WIP Adjustment definition
Examples of WIP Adjustment in a sentence
The Arbitrating Firm shall be instructed to complete its analysis within thirty (30) days from the date of its engagement and upon completion to inform the parties in writing of its own determination of the Final Adjustment Amount and/or Net WIP Adjustment, as applicable, any attendant Purchase Price adjustment, and the basis for its determination.
If agreement is reached on before the end of this twenty (20) day period, then upon reaching such agreement, Seller shall pay to Buyer an amount equal to the Net WIP Adjustment, which amount shall be paid as provided in Section 3(d)(v); provided, however, that any agreed amount payable pursuant to this Section 4(g) shall be combined with any agreed amount payable pursuant to Section 3(d)(ii), and the net agreed amount payable (if any) shall be paid as provided in Section 3(d)(vi).
The WIP Adjustment shall be determined on an aggregate basis netting out over and under accruals.
Buyer and Seller each shall inform the Arbitrating Firm in writing of its positions concerning the Closing Date balance sheet, Net Working Capital, Company Debt, the Final Adjustment Amount and the Net WIP Adjustment, as applicable, and any attendant Purchase Price adjustment, and each shall make readily available to the Arbitrating Firm any books and records and work papers relevant to the preparation of the Arbitrating Firm’s computation thereof.
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.
If the Net WIP Adjustment is a negative number, Buyer and Seller will have twenty (20) days after Buyer’s delivery of the Net WIP Adjustment to review Buyer’s calculation of the Net WIP Adjustment, and Buyer and Seller will in good faith seek to reach agreement on the final Net WIP Adjustment.
If Buyer and Seller cannot agree on the final Net WIP Adjustment within this twenty (20) day period, then such dispute shall be resolved using the procedures set forth in Section 3(d)(iii), Section 3(d)(iv) and Section 3(d)(vi).
In addition, for purposes of calculating the Earn-Out, EBITDA for any applicable period shall be: (i) reduced by any amounts accrued for payment to Equity Seller by Purchaser for the WIP Adjustment for the applicable period of computation, or (ii) increased by any amounts accrued for payment to Purchaser by Equity Seller for the WIP Adjustment for the applicable period of computation.
The Parties shall use the same financial information and accruals for calculation of the Earn-Out hereunder as they use for calculation of the WIP Adjustment under the Purchase Agreement.
Within ten (10) days following Closing, Buyer and Seller shall together engage: (A) an independent third party with familiarity in conducting inventories in the Business (if such disputed matters relate to the WIP Contract Completion Percentage), and/or (B) an independent accounting firm (if such disputed matters relate to the calculation of the WIP Actual Earned Amount or the WIP Adjustment) to review such disputed matter(s) (as applicable, the “Reviewer”).