Common use of Base Purchase Price Adjustment Clause in Contracts

Base Purchase Price Adjustment. The Closing Balance Sheet shall be deemed final for the purposes of this Section 2.07 upon the earlier of (i) the failure of Purchaser to notify Seller of a dispute within 45 calendar days of Seller's delivery of the Closing Balance Sheet to Purchaser or (ii) the written resolution of all disputes pursuant to Section 2.07(b)(ii) (the "Final Closing Balance Sheet"). Within three Business Days of the Closing Balance Sheet being deemed final, a Base Cash Purchase Price adjustment shall be made as follows: (i) in the event that the amount of Working Capital reflected on the Closing Balance Sheet is less than $34,611,000, then the Base Cash Purchase Price shall be adjusted downward in an amount equal to such shortfall, and Seller shall, within three Business Days of such determination, pay such amount to Purchaser by wire transfer in immediately available funds; and (ii) in the event that the amount of Working Capital reflected on the Closing Balance Sheet exceeds $34,611,000, then the Base Cash Purchase Price shall be adjusted upward in an amount equal to the amount of such excess, and Purchaser shall, within three Business Days of such determination, pay the amount of such excess to Seller or its nominee by wire transfer in immediately available funds.

Base Purchase Price Adjustment. The Closing Balance Sheet shall be deemed final for the purposes of this Section 2.07 2.08 upon the earlier of (i) the failure of Purchaser to notify Seller of a dispute within 45 calendar days 30 Business Days of Seller's delivery of the Closing Balance Sheet to Purchaser or (ii) the written resolution of all disputes pursuant to Section 2.07(b)(ii) (the "Final Closing Balance Sheet"2.08(b)(ii). Within three Business Days of the Closing Balance Sheet being deemed final, a Base Cash Purchase Price adjustment shall be made as follows: (i) in the event that the amount of Working Capital reflected on the Closing Balance Sheet is less than $34,611,000£6,491,000, then the Base Cash Purchase Price shall be adjusted downward in an amount equal to such shortfall, and Seller shall, within three Business Days of such determination, pay such amount converted into Dollars pursuant to 2.08(d) below to Purchaser by wire transfer in immediately available funds; and (ii) in the event that the amount of Working Capital reflected on the Closing Balance Sheet exceeds $34,611,000£6,491,000, then the Base Cash Purchase Price shall be adjusted upward in an amount equal to the amount of such excess, and Purchaser shall, within three Business Days of such determination, pay the £ amount of such excess to Seller or its nominee by wire transfer in immediately available funds.converted into Dollars pursuant to

Base Purchase Price Adjustment. The Closing Balance Sheet shall be deemed final for the purposes of this Section 2.07 2.06 upon the earlier of (i) the failure of Purchaser to notify Seller of a dispute within 45 calendar days 20 Business Days of Seller's delivery of the Closing Balance Sheet to Purchaser or (ii) the written resolution of all disputes pursuant to Section 2.07(b)(ii) (the "Final Closing Balance Sheet"2.06(b)(ii). Within three Business Days of the Closing Balance Sheet being deemed final, a Base Cash Purchase Price adjustment shall be made as follows: (i) in the event that the amount of Working Capital reflected on the Closing Balance Sheet is less than $34,611,000(1,875,422), such amount being derived from ITI's balance sheet at June 28, 2002, as adjusted, a copy of which is attached hereto as Exhibit 2.06(c) (the "Reference Balance Sheet"), then the Base Cash Purchase Price shall be adjusted downward in an amount equal to such shortfall, and Seller shall, within three Business Days of such determination, pay such amount to Purchaser by wire transfer in immediately available funds; and (ii) in the event that the amount of Working Capital reflected on the Closing Balance Sheet exceeds $34,611,000(1,875,422), then the Base Cash Purchase Price shall be adjusted upward in an amount equal to the amount of such excess, and Purchaser shall, within three Business Days of such determination, pay the amount of such excess to the Person designated in writing by Seller or its nominee by wire transfer in immediately available funds.