Common use of Net Asset Adjustment Clause in Contracts

Net Asset Adjustment. (a) At least three (3) days prior to the Closing, Sellers shall prepare, or cause to be prepared, and deliver to Purchaser the Closing Balance Sheet. The Purchase Price shall be (i) decreased by the amount that the Net Assets in such updated Projected Closing Balance Sheet is less than the Net Assets set forth on the Company’s balance sheet as of December 31, 2006 or (ii) increased by the amount that the Net Assets in such updated Projected Closing Balance Sheet exceeds the Net Assets set forth on the Company’s balance sheet as of December 31, 2006 (the “Closing Adjustment Amount”) provided, however, that any such negative adjustment shall only be made to the extent such amount exceeds Three Hundred Thousand U.S. Dollars (US$300,000), in which case the amount of the negative adjustment would be only the amount in excess of Three Hundred Thousand U.S. Dollars (US$300,000). (b) As soon as practicable, but in no event more than sixty (60) days, following the Closing, Purchaser shall prepare, or cause to be prepared, and deliver to the Sellers’ Representative the “Final Closing Balance Sheet” of the Company as of the Closing, which shall be prepared in accordance with the Company’s current accounting methods, policies, practices and procedures under the Adjusted Korean GAAP and in the same manner, with consistent classification and estimation methodology, as the Projected Closing Balance Sheet was prepared. Upon completion of the Final Closing Balance Sheet, Purchaser shall derive the Closing Net Asset Value from the Final Closing Balance Sheet, and deliver a statement of such calculation of the Final Adjustment Amount the Closing Net Asset Statement to the Sellers’ Representative. The “Final Adjustment Amount” shall be the amount equal to Closing Net Asset Value minus the Net Assets set forth on the Company’s balance sheet as of December 31, 2006.