Common use of Purchase Price Adjustment Procedure Clause in Contracts

Purchase Price Adjustment Procedure. 1.6.1 The Parties acknowledge that the Base Purchase Price has been based in part on (i) the Company having a Net Working Capital as of the Effective Time equal to $44,400,000 (the “Net Working Capital Threshold”) (ii) an Inventory Amount equal to $84,100,000 (the “Inventory Amount Threshold”), (iii) a Third Quarter Adjusted EBITDA Amount of negative $102,150,000 (the “Assumed Third Quarter Adjusted EBITDA”), (iv) no Indebtedness of the Company Group as of the close of business on the Closing Date (other than any Assumed Support Indebtedness), without giving effect to any pay-off or reduction thereof pursuant to the Pay-Off Letters, if any, or otherwise on or after Closing and (v) no Transaction Expenses. The Closing Purchase Price delivered at the Closing pursuant to Section 1.5.1 will be determined in accordance with the following procedures. The Seller shall prepare and deliver to the Buyer not less than two Business Days prior to the Closing Date a closing statement (the “Closing Statement”), prepared in good faith and in accordance with the Accounting Principles, setting forth (i) an estimate of any Indebtedness of the Company Group as of the close of business on the Closing Date (other than any Assumed Support Indebtedness), without giving effect to any pay-off or reduction thereof pursuant to the Pay-Off Letters, if any, or otherwise on or after Closing (the “Estimated Company Group Indebtedness”); (ii) an estimate of all Transaction Expenses (the “Estimated Transaction Expenses”); (iii) estimates of the ECA Revenue Amount, the NCA Revenue Amount and, if any, the Revenue Difference (such estimates, respectively, the “Estimated ECA Revenue Amount”, the UNIT PURCHASE AGREEMENT 5 “Estimated NCA Revenue Amount” and the “Estimated Revenue Difference”); (iv) an estimate of the Net Revenue Amount (the “Estimated Net Revenue Amount”); and (v) a worksheet showing the Estimated Interim Adjustment Amount as derived from the estimates described in the immediately preceding clauses (i) through (iv).

Purchase Price Adjustment Procedure. 1.6.1 The Parties acknowledge that the Base Purchase Price has been based in part on (i) the Company having a Net Working Capital as of the Effective Time equal to $44,400,000 (the “Net Working Capital Threshold”) (ii) an Inventory Amount equal to $84,100,000 (the “Inventory Amount Threshold”), (iii) a Third Quarter Adjusted EBITDA Amount of negative $102,150,000 (the “Assumed Third Quarter Adjusted EBITDA”), (iv) no Indebtedness of the Company Group as of the close of business on the Closing Date (other than any Assumed Support Indebtedness), without giving effect to any pay-off or reduction thereof pursuant to the Pay-Off Letters, if any, or otherwise on or after Closing and (v) no Transaction Expenses. The Closing Purchase Price delivered at the Closing pursuant to Section 1.5.1 will be determined in accordance with the following procedures. The Seller shall prepare and deliver to the Buyer not less than two Business Days prior to the Closing Date a closing statement (the “Closing Statement”), prepared in good faith and in accordance with the Accounting Principles, setting forth (i) an estimate of any Indebtedness of the Company Group as of the close of business on the Closing Date (other than any Assumed Support Indebtedness), without giving effect to any pay-off or reduction thereof pursuant to the Pay-Off Letters, if any, or otherwise on or after Closing (the “Estimated Company Group Indebtedness”); (ii) an estimate of all Transaction Expenses (the “Estimated Transaction Expenses”); (iii) estimates of the ECA Revenue Amount, the NCA Revenue Amount and, if any, the Revenue Difference (such estimates, respectively, the “Estimated ECA Revenue Amount”, the UNIT PURCHASE AGREEMENT 5 “Estimated NCA Revenue Amount” and the “Estimated Revenue Difference”); (iv) an estimate of the Net Revenue Amount (the “Estimated Net Revenue Amount”); and (v) a worksheet showing the Estimated Interim Adjustment Amount as derived from the estimates described in the immediately preceding clauses (i) through (iv).