Work in Process Adjustment Sample Clauses

Work in Process Adjustment. The Purchase Price shall be decreased on a dollar for dollar basis by any negative Net WIP Adjustment, determined in accordance with this Section 4. (a) Within five (5) Business Days of Closing, Seller and ▇▇▇▇▇▇ shall deliver to Buyer a schedule (the “Closing Date WIP Schedule”) of the work-in-process of the Company (“WIP”) as of the Closing Date, including the specific jobs that are in process on the Closing Date, and after all invoices for May, 2012 and prior months have been processed and billed in accordance with past Company practice. The aggregate amount of WIP set forth in the Closing Date WIP Schedule shall be referred to as the “Pre-Closing WIP”. Seller and ▇▇▇▇▇▇ jointly and severally warrant to Buyer that the Closing Date WIP Schedule will accurately, completely and correctly reflect the WIP of the Company as of the Closing Date, will have been prepared from the books and records of the Company and the Business, and will have been prepared in accordance with GAAP and in accordance with the Company’s past accounting practices. (b) During the six (6) month period following the Closing (the “WIP Determination Period”) the Company shall track any additional amounts charged to each of the jobs set forth in the Closing Date WIP Schedule as well as all write-ups and write-downs made to each such job during that period. (c) During the WIP Determination Period, the Company will continue to manage jobs in accordance with past Company practice, and without limiting the generality of the foregoing, the Company shall not apply costs to jobs that were not historically applied to jobs, will not allocate overhead or indirect costs to jobs (except to the extent consistent with past practice), will not assign additional personnel to jobs and will not otherwise take any action the effect of which is to increase the amount of write-downs applied to Pre-Closing WIP, except with respect to each of the foregoing items in this sentence, to the extent reasonably necessary to complete and deliver project/job deliverables completely and in compliance with applicable deadlines and specifications, to ensure adequate staffing levels (including without limitation staff replacements or substitutions as reasonably required, whether due to attrition, under-performance, or otherwise), or as otherwise reasonably necessary to meet customer or project requirements. Policies and procedures used in the determination of WIP during the WIP Determination Period shall conform in all mate...