Common use of Closing Date Adjustment Clause in Contracts

Closing Date Adjustment. The Parties acknowledge that the Purchase Price being paid to the Seller pursuant to Section 3.2 is based on the assumption that the Net Working Capital of the Company Group shall be equal to $6,000,000 (the “Assumed Net Working Capital”). The Parties agree that (i) if the estimated Net Working Capital as reflected on the Estimated Closing Statement (the “Estimated Net Working Capital”) is less than the Assumed Net Working Capital, then the difference between the Assumed Net Working Capital and the Estimated Net Working Capital shall constitute the “Estimated Working Capital Deficit”; and (ii) if the Estimated Net Working Capital is greater than the Assumed Net Working Capital, then the difference between the Estimated Net Working Capital and the Assumed Net Working Capital shall constitute the “Estimated Working Capital Surplus.” The Closing Date Payment shall include an adjustment to the Purchase Price to reflect the Estimated Working Capital Deficit or the Estimated Working Capital Surplus, as the case may be.

Closing Date Adjustment. The Parties parties hereto acknowledge that the portion of the Purchase Price being paid to the Seller pursuant to Section 3.2 2.01 is based on the assumption that the Net Working Capital of the Company Group Business shall be equal to Two Million Six Hundred Thousand Dollars ($6,000,000 2,600,000.00) (the “Assumed Net Working Capital”). The Parties parties hereto agree that (i) if the estimated Net Working Capital as reflected on the Estimated Closing Statement (the “Estimated Net Working Capital”) is less than the Assumed Net Working Capital, then the difference between the Assumed Net Working Capital and the Estimated Net Working Capital shall constitute the “Estimated Working Capital Deficit”; ,” and (ii) if the Estimated Net Working Capital is greater than the Assumed Net Working Capital, then the difference between the Estimated Net Working Capital and the Assumed Net Working Capital shall constitute the “Estimated Working Capital Surplus.” The Closing Date Payment At the Closing, the amount to be paid pursuant to Section 2.01 shall include an adjustment to be modified as set forth therein based on the Purchase Price to reflect the amount of any Estimated Working Capital Deficit Surplus or the Estimated Working Capital SurplusDeficit, as the case may be.