Common use of Post-Closing Adjustments to the Purchase Price Clause in Contracts

Post-Closing Adjustments to the Purchase Price. Within 10 Business Days after the later of the acceptance of the Closing Date Balance Sheet and the Interim Period Cash Flow Statement by the Shareholders or the resolution of any disputes under Section 2.1(o), as the case may be, the Cash Portion of the Purchase Price shall be redetermined as provided in Section 2.1(k)(i) based on the Closing Date Balance Sheet rather than the Estimated Closing Date Balance Sheet, and based upon the Interim Period Cash Flow Statement rather than the Estimated Interim Period Cash Flow Statement, and an appropriate adjusting cash payment shall be made by PentaStar to the Shareholders or by the Shareholders to PentaStar, as the case may be, so that the Cash Portion of the Purchase Price actually paid equals the Cash Portion of the Purchase Price determined on the basis of the Closing Date Balance Sheet and the Interim Period Cash Flow Statement. If the Closing Date Balance Sheet reflects Closing Date Liabilities that have not previously been paid by the Shareholders, such Closing Date Liabilities shall be paid at the time the adjusting payment is made under this Section 2.1(m), either by PentaStar out of any adjusting payment due from it hereunder or, if no such payment is due or such payment is less than the unpaid Closing Date Liabilities, by the Shareholders. If PentaStar has previously paid any such Closing Date Liability, it shall be reimbursed for said payment at the time the adjusting payment is made under this Section 2.1(m), either by offset against any adjusting payment due hereunder or, if no such payment is due or such payment is less than the reimbursement amount, by the Shareholders. Any adjustment in the Purchase Price made under this Section 2.1(m) shall be allocated as an adjustment to the consideration paid for the Company Shares. If the Closing Date Balance Sheet reflects a breach of Section 3.1(e)(iv), then PentaStar shall be paid the amount thereof by payment at the time the adjusting payment is made under this Section 2.1(m), either by offset against any adjusting payment due hereunder or, if no such payment is due or such payment is less than the breach amount, by the Shareholders.

Post-Closing Adjustments to the Purchase Price. (i) Within 10 Business Days after the later of the acceptance of the Closing Date Balance Sheet by PentaStar and the Interim Period Cash Flow Statement by the Shareholders or the resolution of any disputes under Section 2.1(o), as the case may be, the Cash Portion of the Purchase Price shall will be redetermined as provided in Section 2.1(k)(i) based on the Closing Date Balance Sheet rather than the Estimated Closing Date Balance Sheet, and based upon the Interim Period Cash Flow Statement rather than the Estimated Interim Period Cash Flow Statement, and an appropriate adjusting cash payment shall be made by PentaStar the Surviving Corporation to the Shareholders or by the Shareholders to PentaStarthe Surviving Corporation, as the case may be, so that that, subject to the penultimate sentence of Section 2.1(k)(i), the Cash Portion of the Purchase Price actually paid by the Surviving Corporation equals the Cash Portion of the Purchase Price determined on the basis of the Closing Date Balance Sheet and the Interim Period Cash Flow StatementSheet. If the Closing Date Balance Sheet reflects Closing Date Liabilities that have not previously been paid by the Shareholders, such Closing Date Liabilities shall be paid at the time the adjusting payment is made under this Section 2.1(m2.1(m)(i), either by PentaStar the Surviving Corporation out of any adjusting payment due from it hereunder or, if no such payment is due or such payment is less than the unpaid Closing Date Liabilities, by the Shareholders. If PentaStar or the Surviving Corporation has previously paid any such Closing Date Liability, it shall be reimbursed for said payment at the time the adjusting payment is made under this Section 2.1(m2.1(m)(i), either by offset against any adjusting payment due hereunder or, if no such payment is due or such payment is less than the reimbursement amount, by the Shareholders. Any adjustment in the Purchase Price made under this Section 2.1(m) shall be allocated as an adjustment to the consideration paid for the Company Shares. If the Closing Date Balance Sheet reflects a breach of Section 3.1(e)(iv), then PentaStar shall be paid the amount thereof by payment at the time the adjusting payment is made under this Section 2.1(m), either by offset against any adjusting payment due hereunder or, if no such payment is due or such payment is less than the breach amount, by the Shareholders.

Post-Closing Adjustments to the Purchase Price. Within 10 Business Days after the later of the acceptance of the Closing Date Balance Sheet and the Interim Period Cash Flow Statement by the Shareholders or the resolution of any disputes under Section 2.1(o), as the case may be, the Cash Portion of the Purchase Price shall be redetermined as provided in Section 2.1(k)(i) based on the Closing Date Balance Sheet rather than the Estimated Closing Date Balance Sheet, and based upon the Interim Period Cash Flow Statement rather than the Estimated Interim Period Cash Flow Statement, and an appropriate adjusting cash payment shall be made by PentaStar the Acquiror to the Shareholders or by the Shareholders to PentaStarthe Surviving Corporation, as the case may be, so that the Cash Portion of the Purchase Price actually paid equals the Cash Portion of the Purchase Price determined on the basis of the Closing Date Balance Sheet and the Interim Period Cash Flow Statement. If the Closing Date Balance Sheet reflects Closing Date Liabilities that have not previously been paid by the Shareholders, such Closing Date Liabilities shall be paid at the time the adjusting payment is made under this Section 2.1(m), either by PentaStar the Acquiror out of any adjusting payment due from it hereunder or, if no such payment is due or such payment is less than the unpaid Closing Date Liabilities, by the Shareholders. If PentaStar the Acquiror has previously paid any such Closing Date Liability, it shall be reimbursed for said payment at the time the adjusting payment is made under this Section 2.1(m), either by offset against any adjusting payment due hereunder or, if no such payment is due or such payment is less than the reimbursement amount, by the Shareholders. Any adjustment in the Purchase Price made under this Section 2.1(m) shall be allocated as an adjustment to the consideration paid for the Company Shares. If the Closing Date Balance Sheet reflects a breach of Section 3.1(e)(iv), then PentaStar shall be paid the amount thereof by payment at the time the adjusting payment is made under this Section 2.1(m), either by offset against any adjusting payment due hereunder or, if no such payment is due or such payment is less than the breach amount, by the Shareholders.

Post-Closing Adjustments to the Purchase Price. Within 10 Business Days after the later of the acceptance of the Closing Date Balance Sheet by PentaStar and the Interim Period Cash Flow Statement by the Shareholders Company or the resolution of any disputes under Section 2.1(o2.3(c), as the case may be, the Cash Portion Clause (A) Amount of the Purchase Price shall be redetermined as provided in Section 2.1(k)(i2.3(a)(i) based on the Closing Date Balance Sheet rather than the Estimated Closing Date Balance Sheet, and based upon the Interim Period Cash Flow Statement rather than the Estimated Interim Period Cash Flow Statement, and an appropriate adjusting cash payment shall be made by PentaStar the Acquiror to the Shareholders Company or by the Shareholders Company to PentaStarthe Acquiror, as the case may be, so that the Cash Portion Clause (A) Amount of the Purchase Price actually paid by the Acquiror equals the Cash Portion Clause (A) Amount of the Purchase Price determined on the basis of the Closing Date Balance Sheet and the Interim Period Cash Flow StatementSheet. If the Closing Date Balance Sheet reflects Closing Date Liabilities that have not previously been paid by the ShareholdersCompany, such Closing Date Liabilities shall be paid at the time the adjusting payment is made under this Section 2.1(m), 2.3(a)(vi) either by PentaStar the Acquiror out of any adjusting payment due from it hereunder or, if no such payment is due or such payment is less than the unpaid Closing Date Liabilities, by the ShareholdersCompany. If PentaStar the Acquiror has previously paid any such Closing Date Liability, it shall be reimbursed for said payment at the time the adjusting payment is made under this Section 2.1(m), 2.3(a)(vi) either by offset against any adjusting payment due hereunder or, if no such payment is due or such payment is less than the reimbursement amount, by the ShareholdersCompany. Any adjustment in the Purchase Price The form of any adjusting payment made under pursuant to this Section 2.1(m2.3(a)(vi) shall be allocated as an adjustment to the consideration paid for the Company Shares. If the Closing Date Balance Sheet reflects a breach of Section 3.1(e)(iv), then PentaStar shall be paid the amount thereof by payment at the time follows: (A) if the adjusting payment is made under this Section 2.1(min respect of a working capital item (cash, accounts receivable, accounts payable or current liabilities), either by offset against any then the form of the adjusting payment due hereunder orshall first be cash (subject, in the case of an adjusting payment by the Acquiror to the Company, to the $1,900,000 cash limitation set forth in Section 2.3(a)(i)); and (B) if no such the adjusting payment is due or such made in respect of a non-working capital item, then the form of the adjusting payment is less than shall be made in cash (subject, in the breach amount, case of an adjusting payment by the ShareholdersAcquiror to the Company, to the $1,900,000 cash limitation set forth in Section 2.3(a)(i)) and shares of PentaStar Common Stock, on the same proportionate basis as cash and shares of PentaStar Common Stock were paid at the Closing.

Post-Closing Adjustments to the Purchase Price. Within 10 Business Days after the later of the acceptance of the Closing Date Balance Sheet and the Interim Period Cash Flow Statement by the Shareholders or the resolution of any disputes under Section 2.1(o), as the case may be, the Cash Portion of the Purchase Price shall be redetermined as provided in Section 2.1(k)(i) based on the Closing Date Balance Sheet rather than the Estimated Closing Date Balance Sheet, and based upon the Interim Period Cash Flow Statement rather than the Estimated Interim Period Cash Flow Statement, and an appropriate adjusting cash payment shall be made by PentaStar the Acquiror to the Shareholders or by the Shareholders to PentaStarthe Acquiror, as the case may be, so that the Cash Portion of the Purchase Price actually paid equals the Cash Portion of the Purchase Price determined on the basis of the Closing Date Balance Sheet and the Interim Period Cash Flow Statement. If the Closing Date Balance Sheet reflects Closing Date Liabilities that have not previously been paid by the Shareholders, such Closing Date Liabilities shall be paid at the time the adjusting payment is made under this Section 2.1(m), either by PentaStar the Acquiror out of any adjusting payment due from it hereunder or, if no such payment is due or such payment is less than the unpaid Closing Date Liabilities, by the Shareholders. If PentaStar the Acquiror has previously paid any such Closing Date Liability, it shall be reimbursed for said payment at the time the adjusting payment is made under this Section 2.1(m), either by offset against any adjusting payment due hereunder or, if no such payment is due or such payment is less than the reimbursement amount, by the Shareholders. Any adjustment in the Purchase Price made under this Section 2.1(m) shall be allocated as an adjustment to the consideration paid for the Company Shares. If the Closing Date Balance Sheet reflects a breach of Section 3.1(e)(iv), then PentaStar shall be paid the amount thereof by payment at the time the adjusting payment is made under this Section 2.1(m), either by offset against any adjusting payment due hereunder or, if no such payment is due or such payment is less than the breach amount, by the Shareholders.

Post-Closing Adjustments to the Purchase Price. (i) Within 10 Business Days after the later of the acceptance of the Closing Date Balance Sheet Adjustment Financial Statements by PentaStar and the Interim Period Cash Flow Statement by the Shareholders or the resolution of any disputes under Section 2.1(o2.1(p), as the case may be, the Cash Portion of the Purchase Price shall will be redetermined as provided in Section 2.1(k)(i2.1(k) based on the Closing Date Balance Sheet rather than Net Cash Adjustment reflected in the Estimated Closing Date Balance Sheet, and based upon the Interim Period Cash Flow Statement rather than the Estimated Interim Period Cash Flow Statement, and an Adjustment Financial Statements. An appropriate adjusting cash payment shall be made by PentaStar to the Shareholders or by the Shareholders to PentaStar, as the case may be, so that the Cash Portion of the Purchase Price actually paid by PentaStar equals the Cash Portion of the Purchase Price determined on as so redetermined. Any such adjusting payment shall be made 50% in cash and 50% in PentaStar Common Stock, and for that purpose the basis PentaStar Common Stock shall be valued at its Fair Market Value as of the Closing Date Balance Sheet Date. If an adjusting payment is due from PentaStar, the shares of PentaStar Common Stock included in the payment shall be delivered to the Shareholders and by the Shareholders to the Escrow Agent for addition to the Escrow Deposit. If an adjusting payment is due from the Shareholders, PentaStar and the Interim Period Cash Flow StatementShareholders' Agent shall execute joint written instructions to the Escrow Agent to deliver the shares of PentaStar Common Stock included in such payment to PentaStar from the Escrow Deposit. If the Closing Audited Effective Date Balance Sheet reflects Closing Excluded Liabilities that existed as of the Effective Date Liabilities (other than rent not then due and payable under the Premises Lease) that have not previously been paid by the Shareholders, such Closing Date Excluded Liabilities shall be paid at the time the adjusting payment is made under this Section 2.1(m2.1(m)(i), either by PentaStar out of the cash portion of any adjusting payment due from it hereunder or, if no such payment is due or if the cash portion of such payment is less than the unpaid Closing Date Excluded Liabilities, by the Shareholders. If PentaStar has previously paid any such Closing Date Excluded Liability, it shall be reimbursed for said such payment at the time the adjusting payment is made under this Section 2.1(m2.1(m)(i), either by offset against the cash portion of any adjusting payment due hereunder or, if no such payment is due or if the cash portion of such payment is less than the reimbursement amount, by the Shareholders. Any adjustment in the Purchase Price made under this Section 2.1(m) shall be allocated as an adjustment to the consideration paid for the Company Shares. If the Closing Date Balance Sheet reflects a breach of Section 3.1(e)(iv), then PentaStar shall be paid the amount thereof by payment at the time the adjusting payment is made under this Section 2.1(m), either by offset against any adjusting payment due hereunder or, if no such payment is due or such payment is less than the breach amount, by the Shareholders.

Post-Closing Adjustments to the Purchase Price. Within 10 Business Days after the later of the acceptance of the Closing Date Balance Sheet and the Interim Period Cash Flow Statement by the Shareholders Shareholder or the resolution of any disputes under Section 2.1(o), as the case may be, the Cash Portion of the Purchase Price shall be redetermined as provided in Section 2.1(k)(i) based on the Closing Date Balance Sheet rather than the Estimated Closing Date Balance Sheet, and based upon the Interim Period Cash Flow Statement rather than the Estimated Interim Period Cash Flow Statement, and an appropriate adjusting cash payment shall be made by PentaStar the Surviving Corporation to the Shareholders Shareholder or by the Shareholders Shareholder to PentaStarthe Surviving Corporation, as the case may be, so that the Cash Portion of the Purchase Price actually paid equals the Cash Portion of the Purchase Price determined on the basis of the Closing Date Balance Sheet and the Interim Period Cash Flow Statement. If the Closing Date Balance Sheet reflects Closing Date Liabilities that have not previously been paid by the ShareholdersShareholder, such Closing Date Liabilities shall be paid at the time the adjusting payment is made under this Section 2.1(m), either by PentaStar the Surviving Corporation out of any adjusting payment due from it hereunder or, if no such payment is due or such payment is less than the unpaid Closing Date Liabilities, by the ShareholdersShareholder. If PentaStar the Surviving Corporation has previously paid any such Closing Date Liability, it shall be reimbursed for said payment at the time the adjusting payment is made under this Section 2.1(m), either by offset against any adjusting payment due hereunder or, if no such payment is due or such payment is less than the reimbursement amount, by the ShareholdersShareholder. Any adjustment in the Purchase Price made under this Section 2.1(m) shall be allocated as an adjustment to the consideration paid for the Company Shares. If the Closing Date Balance Sheet reflects a breach of Section 3.1(e)(iv), then PentaStar shall be paid the amount thereof by payment at the time the adjusting payment is made under this Section 2.1(m), either by offset against any adjusting payment due hereunder or, if no such payment is due or such payment is less than the breach amount, by the Shareholders.

Post-Closing Adjustments to the Purchase Price. Within 10 Business Days after the later of the acceptance of the Closing Date Balance Sheet and the Interim Period Cash Flow Statement by the Shareholders Company or the resolution of any disputes under Section 2.1(o2.3(f), as the case may be, the Cash Portion of the Purchase Price shall be redetermined as provided in Section 2.1(k)(i2.3(a)(i) based on the Closing Date Balance Sheet rather than the Estimated Closing Date Balance Sheet, and based upon the Interim Period Cash Flow Statement rather than the Estimated Interim Period Cash Flow Statement, and an appropriate adjusting cash payment shall be made by PentaStar the Acquiror to the Shareholders Company or by the Shareholders Company to PentaStarthe Acquiror, as the case may be, so that the Cash Portion of the Purchase Price actually paid equals the Cash Portion of the Purchase Price determined on the basis of the Closing Date Balance Sheet and the Interim Period Cash Flow Statement; provided, however, that no adjustment shall be made in respect of the Interim Cash Requirement unless such adjustment involves more than $1,000. If the Closing Date Balance Sheet reflects Closing Date Liabilities that have not previously been paid by the ShareholdersCompany, such Closing Date Liabilities shall be paid at the time the adjusting payment is made under this Section 2.1(m2.3(d), either by PentaStar the Acquiror out of any adjusting payment due from it hereunder or, if no such payment is due or such payment is less than the unpaid Closing Date Liabilities, by the ShareholdersCompany. If PentaStar the Acquiror has previously paid any such Closing Date Liability, it shall be reimbursed for said payment at the time the adjusting payment is made under this Section 2.1(m2.3(d), either by offset against any adjusting payment due hereunder or, if no such payment is due or such payment is less than the reimbursement amount, by the Shareholders. Any adjustment in the Purchase Price made under this Section 2.1(m) shall be allocated as an adjustment to the consideration paid for the Company Shares. If the Closing Date Balance Sheet reflects a breach of Section 3.1(e)(iv), then PentaStar shall be paid the amount thereof by payment at the time the adjusting payment is made under this Section 2.1(m), either by offset against any adjusting payment due hereunder or, if no such payment is due or such payment is less than the breach amount, by the ShareholdersCompany.

Post-Closing Adjustments to the Purchase Price. Within 10 Business Days after the later of the acceptance of the Closing Date Balance Sheet and the Interim Period Cash Flow Statement by the Shareholders Shareholders' Agent or the resolution of any disputes under Section 2.1(o), as the case may be, the Cash Portion of the Purchase Price shall be redetermined as provided in Section 2.1(k)(i) based on the Closing Date Balance Sheet rather than the Estimated Closing Date Balance Sheet, and based upon the Interim Period Cash Flow Statement rather than the Estimated Interim Period Cash Flow Statement, and an appropriate adjusting cash payment shall be made by PentaStar to the Shareholders or by the Shareholders Shareholders, jointly and severally, to PentaStar, as the case may be, so that the Cash Portion of the Purchase Price actually paid equals the Cash Portion of the Purchase Price determined on the basis of the Closing Date Balance Sheet and the Interim Period Cash Flow Statement. If the Closing Date Balance Sheet reflects Closing Date Liabilities that have not previously been paid by the Shareholders, such Closing Date Liabilities shall be paid at the time the adjusting payment is made under this Section 2.1(m), either by PentaStar out of any adjusting payment due from it hereunder or, if no such payment is due or such payment is less than the unpaid Closing Date Liabilities, by the Shareholders, jointly and severally. If PentaStar the Acquiror has previously paid any such Closing Date Liability, it shall be reimbursed for said payment at the time the adjusting payment is made under this Section 2.1(m), either by offset against any adjusting payment due hereunder or, if no such payment is due or such payment is less than the reimbursement amount, by the Shareholders, jointly and severally. Any adjustment in the Purchase Price made under this Section 2.1(m) shall be allocated as an adjustment to the consideration paid for the Company Shares. If the Closing Date Balance Sheet reflects a breach of Section 3.1(e)(iv), then PentaStar shall be paid the amount thereof by payment at the time the adjusting payment is made under this Section 2.1(m), either by offset against any adjusting payment due hereunder or, if no such payment is due or such payment is less than the breach amount, by the Shareholders.

Post-Closing Adjustments to the Purchase Price. Within 10 Business Days after the later of the acceptance of the Closing Date Balance Sheet and the Interim Period Cash Flow Statement by the Shareholders or the resolution of any disputes under Section 2.1(o), as the case may be, the Cash Portion number of the Purchase Price Closing Shares shall be redetermined as provided in Section 2.1(k)(i) based on the Closing Date Balance Sheet rather than the Estimated Closing Date Balance Sheet, and based upon the Interim Period Cash Flow Statement rather than the Estimated Interim Period Cash Flow Statement, and an appropriate adjusting cash payment shall be made by PentaStar the Acquiror to the Shareholders or by the Shareholders to PentaStarthe Acquiror, as the case may be, so that the Cash Portion number of the Purchase Price Closing Shares actually paid issued equals the Cash Portion number of the Purchase Price Closing Shares to be issued determined on the basis of the Closing Date Balance Sheet and the Interim Period Cash Flow StatementSheet. If the Closing Date Balance Sheet reflects Closing Date Liabilities that have not previously been paid by the Shareholders, such Closing Date Liabilities shall be paid at the time the adjusting payment is made under this Section 2.1(m), either by PentaStar the Acquiror out of any adjusting payment due from it hereunder or, if no such payment is due or such payment is less than the unpaid Closing Date Liabilities, by the Shareholders. If PentaStar the Acquiror has previously paid any such Closing Date Liability, it shall be reimbursed for said payment at the time the adjusting payment is made under this Section 2.1(m), either by offset against any adjusting payment due hereunder or, if no such payment is due or such payment is less than the reimbursement amount, by the Shareholders. Any adjustment in the Purchase Price made under this Section 2.1(m) shall be allocated as an adjustment to the consideration paid for the Company Shares. If the Closing Date Balance Sheet reflects a breach of Section 3.1(e)(iv), then PentaStar shall be paid the amount thereof by payment at the time the adjusting payment is made under this Section 2.1(m), either by offset against any adjusting payment due hereunder or, if no such payment is due or such payment is less than the breach amount, by the Shareholders.