Base Purchase Price Adjustment Clause Samples

Base Purchase Price Adjustment. The Closing Balance Sheet shall be deemed final for the purposes of this Section 2.07 upon the earlier of (i) the failure of Purchaser to notify Seller of a dispute within 45 calendar days of Seller's delivery of the Closing Balance Sheet to Purchaser or (ii) the written resolution of all disputes pursuant to Section 2.07(b)(ii) (the "Final Closing Balance Sheet"). Within three Business Days of the Closing Balance Sheet being deemed final, a Base Cash Purchase Price adjustment shall be made as follows: (i) in the event that the amount of Working Capital reflected on the Closing Balance Sheet is less than $34,611,000, then the Base Cash Purchase Price shall be adjusted downward in an amount equal to such shortfall, and Seller shall, within three Business Days of such determination, pay such amount to Purchaser by wire transfer in immediately available funds; and (ii) in the event that the amount of Working Capital reflected on the Closing Balance Sheet exceeds $34,611,000, then the Base Cash Purchase Price shall be adjusted upward in an amount equal to the amount of such excess, and Purchaser shall, within three Business Days of such determination, pay the amount of such excess to Seller or its nominee by wire transfer in immediately available funds.

Base Purchase Price Adjustment. 2.3.1 No later than two (2) Business Days prior to the Closing Date, (a) the Company shall prepare and deliver to Buyer a statement setting forth its reasonably detailed good faith estimate as of the open of business on the Closing Date of the Working Capital (the “Estimated Working Capital”) and (b) the Members shall deliver a certificate signed by ▇▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇▇ ▇▇▇, certifying that such statement was prepared in accordance with the definition of Working Capital and procedures set forth in Annex II. Upon receipt of the statement and certificate referred to in the immediately preceding sentence, and in connection with Buyer’s review of such statement, Buyer and its Representatives shall be given reasonable access, during normal business hours and upon reasonable notice, to (a) all of the books and records of the Company relating to such statement, including a copy of the schedules, computations and workpapers of the Company used in connection with such statement, and (b) the finance personnel of the Company. 2.3.2 On the Closing Date, the Base Purchase Price shall be (a) increased, if the Estimated Working Capital exceeds NEGATIVE One Million Five Hundred Seventy Eight Thousand Dollars (-$1,578,000) (the “Reference Working Capital”), by an amount equal to the difference between the Estimated Working Capital and the Reference Working Capital or (b) decreased, if the Estimated Working Capital is less than the Reference Working Capital, by an amount equal to the difference between the Reference Working Capital and the Estimated Working Capital. 2.3.3 Within ninety (90) days following the Closing Date, Buyer shall deliver or cause to be delivered to the Members the following (collectively, the “Preliminary Closing Statement”): 2.3.3.1 an unaudited balance sheet of the Company immediately prior to the Closing (the “Preliminary Closing Balance Sheet”), prepared in accordance with the definition of Working Capital and procedures set forth in Annex II; 2.3.3.2 a reasonably detailed calculation by Buyer of the Working Capital as of the open of business on the Closing Date based on the Preliminary Closing Balance Sheet (the “Preliminary Working Capital”); and 2.3.3.3 a certificate of an officer of Buyer, certifying that the Preliminary Closing Balance Sheet has been prepared in accordance with GAAP consistently applied with the Balance Sheet and that the Preliminary Working Capital was prepared in accordance with the definition of Working Capital and proce...

Base Purchase Price Adjustment. The Base Purchase Price payable to Seller at Closing is based on the following initial valuations and shall be subject to adjustment as set forth in this Section 3.3:

Base Purchase Price Adjustment. 4.2.1 The Parties agree that the Base Purchase Price shall be adjusted for the difference by which the actual amounts in respect of the following items as of the Closing Date exceed or fall short of the amounts assumed by the Parties as of the Signing Date (and taken into account for purposes of calculating the Base Purchase Price): EXECUTION COPY (1) the amounts of external advisory fees, investment bank fees and related out-of-pocket expenses related to the Transaction and paid or to be paid by the Target or a WILD Flavors Company, assumed by the Parties as of the Signing Date to be an amount of EUR 28,500,000 (in words: twenty-eight million five hundred thousand Euros) before applicable VAT (which shall be disregarded for the purposes of this paragraph (1)); and (2) the amounts of exit bonus or other payments related to the Transaction, made or to be made by the Target or a WILD Flavors Company, assumed by the Parties as of the Signing Date to be an amount of EUR 46,700,000 (in words: forty-six million seven hundred thousand Euros) (paragraphs (1) and (2) collectively referred to as the Purchase Price Adjustments and individually as a Purchase Price Adjustment). 4.2.2 The Parties acknowledge that the amount of each Purchase Price Adjustment may deviate upwards (the Increased Amount) or downwards (the Decreased Amount) from the estimated amounts set forth in Section 4.2.1. If such deviation were to occur, the Parties agree that any Increased Amount in respect of paragraphs (1) and (2) of Section 4.2.1 shall reduce the Base Purchase Price and any Decreased Amount in respect of such items shall increase the Base Purchase Price on a Euro-for-Euro basis (the Base Purchase Price after the adjustments pursuant to this Section 4.2.2, the Purchase Price).

Base Purchase Price Adjustment. (a) Promptly (but no later than the date that is seventy-five (75) days after Closing), Parent shall deliver to the Representative a statement (the “Final Base Purchase Price Statement”) setting forth, in each case as of the Reference Time, (a) the actual consolidated balance sheet of the Group Companies, (b) good faith calculations of actual Adjusted EBITDA (as finally determined in accordance with this Section 1.06, the “Actual Adjusted EBITDA”), actual Cash, actual Debt, actual Net Indebtedness and actual Net Working Capital (it being understood that Net Working Capital shall be in the form set forth in Annex 12.01(c)), (c) good faith calculations of the actual Base Purchase Price, actual aggregate Closing Option Consideration, a schedule of the actual Closing Option Consideration for each First Tier In-the-Money Option, actual aggregate Closing Restricted Stock Unit Consideration in respect of Restricted Stock Units, actual Per Share Participating Amount, actual Series A Per Share Amount, actual Series A-1 Per Share Amount and actual Series B Per Share Amount and (d) actual Fully Diluted Shares (as calculated pursuant to clause (a) of the definition thereof). The Final Base Purchase Price Statement and the determinations contained therein shall be prepared in accordance with this Agreement, including the Accounting Principles. After delivery of the Final Base Purchase Price Statement, the Representative and its accountants and other representatives shall be permitted reasonable access at reasonable times during the thirty (30)-day period after delivery of the Final Base Purchase Price Statement to review the Surviving Company’s and its Subsidiaries’ books and records and any work papers (subject to the Representative and its representatives entering into any reasonable undertakings required by Parent’s accountants in connection therewith) related to the preparation of the Final Base Purchase Price Statement; provided, that they do not unreasonably interfere with the business or operations of Parent or the Surviving Company. If the Representative has any objections to the Final Base Purchase Price Statement (to which it may object only on the basis that it contains mathematical errors or was not prepared in accordance with this Agreement, including the Accounting Principles), the Representative shall deliver to Parent a written statement (an “Objections Statement”) stating that the Representative believes the Final Base Purchase Price Statement contains...

Base Purchase Price Adjustment. (a) Within 45 days after the Closing Date, Buyer will provide to Sellers an audited balance sheet of the Company as of the Closing Date (the balance sheet shall be referred to as the "Closing Date Balance Sheet") which shall be prepared by Pricewaterhouse Coopers LLP in accordance with generally accepted accounting principles. (b) Buyer shall pay Sellers in the manner set forth in SECTION 1.5(B): (i) an amount equal to the amount of cash shown on the Closing Date Balance Sheet in excess

Base Purchase Price Adjustment. The Closing Balance Sheet ------------------------------ shall be deemed final for the purposes of this Section 2.08 upon the earlier of (i) the failure of the Purchaser to notify the Seller of a dispute within 45 Business Days of the Seller's delivery of the Closing Balance Sheet to the Purchaser and (ii) the resolution of all disputes pursuant to Section 2.08(b)(ii). Within three Business Days of the Closing Balance Sheet being deemed final, a Base Purchase Price adjustment shall be made as follows: (i) in the event that the amount of Net Worth reflected on the Closing Balance Sheet is less than $498,800,000, then the Base Purchase Price, as adjusted pursuant to Section 2.04(b), shall be adjusted downward in an amount equal to such shortfall, and the Seller shall, within three Business Days of such determination, pay such amount to the Purchaser by wire transfer in immediately available funds to an account designated in writing by the Purchaser to the Seller; and (ii) in the event that the amount of Net Worth reflected on the Closing Balance Sheet exceeds $498,800,000, then the Base Purchase Price, as adjusted pursuant to Section 2.04(b), shall be adjusted upward in an amount equal to the amount of such excess, and the Purchaser shall, within three Business Days of such determination, pay the amount of such excess to the Person designated in writing by the Seller by wire transfer in immediately available funds to an account designated in writing by the Purchaser to the Seller.

Base Purchase Price Adjustment. The Base Purchase Price is reduced by the sum of all Assumed Indebtedness at the Closing Date which total $11,000,000 (the “Adjusted Base Purchase Price”). The term “Assumed Indebtedness” means current outstanding bank debt, purchase money debt, and capital leases remaining in the Companies following the closing and is set forth in the Seller Disclosure Schedule (as defined below). The adjustment to the Base Purchase Price under this Section 1.3 is made to the portion of the Base Purchase Price described in Section 1.2(b) hereof.

Base Purchase Price Adjustment. (a) Promptly following the end of the 12th full calendar month after the Closing Date, Buyer shall prepare an income statement of the operations of the Business for such 12 month period for the customers and programs listed on Schedule 2.6.2(a); provided, however, that the portion of the revenue and expense included in such income statement with respect to such customers and programs shall be only the applicable percentage listed on Schedule 2.6.2 (a) If earnings before interest, taxes and amortization ("EBITA"), calculated in accordance with GAAP but (i) using Seller's employee benefit costs (including profit sharing) and without taking into account any increased employee benefits costs of Buyer or potential changes to employee benefits by Buyer or their resulting impact on cost and (ii) without regard to extraordinary items, for such twelve month period exceeds $4,455,000 (the "EBITA Target"), then Buyer shall pay to Seller by wire transfer of immediately available funds three times the amount by which EBITA exceeds the EBITA Target. If EBITA for such twelve month period is less than the EBITA Target, then EFTC shall pay to Buyer by wire transfer of immediately available funds three times the amount by which the EBITA Target exceeds EBITA. The amount of the payment to be made by Buyer or EFTC, as appropriate, (i) shall in no event exceed $2,500,000, (ii) shall be made by Buyer or EFTC, as appropriate, within four months following the end of such twelve month period, and (iii) shall not be limited by the proviso in Section 2.6.1(a). (b) Within 30 days after receipt of the income statement referred to in Section 2.6.2 (a) Seller shall either: (i) accept the draft income statement; or (ii) deliver to Buyer written notice of those items in the draft income statement that Seller disputes, in which case the undisputed items shall be deemed final and the disputed items will, unless the parties otherwise agree, be referred within 20 days after the date of such notice to a CPA Firm mutually acceptable to Seller and Buyer for a final and binding resolution, which resolution must be made as promptly as practical, and in any event within 30 days after the CPA Firm is retained by the parties. The fees of the CPA Firm shall be borne by the party against whom such disagreement is in large part resolved or, if the resolution does not substantially favor either party, such costs shall be borne equally by Seller and Buyer. In all events, such CPA Firm will determine the a...