Common use of Indebtedness Adjustment Clause in Contracts

Indebtedness Adjustment. (a) If the aggregate Indebtedness of the Company and its Subsidiaries (other than IWP Systems and the Inactive Subsidiaries) outstanding as of the open of business on the Closing Date (the “Closing Indebtedness”), is greater than $14,411,215 (the “Target Indebtedness”), as set forth in clause (i)(B) of Section 2.3, the Cash Consideration shall be reduced by an amount equal to such difference. (b) If the Closing Indebtedness is less than the Target Indebtedness, as set forth in clause (i)(C) of Section 2.3, the Cash Consideration shall be increased by an amount equal to such difference.

Indebtedness Adjustment. (a) If the aggregate Indebtedness of the Company and its Subsidiaries (other than IWP Systems and the Inactive Subsidiaries) outstanding as of the open of business on the Closing Date (the “Closing Indebtedness”), is greater than $14,411,215 (the “Target Indebtedness”), as set forth in clause (i)(Bv) of Section 2.3, the Cash Consideration cash consideration to be paid to Seller at the Closing shall be reduced by an amount equal to such difference. (b) If the Closing Indebtedness is less than the Target Indebtedness, as set forth in clause (i)(Cvi) of Section 2.3, the Cash Consideration cash consideration to be paid to Seller at the Closing shall be increased by an amount equal to such difference.