Common use of ADJUSTMENT TO EXHIBIT C Clause in Contracts

ADJUSTMENT TO EXHIBIT C. At least five (5) Business Days prior to the proposed Closing Date, the Seller shall cause the chief financial officer of World Minerals to deliver a certificate setting forth any changes to the amounts set forth in the first column of Exhibit C, Cash Adjustments (other than for the items identified as the U.K. Pension, the Spanish Deferred Compensation and the Executive Payments, which shall not be changed), based upon changes in such amounts through and including the date fifteen (15) days prior to the proposed Closing Date, which certificate shall be accompanied by such documentation in support of the changes set forth on such certificate as the Purchaser shall reasonably request. Prior to the Closing, Exhibit C shall be amended to change the amounts in the first column based on such certificate, with further adjustments based on the Employment Tax Rate and the Effective Tax Rate as set forth on Exhibit C (which rates also shall not be changed) to arrive at the new cash adjustment for each such item in column six, Cash Adjustment, of Exhibit C. In addition (and notwithstanding the parenthetical in the immediately preceding sentence), the Seller and the Purchaser will consult in good faith and reasonably agree to correct, prior to the Closing, the amount of the Employment Tax Rate on Exhibit C only in respect of recipients of such payments resident in Spain and France, so as to more accurately reflect the employment-type Taxes imposed on the payor of such compensation as a result of the payment of that type of additional compensation to the specified individual.