Common use of Purchase Price Adjustment Procedures Clause in Contracts

Purchase Price Adjustment Procedures. Schedule 3.8 is a ------------------------------------- preliminary calculation of the Current Assets, Other Assets and Assumed Warranties and the Cash Portion of the Purchase Price relating thereto to be paid at Closing based upon the June 30 Balance Sheet. Pending final calculation of Current Assets, Other Assets and Assumed Warranties under Sections 3.6 and 3.7 and the Accounts Receivable Shortfall (as hereinafter defined), if any, $400,000.00 (the "Holdback Amount") of the Cash Portion of the Purchase Price shall be held back at the Closing. Seller and Buyer shall cooperate to complete the final calculation of Current Assets, Other Assets and Assumed Warranties as soon as possible, but in no event later than one hundred fifty (150) days following the Closing Date. Accounts Receivable shall be valued as of the close of business on the Closing Balance Sheet Date, net of a reserve in an amount consistent with the reserve established in the Reports, with no value being given to Accounts Receivable more than one hundred fifty (150) days past due (the "Net Accounts Receivable Value"). The Notes Receivable shall be valued at their outstanding principal and accrued interest balances on the Closing Balance Sheet Date. After the