Common use of Preliminary Purchase Price Adjustment Clause in Contracts

Preliminary Purchase Price Adjustment. (A) In the event that the Preliminary Net Working Capital Balance set forth on the Preliminary Statement of Net Assets is less than $40,000,000 (the “Target NWCB”), then there shall be a preliminary downward adjustment of the Purchase Price in an amount equal to such deficiency, the Purchaser shall deliver written notice to the Escrow Agent specifying the amount of such preliminary downward adjustment of the Purchase Price, and the Escrow Agent shall, within three Business Days of its receipt of such notice and in accordance with the terms of the Escrow Agreement, pay an amount (the “Preliminary Purchase Price Reduction”) equal to seventy-five percent (75%) of such deficiency to the Purchaser out of the Escrow Fund by wire transfer in immediately available funds. In the event that the Escrow Fund is insufficient to cover the amount of the Preliminary Purchase Price Reduction, then the Escrow Agent shall distribute the entire Escrow Fund to the Purchaser as provided above and the Seller or Audiovox, on behalf of the Seller, shall pay, on or prior to the same date as the Escrow Agent distributes the Escrow Fund to the Purchaser, an amount to the Purchaser, by wire transfer in immediately available funds, equal to the amount of such deficiency. No failure of the Purchaser to deliver a notice of the type specified in the immediately preceding sentence shall relieve the Seller of the obligation to pay the amount of such deficiency to the Purchaser. (B) In the event that the Preliminary Net Working Capital Balance exceeds the Target NWCB, then there shall be a preliminary upward adjustment of the Purchase Price in an amount equal to such excess and the Purchaser shall pay on or before the date that is 30 days following the date of the Closing an amount (the “Preliminary Purchase Price Increase”) equal to seventy-five percent (75%) of such excess to the Seller by wire transfer in immediately available funds. Following the preliminary purchase price adjustments described in this Section 2.07(c)(i), the Target NWCB shall be adjusted to (1) subtract any Preliminary Purchase Price Reduction previously paid to the Purchaser by the Escrow Agent or the Seller or (2) add any Preliminary Purchase Price Increase previously paid to the Seller by the Purchaser (as so adjusted, the “Adjusted Target NWCB”)

Preliminary Purchase Price Adjustment. No later than three (A3) In Business Days prior to the event that the Preliminary Net Working Capital Balance set forth on the Preliminary Statement of Net Assets is less than $40,000,000 (the “Target NWCB”), then there shall be a preliminary downward adjustment of the Purchase Price in an amount equal to such deficiencyClosing, the Purchaser shall deliver written notice to the Escrow Agent specifying the amount of such preliminary downward adjustment of the Purchase PriceLLC Seller, and the Escrow Agent shall, within three Business Days of its receipt of such notice and in accordance with the terms of this Section 1.3(a), shall prepare and deliver to the Escrow Agreement, pay Purchaser an amount estimated balance sheet for the Company as of the Closing (the “Preliminary Estimated Closing Balance Sheet”), which Estimated Closing Balance Sheet shall include an estimation of (i) the Net Working Capital of the Company as of the Closing (“Estimated Net Working Capital”) and the Accounts Receivable of the Company as of the Closing (“Estimated Accounts Receivable”), Prepaid Expenses of the Company as of the Closing (“Estimated Prepaid Expenses”), Accounts Payable of the Company as of the Closing (“Estimated Accounts Payable”), and Accrued Expenses of the Company as of the Closing (“Estimated Accrued Expenses”); (ii) Estimated Cash and Estimated Cash Offsets; (iii) Estimated Indebtedness; and (iv) the Estimated Company Transaction Expenses. The LLC Seller shall provide the Purchaser with reasonable access to the Company and relevant financial personnel in order to allow the Purchaser to review the Estimated Closing Balance Sheet and the LLC Seller will consider, in good faith, any comments made by the LLC Seller to the Estimated Closing Balance Sheet. The LLC Seller shall calculate the Estimated Closing Balance Sheet and the Estimated Net Working Capital, Estimated Accounts Receivable, Estimated Prepaid Expenses, Estimated Accounts Payable and Estimated Accrued Expenses in good faith and in a manner consistent with the Net Working Capital Principles. The Base Purchase Price Reduction”will be adjusted as follows: (1) equal to seventythe Base Purchase Price will be decreased dollar-five percent for-dollar by the amount that Estimated Cash is less than the Estimated Cash Offsets or increased dollar-for-dollar by the amount that Estimated Cash is greater than the Estimated Cash Offsets; (75%2) of such deficiency to the Purchaser out of Base Purchase Price will be decreased dollar-for-dollar by the Escrow Fund amount that Estimated Accounts Receivable are less than the Target Accounts Receivable or increased dollar-for-dollar by wire transfer in immediately available funds. In the event amount that Estimated Accounts Receivable are greater than the Escrow Fund is insufficient to cover Target Accounts Receivable; (3) the Base Purchase Price will be decreased dollar-for-dollar by the amount that Estimated Prepaid Expenses are less than the Target Prepaid Expenses or increased dollar-for-dollar by the amount that Estimated Prepaid Expenses are greater than the Target Prepaid Expenses; (4) the Base Purchase Price will be decreased dollar-for-dollar by the amount that Estimated Accounts Payable exceed the Target Accounts Payable or increased dollar-for-dollar by the amount that Estimated Accounts Payable are less than the Target Accounts Payable; (5) the Base Purchase Price will be decreased dollar-for-dollar by the amount that Estimated Accrued Expenses exceed the Target Accrued Expenses or increased dollar-for-dollar by the amount that Estimated Accrued Expenses are less than the Target Accrued Expenses; (6) the Base Purchase Price will be decreased dollar-for-dollar by the amount of the Preliminary Estimated Indebtedness; and (7) the Base Purchase Price Reduction, then the Escrow Agent shall distribute the entire Escrow Fund to the Purchaser as provided above and the Seller or Audiovox, on behalf of the Seller, shall pay, on or prior to the same date as the Escrow Agent distributes the Escrow Fund to the Purchaser, an amount to the Purchaser, will be decreased dollar-for-dollar by wire transfer in immediately available funds, equal to the amount of such deficiencythe Estimated Company Transaction Expenses. No failure The Closing Purchase Price will thereafter be subject to further adjustment as provided in Section 1.3(b). For the avoidance of the Purchaser to deliver a notice of the type specified doubt, no item shall be double counted in the immediately preceding sentence shall relieve the Seller calculation of the obligation to pay the amount of such deficiency to the Purchaser. (B) In the event that the Preliminary Net Working Capital Balance exceeds the Target NWCBCapital, then there shall be a preliminary upward adjustment of the Purchase Price in an amount equal to such excess and the Purchaser shall pay on Accounts Receivable, Prepaid Expenses, Accounts Payable, Accrued Expenses, Cash, Cash Offsets, Indebtedness or before the date that is 30 days following the date of the Closing an amount (the “Preliminary Purchase Price Increase”) equal to seventy-five percent (75%) of such excess to the Seller by wire transfer in immediately available funds. Following the preliminary purchase price adjustments described in this Section 2.07(c)(i), the Target NWCB shall be adjusted to (1) subtract any Preliminary Purchase Price Reduction previously paid to the Purchaser by the Escrow Agent or the Seller or (2) add any Preliminary Purchase Price Increase previously paid to the Seller by the Purchaser (as so adjusted, the “Adjusted Target NWCB”)Company Transaction Expenses.

Preliminary Purchase Price Adjustment. No later than five (A5) In Business Days prior to the event that the Preliminary Net Working Capital Balance set forth on the Preliminary Statement of Net Assets is less than $40,000,000 (the “Target NWCB”), then there shall be a preliminary downward adjustment of the Purchase Price in an amount equal to such deficiencyClosing, the Purchaser shall deliver written notice to the Escrow Agent specifying the amount of such preliminary downward adjustment of the Purchase PriceCompany, and the Escrow Agent shall, within three Business Days of its receipt of such notice and in accordance with the terms of this Section 1.3(a), shall prepare and deliver to the Escrow Agreement, pay Purchaser an amount estimated balance sheet for the Company as of the Effective Time (the “Preliminary Purchase Price ReductionEstimated Closing Balance Sheet”), which Estimated Closing Balance Sheet shall include an estimation of (i) the Net Working Capital of the Company as of the Effective Time (“Estimated Net Working Capital”) equal to seventy-five percent (75%) of such deficiency to and, if the Purchaser out of Estimated Net Working Capital is less than the Escrow Fund by wire transfer in immediately available funds. In the event that the Escrow Fund is insufficient to cover the amount of the Preliminary Purchase Price ReductionEstimated NWC Lower Collar Target, then the Escrow Agent shall distribute the entire Escrow Fund to the Purchaser as provided above and the Seller or Audiovox, on behalf of the Seller, shall pay, on or prior to the same date as the Escrow Agent distributes the Escrow Fund to the Purchaser, an amount to the Purchaser, by wire transfer in immediately available funds, equal to the amount of such deficiency. No failure of the Purchaser to deliver a notice of the type specified in the immediately preceding sentence shall relieve the Seller of the obligation to pay the amount of such deficiency (the “Estimated Working Capital Deficit”) and, if the Estimated Net Working Capital is greater than the Estimated NWC Upper Collar Target, the amount of such excess (the “Estimated Working Capital Excess”); (ii) the Estimated Cash; (iii) the Estimated Indebtedness; and (iv) the Estimated Company Transaction Expenses (including itemization of the Persons and amounts to whom such Estimated Company Transaction Expenses are payable). The Sellers’ Representative shall provide the Purchaser with reasonable access to the Purchaser. Company and relevant financial personnel in order to allow the Purchaser to review the Estimated Closing Balance Sheet and the Sellers’ Representative will consider, in good faith, any comments made by the Purchaser to the Estimated Closing Balance Sheet. The Company shall prepare the Estimated Closing Balance Sheet and the Estimated Net Working Capital in good faith and in a manner consistent with the Net Working Capital Principles. The Base Purchase Price will be adjusted as follows: (1) the Base Purchase Price will be increased dollar-for-dollar by the amount of the Estimated Cash; (2) the Base Purchase Price will be decreased dollar-for-dollar by the amount of the Estimated Indebtedness; (3) the Base Purchase Price will be decreased dollar-for-dollar by the amount of the Estimated Company Transaction Expenses (and increased dollar-for-dollar by the amount of any Tail Policy or Cyber Liability Policy expenses paid by the Company prior to the Closing that are the responsibility of the Purchaser pursuant to Section 5.9(a) and Section 5.17, respectively); and (4) (i) the Base Purchase Price will be increased dollar-for-dollar by the amount of the Estimated Working Capital Excess, or (ii) the Base Purchase Price will be decreased dollar-for-dollar by the amount of the Estimated Working Capital Deficit. The Closing Purchase Price will thereafter be subject to further adjustment as provided in Section 1.3(b). For the avoidance of doubt, no item shall be double counted in the calculation of Net Working Capital, Cash, Indebtedness or Company Transaction Expenses and there shall be no adjustment at Closing under Section 1.3(a)(iv) to Base Purchase Price if the Estimated Net Working Capital is (A) equal to or greater than the Estimated NWC Lower Collar Target and (B) In the event that the Preliminary Net Working Capital Balance exceeds the Target NWCB, then there shall be a preliminary upward adjustment of the Purchase Price in an amount equal to such excess and or less than the Purchaser shall pay on or before the date that is 30 days following the date of the Closing an amount (the “Preliminary Purchase Price Increase”) equal to seventy-five percent (75%) of such excess to the Seller by wire transfer in immediately available funds. Following the preliminary purchase price adjustments described in this Section 2.07(c)(i), the Target NWCB shall be adjusted to (1) subtract any Preliminary Purchase Price Reduction previously paid to the Purchaser by the Escrow Agent or the Seller or (2) add any Preliminary Purchase Price Increase previously paid to the Seller by the Purchaser (as so adjusted, the “Adjusted Target NWCB”)Estimated NWC Upper Collar Target.

Preliminary Purchase Price Adjustment. No later than three (A3) In Business Days prior to the event that the Preliminary Net Working Capital Balance set forth on the Preliminary Statement of Net Assets is less than $40,000,000 (the “Target NWCB”), then there shall be a preliminary downward adjustment of the Purchase Price in an amount equal to such deficiencyClosing, the Purchaser shall deliver written notice to the Escrow Agent specifying the amount of such preliminary downward adjustment of the Purchase PriceLLC Seller, and the Escrow Agent shall, within three Business Days of its receipt of such notice and in accordance with the terms of this Section 1.3(a), shall prepare and deliver to the Escrow Agreement, pay Purchaser an amount estimated balance sheet for the Company as of the Closing (the “Preliminary Estimated Closing Balance Sheet”), which Estimated Closing Balance Sheet shall include an estimation of (i) the Net Working Capital of the Company as of the Closing (“Estimated Net Working Capital”); (ii) Estimated Cash; (iii) Estimated Indebtedness; and (iv) the Estimated Company Transaction Expenses. The LLC Seller shall provide the Purchaser with reasonable access to the Company and relevant financial personnel in order to allow the Purchaser to review the Estimated Closing Balance Sheet and the LLC Seller will consider, in good faith, any comments made by the Purchaser to the Estimated Closing Balance Sheet. The LLC Seller shall calculate the Estimated Closing Balance Sheet and the Estimated Net Working Capital in good faith and in a manner consistent with the Net Working Capital Principles. The Base Purchase Price Reduction”will be adjusted as follows: (1) equal to seventythe Base Purchase Price will be increased dollar-five percent (75%) of such deficiency to the Purchaser out of the Escrow Fund for-dollar by wire transfer in immediately available funds. In the event that the Escrow Fund is insufficient to cover the amount of the Preliminary Estimated Cash; (2) the Base Purchase Price Reduction, then the Escrow Agent shall distribute the entire Escrow Fund to the Purchaser as provided above and the Seller or Audiovox, on behalf of the Seller, shall pay, on or prior to the same date as the Escrow Agent distributes the Escrow Fund to the Purchaser, an amount to the Purchaser, will be decreased dollar-for-dollar by wire transfer in immediately available funds, equal to the amount of such deficiency. No failure of the Purchaser to deliver a notice of Estimated Indebtedness; (3) the type specified in the immediately preceding sentence shall relieve the Seller of the obligation to pay Base Purchase Price will be decreased dollar-for-dollar by the amount of such deficiency to the Purchaser. Estimated Company Transaction Expenses, and (B4) In (i) if the event that the Preliminary Estimated Net Working Capital Balance exceeds the Target NWCBNet Working Capital, then there the Base Purchase Price will be increased dollar-for dollar by the of the Spread or (ii) if the Estimated Net Working Capital is less than the Target Net Working Capital, the Base Purchase Price will be decreased dollar-for-dollar by the amount of the Spread. The Closing Purchase Price will thereafter be subject to further adjustment as provided in Section 1.3(b). For the avoidance of doubt, no item shall be a preliminary upward adjustment double counted in the calculation of the Purchase Price in an amount equal to such excess and the Purchaser shall pay on Net Working Capital, Cash, Indebtedness or before the date that is 30 days following the date of the Closing an amount (the “Preliminary Purchase Price Increase”) equal to seventy-five percent (75%) of such excess to the Seller by wire transfer in immediately available funds. Following the preliminary purchase price adjustments described in this Section 2.07(c)(i), the Target NWCB shall be adjusted to (1) subtract any Preliminary Purchase Price Reduction previously paid to the Purchaser by the Escrow Agent or the Seller or (2) add any Preliminary Purchase Price Increase previously paid to the Seller by the Purchaser (as so adjusted, the “Adjusted Target NWCB”)Company Transaction Expenses.

Preliminary Purchase Price Adjustment. (A) In The Purchase Price to be paid at the event that the Preliminary Net Working Capital Balance set forth on the Preliminary Statement of Net Assets is less than $40,000,000 Closing (the “Target NWCB”), then there "Preliminary Purchase Price") shall be a preliminary downward adjustment of increased or decreased, as appropriate, as follows: (a) At least five (5) days prior to the Purchase Price in an amount equal to such deficiencyClosing, the Purchaser and the Aluma Group shall deliver written notice jointly prepare a statement setting forth the calculation of estimated Net Adjusted Working Capital as at the Closing Date based on the most recently completed month end balance sheet (the åEstimated Closing Statementæ), which balance sheet and statement shall be mutually acceptable to the Escrow Agent specifying the amount of such preliminary downward adjustment of the Purchase Price, Purchaser and the Escrow Agent shall, within three Business Days of its receipt of such notice Aluma Group. The Estimated Closing Statement shall be prepared on a basis consistent and substantially in accordance with the terms methods, principles, practices and policies employed in the preparation of the Escrow AgreementBusiness Financial Statements as of December 31, pay an amount 2004, to the extent such methods, principles, practices and policies are consistent with GAAP; provided that GAAP shall prevail in the event of any inconsistencies. (b) The Purchase Price shall be subject to adjustment upward on a dollar-for-dollar basis if and to the extent that the estimated Net Adjusted Working Capital reflected on the Estimated Closing Statement (the “Preliminary åEstimated Net Adjusted Working Capitalæ) is greater than $23 million or downward on a dollar-for-dollar basis if and to the extent that the estimated Net Adjusted Working Capital reflected on the Estimated Closing Statement is lesser than $21 million. (c) The Purchase Price Reduction”shall be further decreased, on a dollar-for-dollar basis, by the aggregate amount of those Aluma Group Employment Liabilities listed in §(b) equal to seventy-five percent through (75%f) of the definition of same on Schedule A which the Purchaser, in its Sole Discretion, agrees to pay at or after the Closing for and on behalf of the Aluma Group; provided, however, no such deficiency to deduction shall be made if any of the Aluma Group Employment Liabilities are included in the calculation of Net Adjusted Working Capital with Purchaser’s prior consent and agreement. For greater certainty, any Transaction Bonuses, together with any Taxes related thereto, which the Purchaser out pays at or after the Closing for and on behalf of the Escrow Fund Aluma Group shall be reduce the Purchase Price on a dollar-for-dollar basis. (d) If applicable, the Purchase Price shall be further decreased by wire transfer in immediately available funds. In the event that the Escrow Fund is insufficient to cover the amount of the Preliminary Purchase Price Reductionadjustment, then if any, determined by the Escrow Agent shall distribute the entire Escrow Fund to Aluma Group and the Purchaser as provided above and contemplated by §6.G. (e) If applicable, the Seller or Audiovox, on behalf of the Seller, Purchase Price shall pay, on or prior to the same date as the Escrow Agent distributes the Escrow Fund to the Purchaser, an amount to the Purchaser, be further decreased by wire transfer in immediately available funds, equal to the amount of such deficiency. No failure of the adjustment, if any, determined by the Aluma Group and the Purchaser to deliver a notice of as contemplated by §6.I. (f) If applicable, the type specified in the immediately preceding sentence Purchase Price shall relieve the Seller of the obligation to pay be further decreased by the amount of such deficiency to the Purchaser. (B) In adjustment, if any, determined by the event that the Preliminary Net Working Capital Balance exceeds the Target NWCB, then there shall be a preliminary upward adjustment of the Purchase Price in an amount equal to such excess Aluma Group and the Purchaser shall pay on or before the date that is 30 days following the date of the Closing an amount (the “Preliminary Purchase Price Increase”) equal to seventy-five percent (75%) of such excess to the Seller as contemplated by wire transfer in immediately available funds. Following the preliminary purchase price adjustments described in this Section 2.07(c)(i), the Target NWCB shall be adjusted to (1) subtract any Preliminary Purchase Price Reduction previously paid to the Purchaser by the Escrow Agent or the Seller or (2) add any Preliminary Purchase Price Increase previously paid to the Seller by the Purchaser (as so adjusted, the “Adjusted Target NWCB”)§6.J.

Preliminary Purchase Price Adjustment. (A) In the event that the Preliminary Net Working Capital Balance set forth on the Preliminary Statement of Net Assets is less than $40,000,000 (the “"Target NWCB”"), then there shall be a preliminary downward adjustment of the Purchase Price in an amount equal to such deficiency, the Purchaser shall deliver written notice to the Escrow Agent specifying the amount of such preliminary downward adjustment of the Purchase Price, and the Escrow Agent shall, within three Business Days of its receipt of such notice and in accordance with the terms of the Escrow Agreement, pay an amount (the “"Preliminary Purchase Price Reduction”") equal to seventy-five percent (75%) of such deficiency to the Purchaser out of the Escrow Fund by wire transfer in immediately available funds. In the event that the Escrow Fund is insufficient to cover the amount of the Preliminary Purchase Price Reduction, then the Escrow Agent shall distribute the entire Escrow Fund to the Purchaser as provided above and the Seller or Audiovox, on behalf of the Seller, shall pay, on or prior to the same date as the Escrow Agent distributes the Escrow Fund to the Purchaser, an amount to the Purchaser, by wire transfer in immediately available funds, equal to the amount of such deficiency. No failure of the Purchaser to deliver a notice of the type specified in the immediately preceding sentence shall relieve the Seller of the obligation to pay the amount of such deficiency to the Purchaser. (B) In the event that the Preliminary Net Working Capital Balance exceeds the Target NWCB, then there shall be a preliminary upward adjustment of the Purchase Price in an amount equal to such excess and the Purchaser shall pay on or before the date that is 30 days following the date of the Closing an amount (the “"Preliminary Purchase Price Increase”") equal to seventy-five percent (75%) of such excess to the Seller by wire transfer in immediately available funds. Following the preliminary purchase price adjustments described in this Section 2.07(c)(i), the Target NWCB shall be adjusted to (1) subtract any Preliminary Purchase Price Reduction previously paid to the Purchaser by the Escrow Agent or the Seller or (2) add any Preliminary Purchase Price Increase previously paid to the Seller by the Purchaser (as so adjusted, the “"Adjusted Target NWCB”")