Common use of Post-Closing Adjustment of Purchase Price Clause in Contracts

Post-Closing Adjustment of Purchase Price. After the Closing Date, ----------------------------------------- the Purchase Price set forth in Section 2.03 shall be adjusted as follows: (i) if the Final Net Worth of JCR as finally determined pursuant to Section 2.07 shall be more than the Guaranteed Net Worth, then (a) the Parent Shares shall be increased by an amount equal to fifty percent (50%) of the amount of such excess, (b) the Cash Payment shall be increased by an amount equal to forty percent (40%) of the amount of such excess, and (c) the principal amount of the Note shall be increased by an amount equal to ten percent (10%) of the amount of such excess, and (ii) if the Final Net Worth of JCR as finally determined pursuant to Section 2.07 shall be less than the Guaranteed Net Worth, then (a) the Parent Shares shall be reduced by an amount equal to fifty percent (50%) of the amount of such shortfall, (b) the Cash Payment shall be reduced by an amount equal to forty percent (40%) of the amount of such shortfall, and (c) the principal amount of the Note shall be reduced by an amount equal to ten percent (10%) of the amount of such shortfall. In the event that the Parent Shares should be reduced pursuant to (ii) above, the Shareholder shall immediately return the aggregate number of Parent Shares to the Parent as will constitute the value of the reduction. In the event that the Cash Payment should be reduced pursuant to (ii) above, the Shareholder shall immediately refund such amount of cash to LRA-CA. In the event that any principal payments on the Note are made by LRA-CA prior to the determination of the final principal balance as a result of the determination of the Final Net Worth, then the amount of any such principal payments shall reduce the amount of the principal balance of the revised Note. In addition, the Note executed and delivered by LRA-CA to the Shareholder at the Closing shall be promptly returned to LRA-CA marked "CANCELLED" upon LRA-CA's delivery of the revised Note to the Shareholder upon determination of the Final Net Worth.

Post-Closing Adjustment of Purchase Price. After the Closing Date, ----------------------------------------- the Purchase Price set forth in Section 2.03 shall be adjusted as follows: (i) if the Final Net Worth of JCR Rapidtext as finally determined pursuant to Section 2.07 shall be more than the Guaranteed Net Worth, then (a) the Parent Shares shall be increased by an amount equal to fifty percent (50%) of the amount of such excess, (b) the Cash Payment shall be increased by an amount equal to forty percent (40%) of the amount of such excess, and (c) the principal amount of the Note shall be increased by an amount equal to ten percent (10%) of the amount of such excess, and (ii) if the Final Net Worth of JCR Rapidtext as finally determined pursuant to Section 2.07 shall be less than the Guaranteed Net Worth, then (a) the Parent Shares shall be reduced by an amount equal to fifty percent (50%) of the amount of such shortfall, (b) the Cash Payment shall be reduced by an amount equal to forty percent (40%) of the amount of such shortfall, and (c) the principal amount of the Note shall be reduced by an amount equal to ten percent (10%) of the amount of such shortfall. In the event that the Parent Shares should be reduced pursuant to (ii) above, the Shareholder Shareholders shall immediately return the aggregate number of Parent Shares to the Parent as will constitute the value of the reduction. In the event that the Cash Payment should be reduced pursuant to (ii) above, the Shareholder Shareholders shall immediately refund such amount of cash to LRA-CA. In the event that any principal payments on the Note are made by LRA-CA prior to the determination of the final principal balance as a result of the determination of the Final Net Worth, then the amount of any such principal payments shall reduce the amount of the principal balance of the revised Note. In addition, the Note executed and delivered by LRA-CA to the Shareholder Shareholders at the Closing shall be promptly returned to LRA-CA marked "CANCELLED" upon LRA-CA's delivery of the revised Note to the Shareholder Shareholders upon determination of the Final Net Worth.

Post-Closing Adjustment of Purchase Price. After the Closing Date, ----------------------------------------- the Purchase Price set forth in Section 2.03 shall be adjusted as follows: (i) if the Final Net Worth of JCR Medtext as finally determined pursuant to Section 2.07 shall be more than the Guaranteed Net Worth, then (a) the Parent Shares shall be increased by an amount equal to fifty percent (50%) of the amount of such excess, (b) the Cash Payment shall be increased by an amount equal to forty eighty percent (4080%) of the amount of such excess, and (cb) the principal amount of the Note shall be increased by an amount equal to ten twenty percent (1020%) of the amount of such excess, and (ii) if the Final Net Worth of JCR Medtext as finally determined pursuant to Section 2.07 shall be less than the Guaranteed Net Worth, then (a) the Parent Shares shall be reduced by an amount equal to fifty percent (50%) of the amount of such shortfall, (b) the Cash Payment shall be reduced by an amount equal to forty eighty percent (4080%) of the amount of such shortfall, and (cb) the principal amount of the Note shall be reduced by an amount equal to ten twenty percent (1020%) of the amount of such shortfall. In the event that the Parent Shares should be reduced pursuant to (ii) above, the Shareholder shall immediately return the aggregate number of Parent Shares to the Parent as will constitute the value of the reduction. In the event that the Cash Payment should be reduced pursuant to (ii) above, the Shareholder shall immediately refund such amount of cash to LRA-CA. In the event that any principal payments on the Note are made by LRA-CA prior to the determination of the final principal balance as a result of the determination of the Final Net Worth, then the amount of any such principal payments shall reduce the amount of the principal balance of the revised Note. In addition, the Note executed and delivered by LRA-CA to the Shareholder at the Closing shall be promptly returned to LRA-CA marked "CANCELLED" upon LRA-CA's delivery of the revised Note to the Shareholder upon determination of the Final Net Worth.

Post-Closing Adjustment of Purchase Price. After (a) Within five (5) Business Days after the Closing Datefinal determination of the Final Adjustment Amount (and each component thereof), ----------------------------------------- the Purchase Price set forth in Section 2.03 Holder Representative shall deliver to Buyer updated Payment Instructions, which shall be adjusted as follows: updated to reflect the determination of the Final Adjustment Amount, any modifications to the Pro Rata Share of any Company Equityholder pursuant to the terms of this Agreement and the amount of any applicable Advisor Expenses. Within five (5) Business Days after the final determination of the Final Adjustment Amount: (i) If the Estimated Purchase Price exceeds the Closing Purchase Price (the amount of such excess, the “Overpayment Amount”), then: (A) if the Overpayment Amount is equal to or less than the Adjustment Holdback Amount (to the extent of the Adjustment Holdback Amount remaining as of the date of the payment of the Final Net Worth of JCR as finally determined Adjustment Amount), the Adjustment Holdback Amount payable to the Company Equityholders pursuant to Section 2.07 shall be more than reduced by the Guaranteed Net WorthOverpayment Amount; or (B) if the Overpayment Amount exceeds the Adjustment Holdback Amount (such excess, the “Adjustment Shortfall Amount”), then (ax) the Parent Shares Adjustment Holdback Amount payable to the Company Equityholders pursuant to Section 2.07 shall be increased reduced to $0 and (y) at Buyer’s option, Buyer may reduce the Indemnity Holdback Amount payable to the Company Equityholders pursuant to Section 2.07 by an amount equal to fifty percent that does not exceed the lesser of the Adjustment Shortfall Amount and the amount of the Indemnity Holdback Amount then remaining in the Holdback Fund. (50%ii) of If the Closing Purchase Price exceeds the Estimated Purchase Price (the amount of such excess, (bthe “Underpayment Amount”), then Buyer shall pay, or cause to be paid, in accordance with same the procedures set forth in Section 2.02(d) and Section 2.03(c) for payments to the Cash Payment shall be increased by Company Equityholders, an amount in cash, without interest, equal to forty percent (40%the Underpayment Amount to the Company Equityholders in accordance with their respective CBA Share and Pro Rata Shares, as applicable. Notwithstanding anything to the contrary herein, Buyer shall not be required to make any payment pursuant to this Section 2.06(a)(i)(B) until the Holder Representative delivers to Buyer updated Payment Instructions reflecting the allocation of the amount Underpayment Amount to the Company Equityholders, provided that Buyer shall pay, or cause to be paid, any Underpayment Amount pursuant to this Section 2.06(a)(i)(B) within five (5) Business Days of Holder Representative’s delivery of such excess, and (c) the principal amount of the Note shall be increased by an amount equal to ten percent (10%) of the amount of such excess, and (ii) if the Final Net Worth of JCR as finally determined pursuant to Section 2.07 shall be less than the Guaranteed Net Worth, then (a) the Parent Shares shall be reduced by an amount equal to fifty percent (50%) of the amount of such shortfall, (b) the Cash Payment shall be reduced by an amount equal to forty percent (40%) of the amount of such shortfall, and (c) the principal amount of the Note shall be reduced by an amount equal to ten percent (10%) of the amount of such shortfall. In the event that the Parent Shares should be reduced pursuant to (ii) above, the Shareholder shall immediately return the aggregate number of Parent Shares to the Parent as will constitute the value of the reduction. In the event that the Cash Payment should be reduced pursuant to (ii) above, the Shareholder shall immediately refund such amount of cash to LRA-CA. In the event that any principal payments on the Note are made by LRA-CA prior to the determination of the final principal balance as a result of the determination of the Final Net Worth, then the amount of any such principal payments shall reduce the amount of the principal balance of the revised Note. In addition, the Note executed and delivered by LRA-CA to the Shareholder at the Closing shall be promptly returned to LRA-CA marked "CANCELLED" upon LRA-CA's delivery of the revised Note to the Shareholder upon determination of the Final Net WorthInstructions.