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Statements, is reflected in the Balance Sheet) or less,
then the Purchase Price shall be increased by the
amount by which the Net Liability, as reflected in the
Audited Financial Statements is less than $17,024,829.
2.3.3 If the amount of the Company’s Net Deferred
Taxes, as reflected in the Audited Financial
Statements, is greater than $4,100,000, then the
Purchase Price shall be reduced by the amount by which
Net Deferred Taxes exceeds $4,100,000. As used in this
Section 2.3.3, “Net Deferred Taxes” means the amount
equal to Deferred Income Taxes less Long Term Deferred
Income Tax Assets. “Deferred Income Taxes” and “Long
Term Deferred Income Tax Assets” shall be determined by
reference to the balance sheet contained in the Audited
Financial Statements.
If the Purchase Price is reduced pursuant to
Subsection 2.3.1 above, then, immediately following the
receipt of the written approval from KPMG (or the
receipt of the audit by Price Waterhouse, as the case
may be), the funds in the Escrow Account, less any
amounts required by the adjustment required by
Subsection 2.3.1 above, shall be disbursed to
Shareholders, and the remaining balance in the escrow
account shall be disbursed to Purchaser. If the
Purchase Price has been increased pursuant to
Subsection 2.3.2 above, then all funds in the Escrow
Account shall be disbursed to Shareholders and
Purchaser shall, within five (5) business days, pay any
remaining portion of the Purchase Price (excluding the
portion evidenced by the Promissory Notes) to
Shareholders in cash.
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