Common use of Adjustment After Closing Clause in Contracts

Adjustment After Closing. Upon determination of the final Closing Cash and the final Net Working Capital, the Aggregate Purchase Price shall be adjusted as follows: (i) If the Net Working Capital as finally determined in accordance with Section 2.4 is equal to or greater than the Minimum Net Working Capital Target but less than or equal to the Maximum Net Working Capital Target, and: (1) if there was an Estimated Net Working Capital Surplus, then the Aggregate Purchase Price shall be reduced by an amount equal to such Estimated Net Working Capital Surplus, (2) if there was an Estimated Net Working Capital Deficiency, then the Aggregate Purchase Price shall be increased by an amount equal to such Estimated Net Working Capital Deficiency, or (3) if the Estimated Net Working Capital was equal to or greater than the Minimum Net Working Capital Target but less than or equal to the Maximum Net Working Capital Target, then there shall be no adjustment to the Aggregate Purchase Price pursuant to this Section 2.4(b)(i). (ii) If the Net Working Capital as finally determined in accordance with Section 2.4 is less than the Minimum Net Working Capital Target, and: (1) if there was an Estimated Net Working Capital Surplus, then the Aggregate Purchase Price shall be reduced by an amount equal to the sum of (A) such Estimated Net Working Capital Surplus plus (B) the amount by which the Minimum Net Working Capital Target exceeds the final Net Working Capital, (2) if there was an Estimated Net Working Capital Deficiency, then (A) if the final Net Working Capital exceeds the Estimated Net Working Capital, the Aggregate Purchase Price shall be increased by an amount equal to such excess, or (B) if the Estimated Net Working Capital exceeds the final Net Working Capital, the Aggregate Purchase Price shall be decreased by an amount equal to such excess, or (3) if the Estimated Net Working Capital was equal to or greater than the Minimum Net Working Capital Target but less than or equal to the Maximum Net Working Capital Target, then the Aggregate Purchase Price shall be reduced by an amount by which the Minimum Net Working Capital Target exceeds the final Net Working Capital. (iii) If the Net Working Capital as finally determined in accordance with Section 2.4 exceeds the Maximum Net Working Capital Target, and: (1) if there was an Estimated Net Working Capital Surplus, then (A) if the final Net Working Capital exceeds the Estimated Net Working Capital, the Aggregate Purchase Price shall be increased by an amount equal to such excess, or (B) if the Estimated Net Working Capital exceeds the final Net Working Capital, the Aggregate Purchase Price shall be decreased by an amount equal to such excess, (2) if there was an Estimated Net Working Capital Deficiency, then the Aggregate Purchase Price shall be increased by an amount equal to the sum of (A) such Estimated Net Working Capital Deficiency plus (B) the amount by which the final Net Working Capital exceeds the Maximum Net Working Capital Target, or (3) if the Estimated Net Working Capital was equal to or greater than the Minimum Net Working Capital Target but less than or equal to the Maximum Net Working Capital Target, then the Aggregate Purchase Price shall be increased by an amount by which the final Net Working Capital exceeds the Maximum Net Working Capital Target. (iv) The Aggregate Purchase Price shall be reduced by the amount, if any, by which the Estimated Closing Cash exceeds the final Closing Cash. (v) The Aggregate Purchase Price shall be increased by the amount, if any, by which the final Closing Cash exceeds the lesser of (A) the Estimated Closing Cash and (B) $500,000. The aggregate reduction in or addition to the Aggregate Purchase Price referred to in this Section 2.3(b) are hereafter collectively referred to as the “Post-Closing Reduction” and “Post-Closing Addition”, respectively. After the Closing Balance Sheet and the calculation of the Closing Cash and Net Working Capital become final and binding in accordance with the provisions of Section 2.4, then, within ten (10) days thereof: (i) if there is a Post-Closing Reduction, Seller shall immediately deliver such Post-Closing Reduction to Buyer in immediately available funds by wire transfer or check; and (ii) if there is a Post-Closing Addition, Buyer shall immediately deliver such Post-Closing Addition in immediately available funds by wire transfer or check to Seller.

Adjustment After Closing. Upon determination of the final Closing Cash and the final Final Net Working CapitalCapital pursuant to Section 2.4, the Aggregate Purchase Price shall be adjusted as follows: (i) If the Net Working Capital as finally determined in accordance with Section 2.4 is equal to or greater than the Minimum Net Working Capital Target but less than or equal to the Maximum Net Working Capital Target, and: (1) if there was an Estimated Net Working Capital Surplus, then the Aggregate Purchase Price shall be reduced by an amount equal to such Estimated Net Working Capital Surplus, (2) if there was an Estimated Net Working Capital Deficiency, then the Aggregate Purchase Price shall be increased by an amount equal to such Estimated Net Working Capital Deficiency, or (3) if the Estimated Net Working Capital was equal to or greater than the Minimum Net Working Capital Target but less than or equal to the Maximum Net Working Capital Target, then there shall be no adjustment to the Aggregate Purchase Price pursuant to this Section 2.4(b)(i). (ii) If the Net Working Capital as finally determined in accordance with Section 2.4 is less than the Minimum Net Working Capital Target, and: (1) if there was an Estimated Net Working Capital Surplus, then the Aggregate Purchase Price shall be reduced by an amount equal to the sum of (A) such Estimated Net Working Capital Surplus plus (B) the amount by which the Minimum Net Working Capital Target exceeds the final Net Working Capital, (2) if there was an Estimated Net Working Capital Deficiency, then (A) if the final Net Working Capital exceeds the Estimated Net Working Capital, the Aggregate Purchase Price shall be increased by an amount equal to such excess, or (B) if the Estimated Net Working Capital exceeds the final Net Working Capital, the Aggregate Purchase Price shall be decreased by an amount equal to such excess, or (3) if the Estimated Net Working Capital was equal to or greater than the Minimum Net Working Capital Target but less than or equal to the Maximum Net Working Capital Target, then the Aggregate Purchase Price shall be reduced by an amount by which the Minimum Net Working Capital Target exceeds the final Net Working Capital. (iii) If the Net Working Capital as finally determined in accordance with Section 2.4 exceeds the Maximum Net Working Capital Target, and: (1) if there was an Estimated Net Working Capital Surplus, then (A) if the final Net Working Capital exceeds the Estimated Net Working Capital, the Aggregate Purchase Price shall be increased by an amount equal to such excess, or (B) if the Estimated Net Working Capital exceeds the final Net Working Capital, the Aggregate Purchase Price shall be decreased by an amount equal to such excess, (2) if there was an Estimated Net Working Capital Deficiency, then the Aggregate Purchase Price shall be increased by an amount equal to the sum of (A) such Estimated Net Working Capital Deficiency plus (B) the amount by which the final Net Working Capital exceeds the Maximum Net Working Capital Target, or (3) if the Estimated Net Working Capital was equal to or greater than the Minimum Net Working Capital Target but less than or equal to the Maximum Net Working Capital Target, then the Aggregate Purchase Price shall be increased by an amount by which the final Net Working Capital exceeds the Maximum Net Working Capital Target. (iv) The Aggregate Purchase Price shall be reduced by the amount, if any, by which the Estimated Closing Cash Net Working Capital exceeds the final Final Net Working Capital as of the day prior to the Closing Cash. Date as determined pursuant to Section 2.4, or (vii) The Aggregate Purchase Price shall be increased by the amount, if any, by which the final Closing Cash Final Net Working Capital exceeds the lesser of (A) the Estimated Closing Cash and (B) $500,000Net Working Capital. The aggregate reduction in or and addition to the Aggregate Purchase Price referred to in this Section 2.3(b) the preceding sentence are hereafter collectively referred to as the “Post-Closing Reduction” and “Post-Closing Addition”, respectively. After the Closing Balance Sheet and the calculation of the Closing Cash and Final Net Working Capital become final and binding upon the parties in accordance with the provisions of Section 2.4, then, within ten (10) days thereoffollowing such calculation: (i) if there is a any Post-Closing ReductionReduction is required, Seller Buyer and the Stockholders Representative shall immediately deliver direct the Escrow Agent to pay such amount out of the Adjustment Escrow Fund to Buyer in accordance with the terms of the Escrow Agreement, and (A) in the event the Adjustment Escrow Fund is insufficient to cover the full amount of such Post-Closing Reduction (the amount by which the Post-Closing Reduction exceeds the amount of the Escrow Adjustment Fund shall be referred to herein as the “Deficiency”), then the Escrow Agent shall distribute the entire Adjustment Escrow Fund to Buyer as provided in the Escrow Agreement, and each Seller, severally and not jointly, on a Pro Rata basis, shall immediately deliver the Deficiency to Buyer in immediately available funds by wire transfer or check, and in the event that the Sellers shall fail to pay the amount of the Deficiency by the date on which the Escrow Agent distributes the Adjustment Escrow Fund to Buyer pursuant to the Escrow Agreement, Buyer may at any time thereafter deliver written notice to the Escrow Agent and the Stockholders Representative specifying such amount, and the Escrow Agent shall pay such amount out of the Environmental Indemnity Escrow Fund to Buyer in accordance with the terms of the Escrow Agreement; provided, however, that each Seller that failed to deliver to Buyer such Seller’s Pro Rata share of the Deficiency shall remain liable in the event the Environmental Indemnity Escrow Fund is insufficient to cover such Seller’s Pro Rata share of the Deficiency; provided, further that no failure on the part of Buyer to deliver the specified notice shall relieve any Seller of the obligation to pay the amount of such deficiency to Buyer. and (iiB) if there is a in the event the amount of funds in the Adjustment Escrow Fund exceeds the amount of the Post-Closing AdditionReduction, Buyer shall immediately deliver such the Escrow Agent, after paying the amount of the Post-Closing Addition Reduction to Buyer, shall pay the remaining amount of funds in immediately available funds by wire transfer or check the Adjustment Escrow Fund to Seller.Sellers, on a Pro Rata basis; and