Common use of Determination of Certain Purchase Price Adjustments Clause in Contracts

Determination of Certain Purchase Price Adjustments. (i) Within five (5) business days prior to the Closing Date, Seller shall in good faith prepare and deliver to Buyer an estimate of the Closing Balance Sheet (as defined in Section 1(f)(ii) below) (the "ESTIMATED CLOSING BALANCE SHEET") based on Seller's (with respect to the Business) books and records and other information then available, in an attempt to determine Estimated Working Capital. For purposes hereof, "ESTIMATED WORKING CAPITAL" means the book value of the total current assets of the Business which are included as Acquired Assets MINUS the total current liabilities of the Business which are included as Assumed Liabilities, as determined from the Estimated Closing Balance Sheet; provided that (a) the current portion of any Indebtedness, (b) any accrued and unpaid income taxes, (c) any credits, deposits, advances or prepayments in respect of income taxes, (d) any payments made by Seller to its employees in connection with the cancellation of their options to purchase shares of common stock of ▇▇▇▇▇▇▇, (e) the liability of the Buyer to make the Severance Payments, (f) the liability of the Buyer to pay the retention bonuses pursuant to the Retention Agreements, (g) the liability of the Seller to pay bonuses to its employees relating to the fiscal year ended December 2, 2000, in connection with their employment with the Seller, (h) the effect of any leases of the Seller primarily related to the Business (whether or not they are considered capital leases under GAAP) and (i) the liability of Buyer to make the reimbursement payment of out-of-pocket costs of the Seller referred to in Section 6(h), shall each be excluded from the calculation of Estimated Working Capital. Notwithstanding the foregoing, if Buyer in good faith disagrees with any amounts of the Estimated Working Capital, such disputed amounts shall be determined based on the amounts for the Business set forth on the Seller's unconsolidated balance sheets as of the month-ending immediately prior to the Closing Date. At the Closing, the Purchase Price will be either (A) reduced by the amount $8,484,000 (the "TARGET NUMBER") exceeds the Estimated Working Capital or (B) increased by the amount Estimated Working Capital exceeds the Target Number. SCHEDULE 1(f)(i) attached hereto sets forth the calculation of the Target Number together with all judgements, accounting methods, policies, practices, procedures, classifications or estimation methodology used in calculating the Target Number (the "TARGET NUMBER METHODOLOGIES").

Determination of Certain Purchase Price Adjustments. (i) Within five (5) business days prior to the Closing Date, Seller Sellers and Buyer shall jointly and in good faith prepare and deliver to Buyer an estimate of the Closing Balance Sheet (as defined in Section 1(f)(iisubsection (ii) below) (the "ESTIMATED CLOSING BALANCE SHEETEstimated Closing Balance Sheet") based on Seller's (with respect to the Business) Sellers' books and records and other information then available, in an attempt to determine Estimated Closing Working CapitalCapital and Buyer shall be given access to such books and records and other information and the opportunity to consult with the Sellers for purposes of preparing the Estimated Closing Balance Sheet. For purposes hereof, (A) "ESTIMATED WORKING CAPITALEstimated Closing Working Capital" means the GAAP book value of the Sellers' total cash, accounts receivable, notes receivable and inventory less the Sellers' total accounts payable and accrued expenses (other than the current assets portion of any intercompany accounts) (any of which amounts may be a negative number), in each case to the Business which are included as Acquired Assets MINUS the total current extent that any of such liabilities of the Business which are included as constitute Assumed Liabilities, as determined from the Estimated Closing Balance Sheet; provided that (a) the current portion of any Indebtedness, (b) any accrued and unpaid income taxes, (c) any credits, deposits, advances or prepayments in respect of income taxes, (d) any payments made by Seller to its employees in connection with the cancellation of their options to purchase shares of common stock of ▇▇▇▇▇▇▇, (e) the liability Sheet as of the Buyer to make the Severance PaymentsClosing Date; provided, (f) the liability of the Buyer to pay the retention bonuses pursuant to the Retention Agreementshowever, (g) the liability of the Seller to pay bonuses to its employees relating to the fiscal year ended December 2, 2000, in connection with their employment with the Seller, (h) the effect of any leases of the Seller primarily related to the Business (whether or not they are considered capital leases under GAAP) and (i) the liability of Buyer to make the reimbursement payment of out-of-pocket costs of the Seller referred to in Section 6(h), shall each be excluded from the calculation of Estimated Working Capital. Notwithstanding the foregoing, that if Buyer in good faith disagrees with and the Sellers are unable to agree on any amounts of the Estimated Closing Working Capital, such disputed amounts shall be determined based on the amounts for the Business set forth on the Seller's unconsolidated Sellers' balance sheets sheet as of the month-ending immediately prior to the Closing Date. At the Closing, the Purchase Price will be either (A) reduced by the amount $8,484,000 (the "TARGET NUMBER") 8,275,000.00 exceeds the Estimated Closing Working Capital or (B) increased by the amount Estimated Closing Working Capital exceeds the Target Number. SCHEDULE 1(f)(i) attached hereto sets forth the calculation of the Target Number together with all judgements, accounting methods, policies, practices, procedures, classifications or estimation methodology used in calculating the Target Number (the "TARGET NUMBER METHODOLOGIES")$8,275,000.00.