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

Post-Closing Date Purchase Price Adjustment. (i) Following the Closing, the Purchase Price shall be adjusted as provided in this Section 2.4(b) to reflect the difference between Closing Working Capital and the Estimated Closing Working Capital. “Closing Working Capital” means (A) the consolidated Included Current Assets of the Company, less (B) the consolidated Included Current Liabilities of the Company, determined as of the close of business on the Effective Date. “Included Current Assets” means and includes only $250,000 in cash plus all accounts receivable, inventory, deposits and prepaid expenses, but excluding deferred tax assets and receivables from any of the Company’s Affiliates, managers, employees or officers and any of their Affiliates, determined in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Company’s audited Financial Statements for the most recent fiscal year end as if such accounts were being prepared and audited as of a fiscal year end. “Included Current Liabilities” means and includes only accounts payable, accrued Taxes and accrued expenses, but excludes payables to any of the Company’s Affiliates, managers, employees or officers and any of their Affiliates and the current portion of long term Indebtedness, determined in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Company’s Financial Statements that were included in Seller’s audited financial statements for the most recent fiscal year end as if such accounts were being prepared and audited as of a fiscal year end.

Post-Closing Date Purchase Price Adjustment. (i) Following the Closing, the Purchase Price Cash Consideration shall be adjusted as provided in this Section 2.4(b) herein to reflect the difference between Closing Working Capital and Estimated Closing Working Capital (provided that such difference, if payable to Sellers, shall not exceed the Estimated Closing Working CapitalCapital Shortfall). “"Closing Working Capital” " means (A) the consolidated Included Current Assets of the CompanyCompany and the Subsidiaries, less (B) the consolidated Included Current Liabilities of the CompanyCompany and the Subsidiaries, determined as of the close open of business on the Effective Closing Date. “"Included Current Assets” " means and includes only $250,000 in cash plus all accounts receivable, inventory, deposits and prepaid expenses, but excluding (i) deferred tax assets and receivables from any of the Company’s 's Affiliates, managersdirectors, employees employees, officers or officers Stockholders and any of their Affiliates, and (ii) accounts receivable, inventory, deposits and prepaid expenses of the Engineered Systems Business, determined in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Company’s 's audited Financial Statements for the most recent fiscal year end as if such accounts were being prepared and audited as of a fiscal year end, subject to the Agreed Principles and in the form set out in Schedule 3.3(b). “"Included Current Liabilities” " means and includes only accounts payable, accrued Taxes (other than corporate taxes identified in the Closing Indebtedness Statement) and accrued expenses, but excludes excluding (i) deferred tax liabilities, (ii) payables to any of the Company’s AffiliatesSubsidiaries being transferred with the Engineered Systems Business to the Sellers pursuant to the Pre-Sale Reorganisation, managers, employees or officers and any of their Affiliates and (iii) the current portion of long term Indebtednessdebt, determined in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Company’s 's audited Financial Statements that were included in Seller’s audited financial statements for the most recent fiscal year end as if such accounts were being prepared and audited as of a fiscal year end, subject to the Agreed Principles and in the form set out in Schedule 3.3(b).

Post-Closing Date Purchase Price Adjustment. (i) Following the Closing, the Purchase Price shall be adjusted as provided in this Section 2.4(b) herein to reflect the difference between Closing Working Capital and the Estimated Closing Working Capital. “Closing Working Capital” means (Ai) the consolidated Included Current Assets of the Company, less (Bii) the consolidated Included Current Liabilities of the Company, determined as of the close open of business on the Effective Closing Date. “Included Current Assets” means and includes only $250,000 in cash plus all accounts receivablecash, inventory, deposits and prepaid expenses, but excluding deferred tax assets accounts receivable (without any allowances for bad debt), inventory (less inventory reserves) and receivables from any work in process of the Company’s Affiliates, managers, employees or officers and any of their Affiliates, determined in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Company’s audited Financial Statements for the most recent fiscal year end as if such accounts were being prepared and audited as of a fiscal year end. “Included Current Liabilities” means and includes only accounts payable, accrued Taxes and accrued expenses, but excludes payables to any of the Company’s Affiliates, managers, employees or officers and any of their Affiliates and the current portion of long term Indebtedness, determined in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Company’s Financial Statements that were included in Seller’s audited financial statements for the most recent fiscal year end as if such accounts were being prepared as of a fiscal year end. “Included Current Liabilities” means accounts payable, advances, accrued Taxes (including amounts accrued by the Company in respect of Tax liability that would be incurred if it was determined that the Company was not a validly electing “S” corporation), retirement contributions, accrued expenses, vacation payable, customer deposits, severance, bonus and audited phantom stock payments and other obligations that may be triggered or vested by the transactions contemplated hereby, determined in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Company’s Financial Statements for the most recent fiscal year end as if such accounts were being prepared as of a fiscal year end.