Common use of CLOSING ADJUSTMENT OF PURCHASE PRICE Clause in Contracts

CLOSING ADJUSTMENT OF PURCHASE PRICE. After the Closing Date, the Purchase Price set forth in Section 2(b), shall be adjusted as follows: (i) if the Final Net Worth of the Company as finally determined pursuant to Section 2(e) shall be more than the Guaranteed Net Worth, then the cash portion of the Purchase Price shall be increased by an amount equal to 71.6% of the amount of such excess, and the principal amount of the Buyer Note shall be increased by an amount equal to 28.4% of the amount of such excess, and (ii) if the Final Net Worth of the Company as finally determined pursuant to Section 2(e) shall be less than the Guaranteed Net Worth, then the cash portion of the Purchase Price shall be reduced by an amount equal to 71.6% of the amount of such shortfall, and the principal amount of the Buyer Note shall be reduced by an amount equal to 28.4% of the amount of such shortfall. In the event that any principal payments on the Buyer Note are made by the Buyer prior to the determination of the final principal balance as a result of the determination of the Final Net Worth, then the amount of any such principal payments shall reduce the amount of the principal balance of the revised Buyer Note. In addition, the Buyer Note executed and delivered by the Buyer to the Seller at the Closing shall be promptly returned to the Buyer marked "CANCELLED" upon the Buyer's delivery of the revised Buyer Note to the Seller upon determination of the Final Net Worth.