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

Post-Closing Purchase Price Adjustment. (a) Not more than 120 days after the Closing Date, Purchaser shall deliver to Sellers a balance sheet of the Company as of the Closing Date prepared in accordance with generally accepted accounting principles, consistently applied (GAAP) (the "Closing Balance Sheet") and prepared on a basis consistent with the balance sheet of the Company as of July 31, 2004 (the "Sellers' Balance Sheet") that was prepared by Sellers and is attached hereto as Exhibit 1.3 (a). The Net Working Capital of the Company reflected on the Closing Balance Sheet is referred to herein as the "Purchaser's Working Capital Position." Except as provided in Section 1.3(b) hereof, on or before the 160th day after the Closing Date (the "Adjustment Payment Date") either (i) Sellers shall pay Purchaser in immediately available funds an amount equal to 50.00% of the amount by which the Purchaser's Working Capital Position is less than $2,500,000, or (ii) Purchaser shall pay Sellers in immediately available funds 50.00% of the amount by which the Purchaser's Working Capital Position exceeds $2,500,000. Any payments to or from Sellers hereunder shall be paid by or to each Seller in proportion to such Seller's percentage ownership of the Subject Interest immediately prior to the Closing. All payments under this Section 1.3(a) shall be by wire transfer to an account designated by the party entitled to receive any such payments. For purposes of this Agreement, "Net Working Capital" shall mean, as of the date of determination, an amount equal to (a) the sum of the current assets, including, without limitation, the following items: (i) cash, (ii) accounts receivable-net, (ii) inventories and supplies, and (iii) prepaid expenses, minus (b) the sum of the current liabilities, including, without limitation, the following items: (i) accounts payable, and (ii) accrued expenses, but excluding the current portion of long-term debt.

Post-Closing Purchase Price Adjustment. (a) Not more As promptly as practicable, but in no event later than 120 60 days after following the Closing Date, Purchaser Buyer shall deliver cause to Sellers a be prepared and delivered to Xxxxxx (i) an audited balance sheet of the Company Business as of the Closing Date prepared in accordance with generally accepted accounting principles, consistently applied (GAAP) (the "Closing Balance Sheet") and prepared on a basis consistent with the balance sheet of the Company as of July 31, 2004 (the "Sellers' Balance Sheet") that was prepared by Sellers and is attached hereto as Exhibit 1.3 (a). The Net Working Capital of the Company reflected on the Closing Balance Sheet is referred to herein as the "Purchaser's Working Capital Position." Except as provided in Section 1.3(b) hereof, on or before the 160th day after the Closing Date (the "Adjustment Payment DateAudited Closing Balance Sheet") either (i) Sellers shall pay Purchaser in immediately available funds ), together with an amount equal to 50.00% of the amount audit report thereon by which the Purchaser's Working Capital Position is less than $2,500,000Ernst & Young LLP, or another national accounting firm selected by the Buyer (the "Buyer accountants"), prepared in accordance with GAAP, and (ii) Purchaser shall pay Sellers a statement based on such Audited Closing Balance Sheet setting forth in immediately available funds 50.00% detail a calculation of the amount by which the Purchaser's Closing Date Working Capital Position exceeds $2,500,000. Any payments to or from Sellers hereunder shall be paid by or to each Seller in proportion to such Seller's percentage ownership of the Subject Interest immediately prior to the Closing. All payments under this Section 1.3(a) shall be by wire transfer to an account designated by the party entitled to receive any such paymentsCapital. For purposes of this Agreement, "Net Estimated Working Capital" and "Closing Date Working Capital" shall mean, as of the date of determination, mean an amount equal to (ai) all accounts receivable plus inventory plus prepaid assets plus the sum assets described in Section 2.1(w) plus, in the case of the current assets, including, without limitationcalculation of the Closing Date Working Capital, the following items: (i) cashassets described in Section 2.1(u), as such constitute Transferred Assets, minus (ii) accounts receivable-net, payable and accrued liabilities (ii) inventories and supplies, and (iii) prepaid expenses, minus (b) the sum of the current liabilities, including, without limitationother than accrued Tax Liabilities, the following items: (iRetirement Plan Accruals and any European Severance Accruals) accounts payableincluding the liabilities referred to in Sections 6.3(k) and 6.4, as such constitute Assumed Liabilities, in each case as are accrued and (ii) accrued expensesreflected on the Estimated Closing Balance Sheet and the Audited Closing Balance Sheet, but excluding respectively. Except as set forth below in this Section 3.6(a), the current portion Audited Closing Balance Sheet shall be deemed to be and shall be final, binding and conclusive on the parties hereto. The Audited Closing Balance Sheet shall be deemed final for the purposes of long-term debt.this Section 3.6

Post-Closing Purchase Price Adjustment. (a) Not more As promptly as practicable, but in no event later than 120 60 days after following the Closing Date, Purchaser Buyer shall deliver cause to Sellers a be prepared and delivered to Harrxx (x) an audited balance sheet of the Company Business as of the Closing Date prepared in accordance with generally accepted accounting principles, consistently applied (GAAP) (the "Closing Balance Sheet") and prepared on a basis consistent with the balance sheet of the Company as of July 31, 2004 (the "Sellers' Balance Sheet") that was prepared by Sellers and is attached hereto as Exhibit 1.3 (a). The Net Working Capital of the Company reflected on the Closing Balance Sheet is referred to herein as the "Purchaser's Working Capital Position." Except as provided in Section 1.3(b) hereof, on or before the 160th day after the Closing Date (the "Adjustment Payment DateAudited Closing Balance Sheet") either (i) Sellers shall pay Purchaser in immediately available funds ), together with an amount equal to 50.00% of the amount audit report thereon by which the Purchaser's Working Capital Position is less than $2,500,000Ernst & Young LLP, or another national accounting firm selected by the Buyer (the "Buyer accountants"), prepared in accordance with GAAP, and (ii) Purchaser shall pay Sellers a statement based on such Audited Closing Balance Sheet setting forth in immediately available funds 50.00% detail a calculation of the amount by which the Purchaser's Closing Date Working Capital Position exceeds $2,500,000. Any payments to or from Sellers hereunder shall be paid by or to each Seller in proportion to such Seller's percentage ownership of the Subject Interest immediately prior to the Closing. All payments under this Section 1.3(a) shall be by wire transfer to an account designated by the party entitled to receive any such paymentsCapital. For purposes of this Agreement, "Net Estimated Working Capital" and "Closing Date Working Capital" shall mean, as of the date of determination, mean an amount equal to (ai) all accounts receivable plus inventory plus prepaid assets plus the sum assets described in Section 2.1(w) plus, in the case of the current assets, including, without limitationcalculation of the Closing Date Working Capital, the following items: (i) cashassets described in Section 2.1(u), as such constitute Transferred Assets, minus (ii) accounts receivable-net, payable and accrued liabilities (ii) inventories and supplies, and (iii) prepaid expenses, minus (b) the sum of the current liabilities, including, without limitationother than accrued Tax Liabilities, the following items: (iRetirement Plan Accruals and any European Severance Accruals) accounts payableincluding the liabilities referred to in Sections 6.3(k) and 6.4, as such constitute Assumed Liabilities, in each case as are accrued and (ii) accrued expensesreflected on the Estimated Closing Balance Sheet and the Audited Closing Balance Sheet, but excluding respectively. Except as set forth below in this Section 3.6(a), the current portion Audited Closing Balance Sheet shall be deemed to be and shall be final, binding and conclusive on the parties hereto. The Audited Closing Balance Sheet shall be deemed final for the purposes of long-term debt.this Section 3.6

Post-Closing Purchase Price Adjustment. (a) Not more Preparation of Closing Statement. As soon as practicable, but in no -------------------------------- event later than 120 45 days after the Closing Date, Purchaser Buyer shall prepare and deliver to Sellers a balance sheet of the Company as of Seller the Closing Date prepared in accordance with generally accepted accounting principles, consistently applied (GAAP) (the "Closing Balance Sheet") and prepared on a basis consistent with the balance sheet of the Company as of July 31, 2004 (the "Sellers' Balance Sheet") that was prepared by Sellers and is attached hereto as Exhibit 1.3 (a). The Net Working Capital of the Company reflected on the Closing Balance Sheet is referred to herein as the "Purchaser's Working Capital Position." Except as provided in Section 1.3(b) hereof, on or before the 160th day after the Closing Date (the "Adjustment Payment Date") either (i) Sellers shall pay Purchaser in immediately available funds an amount equal to 50.00% of the amount by which the Purchaser's Working Capital Position is less than $2,500,000, or (ii) Purchaser shall pay Sellers in immediately available funds 50.00% of the amount by which the Purchaser's Working Capital Position exceeds $2,500,000. Any payments to or from Sellers hereunder shall be paid by or to each Seller in proportion to such Seller's percentage ownership of the Subject Interest immediately prior to the Closing. All payments under this Section 1.3(a) shall be by wire transfer to an account designated by the party entitled to receive any such paymentsStatement. For purposes of this Agreement, "Net Working CapitalClosing ------- Statement" shall mean, mean the statement setting forth the net assets of the Division --------- and the Company which for purposes of this Agreement shall mean the excess of assets over liabilities as of the date of determination, an amount equal to Closing Date. Net assets shall be determined in accordance with generally accepted United States accounting principles (a"GAAP") applied on a basis consistent with the sum basis on which the unaudited ---- consolidated balance sheet of the current Division and the Company as of September 30, 1999 referred to in Section 3.6 (the "Sept. 30 Balance Sheet") was prepared, ---------------------- except as otherwise provided below. For purposes of calculating net assets, including"assets" in the Sept. 30 Balance Sheet and the Closing Statement shall not include any Excluded Assets, without limitationand "liabilities" shall include only those liabilities that are Assumed Liabilities or liabilities of the Company and shall not include any liabilities that this agreement expressly provides shall be retained or discharged (or indemnified against) by Seller. In addition, for purposes of calculating liabilities for the Closing Statement only, the following itemsshall be accrued as liabilities: (i) cash, (iiliabilities relating to retention and special bonuses set forth in Schedule 5.8(d) accounts receivable-net, (ii) inventories and supplies, and (iii) prepaid expenses, minus (b) the sum of the current liabilitiesDisclosure Schedule, including, without limitation, but only to the following items: (i) accounts payable, extent those amounts are actually paid and (ii) accrued expenses, but excluding the current portion discretionary contributions to be made under the Xxxx-Xxxxx Retirement & Savings Plan (the "ZD -- Plan") as contemplated in the last sentence of long-term debt.Section 5.8(b) hereof. ----