Common use of Net Asset Adjustment Clause in Contracts

Net Asset Adjustment. Hoechst agrees that if Net Assets are less -------------------- than $229.7 million on the Closing Date, then Hoechst shall pay Dade, within five Business Days after the determination of Net Assets (as set forth in Section 1.6 below), the difference between such amounts. Dade agrees that if Net Assets are greater than $229.7 million on the Closing Date, then Dade shall pay Hoechst, within five Business Days after the determination of Net Assets (as set forth in Section 1.6 below), the difference between such amounts. Any payment made under this Section 1.5 shall be made, together with interest thereon from the Closing Date to the date of payment at the prime rate announced by Bankers Trust Company from time to time (the "Prime Rate"), in immediately ---------- available funds by wire transfer. Exhibit D attached hereto contains certain --------- balance sheet categories set forth on the Latest Balance Sheet (as defined in Section 4.6(a) hereto). As used herein, "Net Assets" means the excess of the ---------- assets of the Business appropriately included within the asset categories set forth under the "To JV" heading (and above the line entitled "Working Capital (for Net Asset Test)") on Exhibit D, less the liabilities of the Business --------- appropriately included within the liability categories set forth under such "To JV" heading (and above the line entitled "Working Capital (for Net Asset Test)") on Exhibit D (other than "Restructuring Costs" and "Income Taxes Payable"), less --------- any long-term liabilities of the Business, determined in each case as of the opening of business on the Closing Date, in United States Dollars at the conversion rates used to prepare the Latest Balance Sheet, on a consolidated basis in accordance with U.S. GAAP and on a basis consistent with the Latest Balance Sheet. Without limiting the generality of the foregoing, Hoechst and Dade agree that the audit procedures, scope of audit and materiality thresholds (with respect to both individual items and cumulative reporting) utilized in the preparation of the Latest Balance Sheet (and as disclosed to Dade's accountants) will be utilized in the determination of Net Assets. In calculating Net Assets, (A) the amount of any liability or other obligation (whether accrued, absolute or contingent, whether known or unknown or whether due or to become due) for which Hoechst is obligated to pay under this Agreement (or under any agreement contemplated by

Net Asset Adjustment. Hoechst agrees that if The Purchase Price shall be increased or decreased as provided in this section. The "Net Assets are less -------------------- than $229.7 million on the Closing Date, then Hoechst Asset Adjustment" shall pay Dade, within five Business Days after the determination of Net Assets (as set forth in Section 1.6 below), be equal to the difference between such amounts(A) the Net Assets of ▇▇▇▇▇ Industries (as defined below) as of June 30, 1996 (the "Base Net Assets") which the parties agree is Fifty-Eight Million Four Hundred Forty-Seven Thousand Three Dollars $58,447,003, as computed and set forth on Schedule 2.1(ii), and (B) the Net Assets of ▇▇▇▇▇ Industries as of the Effective Date (the "Closing Date Net Assets"). Dade agrees that if If the Closing Date Net Assets are greater than the Base Net Assets, then the Purchase Price shall be increased by the difference. If the Base Net Assets are greater than the Closing Date Net Assets, then the Purchase Price will be decreased by the difference. Notwithstanding anything contained herein to the contrary, in no event shall the Net Asset Adjustment made pursuant to this Section 2.1(ii), whether resulting in an increase or a decrease in the Purchase Price, exceed Twenty-Five Million Dollars ($229.7 million 25,000,000.00). For the purpose of this computation, the "Net Assets of ▇▇▇▇▇ Industries" equals (i) the sum of the assets of ▇▇▇▇▇ Industries categorized and detailed on the Balance Sheet as cash and cash equivalents, accounts receivable net, including Due from ▇▇▇▇▇ Worldwide (operating expenses) inventories net (including inventories acquired with the proceeds of drawn letters of credit, whether or not received and in the physical possession of ▇▇▇▇▇ Industries), prepaid expenses/other current assets, income tax (payable) receivable-state, property, plant and equipment net of accumulated depreciation, cash surrender value of life insurance, patents and trademarks, net, but specifically does not include the assets of ▇▇▇▇▇ Industries categorized and detailed as Deferred tax assets, receivable from affiliates, organization costs and goodwill, less (ii) the sum of liabilities of ▇▇▇▇▇ Industries categorized and detailed on the Balance Sheet as accounts payable, capital leases payable, accrued liabilities, accrued property and other taxes and other long term liabilities, but specifically does not include the liabilities of ▇▇▇▇▇ Industries categorized and detailed as Note Payable-Marine Midland, amounts due affiliates, Asco Letters of Credit - in transit and discounted, accrued interest, income taxes payable (receivable, apart from state taxes) current and long term debts due affiliates, liabilities under employment contracts payments in respect whereof are required to be made under the terms of the employment agreements after the Closing Date, then Dade shall pay Hoechst, within five Business Days after the determination of where Net Assets (as set forth in Section 1.6 below), the difference between such amounts. Any payment made under this Section 1.5 shall be made, together with interest thereon from the Closing Date to the date of payment at the prime rate announced by Bankers Trust Company from time to time (the "Prime Rate"), in immediately ---------- available funds by wire transfer. Exhibit D attached hereto contains certain --------- balance sheet categories set forth on the Latest Balance Sheet (as defined in Section 4.6(a) hereto). As used herein, "Net Assets" means the excess of the ---------- assets of the Business appropriately included within the asset categories set forth under the "To JV" heading (and above the line entitled "Working Capital (for Net Asset Test)") on Exhibit D, less the liabilities of the Business --------- appropriately included within the liability categories set forth under such "To JV" heading (and above the line entitled "Working Capital (for Net Asset Test)") on Exhibit D (other than "Restructuring Costs" and "Income Taxes Payable"), less --------- any long-term liabilities of the Business, ▇▇▇▇▇ Industries are determined in each case as of the opening of business on the Closing Date, in United States Dollars at the conversion rates used to prepare the Latest Balance Sheet, on a consolidated basis in accordance with U.S. GAAP and generally accepted accounting principles applied on a basis consistent with prior practice of ▇▇▇▇▇ and, further where the Latest Balance Sheet. Without limiting the generality of the foregoing, Hoechst and Dade agree that the audit procedures, scope of audit and materiality thresholds (with respect to both individual items and cumulative reporting) manner or methodology utilized in the preparation determining value of the Latest Balance Sheet (and as disclosed to Dade's accountants) will be utilized any category of assets included in the determination Closing Date Net Assets shall be the same manner or methodology utilized to value the same category of assets included in determining the Base Net Assets. In calculating Net Assets, (A) the amount of any liability or other obligation (whether accrued, absolute or contingent, whether known or unknown or whether due or to become due) for which Hoechst is obligated to pay under this Agreement (or under any agreement contemplated by.