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(m) Post-Closing Adjustment. The parties
acknowledge that the Buyer [petitioner] shall be
entitled to (i) 25% of the pre-tax earnings of the
Business (after the charges set forth on Schedule Q)
from January 1, 1978 to July 2, 1978 and (ii) 50% of
the pre-tax earnings of the Business (after the charges
set forth in Schedule Q) from July 3, 1978 to the day
immediately preceding the Closing Date. Within 60 days
after the Closing Date, the parties shall determine the
amount of any adjustment required to enable the Buyer
to receive the benefit of its share of the profits as
set forth above. In the event the Seller [Chemetron],
as of the Closing Date, has withdrawn less than the
amount to which it is entitled, the Buyer shall pay to
the Seller the amount of such deficiency. In the event
the Seller, as of the Closing Date, has withdrawn more
than the amount to which it is entitled, the Seller
shall pay to the Buyer the amount of such excess.
* * *
The final settlement adjustments made after closing in accordance
with the above provision were calculated by Allegheny and set
forth in a letter dated June 21, 1979:
December 31, 1977 equity $69,285,404.00
1978 earnings $10,028,071.48 x 25% = 2,507,017.87
1979 earnings $ 2,298,266.00 x 25% = 574,566.50 3,081,584.37
Total equity required 72,366,988.37
Equity at 3/31/79 72,045,669.78
Amount due from Chemetron $321,318.59
The $321,318.59 net amount due from Chemetron was paid to
petitioner by means of a wire transfer to the IGD's account. The
remainder of the $3,081,584.37 that was determined to be owed to
petitioner was paid in the form of a higher net asset value that
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