Post-Closing Purchase Price Adjustments. (1) Within 120 days following the Closing Date (or such other date as is mutually agreed to by the Vendors’ Representative and Stericycle in writing), Stericycle will prepare and deliver to the Vendors’ Representative a draft unaudited statement of Working Capital (Shred-it), Net Indebtedness (Shred-it), Working Capital (Shred-it International) and Net Indebtedness (Shred-it International) prepared as of the close of business on the Closing Date (the “Draft Working Capital / Indebtedness Statement”). The Draft Working Capital / Indebtedness Statement will be prepared in good faith in accordance with the Balance Sheet Principles.
(2) The Vendors shall reasonably cooperate with Stericycle and its Representatives in connection with the preparation of the Draft Working Capital / Indebtedness Statement and the items included therein, including providing on a timely basis all other information necessary or useful in connection with such preparation as is reasonably requested by Stericycle and its Representatives.
(3) After receipt of the Draft Working Capital / Indebtedness Statement from Stericycle, the Vendors shall have 60 days to review the Draft Working Capital / Indebtedness Statement (the “Review Period”). Stericycle shall (a) assist the Vendors and their Representatives in their review of, and provide the Vendors and their Representatives with reasonable access upon reasonable notice during normal business hours to, the books, records (including work papers, schedules, memoranda and other documents), supporting data, employees and auditors of the Business for purposes of reviewing the Draft Working Capital / Indebtedness Statement and the items included therein, and (b) reasonably cooperate with the Vendors and their Representatives in connection therewith, including providing on a timely basis all other information necessary or useful in connection with such review as is reasonably requested by the Vendors and their Representatives. The Draft Working Capital / Indebtedness Statement shall be binding and conclusive upon, and deemed accepted by, the Vendors unless the Vendors’ Representative shall have notified Stericycle in writing prior to the expiration of the Review Period of any dispute or objection thereto (any such written dispute or objection, the “Objection”), setting forth in reasonable detail the basis for its dispute or objection(s) and the specific adjustments (including dollar amounts) to the applicable item(s) set forth on the Draft Working...
Post-Closing Purchase Price Adjustments. (a) The Seller and the Buyer agree that the Purchase Price shall be adjusted following the Closing as follows: (i) increased dollar for dollar to the extent that Capital Payments as set forth on the Closing Balance Sheet exceed Capital Payments as set forth on the Revised Preliminary Balance Sheet, (ii) decreased dollar for dollar to the extent that Capital Payments as set forth on the Closing Balance Sheet are less than Capital Payments as set forth on the Revised Preliminary Balance Sheet, (iii) increased dollar for dollar to the extent that Debt as set forth on the Closing Balance Sheet is less than Debt as set forth on the Revised Preliminary Balance Sheet, (iv) decreased dollar for dollar to the extent that Debt as set forth on the Closing Balance 3 Sheet exceeds Debt as set forth on the Revised Preliminary Balance Sheet, (v) increased dollar for dollar to the extent that Working Capital as set forth on the Closing Balance Sheet exceeds Working Capital as set forth on the Revised Preliminary Balance Sheet, and (vi) decreased dollar for dollar to the extent that Working Capital as set forth on the Closing Balance Sheet is less than Working Capital as set forth on the Revised Preliminary Balance Sheet.
(b) Within 60 days after the Closing Date, the Buyer shall prepare and deliver to the Seller an unaudited consolidated balance sheet of the Company and its Subsidiaries as of the Closing Date (the "Closing Balance Sheet"). The Closing Balance Sheet shall be prepared by the Buyer in good faith and in accordance with GAAP applied on a consistent basis and shall be accompanied by all information reasonably necessary to determine the amount of Capital Payments, Debt and Working Capital as of the Closing. The Seller shall cooperate with the Buyer in the preparation of the Closing Balance Sheet.
(c) The Buyer shall allow the Seller and its agents access at all reasonable times after the Closing Date to the books, records and accounts of the Company and its Subsidiaries to allow the Seller to examine the accuracy of the Closing Balance Sheet. Within 30 days after the date that the Closing Balance Sheet is delivered by the Buyer to the Seller, the Seller shall complete its examination thereof and may deliver to the Buyer a written report setting forth any proposed adjustments to the Closing Balance Sheet (the "Seller's Dispute Report"). If the Seller notifies the Buyer of its acceptance of the amount of Capital Payments, Debt and Working Capital as of the Closing...
Post-Closing Purchase Price Adjustments. (i) If (A) the Final Net Working Capital is less than the Estimated Net Working Capital, the Purchase Price shall be reduced on a dollar‑for‑dollar basis by an amount equal to such deficit, or (B) the Final Net Working Capital is greater than the Estimated Net Working Capital, the Purchase Price shall be increased by an amount equal to such surplus.
(ii) If (A) the Final Net Plant Value is less than the Estimated Net Plant Value, the Purchase Price shall be reduced on a dollar‑for‑dollar basis by an amount equal to such deficit, or (B) the Final Net Plant Value is greater than the Estimated Net Plant Value, the Purchase Price shall be increased by an amount equal to such surplus.
(iii) If (A) the Final Cash Amount is less than the Estimated Cash Amount, the Purchase Price shall be reduced on a dollar‑for‑dollar basis by an amount equal to such deficit, or (B) the Final Cash Amount is greater than the Estimated Cash Amount, the Purchase Price shall be increased by an amount equal to such surplus.
(iv) If (A) the Final Indebtedness Amount is greater than the Estimated Purchaser Paid Indebtedness Amount, the Purchase Price shall be reduced on a dollar‑for‑dollar basis by an amount equal to such surplus, or (B) the Final Indebtedness Amount is less than the Estimated Purchaser Paid Indebtedness Amount, the Purchase Price shall be increased by an amount equal to such surplus. The net amount of the adjustments to the Purchase Price under this Section 2.4(g) shall be the “Purchase Price Adjustment Deficit” if the net amount of the adjustments would, in the aggregate, reduce the Purchase Price hereunder, or the “Purchase Price Adjustment Surplus” if the net amount of the adjustments would, in the aggregate, increase the Purchase Price hereunder.
Post-Closing Purchase Price Adjustments. (a) The “Post-Closing Risk-Based Capital True-Up Amount” shall be the amount equal to (whether positive or negative) (i) the RBC Deficit calculated based on the Final Closing Statutory Financial Statements or as provided in Section 2.07(d), if any, minus (ii) the Closing Date Risk-Based Capital True-Up Amount.
Post-Closing Purchase Price Adjustments. (i) On the tenth business day following the determination of the Final Closing Date Statement; either (A) Buyer shall pay to Seller the amount by which (x) Closing Working Capital as set forth in the Final Closing Date Statement is greater than (y) the Estimated Working Capital, or (B) Seller shall pay to Buyer the amount by which (x) Closing Working Capital as set forth in the Final Closing Date Statement is less than (y) the Estimated Working Capital.
(ii) The amount referred to in §2.6(c)(i) shall be paid by the paying party under §2.6(c)(i) by wire transfer in immediately available funds to an account designated by the other party.
(iii) Buyer or Seller may offset any amounts currently due to it from the other Party under this Agreement against any amounts currently due from it to the other Party under this §2.6(c).
Post-Closing Purchase Price Adjustments. The Purchaser covenants that if, at any time or from time to time on or prior to December 31, 2002, Xxxxxx'x Entertainment, Inc., the Purchaser or any of their respective Subsidiaries or Affiliates (collectively, the "HET Parties") purchases or otherwise acquires, directly or indirectly, any share or shares of common stock of Holding at a price per share (the "Per Share Purchase Price") greater than U.S. $10.54 per share (the "Per Share Base Price"), the Purchaser shall pay on January 3, 2003 (provided, that if, either individually or in combination, one or more of the HET Parties purchases or otherwise acquires, directly or indirectly, at least 95% of the common stock of Holding, prior to December 31, 2002 the Purchaser shall pay to the Seller on the earlier to occur of January 3, 2003 and the fifth Business Day after the date of such acquisition) in immediately available funds to the Seller an amount equal to the product of (i) the highest Per Share Purchase Price so paid by Purchaser or any of its Subsidiaries for any shares of common stock of Holding less the Per Share Base Price and (ii) 1,734,068. If there occur any stock splits, stock combinations or similar events with respect to the common stock of Holding after the Closing Date and on or prior to December 31, 2002, then equitable adjustments shall be made to the provisions of the preceding sentence to preserve the benefits thereof to the Seller, in each case with the economic effect to be the same as if the respective stock split, stock combination or other similar event had not occurred.
Post-Closing Purchase Price Adjustments. Within ninety days following the Closing, Seller will notify Buyer of any Additional Costs not paid by Buyer at Closing. Buyer will pay all such Additional Costs within fifteen days of notice. Within ninety days following the Closing, Buyer will notify Seller of any adjustments due pursuant to Section 2.3 hereof. If such Purchase Price adjustments are positive, Buyer will accompany its notice to Seller with payment therefor. If such Purchase Price adjustments are negative, Seller shall make payment to Buyer for such Purchase Price adjustments within fifteen days of its receipt of Buyer’s notice.
Post-Closing Purchase Price Adjustments. Promptly, and in any event no later than the fifth (5th) Business Day, after final determination of each of the Working Capital amount and Target Companies' Closing Date Indebtedness in accordance with Section 2.5(d) and/or Section 2.5(e) (respectively, the "Final Working Capital Amount" and the "Final Indebtedness of Target Companies") the Purchase Price shall be adjusted as follows:
(i) If the sum of: (A) the Estimated Working Capital Amount minus the Final Working Capital Amount, plus (B) Final Indebtedness of Target Companies minus the Target Companies' Closing Date Indebtedness as set forth on the Estimated Working Capital Statement (such calculation, the "Post-Closing Adjustment") is a positive number, then Seller shall pay to Purchaser the Post-Closing Adjustment by wire transfer of immediately available funds to an account specified by Purchaser; or
(ii) If the Post-Closing Adjustment is a negative number, then Purchaser shall pay to Seller the absolute value of the Post-Closing Adjustment by wire transfer of immediately available funds to an account specified by Seller.
Post-Closing Purchase Price Adjustments. Verification of Estimated Transaction Prices.
(a) Within sixty (60) days following the Closing Date (such period hereinafter referred to as the "VERIFICATION PERIOD"), the Vendors will prepare :
(i) the financial statements of each of the Contract Companies (excluding PCMM) in accordance with Hungarian accounting standards as at the Reference Date (June 30, 2004) (the "DEFINITIVE PORTFOLIO COMPANIES ACCOUNTS"); and
(ii) the financial statements of PCMM , in accordance with Hungarian accounting standards as at the Reference Date (June 30, 2004) (the "DEFINITIVE PCMM ACCOUNTS").
(b) By not later than the last day of the Verification Period, the external auditors of Vendors (who shall be numbered amongst the "Big Four") shall carry out and complete an audit of the Definitive Portfolio Company Accounts and the Definitive PCMM Accounts.
(c) On the basis of the Definitive Portfolio Company Accounts and the Definitive PCMM Accounts, during the Verification Period PCE on behalf of the Vendors will calculate:
(i) the definitive prices to be paid by KLPH and LP7 to PCE, EUN and Szeged respectively in respect of each of the Portfolio Companies based upon the Definitive Portfolio Companies Accounts, in accordance with the formula set forth in SCHEDULE 3.1(B)(II) (the "DEFINITIVE PORTFOLIO COMPANIES PRICES" ); and
(ii) the definitive price to be paid by Segece to PCM-BV in respect of the purchase of the Acquired PCMM Quota, based on the Definitive PCMM Accounts, in accordance with the formula set forth in SCHEDULE 3.1(B)(III) (the "DEFINITIVE PCMM SHARES VALUE"); and
(iii) the definitive prices to be paid by KLPH to PCEin respect of each of the Assigned Shareholder Loans, in accordance with the principles set forth in this Section 3.1 (the "DEFINITIVE ASSIGNED SHAREHOLDER LOANS PRICES"
(iv) those adjustments which are to be made to the Estimated Transaction Prices pursuant to the provisions of Section 3.5(o) below (the "PRICE ADJUSTMENTS").
(d) The Parties shall reasonably cooperate with the Transaction Accountants during the Verification Period in order to enable the auditing of the audited Definitive Portfolio Companies Accounts and the audited Definitive PCMM Accounts.
(e) The reasonable cost of the auditing of the Definitive Portfolio Companies Accounts and the audited Definitive PCMM Accounts shall be borne by Buyers.
Post-Closing Purchase Price Adjustments. (a) If the Preliminary Purchase Price is less than the Purchase Price (such deficiency being referred to herein as the "Unpaid Balance"), then within five Business Days after the final determination of the Adjusted EBITDA Buyer shall deliver to Shareholders an amount equal to the Unpaid Balance (together with interest on such amount at the Reference Rate in effect from time to time from the fifth Business Day after the final determination of the Adjusted EBITDA until the date of such payment, if applicable) in cash in immediately available funds by wire transfer to a bank account or bank accounts designated in writing by Shareholders prior to the due date thereof. The payment of the Unpaid Balance shall be allocated between Shareholders as set forth in EXHIBIT A.
(b) If the Preliminary Purchase Price is greater than the Purchase Price (such excess being referred to herein as the "Overpayment"), then within five Business Days of the final determination of the Adjusted EBITDA Shareholders shall reimburse to Buyer an amount equal to the Overpayment (together with interest on such amount at the Reference Rate in effect from time to time from the fifth Business Day after the final determination of the Adjusted EBITDA until the date of such payment, if applicable) in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereof. The payment of the Overpayment shall be allocated between Shareholders as set forth in EXHIBIT A.
