Common use of Adjustment of Initial Purchase Price Clause in Contracts

Adjustment of Initial Purchase Price. 3.2.1 Within one hundred twenty (120) calendar days following the Closing Date (the "Adjustment Period"), the Purchaser shall prepare, or cause to be prepared, and deliver to Seller a statement of Working Capital of the Business as of the close of business on the Closing Date (the "Closing Date Working Capital"). The Closing Date Working Capital shall be prepared in accordance with the Accounting Principles. 3.2.2 The statement of Closing Date Working Capital shall be final and binding on the parties unless Seller shall, within thirty (30) days following the delivery of the statement of Closing Date Working Capital, deliver to the Purchaser written notice of objection (the "Objection Notice") with respect to the statement of Closing Date Working Capital. The Objection Notice shall specify in reasonable detail the disputed items on the statement of Closing Date Working Capital (which shall be limited to whether the statement of Closing Date Working Capital was prepared in accordance with the Accounting Principles and is accurate) and describe in reasonable detail the basis for the disputed items, including the data that forms the basis thereof, and include the Seller's draft of the statement of Closing Date Working Capital. During the 30-day period following the Purchaser's delivery of the statement of Closing Date Working Capital to the Seller, the Purchaser shall grant the Seller reasonable access during normal business hours to the books and records of TCH and each Subsidiary relevant to the preparation of such statement. 3.2.3 If the Objection Notice is delivered, the parties shall consult with each other with respect to the disputed items and attempt in good faith to resolve the dispute. If the parties are unable to reach an agreement within thirty (30) days after delivery of the Objection Notice, either the Purchaser or Seller may refer any unresolved disputed items to Duff & ▇▇▇▇▇▇, LLC (the "Unrelated Firm"). The Unrelated Firm shall be directed to render a written report as promptly as practicable and, in any event, within thirty (30) days on the unresolved disputed items and to resolve only those issues of dispute set forth in the Objection Notice. The Unrelated Firm shall resolve such issues of dispute in accordance with the Accounting Principles. The resolution of the dispute by the Unrelated Firm shall be final and binding on the parties. The fees and expenses of the Unrelated Firm shall be shared by the Seller and the Purchaser in proportion to the aggregate differences between their respective calculations of Closing Date Working Capital as embodied in the Purchaser's draft of the statement of Working Capital and the Seller's draft of the statement of Working Capital, as applicable, and the Closing Date Working Capital as finally determined by the Unrelated Firm. 3.2.4 Upon final determination of the Closing Date Working Capital, the Initial Purchase Price shall be decreased dollar for dollar to the extent the Closing Date Working Capital is less than the Estimated Working Capital (the "Adjusted Purchase Price"). The difference between the Initial Purchase Price and the Adjusted Purchase Price (the "Adjustment Amount"), shall be paid by Seller to Purchaser. Payment of the Adjustment Amount shall be made in accordance with Section 3.3.2 and 3.

Adjustment of Initial Purchase Price. 3.2.1 2.2.1 Within one hundred twenty sixty (12060) calendar days following the Closing Date (the "“Adjustment Period"”), the Purchaser shall prepare, or cause to be prepared, and deliver to the Seller a statement of Working Capital of the Business Company as of the close of business on the Closing Date (the "“Closing Date Working Capital"”). The Closing Date Working Capital shall be prepared calculated in accordance with GAAP and the Accounting Principles. The Seller shall have the right to be present for any physical inventory of the Company’s assets undertaken by the Purchaser in connection with preparation of the statement of Closing Date Working Capital. 3.2.2 2.2.2 The statement of Closing Date Working Capital shall be final and binding on the parties Parties unless the Seller shall, within thirty (30) days following the delivery of the statement of Closing Date Working Capital, deliver to the Purchaser written notice of objection (the "“Objection Notice"”) with respect to the statement of Closing Date Working Capital. The Objection Notice shall specify (a) set forth in reasonable detail any proposed adjustment to the disputed items statement of Closing Date Working Capital and the basis for such adjustment (including a specific dollar amount together with a reasonably detailed explanation), and (b) only include disagreements based on mathematical errors or based on the statement of Closing Date Working Capital (which shall be limited to whether the statement of Closing Date Working Capital was prepared not being calculated in accordance with the Accounting Principles and is accurate) and describe in reasonable detail the basis for the disputed items, including the data that forms the basis thereof, and include the Seller's draft of the statement of Closing Date Working CapitalSection 2.2.1. During the 30-day period following the Purchaser's ’s delivery of the statement of Closing Date Working Capital to the Seller, the Purchaser shall grant the Seller reasonable access during normal business hours to the books and records of TCH and each Subsidiary the Company relevant to the preparation of such statement. 3.2.3 2.2.3 If the Objection Notice is delivered, the parties Parties shall consult meet with each other as soon as reasonably practical with respect to the disputed items and attempt in good faith to resolve the dispute. If the parties Parties are unable to reach an agreement on all disputed items within thirty (30) days after delivery of the Objection Notice, either the Purchaser or the Seller may refer any unresolved disputed items to Duff & ▇▇▇▇▇▇an accounting firm of national reputation selected by mutual agreement of the Purchaser and the Seller, LLC or if the Purchaser and the Seller are unable to so agree, KPMG LLP (the "“Unrelated Accounting Firm"”). None of the Purchaser, the Seller or the Company (a) has, in the three-year period prior to the date of this Agreement, engaged the Unrelated Accounting Firm to perform any services in excess of One Hundred Thousand Dollars ($100,000) in any 12-month period for any such Person (other than acting as an independent arbitrator in a similar capacity as the Unrelated Accounting Firm) or (b) will engage the Unrelated Accounting Firm to perform any service for such Person (other than acting as an independent arbitrator in a similar capacity as the Unrelated Accounting Firm) prior to the final determination of the Closing Date Working Capital and the adjustment of the Initial Purchase Price under this Section 2.2. The Purchaser and the Seller shall give the Unrelated Accounting Firm: (i) a copy of this Agreement, the Financial Statements, the Purchaser’s statement of the Closing Date Working Capital, the Objection Notice, and any other relevant correspondence between the Purchaser and the Seller; (ii) position papers outlining each Party’s respective arguments and supporting documentation for each Party’s position, provided, however, that the Purchaser’s positions, arguments and computations must match those set forth in the statement of the Closing Date Working Capital or agreed to with the Seller pursuant to Section 2.2.3 above, and the Seller’s positions, arguments and computations must match those set forth in the Objection Notice or agreed to with Purchaser pursuant to Section 2.2.3 above; and (iii) access to the books and records of the Company, including any work papers or other schedules prepared by each Party’s accountants (subject to compliance with such Party’s accountants’ customary procedures for release) relating to the preparation of the statement of the Closing Date Working Capital and the Objection Notice. The Unrelated Accounting Firm shall be directed to render a written report as promptly as practicable and, in any event, within thirty (30) days of the receipt of the deliveries required by this Section 2.2.3, on the unresolved disputed items and to resolve only those issues of dispute set forth in the Objection Notice. The Unrelated Accounting Firm shall resolve such issues of dispute in accordance with GAAP and the Accounting Principles. The resolution of the dispute by the Unrelated Accounting Firm shall be final and binding on the partiesParties and may be entered and enforced in any court of competent jurisdiction. The fees and expenses of the Unrelated Accounting Firm shall be shared borne equally by the Seller and the Purchaser in proportion to the aggregate differences between their respective calculations of Closing Date Working Capital as embodied in the Purchaser's draft of the statement of Working Capital and the Seller's draft of the statement of Working Capital, as applicable, and the Closing Date Working Capital as finally determined by the Unrelated Firm. 3.2.4 2.2.4 Upon final determination of the Closing Date Working Capital, the Initial Purchase Price shall be (a) increased dollar for dollar to the extent the Closing Date Working Capital exceeds the sum of (1) the Target Working Capital plus (2) One Million Seven Hundred Fifty Thousand Dollars ($1,750,000), or (b) decreased dollar for dollar to the extent the Closing Date Working Capital is less than the Estimated sum of (1) the Target Working Capital less (2) One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) (the "Adjusted result being, the “Final Purchase Price"”). ; provided, however, that to the extent that the Seller has not paid its agreed portion of Transfer Taxes in accordance with Section 10.2 then, notwithstanding anything to the contrary in this Agreement, the Final Purchase Price shall be reduced dollar-for-dollar by an amount equal to such portion of the subject Transfer Taxes. 2.2.5 The difference between the Initial Purchase Price and the Adjusted Final Purchase Price (the "“Adjustment Amount"), ”) shall be paid by the Purchaser to the Seller, or by the Seller to the Purchaser, as the case may be. In the event the Final Purchase Price is (a) greater than the Initial Purchase Price, the Purchaser shall pay to the Seller the Adjustment Amount, or (b) less than the Initial Purchase Price, the Seller shall pay to the Purchaser the Adjustment Amount. Payment of the Adjustment Amount shall be made in accordance with Section 3.3.2 and 32.3.3. Until paid, the Adjustment Amount shall bear interest determined by computing simple interest on the Adjustment Amount from the Closing Date to the date of payment at the rate of interest announced publicly by Citibank, N.A. from time to time as its “reference rate” (on the basis of a 365-day year).

Adjustment of Initial Purchase Price. 3.2.1 2.2.1 Within one hundred twenty sixty (12060) calendar days following the Closing Date (the "Adjustment Period"), the Purchaser shall prepare, or cause to be prepared, and deliver to Seller a statement of Working Capital of the Business Company as of the close of business on the Closing Date (the "Closing Date Working Capital"). The Closing Date Working Capital shall be prepared in accordance with the Accounting Principles. During the preparation of the statement of Closing Date Working Capital, Purchaser shall afford, and shall cause the Company to afford, the Seller reasonable opportunity to review such preparation, including supporting detail, and the right to be present for any physical inventory of the Company's assets undertaken by Purchaser for purposes of preparing the statement of Closing Date Working Capital. Notwithstanding anything herein or in the Accounting Principles to the contrary, in the event Seller or the Company, at or subsequent to the Closing Date, contributes assets or satisfies any Liabilities of the Company and such assets or satisfaction of Liabilities would come within the definition of Working Capital, the Closing Date Working Capital shall be adjusted accordingly. 3.2.2 2.2.2 The statement of Closing Date Working Capital shall be final and binding on the parties unless the Seller shall, within thirty (30) days following the delivery of the statement of Closing Date Working Capital, deliver to the Purchaser written notice of objection (the "Objection Notice") with respect to the statement of Closing Date Working Capital. The Objection Notice shall specify in reasonable detail the disputed items on the statement of Closing Date Working Capital (which shall be limited to whether the statement of Closing Date Working Capital was prepared in accordance with the Accounting Principles and is accurate) and describe in reasonable detail the basis for the disputed items, including the data that forms the basis thereof, and include as well as the Seller's draft of the statement of Closing Date Working Capitalamount in dispute. During the 30-day period following the Purchaser's delivery of the statement of Closing Date Working Capital to the Seller, the Purchaser shall grant the Seller reasonable access during normal business hours to the books and records of TCH and each Subsidiary the Company relevant to the preparation of such statement. 3.2.3 2.2.3 If the Objection Notice is delivered, the parties shall consult with each other with respect to the disputed items and attempt in good faith to resolve the dispute. If the parties are unable to reach an agreement within thirty (30) days after delivery of the Objection Notice, either the Purchaser or the Seller may refer any unresolved disputed items to Duff & an accounting firm of national reputation selected by mutual agreement of the Purchaser and the Seller, or if the Purchaser and the Seller are unable to so agree, BDO ▇▇▇▇▇▇▇, LLC LLP (the "Unrelated Accounting Firm"). The Unrelated Accounting Firm shall be directed to render a written report as promptly as practicable and, in any event, within thirty (30) days on the unresolved disputed items and to resolve only those issues of dispute set forth in the Objection Notice. The Unrelated Accounting Firm shall resolve such issues of dispute in accordance with the Accounting Principles. The resolution of the dispute by the Unrelated Accounting Firm shall be final and binding on the parties. The fees and expenses of the Unrelated Accounting Firm shall be shared borne equally by the Seller and the Purchaser in proportion to the aggregate differences between their respective calculations of Closing Date Working Capital as embodied in the Purchaser's draft of the statement of Working Capital and the Seller's draft of the statement of Working Capital, as applicable, and the Closing Date Working Capital as finally determined by the Unrelated Firm. 3.2.4 2.2.4 Upon final determination of the Closing Date Working Capital, the Initial Purchase Price shall be (i) increased dollar for dollar to the extent the Closing Date Working Capital exceeds the Target Working Capital, or (ii) decreased dollar for dollar to the extent the Closing Date Working Capital is less than the Estimated Target Working Capital (the "Adjusted Purchase Price"). The difference between the Initial Purchase Price and the Adjusted Purchase Price (the "Adjustment Amount"), shall be paid by Purchaser to Seller, or Seller to Purchaser, as the case may be. In the event the Adjusted Purchase Price is (i) greater than the Initial Purchase Price, Purchaser shall pay to Seller the Adjustment Amount, or (ii) less than the Initial Purchase Price, Seller shall pay to Purchaser the Adjustment Amount. Payment of the Adjustment Amount shall be made in accordance with Section 3.3.2 2.3.2 and 32.3.3.