PRIOR TO THE CLOSING DATE
PURSUANT TO THIS AGREEMENT OR THE ANCILLARY AGREEMENTS.
SECTION 1.6
POST-CLOSING ARRANGEMENTS
Except as set forth in any other agreement between the parties hereto, at the
Closing all data processing, accounting, insurance, banking, personnel, legal,
communications and other products and services provided to the Business by
Seller Group or its affiliates, including any agreements or understandings
(written or oral) with respect thereto, will terminate without any further
action or liability on the part of the parties thereto.
SECTION 1.7
POST-CLOSING PURCHASE PRICE
ADJUSTMENT
(A)
ON THE TENTH (10TH) BUSINESS DAY FOLLOWING
THE COMPLETION AND ACCEPTANCE BY EACH PARTY HERETO OF A STATEMENT (THE "FINAL
STATEMENT") OF THE WORKING CAPITAL OF THE BUSINESS (AS DEFINED BELOW) AS OF THE
CLOSE OF BUSINESS ON THE CLOSING DATE (UNLESS THE CLOSING DATE DOES NOT FALL ON
THE END OF A MONTHLY FISCAL PERIOD OF THE SELLER GROUP, IN WHICH CASE THE FINAL
STATEMENT SHALL BE AS OF THE LAST DAY OF SELLER GROUP'S PRECEDING MONTHLY FISCAL
PERIOD), EITHER (I) BUYER SHALL PAY TO SELLER THE AMOUNT (TOGETHER WITH INTEREST
AS
6
DESCRIBED BELOW) BY WHICH THE WORKING CAPITAL OF THE BUSINESS AS SET FORTH IN
THE FINAL STATEMENT IS GREATER THAN $7,771,000, WHICH IS EQUAL TO THE WORKING
CAPITAL OF THE BUSINESS AS OF THE DATE OF THE REFERENCE BALANCE SHEET (THE
"OPENING STATEMENT") PLUS $1,000,000, OR (II) SELLER SHALL PAY TO BUYER THE
AMOUNT (TOGETHER WITH INTEREST AS DESCRIBED BELOW) BY WHICH THE WORKING CAPITAL
OF THE BUSINESS AS SET FORTH IN THE FINAL STATEMENT IS LESS THAN $5,771,000,
WHICH IS EQUAL TO THE OPENING STATEMENT LESS $1,000,000.00.
IN THE EVENT OF A
PAYMENT PURSUANT TO THE IMMEDIATELY PRECEDING SENTENCE, SUCH AMOUNT SHALL BEAR
SIMPLE INTEREST AT AN ANNUAL RATE EQUAL TO THE MINIMUM APPLICABLE FEDERAL RATE
IN EFFECT AS OF THE CLOSING DATE, ACCRUING FROM THE CLOSING DATE TO THE DATE OF
PAYMENT.
(B)
THE FINAL STATEMENT SHALL BE PREPARED BY
SELLER IN THE FOLLOWING MANNER:
(I)
WITHIN SEVENTY-FIVE (75) DAYS AFTER THE CLOSING
DATE, SELLER SHALL DELIVER TO BUYER THE FINAL STATEMENT, FAIRLY PRESENTING THE
WORKING CAPITAL OF THE BUSINESS AS OF THE CLOSE OF BUSINESS ON THE CLOSING
DATE.
THE FINAL STATEMENT SHALL BE ACCOMPANIED BY A REPORT SETTING FORTH
(I) THE WORKING CAPITAL OF THE BUSINESS, AS REFLECTED IN THE FINAL STATEMENT,
AND (II) THE AMOUNT OF ANY ADJUSTMENT TO THE CLOSING CASH PURCHASE PRICE TO BE
PAID AND BY WHOM PURSUANT TO SECTION 1.7(A) AND THE BASIS THEREFOR;
(II)
FOLLOWING THE CLOSING, EACH PARTY SHALL GIVE THE
OTHER PARTY HERETO AND ANY INDEPENDENT AUDITORS AND AUTHORIZED REPRESENTATIVES
OF SUCH OTHER PARTY FULL ACCESS AT ALL REASONABLE TIMES TO THE PROPERTIES,
BOOKS, RECORDS AND PERSONNEL OF THE BUSINESS IN THEIR POSSESSION, CUSTODY OR
CONTROL RELATING TO PERIODS PRIOR TO THE CLOSING DATE FOR PURPOSES OF PREPARING,
REVIEWING AND RESOLVING ANY DISPUTES CONCERNING THE FINAL STATEMENT.
WITHIN
THIRTY (30) DAYS FOLLOWING THE DELIVERY TO BUYER OF THE FINAL STATEMENT, BUYER
SHALL NOTIFY SELLER