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

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. (ia) If (A) Upon determination of Final Net Working Capital, the Closing Date Adjustment shall be recalculated using the Final Net Working Capital is less than instead of the Estimated Net Working Capital, and the Purchase Price amount of the Deferred Payment shall be likewise recalculated using the recalculated Closing Date Adjustment. Any such recalculation under this Section 2.05 shall be deemed the “True-Up Amount”. Notwithstanding anything to the contrary contained herein, if the calculation of the True-Up Amount would result in an offset to the Deferred Payment such that the principal amount due under the Deferred Payment would be less than $3,500,000, then the principal amount due under the Deferred Payment shall be reduced on a dollar‑for‑dollar basis to $3,500,000, and the Shareholders shall pay to the Buyer, within five Business Days of the calculation of the Final Net Working Capital, the difference between (a) the amount by an amount equal to such deficit, or (B) which the Estimated Net Working Capital exceeds the Final Net Working Capital is greater than and (b) the Estimated Net Working Capital, reduction of the Purchase Price shall be increased by an amount equal Deferred Payment pursuant to such surplusthis Section 2.05. (b) Concurrently herewith, Buyer and Cara Xxxxxxxx Xxxxxxx (“Xxxxxxx”) are entering into an employment agreement (the “Xxxxxxx Employment Agreement”). The Shareholders acknowledge and agree that in the event the Xxxxxxx Employment Agreement is terminated and all or a portion of the Employee Payment is not paid to Xxxxxxx, if such termination occurs (i) prior to the second anniversary of the date hereof, that portion of the Employee Payment not paid or to be paid to Xxxxxxx shall be added to the Deferred Purchase Price and (ii) If (A) on or after the Final Net Plant Value is less than second anniversary of the Estimated Net Plant Valuedate hereof, that portion of the Purchase Price Employee Payment not paid or to be paid to Xxxxxxx 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 paid to the Purchase Price under this Section 2.4(g) shall be Shareholders in accordance with 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 hereunderPro Rata Portions.

Post-Closing Purchase Price Adjustments. Promptly, and in any event no later than the fifth (i5th) If (A) Business Day, after final determination of each of the Final Net Working Capital is less than amount, Closing Date Company Indebtedness, Seller Transaction Expenses and Target Companies Transaction Expenses in accordance with Section 2.5.4 and/or Section 2.5.5 (respectively, the Estimated Net “Final Working CapitalCapital Amount”, the “Final Company Indebtedness”, the “Final Seller Transaction Expenses” and the “Final Target Companies Transaction Expenses”) the Purchase Price shall be reduced on a dollar‑for‑dollar basis adjusted as follows: (a) if the sum of: (A) the difference determined by an amount equal to such deficitsubtracting the Estimated Working Capital Amount minus the Final Working Capital Amount, or plus (B) the difference determined by subtracting the Final Net Working Capital is greater than Company Indebtedness minus the Estimated Net Working CapitalClosing Date Company Indebtedness, plus (C) the difference determined by subtracting the Final Seller Transaction Expenses minus the Seller Transaction Expenses, plus (D) the difference determined by subtracting the Final Target Companies Transaction Expenses minus the Target Companies Transaction Expenses (such calculation, the Purchase Price “Post-Closing Adjustment”) is a positive number, then Seller shall be increased cause the Escrow Agent to promptly pay to Buyer the Post-Closing Adjustment from the Escrow Amount by an amount equal to such surplus.wire transfer of immediately available funds; or (iib) If (A) if the Final Net Plant Value Post-Closing Adjustment is less than a negative number, then Buyer shall promptly pay to Seller 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 absolute value of the adjustments to the Purchase Price under this Section 2.4(g) shall be the “Purchase Price Post-Closing Adjustment Deficit” if the net amount by wire transfer 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 hereunderimmediately available funds.

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 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 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 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 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.