Common use of Purchase Price Adjustment Working Capital Clause in Contracts

Purchase Price Adjustment Working Capital. In accordance with Appendix I, the Purchase Price will be adjusted (positively or negatively) based upon the differences in the book value of the Closing Working Capital (as defined in Appendix I) as compared to a Benchmark Working Capital of $450,000 (such difference to be called the "NWC Adjustment Amount".) If the NWC Adjustment Amount is positive the Purchase Price will be increased by the NWC Adjustment Amount. If the NWC Adjustment Amount is negative, the Purchase Price will be decreased by the NWC Adjustment Amount. If the Purchase Price increases then Buyer will pay an amount equal to the increase to Seller within five (5) days of a final determination under Appendix I, and the Working Capital Escrow Funds will be released by the Escrow Agent to Seller. If the Purchase Price decreases then the Seller will pay the amount of the decrease to Buyer within five (5) days of a final determination under Appendix I, which first shall be funded from the Working Capital Escrow Funds by the Escrow Agent to the Buyer. If the Working Capital Escrow Funds exceed the payment due from Seller then the remaining balance of those funds after the payment to Buyer shall be released to Seller. For example, if (A) the Closing Working Capital exceeds the Benchmark Working Capital by Three Thousand Dollars ($3,000) then the Purchase Price will increase by Three Thousand Dollars ($3,000); or (B) if the Closing Working Capital is less than the Benchmark Working Capital by Three Thousand Dollars ($3,000) then the Purchase Price decreases by Three Thousand Dollars ($3,000).

Purchase Price Adjustment Working Capital. In accordance with Appendix I, the Purchase Price will be adjusted (positively or negatively) based upon the differences difference in the book value of the “Closing Working Capital Capital” (as defined in Appendix I) as compared to a the “Benchmark Working Capital Capital” (as defined in Appendix I) of $450,000 2 million (such difference to be called the "“NWC Adjustment Amount".) If Amount”).If the NWC Adjustment Amount is positive the Purchase Price will be increased by the NWC Adjustment Amount. If the NWC Adjustment Amount is negative, the Purchase Price will be decreased by the NWC Adjustment Amount. If the Purchase Price increases then Buyer will pay an amount equal to Sellers the sum of the increase to Seller plus the Working Capital Holdback within five twenty (520) days of a final determination under Appendix I, and the Working Capital Escrow Funds will be released by the Escrow Agent to Seller. I. If the Purchase Price decreases then the Seller Sellers will pay the amount of the decrease to Buyer within five twenty (520) days of a final determination under Appendix I, which first shall be funded from the Working Capital Escrow Funds Holdback held by Buyer (which shall be credited to Sellers). If the Escrow Agent amount of the Purchase Price decrease exceeds the Working Capital Holdback then Sellers will pay the difference to the Buyer. Buyer within twenty (20) days of a final determination under Appendix I. If the Working Capital Escrow Funds exceed Holdback exceeds the payment due from Seller Sellers then the remaining balance of those funds after the payment to Buyer shall be released paid to SellerSellers. For example, if (A) the Closing Working Capital exceeds the Benchmark Working Capital by Three Thousand Dollars ($3,000) then the Purchase Price will increase by Three Thousand Dollars ($3,000); or (B) if the Closing Working Capital is less than the Benchmark Working Capital by Three Thousand Dollars ($3,000) then the Purchase Price decreases by Three Thousand Dollars ($3,000).