good faith to reach agreement on a final Closing Statement. If the Parties fail to agree on the final Closing Statement within thirty (30) days after the date of the Notice of Disagreementsuch 15 day period, the matter may Closing Balance Sheet shall be submitted by either party to arbitration under Section 9.9. The Closing Statement shall become final and binding on all parties to this Agreement. If an Exception Notice has been timely given to the Parties onPurchaser by the Sellers, the Purchaser and the Sellers shall attempt for a period of not exceeding 30 days after receipt of the Exception Notice to reconcile their differences. Absent such reconciliation, each unresolved exception to the Closing Balance Sheet shall be submitted in writing for final resolution to a nationally recognized independent public accounting firm (the "Arbiter") jointly selected by the Purchaser and the Sellers. If the Purchaser and the Sellers are unable to agree by not later than the end of the foregoing 30-day period on the identity of an Arbiter, then it shall be Arthxx Andexxxx & Xo., or, if that firm refuses or is unable to serve, Ernst & Young. Each of the parties shall be entitled to make a written submission concerning each unresolved exception to the Arbiter within 15 business days of the Arbiter's acceptance of the engagement. The Arbiter shall review such written submissions and the parties shall submit such further information as the Arbiter may request, including written and oral testimony. The decision of the Arbiter as to whether any changes should be made in the Closing Balance Sheet shall be rendered in writing within 30 days after the end of such 15 day period for written submissions to it, and such decision shall be final and binding on all parties to this Agreement, and may be enforced by court proceedings. The Purchaser and the Final Settlement Date Sellers shall be, each pay one-half of the earlier fee and expenses of (i) the date upon which Seller and Purchaser agree in writing with respect to all matters specified in the Notice of Disagreement or (ii) the date on which the arbitrators' final decision is issued under Section 9.9Arbiter.