Common use of Post Closing Date Shareholders’ Equity Adjustment Clause in Contracts

Post Closing Date Shareholders’ Equity Adjustment. As of Closing, the shareholders’ equity of the Company shall be $15,000,000, less the distribution to Shareholders for income taxes set forth in Section 5.1(d) and plus or minus the actual normal operating results of the Company occurring during the period of September 30, 2010 until Closing (the “Minimum Shareholders’ Equity”). For purposes of this Section 1.4, “normal operating results” shall mean the results from day-to-day activities of the Company occurring in the Ordinary Course of Business and of a similar nature to those occurred during the months of July and August 2010, all as determined in accordance with Generally Accepted Accounting Principles consistently applied with past practice (“GAAP”), and shall exclude, without limitation, expenditures arising from non-recurring or extraordinary items such as lawsuits, environmental issues or accidents. Shareholders will prepare in good faith, and deliver at Closing, an estimated balance sheet of the Company as of the Closing Date prepared in accordance with GAAP. The estimated Closing balance sheet shall, without limitation, reflect all income, expenditures, expenses or distributions, including those disclosed in Section 5.1(a)-(d), from September 30, 2010 to Closing. If the Closing shareholders’ equity determined pursuant to Section 1.4(b) below is more than $250,000 less than the Minimum Shareholders’ Equity, Shareholders will pay Buyer the amount of such difference in accordance with Section 1.4(b) (the “Shareholders’ Equity True-Up Amount”).