This paper analyzes purchase price adjustments in share and asset transactions that involve the purchase and sale of a going concern business. It also addresses working capital adjustments, earn-outs, environmental and other holdbacks, and other typical price adjustment provisions. It provides concrete examples of contractual provisions governing purchase price adjustments and describes their key features.

This paper is part of a collection presented at LESA’s 50^th Annual Refresher in Lake Louise from May 7–9^th, 2017.