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 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
6
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 OF ANY DISPUTE OF ANY ITEM CONTAINED