Common use of Reduction of Purchase Price Clause in Contracts

Reduction of Purchase Price. (a) As promptly as practicable, but in any event not later than sixty (60) days after the Closing the Seller shall cause to be prepared and delivered to the Buyer, an audited, balance sheet of Suburban as of 12:01 a.m. on the Closing Date (the "Closing Balance Sheet"), setting forth the Working Capital of Suburban as at the Closing Date and the monthly average Working Capital for the twelve months ended February 28, 1998 (the "Statement of Working Capital"). The Closing Balance Sheet shall be prepared in accordance with Section 1.2, other than non-GAAP items specifically required by this Agreement (such as treatment of workers' compensation reserves and liabilities pursuant to Section 7.7), and shall be audited by the Seller's independent certified public accountants but shall contain no assets, accruals or reserves relating to the entities the subject of the Divestiture or otherwise relating to the Company or any Affiliate of the Company other than Suburban. The Seller represents and warrants to the Buyer that as at the Closing Date the Company and its Subsidiaries other than Suburban have no liabilities which are not fully covered by cash and cash equivalents (which include for this purpose, any obligation of the Seller for money owed to the Company or any of its Subsidiaries) held by the Company and its Subsidiaries other than Suburban on and after the Closing Date. (b) Subject to subsection (c) below, within fifteen (15) days after delivery to the Buyer of the Closing Balance Sheet and the Statement of Working Capital pursuant to subsection (a) above, the Seller agrees to pay to the Buyer (i) the amount, if any, by which average Working Capital for the twelve months ended February 28, 1998 exceeds the Working Capital on the Closing Balance Sheet, plus (ii) interest on the amounts computed pursuant to clause (i) above at the Base Rate for the period from the Closing Date to the date of payment in full of such amount (the amounts payable pursuant to clauses (i) and (ii) are hereinafter referred to collectively as the "Purchase Price Adjustment"). Payments, if any, by the Seller pursuant to the preceding sentence shall be made by wire transfer of immediately available funds to an account or accounts designated by the Buyer. The parties shall treat any payment made pursuant to this Section 2.3(b) as an adjustment to the Purchase Price for all purposes. (c) If the Buyer in good faith disagrees with the Closing Balance Sheet or the Statement of Working Capital, then the Buyer shall notify the Seller in writing (the "Notice of Disagreement") of such disagreement within twenty (20) days after delivery of the Closing Balance Sheet and the Statement of Working Capital to the Seller. Thereafter, the Buyer and the Seller shall attempt in good faith to resolve and finally determine the Closing Balance Sheet and the Statement of Working Capital. If the Buyer and the Seller are unable to resolve the disagreement within twenty (20) days after delivery of the Notice of Disagreement, then the Buyer and the Seller shall select a mutually acceptable, nationally recognized independent accounting firm (such accounting firm being hereinafter referred to as the "Independent Accountant") to resolve the disputed items and make a determination with respect thereto. Such determination will be made, and written notice thereof given to the Buyer and the Seller, within thirty (30) days after such selection. The determination by the Independent Accountant shall be final, binding and conclusive upon the parties hereto. The scope of such firm's engagement (which shall not be an audit) shall be limited to the resolution of the items contained in the Notice of Disagreement, and the recalculation, if any, of the Closing Balance Sheet and the Statement of Working Capital in light of such resolution and shall be conducted in accordance with the provisions of this Agreement and will use the definitions contained herein. The fees, costs and expenses of the Seller and the Independent Accountant, if any, in connection with the preparation of the Closing Balance Sheet and the Statement of Working Capital shall be shared equally by the Buyer, on the one hand, and the Seller, on the other hand. Within ten (10) days of delivery of a notice of determination by the Independent Accountant as described above, any adjustment shall be paid as provided in Section 2.3(b). Any portion of the Purchase Price Adjustment not in dispute shall be paid when due.

Reduction of Purchase Price. (a) As promptly as practicable, but in any event not later than sixty (60) days after the Closing the Seller shall cause to be prepared and delivered to the Buyer, an audited, balance sheet of Suburban as of 12:01 a.m. on the Closing Date (the "Closing Balance Sheet"), setting forth the Working Capital of Suburban as at the Closing Date and the monthly average Working Capital for the twelve months ended February 28, 1998 (the "Statement of Working Capital"). The Closing Balance Sheet shall be prepared in accordance with Section 1.2, other than non-GAAP items specifically required by this Agreement (such as treatment of workers' compensation reserves and liabilities pursuant to Section 7.7), and shall be audited by the Seller's independent certified public accountants but shall contain no assets, accruals or reserves relating to the entities the subject of the Divestiture or otherwise relating to the Company or any Affiliate of the Company other than Suburban. The Seller represents and warrants to the Buyer that as at the Closing Date the Company and its Subsidiaries other than Suburban have no liabilities which are not fully covered by cash and cash equivalents (which include for this purpose, any obligation of the Seller for money owed to the Company or any of its Subsidiaries) held by the Company and its Subsidiaries other than Suburban on and after the Closing Date.Statement (b) Subject to subsection (c) below, within fifteen (15) days after delivery to the Buyer of the Closing Balance Sheet and the Statement of Working Capital pursuant to subsection (a) above, the Seller agrees to pay to the Buyer (i) the amount, if any, by which average Working Capital for the twelve months ended February 28, 1998 exceeds the Working Capital on the Closing Balance Sheet, plus (ii) interest on the amounts computed pursuant to clause (i) above at the Base Rate for the period from the Closing Date to the date of payment in full of such amount (the amounts payable pursuant to clauses (i) and (ii) are hereinafter referred to collectively as the "Purchase Price Adjustment"). Payments, if any, by the Seller pursuant to the preceding sentence shall be made by wire transfer of immediately available funds to an account or accounts designated by the Buyer. The parties shall treat any payment made pursuant to this Section 2.3(b) as an adjustment to the Purchase Price for all purposes. (c) If the Buyer in good faith disagrees with the Closing Balance Sheet or the Statement of Working Capital, then the Buyer shall notify the Seller in writing (the "Notice of Disagreement") of such disagreement within twenty (20) days after delivery of the Closing Balance Sheet and the Statement of Working Capital to the Seller. Thereafter, the Buyer and the Seller shall attempt in good faith to resolve and finally determine the Closing Balance Sheet and the Statement of Working Capital. If the Buyer and the Seller are unable to resolve the disagreement within twenty (20) days after delivery of the Notice of Disagreement, then the Buyer and the Seller shall select a mutually acceptable, nationally recognized independent accounting firm (such accounting firm being hereinafter referred to as the "Independent Accountant") to resolve the disputed items and make a determination with respect thereto. Such determination will be made, and written notice thereof given to the Buyer and the Seller, within thirty (30) days after such selection. The determination by the Independent Accountant shall be final, binding and conclusive upon the parties hereto. The scope of such firm's engagement (which shall not be an audit) shall be limited to the resolution of the items contained in the Notice of Disagreement, and the recalculation, if any, of the Closing Balance Sheet and the Statement of Working Capital in light of such resolution and shall be conducted in accordance with the provisions of this Agreement and will use the definitions contained herein. The fees, costs and expenses of the Seller and the Independent Accountant, if any, in connection with the preparation of the Closing Balance Sheet and the Statement of Working Capital shall be shared equally by the Buyer, on the one hand, and the Seller, on the other hand. Within ten (10) days of delivery of a notice of determination by the Independent Accountant as described above, any adjustment shall be paid as provided in Section 2.3(b). Any portion of the Purchase Price Adjustment not in dispute shall be paid when due.

Reduction of Purchase Price. (a) As promptly as practicable, but in any event not later than sixty (60) days after the Closing Closing, the Seller Buyer shall cause to be prepared and delivered to the BuyerSeller, an audited, consolidated balance sheet of Suburban the Seller as of 12:01 a.m. on the Closing Date (the "Closing Balance Sheet"), setting forth the Working Capital of Suburban the Business as at the Closing Date and the monthly average Working Capital for the twelve months ended February 28, 1998 (the "Statement of Working Capital"). The Closing Balance Sheet shall be prepared from the Seller's Books and Records and in accordance with Section 1.2; provided, other than non-GAAP items specifically required by this Agreement (such as treatment of workers' compensation reserves and liabilities pursuant to Section 7.7)however, and that the Closing Balance Sheet shall be audited by the Seller's independent certified public accountants but shall not contain no assets, any accruals or reserves relating to for Excluded Liabilities and shall not include as an asset any Excluded Assets. Working Capital shall be calculated and determined in a manner consistent with the entities method illustrated on Schedule 2.6 and shall not include any contingent liabilities associated with the subject of the Divestiture or otherwise relating to the Company or any Affiliate of the Company other than Suburban. The Seller represents and warrants to the Buyer that as at the Closing Date the Company and its Subsidiaries other than Suburban have no liabilities which are not fully covered by cash and cash equivalents (which include for this purpose, any obligation of the Seller for money owed to the Company or any of its Subsidiaries) held by the Company and its Subsidiaries other than Suburban on and after the Closing DateBard Litigation. (b) Subject to subsection (c) below, within fifteen twenty (1520) days after delivery to the Buyer Seller of the Closing Balance Sheet and the Statement of Working Capital pursuant to subsection (a) above, the Seller agrees to pay to the Buyer (i) the amount, if any, by which average Working Capital for the twelve months ended February 28, 1998 $9,631,766.00 exceeds the Working Capital on of the Business as at the Closing Balance SheetDate, plus (ii) interest on the amounts computed pursuant to clause (i) above at the Base Rate for the period from the Closing Date to the date of payment in full of such amount (the amounts payable pursuant to clauses (i) and (ii) are hereinafter referred to collectively as the "Purchase Price Adjustment"). Payments, if any, by the Seller pursuant to the preceding sentence shall be made by wire transfer of immediately available funds to an account or accounts designated by the Buyer. The parties shall treat any payment made pursuant to this Section 2.3(b2.6(b) as an adjustment to the Cash Payment portion of the Purchase Price for all purposes. (c) If the Buyer Seller in good faith disagrees with the Closing Balance Sheet or the Statement of Working Capital, then the Buyer Seller shall notify the Seller Buyer in writing (the "Notice of Disagreement") of such disagreement within twenty (20) days after delivery of the Closing Balance Sheet and the Statement of Working Capital to the Seller. Thereafter, the Buyer and the Seller shall attempt in good faith to resolve and finally determine the Closing Balance Sheet and the Statement of Working Capital. If the Buyer and the Seller are unable to resolve the disagreement within twenty (20) days after delivery of the Notice of Disagreement, then the Buyer and the Seller shall select a mutually acceptable, nationally recognized independent accounting firm (such accounting firm being hereinafter referred to as the "Independent Accountant") to resolve the disputed items and make a determination with respect thereto. Such determination will be made, and written notice thereof given to the Buyer and the Seller, within thirty (30) days after such selection. The determination by the Independent Accountant shall be final, binding and conclusive upon the parties hereto. The scope of such firm's engagement (which shall not be an audit) shall be limited to the resolution of the items contained in the Notice of Disagreement, and the recalculation, if any, of the Closing Balance Sheet and the Statement of Working Capital in light of such resolution and shall be conducted in accordance with the provisions of this Agreement and will use the definitions contained herein. The fees, costs and expenses of the Seller and the Independent Accountant, if any, in connection with the preparation of the Closing Balance Sheet and the Statement of Working Capital shall be shared equally by the Buyer, on the one hand, and the Seller, on the other hand. Within ten (10) days of delivery of a notice of determination by the Independent Accountant as described above, any adjustment shall be paid as provided in Section 2.3(b2.6(b), and shall constitute timely payment notwithstanding the lapse of the twenty (20) day time period set forth in Section 2.6(b). Any portion of the Purchase Price Adjustment not in dispute shall be paid when duedue in accordance with Section 2.6(b).