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

Post-Closing Purchase Price Adjustments. (a) If Final Net Working Capital is LESS than Estimated Net Working Capital, then within ten (10) days after the determination of Final Net Working Capital, Seller shall reimburse to Buyer an amount equal to such shortfall (together with interest on such shortfall at the Applicable Rate from the Closing Date until the date of such reimbursement) in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereof. (b) If Final Net Working Capital is GREATER than Estimated Net Working Capital, then within ten (10) days after the determination of Final Net Working Capital, Buyer shall pay to Seller an amount equal to such excess (together with interest on such excess at the Applicable Rate from the Closing Date until the date of such reimbursement) in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the due date thereof. (c) If Final Net Cash is LESS than Estimated Net Cash, then within ten (10) days after the determination of Final Net Cash, Seller shall pay to Buyer an amount equal to such shortfall (together with interest on such shortfall at the Applicable Rate from the Closing Date until the date of such payment) in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereof. (d) If Final Net Cash is GREATER than Estimated Net Cash, then within ten (10) days after the determination of Final Net Cash, Buyer shall pay to Seller an amount equal to such excess (together with interest on such excess at the Applicable Rate from the Closing Date until the date of such payment) in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the due date thereof. (e) Any payments made pursuant to this Section 2.04 will be considered an adjustment of the purchase price for the Shares.

Post-Closing Purchase Price Adjustments. (a) If No later than the tenth (10th) business day following the determination of the Final Net Closing Date Statement, either (i) Parent shall cause Purchaser to pay to the Sellers the amount (together with interest as described below) by which the Working Capital as set forth in the Final Closing Date Statement (plus the amount of the Cogen Cash) is LESS greater than the (y) the Estimated Net Pre-Closing Working Capital, then or (ii) Sellers shall pay to Purchaser the amount (together with interest as described below) by which the Working Capital as set forth in the Final Closing Date Statement (plus the amount of the Cogen Cash) is less than the Estimated Pre-Closing Working Capital, as the case may be. (b) Any amount to be paid by either Sellers or Purchaser pursuant to Section 3.4(a) shall bear simple interest at an annual rate of six percent (6%), accruing from the Closing Date to the date of payment. (c) Any amount to be paid by either Sellers or Purchaser pursuant to Section 3.4(a) shall be paid by wire transfer in immediately available funds to an account designated by the Party entitled to receive such payment. (d) Any amount to be paid by either Sellers or Purchaser pursuant to Section 3.4(a) shall be treated as an adjustment to the Purchase Price. (e) As promptly as possible, but in any event within ten (10) 120 calendar days after the determination of the Final Net Working CapitalClosing Date Statement, Seller Purchaser shall reimburse propose to Buyer Sellers an amount equal to such shortfall (together with interest on such shortfall at the Applicable Rate from allocation of the Closing Date until the date of such reimbursement) in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereof. (b) If Final Net Working Capital is GREATER than Estimated Net Working CapitalPayment, then within ten (10) days after the determination of Final Net Working Capital, Buyer shall pay to Seller an amount equal to such excess (together with interest on such excess at the Applicable Rate from the Closing Date until the date of such reimbursement) in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the due date thereof. (c) If Final Net Cash is LESS than Estimated Net Cash, then within ten (10) days after the determination of Final Net Cash, Seller shall pay to Buyer an amount equal to such shortfall (together with interest on such shortfall at the Applicable Rate from the Closing Date until the date of such payment) in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereof. (d) If Final Net Cash is GREATER than Estimated Net Cash, then within ten (10) days after the determination of Final Net Cash, Buyer shall pay to Seller an amount equal to such excess (together with interest on such excess at the Applicable Rate from the Closing Date until the date of such payment) in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the due date thereof. (e) Any payments made as adjusted pursuant to this Section 2.04 will 3.4, plus any Assumed Liabilities that are required to be considered an adjustment taken into account as amounts realized for federal income Tax purposes, among the Purchased Assets in accordance with Section 1060 of the purchase price for Code and the Shares.applicable treasury regulations, which proposal shall be consistent with the preliminary allocation set forth on Schedule 3.4(e) (which preliminary allocation shall include the agreed upon value of the Owned Real Property and the Purchased Assets described in Section 1.1(m)). Sellers shall have 60 calendar days to review the allocation

Post-Closing Purchase Price Adjustments. The Verified Equity Value or the Audited Equity Value (in case an Appointed Firm had delivered an Independent Reconciliation Statement), as applicable shall be further adjusted in accordance with the following provisions: a) If Final Net For a period of 1 (one) calendar year from the Closing Date, any amounts reduced/ not factored in the Actual Working Capital is LESS than Estimated Net (as identified in Schedule 15 with ‘*’), in each case in accordance with the principles of and in the manner illustrated in Schedule 15, and which are subsequently realised by the Company by virtue of realization of receivables (each of which were excluded from the computation of Actual Working Capital, then ) shall be paid by the Purchaser to the Seller. The Purchaser undertakes to make commercially reasonable efforts towards realisation of such amounts by the Company and to provide written updates and details in relation to such amounts to the Seller on a quarterly basis within ten 15 (10fifteen) days after of the determination end of Final Net Working Capital, Seller shall reimburse each quarter (in relation to Buyer an the preceding quarter). b) An amount equal equivalent to all such shortfall amounts (together with interest on such shortfall at the Applicable Rate if any) realised within 3 (three) months from the Closing Date until shall be paid by the date of such reimbursement) in cash in immediately available funds Purchaser to the Seller (by wire transfer remittance to a the designated bank account designated in writing by Buyer prior to of the due date thereof. Seller) within 10 (b) If Final Net Working Capital is GREATER than Estimated Net Working Capital, then within ten (10ten) days after from the determination end of Final Net Working Capital, Buyer shall pay to Seller an amount equal to such excess the calendar month on which the 3 (together with interest on such excess at the Applicable Rate three) month period from the Closing Date until the date of such reimbursement) in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior has been completed, with or without any Tax deductions payable to the due date thereofextent prescribed under applicable Law. (c) If Final Net Cash is LESS than Estimated Net Cash, then within ten An amount equivalent to all such realised amounts (10if any) days after during the determination of Final Net Cash, Seller shall pay to Buyer an amount equal to such shortfall period starting 3 (together with interest on such shortfall at the Applicable Rate three) months from the Closing Date until till the date expiry of such payment12 (twelve) in cash in immediately available funds months from the Closing Date, shall be paid by wire transfer the Purchaser to a the Seller (by remittance to the designated bank account designated in writing by Buyer prior to of the due date thereof. Seller) within 10 days from the end of the calendar month on which the 12 (dtwelve) If Final Net Cash is GREATER than Estimated Net Cash, then within ten (10) days after the determination of Final Net Cash, Buyer shall pay to Seller an amount equal to such excess (together with interest on such excess at the Applicable Rate month period from the Closing Date until has been completed, with or without any Tax deductions payable to the date extent prescribed under applicable Law. d) The Purchaser is required to make the above payments (to the extent realised by the Company) to the Seller. Provided that even if the Purchaser receives an amount equivalent to the receivable from the Company by way of dividends or otherwise, the Purchaser shall pay the entire amount equivalent to the entire realised amount to the Seller without deduction of any dividend distribution or other Taxes in relation to such payment) in cash in immediately available distribution of funds by wire transfer to a bank account designated in writing by Seller prior the Company to the due date thereofPurchaser. (e) Any payments made pursuant to this Section 2.04 will be considered an adjustment of the purchase price for the Shares.