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

Post-Closing Purchase Price Adjustment. (a) In the event that Closing Date Net Working Capital as reflected on the Final Purchase Price Adjustment Statement is greater than Estimated Closing Date Net Working Capital by more than $250,000, Buyer shall pay Seller an amount equal to the difference between the Closing Date Net Working Capital and the Estimated Closing Date Net Working Capital. In the event that Closing Date Net Working Capital as reflected on the Final Purchase Price Adjustment Statement is less than Estimated Closing Date Net Working Capital by more than $250,000, Seller shall pay Buyer an amount equal to the difference between the Closing Date Net Working Capital and Estimated Closing Date Net Working Capital. (b) In the event that the Closing Date Cash as reflected on the Final Purchase Price Adjustment Statement is greater than Estimated Closing Cash Amount, Buyer shall pay Seller an amount equal to the difference between the Closing Date Cash and the Estimated Closing Cash Amount. In the event that Closing Date Cash as reflected on the Final Purchase Price Adjustment Statement is less than Estimated Closing Cash Amount, Seller shall pay Buyer an amount equal to the difference between the Closing Date Cash and the Estimated Closing Cash Amount. (c) In the event that Closing Date Indebtedness as reflected on the Final Purchase Price Adjustment Statement is greater than Estimated Closing Indebtedness Amount, Seller shall pay Buyer an amount equal to the difference between the Closing Date Indebtedness and Estimated Closing Indebtedness Amount. In the event that Closing Date Indebtedness as reflected on the Final Purchase Price Adjustment Statement is less than Estimated Closing Indebtedness Amount, Buyer shall pay Seller an amount equal to the difference between the Closing Date Indebtedness and Estimated Closing Indebtedness Amount. (d) Any amounts payable pursuant to this Section 2.10 shall be paid within four (4) Business Days after final determination of the Final Purchase Price Adjustment Statement by wire transfer of immediately available funds to an account designated by the party receiving such payment, provided, that if Buyer is entitled to any payment, and Seller is also entitled to any payment, in each case pursuant to this Section 2.10, then such payments shall be netted against each other for purposes of determining the aggregate net amount payable to Seller or Buyer, as applicable. (e) Seller and Buyer agree to treat any payment made pursuant to this Section 2.10 as an adjustment to the Closing Consideration Amount for all Tax purposes.

Post-Closing Purchase Price Adjustment. (a) In On the event that date which is seventy-five (75) days following the Closing Date Net Working Capital as reflected on Date, the Final Purchase Price shall be adjusted by the parties hereto pursuant to the provisions of this Section 3.7 to the extent necessary. (b) If the Audited Inventory Amount is greater than the Seller Inventory Amount estimated in the Purchase Price Adjustment Statement Certificate, then the difference shall result in a corresponding increase to the Purchase Price. If the Audited Inventory Amount is less than the Seller Inventory Amount estimated in the Purchase Price Adjustment Certificate, then the difference will result in a corresponding decrease to the Purchase Price. (c) If the Audited Receivable Amount is greater than Estimated Closing Date Net Working Capital by more the Seller Receivable Amount estimated in the Purchase Price Adjustment Certificate, then the difference shall result in a corresponding increase to the Purchase Price. If the Audited Receivable Amount is less than $250,000the Seller Receivable Amount estimated in the Purchase Price Adjustment Certificate, then the difference shall result in a corresponding decrease to the Purchase Price. (d) If the Audited Pro Rated Amount is greater than the Seller Pro Rated Amount estimated in the Purchase Price Adjustment Certificate, then the difference shall result in a corresponding decrease to the Purchase Price. If the Audited Pro Rated Amount is less than the Seller Pro Rated Amount estimated in the Purchase Price Adjustment Certificate, then the difference shall result in a corresponding increase to the Purchase Price. (e) If the Audited Buyer Payables is greater than the Seller Payable Amount estimated in the Purchase Price Adjustment Certificate, then the difference shall result in a corresponding increase to the Purchase Price. If the Audited Buyer Payables is less then the Seller Payable Amount estimated in the Purchase Price Adjustment Certificate, Buyer shall will pay to Seller an amount equal to such amount. (f) Seller represents that as of August 1, 2002 Seller had 3,075 subscribers in the difference between the Closing Date Net Working Capital and the Estimated Closing Date Net Working Capitalproperties being sold hereunder. In the event that Closing Date Net Working Capital as reflected on the Final Purchase Price Adjustment Statement Audited Subscribers Number is less than Estimated Closing Date Net Working Capital Buyer Subscribers Number, the Purchase Price shall be reduced, on a per Subscriber basis, by more than $250,000, Seller shall pay 925 per Subscriber shortfall from the Buyer an amount equal to the difference between the Closing Date Net Working Capital and Estimated Closing Date Net Working CapitalSubscribers Number. (bg) In the event that the Closing Date Cash as reflected on the Final Purchase Price Adjustment Statement is greater than Estimated Closing Cash Amount, Buyer shall pay Seller an amount equal to the difference between the Closing Date Cash and the Estimated Closing Cash Amount. In the event that Closing Date Cash as reflected on the Final Purchase Price Adjustment Statement is less than Estimated Closing Cash Amount, Seller shall pay Buyer an amount equal to the difference between the Closing Date Cash and the Estimated Closing Cash Amount. The adjustments contemplated by clauses (ca) In the event that Closing Date Indebtedness as reflected on the Final Purchase Price Adjustment Statement is greater than Estimated Closing Indebtedness Amount, Seller shall pay Buyer an amount equal to the difference between the Closing Date Indebtedness and Estimated Closing Indebtedness Amount. In the event that Closing Date Indebtedness as reflected on the Final Purchase Price Adjustment Statement is less than Estimated Closing Indebtedness Amount, Buyer shall pay Seller an amount equal to the difference between the Closing Date Indebtedness and Estimated Closing Indebtedness Amount. through (df) Any amounts payable pursuant to this Section 2.10 shall be paid within four (4) Business Days after final determination of the Final Purchase Price Adjustment Statement by wire transfer of immediately available funds to an account designated by the party receiving such payment, provided, that if Buyer is entitled to any payment, and Seller is also entitled to any payment, in each case pursuant to this Section 2.10, then such payments above shall be netted against each other for purposes of determining the aggregate net amount payable to Seller other, with any positive or Buyernegative difference resulting in a corresponding increase or decrease, as applicable. (e) Seller and Buyer agree to treat any payment made pursuant to this Section 2.10 as an adjustment , to the Closing Consideration Amount for all Tax purposesPurchase Price.

Post-Closing Purchase Price Adjustment. (a) In the event that the Closing Date Net Working Capital as reflected on the Final Purchase Price Adjustment Statement is greater than Estimated Closing Date Net Working Capital by more than $250,000exceeds the Upper Adjustment Amount, Seller shall be entitled to payment from Buyer shall pay Seller in an amount equal to the difference between the Closing Date Net Working Capital and the Estimated Closing Date Net Working Capitalamount of such excess. In the event that Closing Date Net Working Capital as reflected on the Final Purchase Price Adjustment Statement is less than Estimated Closing Date Net Working Capital by more than $250,000the Lower Adjustment Amount, Buyer shall be entitled to payment from Seller shall pay Buyer in an amount equal to the difference between amount of such deficit. In the event that the Closing Date Net Working Capital and Estimated Closing Date Net Working Capitalas reflected on the Final Purchase Price Adjustment Statement is equal to or greater than the Lower Adjustment Amount, but equal to or less than the Upper Adjustment Amount, no adjustment will be due. (b) In the event that the Closing Date Cash as reflected on the Final Purchase Price Adjustment Statement is greater than the Estimated Closing Cash Amount, Seller shall be entitled to payment from Buyer shall pay Seller in an amount equal to the difference between the Closing Date Cash and the Estimated Closing Cash Amountdifference. In the event that the Closing Date Cash as reflected on the Final Purchase Price Adjustment Statement is less than the Estimated Closing Cash Amount, Buyer shall be entitled to a payment from Seller shall pay Buyer in an amount equal to the difference between difference. In the event that the Closing Date Cash and as reflected on the Final Purchase Price Adjustment Statement is equal to the Estimated Closing Cash Amount, no adjustment will be due. (c) In the event that the Closing Date Indebtedness as reflected on the Final Purchase Price Adjustment Statement is greater than the Estimated Closing Indebtedness Amount, Buyer shall be entitled to a payment from Seller shall pay Buyer in an amount equal to the difference between the Closing Date Indebtedness and Estimated Closing Indebtedness Amountdifference. In the event that the Closing Date Indebtedness as reflected on the Final Purchase Price Adjustment Statement is less than the Estimated Closing Indebtedness Amount, Seller shall be entitled to payment from Buyer shall pay Seller in an amount equal to the difference between difference. In the event that the Closing Date Indebtedness and Estimated Closing Indebtedness Amount. (d) Any amounts payable pursuant to this Section 2.10 shall be paid within four (4) Business Days after final determination of as reflected on the Final Purchase Price Adjustment Statement by wire transfer of immediately available funds is equal to the Estimated Closing Indebtedness Amount, no adjustment will be due. (d) In the event that the Closing Date Company Transaction Expenses as reflected on the Final Purchase Price Adjustment Statement are greater than the Estimated Closing Date Company Transaction Expenses, Buyer shall be entitled to a payment from Seller in an account designated by amount equal to the party receiving such paymentdifference. In the event that the Closing Date Company Transaction Expenses as reflected on the Final Purchase Price Adjustment Statement are less than the Estimated Closing Date Company Transaction Expenses, providedSeller shall be entitled to payment from Buyer in an amount equal to the difference. In the event that the Closing Date Company Transaction Expenses as reflected on the Final Purchase Price Adjustment Statement are equal to the Estimated Closing Date Company Transaction Expenses, that if no adjustment will be due. (e) If Buyer is entitled to any payment, on the one hand, and Seller is also entitled to any payment, on the other hand, in each case pursuant to this Section 2.103.4, then such payments shall be netted against each other for purposes of determining the aggregate net amount payable to Seller P:01274586-13:86B79.003 23 I\14146902.20 Seller, on the one hand, or Buyer, on the other hand, as applicableapplicable (such amount, the "Purchase Price Adjustment Amount"). (ef) Within ten (10) days after the final determination of the Final Purchase Price Adjustment Statement, (i) if Buyer is entitled to any payment pursuant to this Section 3.4, (A) Seller and Buyer shall provide joint written instructions to the Escrow Agent to (1) release to Buyer the Purchase Price Adjustment Amount, and (2) release the balance, if any, to Seller, and (B) to the extent the Working Capital Escrow Amount is not sufficient to cover the amount owed to Buyer, then Seller shall make payment to Buyer, by wire transfer of immediately available funds, of an amount equal to the difference between the Purchase Price Adjustment Amount and the Working Capital Escrow Amount, or (ii) if Seller is entitled to any payment pursuant to this Section 3.4, Buyer shall make payment to Seller, by wire transfer of immediately available funds, of an amount equal to the Purchase Price Adjustment Amount and direct the Escrow Agent to release the Working Capital Escrow Amount to Seller. (g) Seller, on the one hand, and Buyer, on the other hand, agree to treat any payment made pursuant to this Section 2.10 3.4 as an adjustment to the Closing Consideration Amount Purchase Price for all Tax purposes, except as otherwise required by applicable Law.

Post-Closing Purchase Price Adjustment. (a) In the event that the Closing Date Net Working Capital as reflected on the Final Purchase Price Adjustment Statement is greater than the Estimated Closing Date Net Working Capital by more than $250,000Capital, Buyer shall pay Seller an amount equal to the difference; provided that, if the (i) Estimated Closing Date Working Capital was less than Target Working Capital as of the Closing Date and (ii) Closing Date Working Capital as reflected on the Final Purchase Price Adjustment Statement is equal to or greater than Target Working Capital, then the amount paid by Buyer to Seller under this Section 3.4(a) shall not exceed the difference between the Estimated Closing Date Net Working Capital and the Estimated Closing Date Net Target Working Capital. In the event that Closing Date Net Working Capital as reflected on the Final Purchase Price Adjustment Statement is less than the Estimated Closing Date Net Working Capital, Buyer shall be entitled to payment from Seller of such difference or, without duplication, out of the Adjustment Escrow Account, and if the Adjustment Escrow Account is depleted in connection with the foregoing or the other payments made pursuant to this Section 3.4(a), the remainder of such amount from Seller; provided that, if the (i) Estimated Closing Date Working Capital by more than $250,000, Seller shall pay Buyer an amount was equal to or greater than Target Working Capital as of the Closing Date and (ii) Closing Date Working Capital as reflected on the Final Purchase Price Adjustment Statement is less than Target Working Capital, then the amount paid by Seller to Buyer under this Section 3.4(a) shall equal the difference between the Closing Date Net Target Working Capital and the Closing Date Working Capital as reflected on the Final Purchase Price Adjustment Statement. In the event that the Closing Date Working Capital as reflected on the Final Purchase Price Adjustment Statement is equal to the Estimated Closing Date Net Working Capital, no adjustment will be due. For the avoidance of doubt, if both the Estimated Closing Date Working Capital and the Closing Date Working Capital as reflected on the Final Purchase Price Adjustment Statement are equal to or greater than the Target Working Capital, no adjustment shall be required pursuant to this Section 3.4(a). (b) In the event that the Closing Date Cash as reflected on the Final Purchase Price Adjustment Statement is greater than the Estimated Closing Cash Amount, Buyer shall pay Seller an amount equal to the difference between the Closing Date Cash and the Estimated Closing Cash Amountdifference. In the event that the Closing Date Cash as reflected on the Final Purchase Price Adjustment Statement is less than the Estimated Closing Cash Amount, Buyer shall be entitled to a payment from Seller shall pay Buyer an or, without duplication, out of the Adjustment Escrow Account, and if the Adjustment Escrow Account is depleted in connection with the foregoing or the other payments made pursuant to this Section 3.4, the remainder of such amount equal to from Seller. In the difference between event that the Closing Date Cash and as reflected on the Final Purchase Price Adjustment Statement is equal to the Estimated Closing Cash Amount, no adjustment will be due. (c) In the event that the Closing Date Indebtedness as reflected on the Final Purchase Price Adjustment Statement is greater than the Estimated Closing Indebtedness Amount, Buyer shall be entitled to a payment from Seller shall pay Buyer an or, without duplication, out of the Adjustment Escrow Account, and if the Adjustment Escrow Account is depleted in connection with the foregoing or the other payments made pursuant to this Section 3.4, the remainder of such amount equal to the difference between the Closing Date Indebtedness and Estimated Closing Indebtedness Amountfrom Seller. In the event that the Closing Date Indebtedness as reflected on the Final Purchase Price Adjustment Statement is less than the Estimated Closing Indebtedness Amount, Buyer shall pay Seller an amount equal to the difference between difference. In the event that the Closing Date Indebtedness and as reflected on the Final Purchase Price Adjustment Statement is equal to the Estimated Closing Indebtedness Amount, no adjustment will be due. (d) In the event that the Closing Date Company Transaction Expenses as reflected on the Final Purchase Price Adjustment Statement are greater than the Estimated Closing Date Company Transaction Expenses, Buyer shall be entitled to a payment from Seller or, without duplication, out of the Adjustment Escrow Account, and if the Adjustment Escrow Account is depleted in connection with the foregoing or the other payments made pursuant to this Section 3.4, the remainder of such amount from Seller. In the event that the Closing Date Company Transaction Expenses as reflected on the Final Purchase Price Adjustment Statement are less than the Estimated Closing Date Company Transaction Expenses, Buyer shall pay Seller an amount equal to the difference. In the event that the Closing Date Company Transaction Expenses as reflected on the Final Purchase Price Adjustment Statement are equal to the Estimated Closing Date Company Transaction Expenses, no adjustment will be due. (e) Any amounts payable pursuant to this Section 2.10 3.4 shall be paid within four two (42) Business Days after final determination of the Final Purchase Price Adjustment Statement by wire transfer of immediately available funds to an account designated in advance by the party receiving such the payment, provided, that if . If Buyer is entitled to any payment, on the one hand, and Seller is also entitled to any payment, on the other hand, in each case pursuant to this Section 2.103.4, then such payments shall be netted against each other for purposes of determining the aggregate net amount payable to Seller Seller, on the one hand, or Buyer, on the other hand, as applicable. (ef) Seller Seller, on the one hand, and Buyer Buyer, on the other hand, agree to treat any payment made pursuant to this Section 2.10 3.4 as an adjustment to the Closing Consideration Amount Purchase Price for all Tax purposes, except as otherwise required by applicable Law.