Common use of Adjustment Payment Clause in Contracts

Adjustment Payment. The Purchase Price shall be: (A) decreased by an amount equal to the amount, if any, by which Net Book Value as of October 31 plus $113,609,000, is less than $1,200,000,000; or (B) increased by an amount equal to the amount, if any, by which the Net Book Value as of October 31 plus $113,609,000 is greater than the $1,200,000,000; and (C) increased by the Interest Amount and the Tax Amount (the Purchase Price as so increased or decreased being hereinafter called the "Adjusted Purchase Price"). Within 10 days after the Statement has become final and binding in accordance with Section 2.05(b), (i) if the Closing Date Payment is greater than the Adjusted Purchase Price, Seller shall pay to Purchaser an amount equal to such difference, plus simple interest thereon at the Applicable Settlement Rate from the Closing Date to the date payment is made in full, and (ii) if the Closing Date Payment is less than the Adjusted Purchase Price, Purchaser shall pay to Seller an amount equal to such difference, plus simple interest thereon at the Applicable Settlement Rate from the Closing Date to the date payment is made in full (the Closing Date Payment as so increased or decreased being hereinafter called the "Final Purchase Price"). Any such payment hereunder shall be made by wire transfer of immediately available funds to an account designated in writing by Purchaser or Seller, as the case may be. For purposes of this Section 2.05(c), (x) the "Applicable Settlement Rate" shall be Closing Date LIBOR plus one percent (1%), and (y) "Closing Date LIBOR" shall be the London Interbank Offered Rate (LIBOR) as reported on the Closing Date in The Wall Street Journal for the specified interval of calendar months (expressed as the 3-month LIBOR rate, 6-month LIBOR rate, 9-month LIBOR rate and so on, as applicable) that most closely corresponds to the time period between the Closing Date and the date that payment in full pursuant to this Section 2.05(c) is made. 2.3 Section 3.26(a) of the Agreement is hereby deleted in its entirety and replaced with the following: (a) Schedule 3.26 lists all insurance policies pursuant to which any of the Purchased Entities are insured as of the date of this Agreement. Such policies are in full force and effect and sufficiently insure against risks and liabilities customary for the Business. Neither Seller nor any Purchased Entity have received a notice of cancellation or nonrenewal of any such policy. 2.4 Section 5.03(d) of the Agreement is hereby deleted in its entirety and replaced with the following:

Adjustment Payment. The Purchase Price shall be: (A) decreased by an amount equal to (i) the amount, if any, by which Net Book Value Working Capital as of October 31 plus $113,609,000, Closing is less than $1,200,000,0004,919,000; or plus (ii) the amount, if any, by which the net book value of Equipment Held for Lease as of Closing is less than $1,081,539,000; and (B) increased by an amount equal to the amount, if any, by which the Net Book Value net book value of Equipment Held for Lease as of October 31 plus $113,609,000 Closing is greater than the $1,200,000,000; and (C) increased by the Interest Amount and the Tax Amount 1,081,539,000 (the Purchase Price as so increased or decreased being hereinafter called the "Adjusted Purchase Price"). Within 10 days after the Statement has become final and binding in accordance with Section 2.05(b), (i) if the Closing Date Payment is greater than the Adjusted Purchase Price, Seller shall pay to Purchaser an amount equal to such difference, plus simple interest thereon at the Applicable Settlement Rate from the Closing Date to the date payment is made in full, and (ii) if the Closing Date Payment is less than the Adjusted Purchase Price, Purchaser shall pay to Seller an amount equal to such difference, plus simple interest thereon at the Applicable Settlement Rate from the Closing Date to the date payment is made in full (the Closing Date Payment as so increased or decreased being hereinafter called the "Final Purchase Price"). Any such payment hereunder shall be made by wire transfer of immediately available funds to an account designated in writing by Purchaser or Seller, as the case may be. For purposes of this Section 2.05(c), (x) the "Applicable Settlement Rate" shall be Closing Date LIBOR plus one percent (1%), and (y) "Closing Date LIBOR" shall be the London Interbank Offered Rate (LIBOR) as reported on the Closing Date in The Wall Street Journal for the specified interval of calendar months (expressed as the 3-month LIBOR rate, 6-month LIBOR rate, 9-month LIBOR rate and so on, as applicable) that most closely corresponds to the time period between the Closing Date and the date that payment in full pursuant to this Section 2.05(c) is made. 2.3 Section 3.26(a) of the Agreement is hereby deleted in its entirety and replaced with the following: (a) Schedule 3.26 lists all insurance policies pursuant to which any of the Purchased Entities are insured as of the date of this Agreement. Such policies are in full force and effect and sufficiently insure against risks and liabilities customary for the Business. Neither Seller nor any Purchased Entity have received a notice of cancellation or nonrenewal of any such policy. 2.4 Section 5.03(d) of the Agreement is hereby deleted in its entirety and replaced with the following:

Adjustment Payment. The Purchase Price shall be: (A) decreased by an amount equal to the amount, if any, by which Net Book Value as of October 31 Closing plus $113,609,000, is less than $1,200,000,000the Purchase Price; or (B) increased by an amount equal to the amount, if any, by which the Net Book Value as of October 31 Closing plus $113,609,000 is greater than the $1,200,000,000; and (C) increased by the Interest Amount and the Tax Amount Purchase Price (the Purchase Price as so increased or decreased being hereinafter called the "Adjusted Purchase Price"). Within 10 days after the Statement has become final and binding in accordance with Section 2.05(b), (i) if the Closing Date Payment is greater than the Adjusted Purchase Price, Seller shall pay to Purchaser an amount equal to such difference, plus simple interest thereon at the Applicable Settlement Rate from the Closing Date to the date payment is made in full, and (ii) if the Closing Date Payment is less than the Adjusted Purchase Price, Purchaser shall pay to Seller an amount equal to such difference, plus simple interest thereon at the Applicable Settlement Rate from the Closing Date to the date payment is made in full (the Closing Date Payment as so increased or decreased being hereinafter called the "Final Purchase Price"). Any such payment hereunder shall be made by wire transfer of immediately available funds to an account designated in writing by Purchaser or Seller, as the case may be. For purposes of this Section 2.05(c), (x) the "Applicable Settlement Rate" shall be Closing Date LIBOR L1BOR plus one percent (1%), and (y) "Closing Date LIBOR" shall be the London Interbank Offered Rate (LIBOR) as reported on the Closing Date in The Wall Street Journal for the specified interval of calendar months (expressed as the 3-month LIBOR rate, 6-month LIBOR rate, 9-month LIBOR rate and so on, ; as applicable) ), that most closely corresponds to the time period between the Closing Date and the date that payment in full pursuant to this Section 2.05(c) is made. 2.3 Section 3.26(a) of the Agreement is hereby deleted in its entirety and replaced with the following: (a) Schedule 3.26 lists all insurance policies pursuant to which any of the Purchased Entities are insured as of the date of this Agreement. Such policies are in full force and effect and sufficiently insure against risks and liabilities customary for the Business. Neither Seller nor any Purchased Entity have received a notice of cancellation or nonrenewal of any such policy. 2.4 Section 5.03(d) of the Agreement is hereby deleted in its entirety and replaced with the following: