Common use of Calculation of Final Purchase Price Clause in Contracts

Calculation of Final Purchase Price. (a) The aggregate consideration to be paid to the Seller for the sale, transfer, and conveyance of the Acquired Assets and the covenant not to compete set forth in Section 11.11 hereof (the "Final Purchase Price") shall be an amount equal to One Hundred Ninety-Seven Million Two Hundred Twenty-Five Thousand Dollars ($197,225,000) (of which $30,000,000 shall be attributable to Purchaser's assumption of the Pollution Control Bonds, as defined in Section 3.1(c) hereof), assuming (i) that the Closing Net Asset Value is equal to or greater than One Hundred Seventy-Four Million One Hundred Ninety Thousand Dollars ($174,190,000) and (ii) the adjusted EBITDA for the Business for the trailing twelve-month period ended on July 31, 1998 is equal to or greater than Thirty-Two Million Eight Hundred Sixteen Thousand Dollars ($32,816,000). If the Closing Net Asset Value is less than One Hundred Seventy-Four Million One Hundred Ninety Thousand Dollars ($174,190,000), then the difference shall constitute a dollar-for-dollar reduction in the Final Purchase Price. In the event that the adjusted EBITDA for the Business for the trailing twelve-month period ended on July 31, 1998 is less than Thirty-Two Million Eight Hundred Sixteen Thousand Dollars ($32,816,000), then the Final Purchase Price shall be reduced by an amount equal to six times the difference thereof (the "EBITDA Adjustment"). In no event shall the Final Purchase Price exceed One Hundred Ninety-Seven Million Two Hundred Twenty-Five Thousand Dollars ($197,225,000) (of which $30,000,000 shall be attributable to Purchaser's assumption of the Pollution Control Bonds). (b) As used herein: (i) the term "Book Value of the Acquired Assets" means the book value of the Acquired Assets determined in accordance with generally accepted accounting principles ("GAAP") consistently applied, except that, with respect to Inventory, Inventory shall be valued at the lower of cost (reduced by the effects of any applicable manufacturers' rebates previously available to Seller) or net realizable market value and adjusted to reflect reserves for mill ends, short rolls, obsolete, damaged, discontinued and slow moving Inventory in accordance with GAAP consistently applied; and (ii) the term "adjusted EBITDA" means the amount determined for the trailing twelve month period ended July 31, 1998 by adding to Earnings Before Interest and Taxes (EBIT) for such period, as determined in accordance with GAAP, the following: (1) depreciation, as determined in accordance with GAAP; (2) the amount of intercompany corporate charges for such period from Maxim to Image for sales and marketing expense; (3) the amount of intercompany corporate charges for such period from Maxim to Image for administrative expense; and (4) the sum of $500,000.

Calculation of Final Purchase Price. (a) The aggregate consideration to be paid to the Seller for the sale, transfer, and conveyance of the Acquired Assets and the covenant not to compete set forth in Section 11.11 hereof (the "Final Purchase Price") shall be an amount equal to One Hundred Ninety-Seven Million Two Hundred Twenty-Five Thousand Ten Million Dollars ($197,225,000210,000,000) (of which $30,000,000 shall be attributable to Purchaser's assumption of the Pollution Control Bonds, as defined in Section 3.1(c) hereof), assuming (i) that the Closing Net Asset Value is equal to or greater than One Hundred Seventy-Four Million One Hundred Ninety Thousand Dollars ($174,190,000) and (ii) the adjusted EBITDA for the Business for the trailing twelve-month period ended on July 31, 1998 is equal to or greater than Thirty-Two Million Eight Hundred Sixteen Thousand Dollars ($32,816,000). If the Closing Net Asset Value is less than One Hundred Seventy-Four Million One Hundred Ninety Thousand Dollars ($174,190,000), then the difference shall constitute a dollar-for-dollar reduction in the Final Purchase Price. In the event that the adjusted EBITDA for the Business for the trailing twelve-month period ended on July 31, 1998 is less than Thirty-Two Million Eight Hundred Sixteen Thousand Dollars ($32,816,000), then the Final Purchase Price shall be reduced by an amount equal to six times the difference thereof (the "EBITDA Adjustment"). In no event shall the Final Purchase Price exceed One Hundred Ninety-Seven Million Two Hundred Twenty-Five Thousand Ten Million Dollars ($197,225,000210,000,000) (of which $30,000,000 shall be attributable to Purchaser's assumption of the Pollution Control Bonds). (b) As used herein: (i) the term "Book Value of the Acquired Assets" means the book value of the Acquired Assets determined in accordance with generally accepted accounting principles ("GAAP") consistently applied, except that, with respect to Inventory, Inventory shall be valued at the lower of cost (reduced by the effects of any applicable manufacturers' rebates previously available to Seller) or net realizable market value and adjusted to reflect reserves for mill ends, short rolls, obsolete, damaged, discontinued and slow moving Inventory in accordance with GAAP consistently applied; and (ii) the term "adjusted EBITDA" means the amount determined for the trailing twelve month period ended July 31, 1998 by adding to Earnings Before Interest and Taxes (EBIT) for such period, as determined in accordance with GAAP, the following: (1) depreciation, as determined in accordance with GAAP; (2) the amount of intercompany corporate charges for such period from Maxim to Image for sales and marketing expense; (3) the amount of intercompany corporate charges for such period from Maxim to Image for administrative expense; and (4) the sum of $500,000.,