Common use of Purchase Price Adjustments to Purchase Price Clause in Contracts

Purchase Price Adjustments to Purchase Price. (a) The purchase price to be paid at the Closing by Purchaser or its designated subsidiaries for the Purchased Shares and the Purchased Business Assets shall be an aggregate of Two Hundred Twenty-Three Million Eight Hundred Thousand Dollars ($223,800,000), plus the Estimated Purchase Price Adjustment (the “Base Purchase Price”) subject to adjustment pursuant to Sections 2.03 and 2.04 below and subject to further adjustment pursuant to Sections 5.21 and 5.23 hereof. The Base Purchase Price will be paid at the Closing by wire transfer in immediately available funds to the applicable Sellers’ Bank Account designated by Sellers. (b) No later than three (3) Business Days prior to Closing, the parties shall calculate the Estimated Working Capital Payment (as defined below), calculate the Estimated Customer Advances Amount, calculate the Estimated Capital Lease Amount and calculate the total projected purchase price adjustments that would be payable pursuant to Section 2.03 but for the operation of this Section 2.02(b) (the “Estimated Purchase Price Adjustment”), with an Estimated Purchase Price Adjustment payable to Sellers at Closing being expressed as a positive number, or an Estimated Purchase Price Adjustment payable to Purchaser at Closing being expressed as a negative number. The “Estimated Working Capital” shall be equal to the Working Capital of the Business as of 12:01 a.m. (local time in each applicable jurisdiction) on the most recent month end prior to (but not including) the Closing Date. For purposes of calculating the Estimated Purchase Price Adjustment, the difference (positive or negative) between the Estimated Working Capital and the Working Capital Threshold shall be multiplied by 75% (the “Estimated Working Capital Payment”).

Purchase Price Adjustments to Purchase Price. (a) The Subject to the adjustments set forth in Section 2.03(b), the aggregate purchase price to be paid at the Closing by Purchaser or its designated subsidiaries for the Purchased Shares and the Purchased Business Assets shall be an aggregate of Two Hundred Twenty-Three Million Eight Hundred Thousand Dollars ($223,800,000), plus the Estimated Purchase Price Adjustment (the “"Purchase Price") is $36,000,000 (the "Base Purchase Price”") subject to adjustment pursuant to Sections 2.03 (i) less the amount, if any, by which the Asset Value reflected on the Reference Balance Sheet exceeds the Estimated Closing Asset Value, (ii) plus the amount, if any, by which the Estimated Closing Asset Value exceeds the Asset Value reflected on the Reference Balance Sheet and 2.04 below and subject to further adjustment pursuant to Sections 5.21 and 5.23 hereof(iii) less the Estimated Closing Assumed Liabilities Value. The Base Purchase Price will be paid at Seller shall provide written notice of the Estimated Closing by wire transfer in immediately available funds Asset Value and the Estimated Closing Assumed Liabilities Value to the applicable Sellers’ Bank Account designated by Sellers. (b) No later than three (3) Purchaser at least one Business Days Day prior to Closing, the parties shall calculate the Estimated Working Capital Payment (as defined below), calculate the Estimated Customer Advances Amount, calculate the Estimated Capital Lease Amount and calculate the total projected purchase price adjustments that would be payable pursuant to Section 2.03 but for the operation of this Section 2.02(b) (the “Estimated Purchase Price Adjustment”), with an Estimated Purchase Price Adjustment payable to Sellers at Closing being expressed as a positive number, or an Estimated Purchase Price Adjustment payable to Purchaser at Closing being expressed as a negative number. The “Estimated Working Capital” shall be equal to the Working Capital of the Business as of 12:01 a.m. (local time in each applicable jurisdiction) on the most recent month end prior to (but not including) the Closing Date. The Purchase Price is payable as provided in Section 2.04(c). For purposes of calculating the Estimated Purchase Price AdjustmentClosing Asset Value and the Asset Value reflected on the Closing Balance Sheet, the difference value of the Inventory shall be determined as follows: (positive or negative1) between A physical inventory count and valuation shall be conducted jointly by the Estimated Working Capital Purchaser and the Working Capital Threshold Seller on the Friday and weekend immediately preceding Closing. The value of the Inventory (except as otherwise provided herein) shall be multiplied the Last Bulk Cost per unit thereof. "Last Bulk Cost" means, with respect to any given items, the per unit price in the latest standard quantity purchase by 75% (the “Estimated Working Capital Payment”)Seller of such type of items from the Seller's primary supplier thereof in the ordinary course of the Seller's business reduced by a discount of 1%. Any damaged or obsolete Inventory shall be purchased by the Purchaser for that amount agreed upon by representatives of the Purchaser and the Seller during the physical inventory count and valuation described above. Obsolete Inventory is that Inventory which is not being sold during the ordinary course of business to the existing customer base of the Purchaser and which is not being sold during the ordinary course of business to the existing customer base of the Seller.

Purchase Price Adjustments to Purchase Price. (a) The purchase price Subject to be paid at adjustment under this Section 2.02, the Closing by Purchaser or its designated subsidiaries for “PURCHASE PRICE” shall equal the Purchased Shares and the Purchased Business Assets shall be an aggregate sum of Two Hundred Twenty-Three Million Eight Hundred Thousand Dollars (i) $223,800,000)7,326,890, plus (ii) the Estimated Purchase Price Adjustment (aggregate amounts received by EMERALD upon the “Base Purchase Price”) subject to adjustment pursuant to Sections 2.03 and 2.04 below and subject to further adjustment pursuant to Sections 5.21 and 5.23 hereof. The Base Purchase Price will be paid at exercise before the Closing by wire transfer in immediately available funds to the applicable Sellers’ Bank Account designated by SellersEFFECTIVE TIME of any OUTSTANDING OPTIONS. (b) No later than three Unless waived by MBCN under Section 8.06 of this AGREEMENT, if, as of the last day of the month immediately before the month in which the CLOSING occurs (3) Business Days prior hereinafter referred to Closingas the “COMPUTATION DATE”), the parties EMERALD SHAREHOLDERS’ EQUITY (hereinafter defined) is less than $5,300,000 , the PURCHASE PRICE shall calculate be reduced dollar-for-dollar by the Estimated Working Capital Payment difference between $5,300,000, less the EMERALD SHAREHOLDERS’ EQUITY as of the COMPUTATION DATE. EMERALD SHAREHOLDERS’ EQUITY shall be determined by EMERALD’s independent public accounting firm in accordance with subparagraph (c) of this Section 2.02. (c) For purposes of this AGREEMENT, EMERALD SHAREHOLDERS’ EQUITY shall be determined based upon EMERALD’s balance sheet as defined belowof the COMPUTATION DATE. The balance sheet shall be prepared in accordance with generally accepted accounting principles as applicable to interim financial statements and consistently applied, provided, however, that the following items shall be added to the value of the assets set forth on such balance sheet: (i) Legal fees incurred by EMERALD in connection with the MERGER in an amount up to $180,000; (ii) Investment banking fees payable to RXXX XXXX in an amount up to $175,000; (iii) Accounting fees in an amount up to $23,000 for the retention of accounting personnel or services by EMERALD; (iv) Retention payments of $145,000 contemplated by Section 6.11(c); (v) Increases in EMERALD’s allowance for loan losses relating solely to new loan production after the date of this AGREEMENT in the amount of 1% of the difference between the aggregate dollar amount of new loans made between the date of this AGREEMENT and the EFFECTIVE TIME, calculate less the Estimated Customer Advances Amount, calculate aggregate amount of loans paid off in full or paid down between such dates; (vi) Costs and expenses incurred by EMERALD at the Estimated Capital Lease Amount and calculate direction of MBCN; and (vii) Any compensation charge resulting from the total projected purchase price adjustments that would be payable acceleration of vesting of the OUTSTANDING OPTIONS pursuant to Section 2.03 but for the operation 6.15 of this Section 2.02(b) (the “Estimated Purchase Price Adjustment”), with an Estimated Purchase Price Adjustment payable to Sellers at Closing being expressed as a positive number, or an Estimated Purchase Price Adjustment payable to Purchaser at Closing being expressed as a negative numberAGREEMENT. The “Estimated Working Capital” application of the adjustments to the EMERALD SHAREHOLDERS’ EQUITY as contemplated in clauses (i) through (v) is illustrated by the example which is attached hereto as Exhibit 2.02(c) and which shall be equal used solely to demonstrate the Working Capital of the Business as of 12:01 a.m. (local time in each applicable jurisdiction) on the most recent month end prior to (but not including) the Closing Date. For purposes of calculating the Estimated Purchase Price Adjustment, the difference (positive or negative) between the Estimated Working Capital and the Working Capital Threshold shall be multiplied adjustment method specified by 75% (the “Estimated Working Capital Payment”this section 2.02(c).