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

Post-Closing Purchase Price Adjustment. 3.2.1 Without prejudice to Clause 3.2.2, the Purchase Price shall be adjusted after the Closing Date on a euro-per-euro basis by an amount that shall be the result of applying the following formula (the “Price Adjustment Amount”): (i) the amount, if any, by which the Closing Date Intra-group Indebtedness falls short of EUR 0.00; minus (ii) the amount, if any, by which the Closing Date Intra-group Indebtedness exceeds EUR 0.00; plus (iii) the amount, if any, by which the Closing Date Working Capital exceeds EUR 0.00; minus (iv) the amount, if any, by which the Closing Date Working Capital falls short of EUR 0.00; plus (v) the Closing Date CAPEX Amount, if any. [***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to omitted portions. 3.2.2 The Price Adjustment Amount shall be determined by the Parties or, as the case may be, by the Independent Expert in accordance with the procedure set out in this Clause 3.2, provided that if the Price Adjustment Amount is a positive number it shall for the purpose of this Agreement never exceed (and, as the case may be, be limited to) the sum of [***] euro (EUR [***]) plus the Closing Date CAPEX Amount. 3.2.3 If the Price Adjustment Amount is a positive number, the Purchase Price shall be adjusted upwards by such amount. If the Price Adjustment Amount is a negative number, the Purchase Price shall be adjusted downwards by such amount.