Common use of Post-Closing Adjustment to Closing Payment Clause in Contracts

Post-Closing Adjustment to Closing Payment. The parties hereto agree that, they have resolved all objections and disagreements respecting determination of the Closing Date Balance Sheet and that based on the unaudited combined statement of assets and liabilities of the Business as of the Closing Date (the "Closing Date Balance Sheet"), Sellers and Shareholder, jointly and severally, agree to repay to Buyer an amount equal to $4,351,000 (the "Post-Closing Adjustment). The Post-Closing Adjustment shall be made by Sellers and Shareholder by wire transfer to the Buyer on the date of execution of this Second Amendment. The parties acknowledge that the Closing Date Balance Sheet shall be final and binding for purposes of determining the Purchase Price and the line items covered thereby shall not be considered matters subject to or providing the basis for indemnification pursuant to Section 8.03 of the Agreement except to the extent otherwise provided in Section 5(A)(b) hereof.