Post-Completion Adjustment Clause Samples

Post-Completion Adjustment. 8.1 In accordance with the provisions of clause 6, the Purchaser shall transfer to the Escrow Account the amount of the Post-Completion Adjustment Retention pending agreement or determination of the Post-Completion Adjustment. 8.2 The provisions of Schedule 6 and Schedule 8 shall apply with regard to the agreement or determination of the Agreed Adjustment Statement and the calculation of the Post- Completion Adjustment and the Modules Adjustment. 8.3 The Parties shall comply with all obligations set forth in Schedule 6. Within 5 Business Days of agreement or determination of the Agreed Adjustment Statement and the Post- Completion Adjustment in accordance with the provisions of Schedule 6 either: 8.3.1 if the Post-Completion Adjustment is a positive integer: 8.3.1.1 the Purchaser shall undertake to pay the Post-Completion Adjustment by way of payment to the Vendor’s Solicitors’ Bank Account in immediately available funds by electronic transfer under the CHAPS system; and 8.3.1.2 both parties shall procure the release from the Escrow Account of the Post-Completion Adjustment Retention and execute a joint instruction to the Escrow Agent for the payment of such amount to the Vendor’s Solicitors’ Bank Account in immediately available funds by electronic transfer under the CHAPS system for onward payment to the Vendor, and compliance by the Purchaser of its obligations under this clause 8.3.1 shall constitute good discharge of the Purchaser's obligation to make payment of the Post-Completion Adjustment and the Company’s obligation to make payment of the Post-Completion Adjustment Retention; or 8.3.2 if the Post-Completion Adjustment is a negative integer and if such a negative integer is treated as an equivalent positive integer and upon being so treated is less than the Post-Completion Adjustment Retention: 8.3.2.1 both parties shall procure the release of the difference between the Post-Completion Adjustment (treated as an equivalent positive integer) and the Post-Completion Adjustment Retention from the Escrow Account and undertake to execute a joint instruction to the Escrow Agent for the payment of such amount to the Vendor’s Solicitors’ Bank Account in immediately available funds by electronic transfer under the CHAPS system for onward payment to the Vendor; and 8.3.2.2 the Purchaser shall be entitled to receive the outstanding balance of the Post-Completion Adjustment Retention (and pay such amount to an account of its choosing) and the Purchaser shall b...

Post-Completion Adjustment. 24 Adjustment for certain employee entitlements . . . . . . . . . 25

Post-Completion Adjustment. 6.1 The Purchase Price shall be determined following Completion in accordance with this Clause 6 (Post-Completion Adjustment). The Purchase Price shall be equal to the Estimated Purchase Price plus any additional payments required to be made by the Purchaser pursuant to Clauses 6.7.1, 6.7.3 and 6.7.6, and minus any payments or repayments required to be made by the Seller pursuant to Clauses 6.7.2, 6.7.4 and 6.7.5. 6.2 The Seller shall, as soon as practicable following the Completion Date but in any event no later than thirty (30) Business Days following the Completion Date, prepare: 6.2.1 a draft of the Inventory Statement to be prepared in the form set out in Part I (Pro Forma Inventory Statement) of Schedule 11 (Pro Forma Statements) based on the volume and description of EDS Inventory as recorded as part of the Stock Take and otherwise in accordance with the Accounting Principles (the “Draft Inventory Statement”); 6.2.2 a draft of the Net Receivables Statement to be prepared in the form set out in Part III (Pro Forma Net Receivables Items Statement) of Schedule 11 (Pro Forma Statements) and in accordance with the Accounting Principles (the “Draft Net Receivables Statement”); 6.2.3 a draft of the Debt-Like Items Statement to be prepared in the form set out in Part V (Pro Forma Debt-Like Items Statement) of Schedule 11 (Pro Forma Statements) and in accordance with the Accounting Principles (the “Draft Debt-Like Items Statement”); 6.2.4 a draft of the Net Intercompany Statement to be prepared in the form set out in Part II (Pro Forma Net Intercompany Statement) of Schedule 11 (Pro Forma Statements) and in accordance with the Accounting Principles (the “Draft Net Intercompany Statement”); 6.2.5 a draft of the Working Capital Statement to be prepared in the form set out in Part IV (Pro Forma Working Capital Statement) of Schedule 11 (Pro Forma Statements) and in accordance with the Accounting Principles (the “Draft Working Capital Statement”); and 6.2.6 a draft statement prepared in the form set out in Part VI (Pro Forma Purchase Price Statement) of Schedule 11 (Pro Forma Statements) showing the bridge from the Enterprise Value to the Estimated Purchase Price to the Purchase Price (the “Draft Purchase Price Statement” and, together with the Draft Inventory Statement, the Draft Debt-Like Items Statement, the Draft Net Receivables Statement, the Draft Net Intercompany Statement and the Draft Working Capital Statement, the “Draft Statements”), and deliver the D...

Post-Completion Adjustment. Following Completion, if: (i) AMD Holding has made contributions to AMD Saxonia's Equity Capital (or other contributions to AMD Saxonia's capital reserves), other than contributions of the minimum Equity Capital referred to in Article II; ---------- or (ii) a Sponsor has made Sponsors' Loans to AMD Saxonia (other than Class A Sponsors' Loans or Class B Sponsors' Loans), in either case to enable AMD Saxonia to have sufficient funds to pay Cost Overruns (the aggregate amount so contributed or lent to AMD Saxonia being hereinafter called the "Sponsors' Cost Overrun Contribution"), then, provided ----------------------------------- that no Event of Default, Unmatured Event of Default or Event of Termination has occurred and is continuing, AMD Saxonia shall, at the request of a Sponsor, and with the consent of the Agent, repay to such Sponsor Sponsors' Loans in an amount which is equal to the excess, if any, of: (i) the Sponsors' Cost Overrun Contribution (ii) the Sponsors' Applicable Share of the Cost Overruns prior to Completion. The Agent shall be required to grant such consent unless it has actual knowledge that an Event of Default, Unmatured Event of Default or Event of Termination shall have occurred and be continuing.

Post-Completion Adjustment. Within sixty (60) calendar days after the Completion Date, the Seller shall provide the Buyer and APG with the Audited Completion Accounts and all supporting schedules and relevant documents used for the preparation of the Audited Completion Accounts.

Post-Completion Adjustment. Within 50 days after the Closing Date, the Borrower shall deliver to the Agent, with sufficient copies for the Lenders if the Agent so requests, the statement produced by PricewaterhouseCoopers setting out the Final EBITDA Adjustment (as defined in the Acquisition Agreement) together with details of the proposed purchase price adjustment and upon receipt or generation of the same, any documentation, notices or correspondence in respect of the acquisition price adjustment pursuant to section 2.2 of the Acquisition Agreement.

Post-Completion Adjustment. Within 60 days after Completion, the Sellers will prepare, in accordance with generally accepted accounting principles and deliver to the Buyers a statement (the "Adjustment Statement") setting out such adjustments to the Purchase Price made in accordance with Clause 3.2 that were not finally determined (including disputed items pursuant to clause 3.2.3) as of Completion and showing the calculation of such adjustments. The Parties will use all reasonable endeavours to reach agreement as to any amounts payable (or refundable) by one Party to the other, in respect of the written statement of "Completion Adjustments" referred to in clause 3.2.3 and the "Adjustment Statement" referred to in this clause 7.9, within 20 Business Days of delivery of the Adjustment Statement by the Sellers to the Buyers. If the Sellers and the Buyers are unable to reach agreement upon any adjustments to the Purchase Price within 20 Business Days of delivery of the Adjustment Statement by the Sellers to the Buyers, the matter shall be referred to the Independent Accountant for determination in accordance with Schedule 4 and the decision of such Independent Accountant shall be final and binding upon the Parties. The costs and expenses of the Independent Accountant in making such a determination shall be borne equally by the Parties.

Post-Completion Adjustment. 4.1 Promptly following Completion, the Parties agree that the Completion Accounts shall be prepared and agreed in accordance with SCHEDULE B. 4.2 When the Completion Accounts have been finally agreed or determined in accordance with the terms of this Agreement, the Final Amount shall be determined and paid in accordance with Clause 4.3 and Clause 4.5. 4.3 If the Final Amount is: (a) greater than the Equitix Bridge Shareholder Loan Amount, the difference shall be the “Equitix True-Up Payment”; and (b) less than the Equitix Bridge Shareholder Loan Amount, the difference shall be the “NewCo 2 True-Up Payment”. 4.4 The Parties agree that: (a) as at the date of this Agreement, the Equitix Bridge Shareholder Loan Amount represents an estimate of the Final Amount; and (b) the Final Amount represents the aggregate consideration payable by Equitix Holdco to NewCo 2 in consideration for NewCo 2 (i) transferring 50% of the Transfer Debt Notes and 50% of the Existing Debt Notes to Equitix Holdco and (ii) procuring the issuance by AssetCo to Equitix Holdco of the AssetCo Issuance Shares. 4.5 The Parties agree that: £10,000,000 (the “Equitix True-Up Cap”) of the Equitix True-Up Payment to NewCo 2 in cash within 15 Business Days following the Final Determination Date (“Adjustment Payment Date”), and Equitix Holdco shall procure, and shall procure that its Affiliates who directly hold any securities in AssetCo from time to time procure, that any amounts of the Equitix True-Up Payment which exceed the True-Up Cap (if any) shall be paid by the AssetCo Group by way of a priority dividend distribution on the Preference Share, which shall carry a ticking fee of 7% p.a. from (and excluding) the Adjustment Payment Date to (and excluding) the date of payment, held by NewCo 2 as soon as reasonably practicable following the repayment of the Investor Financing Agreements and the Bidco Financing Agreements; or

Post-Completion Adjustment. (i) After the Completion Date the Seller shall commence preparation of a statement that shows the Inventory Value, the Accounts Receivable from the Sale of Inventory to Customers Value and the French Employee Retirement Fund Liability (the "Proposed Final Completion Statement"). (ii) The parties shall cooperate with each other in facilitating the computation and review of the Proposed Final Completion Statement and, after the Completion Date, each party shall furnish such access for the other party and its representatives to each Seller's Group Company's or Buyer's Group Company's (as the case may be) books, records and employees as that party may reasonably request for such task. (iii) Within forty (40) days after the Completion Date, the Seller shall furnish the Proposed Final Completion Statement to the Buyer with a notice explaining in reasonable detail the computation of the Inventory Value, the Accounts Receivable from the Sale of Inventory to Customers Value and the French Employee Retirement Fund Liability including but not limited to details of all accounting or actuarial policies used to calculate the French Employee Retirement Fund Liability (if any required by law, regulation or reasonable accounting and actuarial policies and principles). The computations set forth in the Proposed Final Completion Statement shall become final and binding upon the parties unless the Buyer gives written notice (the "Dispute Notice") to the Seller within forty-five (45) days following receipt of the Proposed Final