Closing Statement from Purchase Agreement
AGREEMENT (this "Agreement") dated as of July 28, 2015 between Ultra Clean Holdings, Inc., a Delaware corporation, with its corporate headquarters at 26462 Corporate Avenue, Hayward, CA 94545, USA ("Parent"), CharlesMost s.r.o., a limited liability company (spolecnost s rucenim omezenym) organized under the laws of the Czech Republic, with its registered seat at Karolinska 661/4, Karlin, 186 00 Prague 8, ID-No. (IC): 4171012, registered in the Commercial Register maintained by the Municipal Court in Prague, File No. C 243566 ("Buyer"), Stenen one a.s., a joint stock company (akciova spolecnost) organized under the laws of the Czech Republic, with its registered seat at V Horkach 76/18, Liberec IX-Januv Dul, 460 07 Liberec, ID-No. (IC): 241 91 329, registered in the Commercial Register maintained by the Regional Court in Usti nad Labem, File No. B 2438 ("Seller 1"), and Juves one a.s., a joint stock company (akciova spolecnost) organized under the laws of the Czech Republic, with its re
Closing Statement. (a) No later than 90 days after the Closing Date, Buyer will cause to be prepared and delivered to Sellers the Closing Financial Statements (i.e., Financial Statements as of the Closing Date) and a statement setting forth Buyer's calculation of the Purchase Price Adjustment and the Tax Liability (the "Closing Statement"), together with supporting calculations and documentation (including the financial statements of the Company prepared by Buyer from which such calculation was derived). (b) If Sellers disagree with Buyer's calculation of the Closing Statement delivered pursuant to Section 2.10(a), Sellers may, within 30 days after delivery of the documents referred to in Section 2.10(a), deliver a notice to Buyer disagreeing with such calculation and which specifies Sellers' calculation of such amount and in reasonable detail Sellers' grounds for such disagreement. Any such notice of disagreement shall specify those items or amounts as to which Sellers disagree, and Sellers shall be deemed to have agreed with all other items and amounts contained in the Closing Statement delivered pursuant to Section 2.10(a). (c) If a notice of disagreement shall be duly delivered pursuant to Section 2.10(b), Buyer and Sellers shall, during the 15 days following such delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of the Purchase Price Adjustment and/or the Tax Liability. If Buyer and Sellers are unable to reach such agreement during such period, they shall promptly thereafter cause independent accountants of nationally recognized standing in the Czech Republic reasonably satisfactory to Buyer and Sellers (who shall not have any material relationship with Buyer or Sellers or their Affiliates) and in case the Buyer and the Sellers are unable to reach an agreement within 15 days, then the relevant Czech Affiliate of KPMG LLP, namely KPMG Ceska republika, s.r.o., but in case it refuses to act as the independent accountant within 5 Business Days from a written request to act, given by either Buyer or the Sellers, then the relevant Czech Affiliate of Ernst & Young LLP, namely Ernst & Young, s.r.o., promptly to review this Agreement and the disputed items or amounts for the purpose of calculating the Purchase Price Adjustment and/or the Tax Liability. In making such calculation, such independent accountants shall consider only those items or amounts in the Closing Statement as to which Buyer and Sellers have disagreed. Such independent accountants shall deliver to Buyer and Sellers, as promptly as practicable, a report setting forth such calculation. Such report shall be final and binding upon Buyer and Sellers. The independent accountants shall, for the avoidance of any doubt, act as experts and not as arbitrators amongst the parties. To avoid any doubts, the parties agree that sections 1748 and 1749 of the Civil Code shall not apply with respect to the procedure according to Sections 2.09 and 2.10 hereof. The cost of such review and report shall be borne (i) by Buyer in the proportion that the aggregate dollar amount of the disputed items that are successfully disputed by Sellers (as finally determined by the independent accountants) bears to the aggregate dollar amount of all disputed items and (ii) by Sellers (in accordance with their Pro Rata Shares) in the proportion that the aggregate dollar amount of the disputed items that are unsuccessfully disputed by Sellers (as finally determined by the independent accountants) bears to the aggregate dollar amount of all disputed items. Should be there a disagreement between the Sellers and the Buyer in relation to the Purchase Price Adjustment and/or the Tax Liability (including payment of the respective part of the Escrow Amount from the Escrow Account) despite the fact that all the disputed items thereof were finally determined by the independent accountant hereunder, any such dispute between the Sellers and Buyer shall be finally decided pursuant to Section 14.07. (d) Buyer and Seller agree that they will, and agree to cause their respective independent accountants and their respective advisors to, cooperate and assist in the preparation of the Closing Statement, the calculation of Purchase Price Adjustment and/or the Tax Liability and in the conduct of the audits and reviews referred to in this Section 2.10, including the making available to the extent necessary of books, records, work papers and personnel of the Company.