Post-Completion Adjustment Clause Samples

Post-Completion Adjustment. (a) As soon as practicable after Completion and in any event within 90 Business Days after the Completion Date, the Buyer must prepare and give to the Seller a statement, being a statement that details (i) all Employment Benefits paid or payable by the Buyer or the Target Group Companies that relate to the period prior to Completion that have not been deducted from the Completion Payment, and (ii) the Surety Amount as of the Completion Date to the extent it differs from the amount added to the Completion Payment, , in each case together with reasonable supporting documentation and detailing the net amount owing to the Buyer or the Seller as a result of such adjustments (Completion Adjustment Amount). (b) Within 10 Business Days after receipt of the Completion Adjustment Amount under paragraph (a), the Seller may give a notice to the Buyer (Dispute Notice) that it does not agree with the amount of the Completion Adjustment Amount and must provide details of the reasons why, or grounds on which, it does not agree, together with reasonable supporting documentation. If the Seller does not deliver a Dispute Notice, the Seller or the Buyer, as applicable, must pay the Completion Adjustment Amount to the other within 10 Business Days following the deadline for the Seller to deliver a Dispute Notice. If the Seller gives a Dispute Notice, the Seller or the Buyer, as applicable, must pay the Completion Adjustment Amount or such other amount as agreed between the parties or determined by the Expert in accordance with this clause 7.5 within 10 Business Days of such agreement or determination. (c) A Dispute Notice issued under paragraph (b) is not effective for any amount unless the aggregate amount in dispute is at least $20,000. (d) If any Dispute Notice is given, the Seller and the Buyer must: (1) each appoint a representative to meet and discuss the matters raised in the Dispute Notice; and (2) ensure that its representative: (A) meets with the other representative to discuss each matter raised in the Dispute Notice; and (B) makes a genuine effort to negotiate in good faith an agreement on each such matter, within 10 Business Days after the Dispute Notice is given. (e) If a matter raised in a Dispute Notice is not agreed within the 10 Business Day period referred to in paragraph (d) then either party may by written notice require that all outstanding matters be referred to an independent accounting firm (Expert) for determination. (f) If a notice is given under par...

Post-Completion Adjustment. 8.1 Following Completion, the Parties will comply with their respective obligations set out in Schedule 8 (Post-Completion Adjustment). 8.2 The Sellers and the Purchasers acknowledge and agree that they intend for the amounts paid under Schedule 8 (Post-Completion Adjustment) to be treated as an adjustment to the Consideration for all applicable Tax purposes, and the Parties will report such payments consistently with such intent unless otherwise required by applicable Law.

Post-Completion Adjustment. 6.1 The Purchase Price shall be determined following Completion in accordance with this Clause 6 (Post-Completion Adjustment). The Purchase Price shall be equal to the Estimated Purchase Price plus any additional payments required to be made by the Purchaser pursuant to Clauses 6.7.1, 6.7.3 and 6.7.6, and minus any payments or repayments required to be made by the Seller pursuant to Clauses 6.7.2, 6.7.4 and 6.7.5. 6.2 The Seller shall, as soon as practicable following the Completion Date but in any event no later than thirty (30) Business Days following the Completion Date, prepare: 6.2.1 a draft of the Inventory Statement to be prepared in the form set out in Part I (Pro Forma Inventory Statement) of Schedule 11 (Pro Forma Statements) based on the volume and description of EDS Inventory as recorded as part of the Stock Take and otherwise in accordance with the Accounting Principles (the “Draft Inventory Statement”); 6.2.2 a draft of the Net Receivables Statement to be prepared in the form set out in Part III (Pro Forma Net Receivables Items Statement) of Schedule 11 (Pro Forma Statements) and in accordance with the Accounting Principles (the “Draft Net Receivables Statement”); 6.2.3 a draft of the Debt-Like Items Statement to be prepared in the form set out in Part V (Pro Forma Debt-Like Items Statement) of Schedule 11 (Pro Forma Statements) and in accordance with the Accounting Principles (the “Draft Debt-Like Items Statement”); 6.2.4 a draft of the Net Intercompany Statement to be prepared in the form set out in Part II (Pro Forma Net Intercompany Statement) of Schedule 11 (Pro Forma Statements) and in accordance with the Accounting Principles (the “Draft Net Intercompany Statement”); 6.2.5 a draft of the Working Capital Statement to be prepared in the form set out in Part IV (Pro Forma Working Capital Statement) of Schedule 11 (Pro Forma Statements) and in accordance with the Accounting Principles (the “Draft Working Capital Statement”); and 6.2.6 a draft statement prepared in the form set out in Part VI (Pro Forma Purchase Price Statement) of Schedule 11 (Pro Forma Statements) showing the bridge from the Enterprise Value to the Estimated Purchase Price to the Purchase Price (the “Draft Purchase Price Statement” and, together with the Draft Inventory Statement, the Draft Debt-Like Items Statement, the Draft Net Receivables Statement, the Draft Net Intercompany Statement and the Draft Working Capital Statement, the “Draft Statements”), and deliver the D...

Post-Completion Adjustment. Following Completion, if: (i) AMD Holding has made contributions to AMD Saxonia's Equity Capital (or other contributions to AMD Saxonia's capital reserves), other than contributions of the minimum Equity Capital referred to in Article II; ---------- or (ii) a Sponsor has made Sponsors' Loans to AMD Saxonia (other than Class A Sponsors' Loans or Class B Sponsors' Loans), in either case to enable AMD Saxonia to have sufficient funds to pay Cost Overruns (the aggregate amount so contributed or lent to AMD Saxonia being hereinafter called the "Sponsors' Cost Overrun Contribution"), then, provided ----------------------------------- that no Event of Default, Unmatured Event of Default or Event of Termination has occurred and is continuing, AMD Saxonia shall, at the request of a Sponsor, and with the consent of the Agent, repay to such Sponsor Sponsors' Loans in an amount which is equal to the excess, if any, of: (i) the Sponsors' Cost Overrun Contribution (ii) the Sponsors' Applicable Share of the Cost Overruns prior to Completion. The Agent shall be required to grant such consent unless it has actual knowledge that an Event of Default, Unmatured Event of Default or Event of Termination shall have occurred and be continuing.

Post-Completion Adjustment. Within sixty (60) calendar days after the Completion Date, the Seller shall provide the Buyer and APG with the Audited Completion Accounts and all supporting schedules and relevant documents used for the preparation of the Audited Completion Accounts.

Post-Completion Adjustment. Within 50 days after the Closing Date, the Borrower shall deliver to the Agent, with sufficient copies for the Lenders if the Agent so requests, the statement produced by PricewaterhouseCoopers setting out the Final EBITDA Adjustment (as defined in the Acquisition Agreement) together with details of the proposed purchase price adjustment and upon receipt or generation of the same, any documentation, notices or correspondence in respect of the acquisition price adjustment pursuant to section 2.2 of the Acquisition Agreement.

Post-Completion Adjustment. (i) After the Completion Date the Seller shall commence preparation of a statement that shows the Inventory Value, the Accounts Receivable from the Sale of Inventory to Customers Value and the French Employee Retirement Fund Liability (the "Proposed Final Completion Statement"). (ii) The parties shall cooperate with each other in facilitating the computation and review of the Proposed Final Completion Statement and, after the Completion Date, each party shall furnish such access for the other party and its representatives to each Seller's Group Company's or Buyer's Group Company's (as the case may be) books, records and employees as that party may reasonably request for such task. (iii) Within forty (40) days after the Completion Date, the Seller shall furnish the Proposed Final Completion Statement to the Buyer with a notice explaining in reasonable detail the computation of the Inventory Value, the Accounts Receivable from the Sale of Inventory to Customers Value and the French Employee Retirement Fund Liability including but not limited to details of all accounting or actuarial policies used to calculate the French Employee Retirement Fund Liability (if any required by law, regulation or reasonable accounting and actuarial policies and principles). The computations set forth in the Proposed Final Completion Statement shall become final and binding upon the parties unless the Buyer gives written notice (the "Dispute Notice") to the Seller within forty-five (45) days following receipt of the Proposed Final

Post-Completion Adjustment. The parties agree to adjust the Purchase Price to reflect:

Post-Completion Adjustment. Within 60 days after Completion, the Sellers will prepare, in accordance with generally accepted accounting principles and deliver to the Buyers a statement (the "Adjustment Statement") setting out such adjustments to the Purchase Price made in accordance with Clause 3.2 that were not finally determined (including disputed items pursuant to clause 3.2.3) as of Completion and showing the calculation of such adjustments. The Parties will use all reasonable endeavours to reach agreement as to any amounts payable (or refundable) by one Party to the other, in respect of the written statement of "Completion Adjustments" referred to in clause 3.2.3 and the "Adjustment Statement" referred to in this clause 7.9, within 20 Business Days of delivery of the Adjustment Statement by the Sellers to the Buyers. If the Sellers and the Buyers are unable to reach agreement upon any adjustments to the Purchase Price within 20 Business Days of delivery of the Adjustment Statement by the Sellers to the Buyers, the matter shall be referred to the Independent Accountant for determination in accordance with Schedule 4 and the decision of such Independent Accountant shall be final and binding upon the Parties. The costs and expenses of the Independent Accountant in making such a determination shall be borne equally by the Parties.