Pro Rata Share Uses in Adjustment of Purchase Price Clause

Adjustment of Purchase Price 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

Adjustment of Purchase Price. (a) "Final Closing Statement" means, if no notice of dispute is duly delivered pursuant to Section 2.10(b), the Closing Statement delivered by Buyer pursuant to Section 2.10(a); or if a notice of dispute is duly delivered pursuant to Section 2.10(b), as finally determined pursuant to Section 2.10(c). For purposes of this Agreement, the "Purchase Price Adjustment" means an amount equal to Purchase Price Adjustment as set forth in the Final Closing Statement. For purposes of this Agreement, the "Tax Liability" means an amount equal to Tax Liability as set forth in the Final Closing Statement. (b) If the sum of the Purchase Price Adjustment and the Tax Liability is positive, then Sellers shall be entitled to payment from Buyer, and Buyer shall ensure that: