Common use of Post-Closing Purchase Price Adjustment Clause in Contracts

Post-Closing Purchase Price Adjustment. In the event that the -------------------------------------- Working Capital as reflected on the Audited Closing Balance Sheet is less than the Working Capital Target, then the Purchase Price will be adjusted downward, on a dollar-for-dollar basis, to reflect the lesser of (i) the decrease, if any, in Working Capital as reflected on the Audited Closing Balance Sheet from the amount of Working Capital reflected on the Preliminary Closing Balance Sheet or (ii) the amount, if any, by which the Working Capital reflected on the Audited Closing Balance Sheet is less than the Working Capital Target. Conversely, the Purchase Price will be adjusted upward, on a dollar-for dollar basis, to reflect the increase, if any, in the total Working Capital as reflected on the Audited Closing Balance Sheet from the amount of Working Capital reflected on the Preliminary Closing Balance Sheet, provided, however, that in no event shall such upward adjustment exceed the total amount of any adjustment to the Purchase Price made pursuant to Section 2.6(b) above. The post-closing adjustment to the -------------- Purchase Price, if any, shall be paid by Seller to Global from the Escrow Sum (or, at Seller's option, in cash) or by Global to Seller, as the case may be, in immediately available funds within ten (10) business days of delivery of the Audited Closing Balance Sheet, unless the Seller disputes any items on the Audited Closing Balance Sheet, in which case it shall be paid within ten (10) business days after the Independent Accountants finally determine the disputed item(s), and Global delivers to Seller an Audited Closing Balance Sheet modified to reflect such determination.

Post-Closing Purchase Price Adjustment. In the event that the -------------------------------------- Working Capital as reflected on the Audited Closing Balance Sheet is less than the Working Capital Target$440,000, then the Purchase Price will be adjusted downward, on a dollar-for-for- dollar basis, to reflect the lesser of (i) the decrease, if any, in the total Working Capital as reflected on the Audited Closing Balance Sheet from the amount of Working Capital reflected on the Preliminary Closing Balance Sheet or (ii) the amount, if any, amount by which the Working Capital reflected on the Audited Closing Balance Sheet is less than the Working Capital Target$440,000. Conversely, the Purchase Price will be adjusted upward, on a dollar-for dollar basis, to reflect the increase, increase if any, in the total Working Capital as reflected on the Audited Closing Balance Sheet from the amount of Working Capital reflected on the Preliminary Closing Balance Sheet, provided, however, that in no event shall such upward adjustment exceed the total amount of any adjustment to the Purchase Price made pursuant to Section 2.6(b) ------- 2.5 above. The post-closing adjustment to the -------------- Purchase Price, if any, shall be --- paid by Seller Sellers to Global from the Escrow Sum (or, at Seller's option, in cash) or by Global to SellerSellers, as the case may be, in immediately available funds within ten (10) business days of delivery of the Audited Closing Balance Sheet, unless the Seller disputes any items on the Audited Closing Balance Sheet, in which case it shall be paid within ten (10) business days after the Independent Accountants finally determine the disputed item(s), and Global delivers to Seller an Audited Closing Balance Sheet modified to reflect such determination.

Post-Closing Purchase Price Adjustment. In the event that the -------------------------------------- Working Capital as reflected on the Audited Closing Balance Sheet is less than the Working Capital Target, then the Purchase Price will be adjusted downward, on a dollar-for-dollar basis, to reflect the lesser of (i) the decrease, if any, in Working Capital as reflected on the Audited Closing Balance Sheet from the amount of Working Capital reflected on the Preliminary Closing Balance Sheet or (ii) the amount, if any, by which the Working Capital reflected on the Audited Closing Balance Sheet is less than the Working Capital Target. Conversely, the Purchase Price will be adjusted upward, on a dollar-for dollar basis, to reflect the increase, if any, in the total Working Capital as reflected on the Audited Closing Balance Sheet from the amount of Working Capital reflected on the Preliminary Closing Balance Sheet, provided, however, that in no event shall such upward adjustment exceed the total amount of any adjustment to the Purchase Price made pursuant to Section 2.6(b) above. The post-closing adjustment to the -------------- Purchase Price, if any, shall be paid by Seller to Global from the Escrow Sum (or, at Seller's option, in cash) or by Global to Seller, as the case may be, in immediately available funds within ten (10) business days of delivery of the Audited Closing Balance Sheet, unless the Seller disputes any items on the Audited Closing Balance Sheet, in which case it shall be paid within ten (10) business days after the Independent Accountants finally determine the disputed item(s), and Global delivers to Seller an Audited Closing Balance Sheet modified to reflect such determination.

Post-Closing Purchase Price Adjustment. In the event that the -------------------------------------- Working Capital as reflected on the Audited Closing Balance Sheet is less than the Working Capital Target, then the Purchase Price will be adjusted downward, on a dollar-for-dollar basis, to reflect the lesser of (i) the decrease, if any, in Working Capital as reflected on the Audited Closing Balance Sheet from the amount of Working Capital reflected on the Preliminary Closing Balance Sheet or (ii) the amount, if any, by which the Working Capital reflected on the Audited Closing Balance Sheet is less than the Working Capital Target. Conversely, the Purchase Price will be adjusted upward, on a dollar-for dollar basis, to reflect the increase, if any, in the total Working Capital as reflected on the Audited Closing Balance Sheet from the amount of Working Capital reflected on the Preliminary Closing Balance Sheet, provided, however, that in no event shall such upward adjustment exceed the total amount of any adjustment to the Purchase Price made pursuant to Section 2.6(b) above. The post-closing adjustment to the -------------- Purchase Price, if any, shall be paid by Seller to Global from the Escrow Sum (or, at Seller's option, in cash) or by Global to Seller, as the case may be, in immediately available funds within ten (10) business days of delivery of the Audited Closing Balance Sheet, unless the Seller disputes any items on the Audited Closing Balance Sheet, in which case it shall be paid within ten (10) business days after the Independent Accountants finally determine the disputed item(s), and Global delivers to Seller an Audited Closing Balance Sheet modified to reflect such determination.

Post-Closing Purchase Price Adjustment. In the event that the -------------------------------------- Working Capital as reflected on the Audited Closing Balance Sheet is less than the Working Capital Target$2,500,000, then the Purchase Price will be adjusted downward, on a dollar-for-dollar basis, to reflect the lesser of (i) the decrease, if any, in the total Working Capital as reflected on the Audited Closing Balance Sheet from the amount of Working Capital reflected on the Preliminary Closing Balance Sheet or (ii) the amount, if any, amount by which the Working Capital reflected on the Audited Closing Balance Sheet is less than the Working Capital Target$2,500,000. Conversely, the Purchase Price will be adjusted upward, on a dollar-for dollar basis, to reflect the increase, increase if any, in the total Working Capital as reflected on the Audited Closing Balance Sheet from the amount of Working Capital reflected on the Preliminary Closing Balance Sheet, provided, however, that in no event shall such upward adjustment exceed the total amount of any adjustment to the Purchase Price made pursuant to Section ------- 2.6(b) above. The post-closing adjustment to the -------------- Purchase Price, if any, shall ----- be paid by Seller Sellers to Global from the Escrow Sum (or, at Seller's option, in cash) or by Global to SellerSellers, as the case may be, in immediately available funds within ten (10) business days of delivery of the Audited Closing Balance Sheet, unless . Sellers may pay any post-Closing Purchase Price adjustment under this Section 2.8 from the Seller disputes any items on the Audited Closing Balance Sheet, Escrow Sum in which case it shall be paid within ten (10) business days after the Independent Accountants finally determine the disputed item(s), and Global delivers to Seller an Audited Closing Balance Sheet modified to reflect such determination.accordance with Section ----------- ------- 2.5 hereof. --- -7-

Post-Closing Purchase Price Adjustment. In (a) If the event that the -------------------------------------- Final Working Capital as reflected Amount is greater than the Preliminary Working Capital Amount, on the Audited Post-Closing Balance Sheet Settlement Date, Purchaser shall deliver to each Seller an amount equal to one-half of the absolute value of the difference between the Final Working Capital Amount and the Preliminary Working Capital Amount, by wire transfer of immediately available funds to accounts specified by each Seller. (b) If the Final Working Capital Amount is less than the Preliminary Working Capital TargetAmount, on the Post-Closing Settlement Date, each Seller shall pay to an account designated by Purchaser, in immediately available funds, an amount equal to one-half of the absolute value of the difference between the Final Working Capital Amount and the Preliminary Working Capital Amount. (c) If Purchaser and Sellers fail to agree on the amount of the Final Working Capital Amount within 90 days after the Transaction Date, then any Party with notice to each other Party may submit the Purchase Price specific matters in dispute to Deloitte & Touche LLP or such other nationally recognized independent accounting firm as may be approved by Purchaser and Sellers, which accounting firm shall render its opinion as to such matters. Based on such opinion, such accounting firm will then send to Purchaser and Sellers its determination in writing on the specific matters in dispute and its resulting determination of the Final Working Capital Amount, which determination shall be adjusted downwardfinal and binding on the Parties hereto. The Final Working Capital Amount, on a dollar-for-dollar basis, to reflect the lesser of (i) the decreaseincluding revisions, if any, in Working Capital as reflected made by such accounting firm, shall then become final and binding on the Audited Closing Balance Sheet from the amount of Working Capital reflected on the Preliminary Closing Balance Sheet or (ii) the amount, if any, by which the Working Capital reflected on the Audited Closing Balance Sheet is less than the Working Capital Target. Conversely, Parties hereto and the Purchase Price will shall be adjusted upward, on a dollar-for dollar basis, to reflect the increase, if any, as described in the total Working Capital as reflected on the Audited Closing Balance Sheet from the amount of Working Capital reflected on the Preliminary Closing Balance Sheet, provided, however, that in no event shall such upward adjustment exceed the total amount of any adjustment to the Purchase Price made pursuant to Section 2.6(bparagraphs (a) and (b) above. The post-closing adjustment to One half of the -------------- Purchase Price, if any, fees and other costs charged by the independent accounting firm shall be paid borne by Seller to Global from the Escrow Sum (or, at Seller's option, in cash) or by Global to Seller, as the case may be, in immediately available funds within ten (10) business days Purchaser and one half of delivery of the Audited Closing Balance Sheet, unless the Seller disputes any items on the Audited Closing Balance Sheet, in which case it such fees and costs shall be paid within ten (10) business days after the Independent Accountants finally determine the disputed item(s), and Global delivers to Seller an Audited Closing Balance Sheet modified to reflect such determinationborne by Sellers equally.

Post-Closing Purchase Price Adjustment. In The Purchase Price shall also be subject to adjustment, if any, after the Closing Date as specified in this Section 2.3(b). As soon as practicable, but in any event that within sixty (60) calendar days following the -------------------------------------- Closing Date, Buyer shall deliver to the Seller Representative (i) a consolidated unaudited balance sheet for the Companies (the “Closing Balance Sheet”) and Net Working Capital Amount calculation, each as of the Closing Date; (ii) a calculation specifying the extent to which such actual Net Working Capital Amount is greater or less than the estimated Net Working Capital Amount set forth on Exhibit D; and (iii) actual Delinquent AR as of the Closing Date (such deliverable is referred to herein as the “Post-Closing NWC Notice”). Subject to the resolution of any disputes pursuant to Section 2.3(c), after the date of receipt by the Seller Representative of the Post-Closing NWC Notice: (y) if the Net Working Capital Amount reflected on the Audited Closing Balance Sheet is less than as set forth in the Post-Closing NWC Notice exceeds the estimated Net Working Capital TargetAmount reflected on Exhibit D, then the Purchase Price shall be increased in an amount equal to such excess and no later than thirty (30) calendar days thereafter, Buyer will be adjusted downward, on a dollar-for-dollar basis, pay to reflect Sellers the lesser amount of such increase; and (iz) if the decrease, if any, in Net Working Capital as Amount reflected on the Audited Closing Balance Sheet from as set forth in the amount of Working Capital reflected on the Preliminary Post-Closing Balance Sheet or (ii) the amount, if any, by which the Working Capital reflected on the Audited Closing Balance Sheet NWC Notice is less than the estimated Net Working Capital Target. ConverselyAmount set forth in Exhibit D, the Purchase Price will be adjusted upward, on a dollar-for dollar basis, Seller Representative and Buyer shall give an Officer’s Certificate to reflect the increase, if any, in the total Working Capital as reflected on the Audited Closing Balance Sheet Escrow Agent to release from the amount of Working Capital reflected on the Preliminary Closing Balance SheetEscrow Fund, provided, however, that in no event shall such upward adjustment exceed the total amount of any later than thirty (30) calendar days thereafter (as a downward adjustment to the Purchase Price Price), an amount equal to the deficit. Any payment required to be made pursuant to this Section 2.6(b2.3(b) above. The post-closing adjustment to shall bear no interest if paid on or before the -------------- Purchase Pricedue date, if any, shall be paid by Seller to Global from the Escrow Sum and will bear interest at six percent (or, at Seller's option, in cash6%) or by Global to Seller, as the case may be, in immediately available funds within ten per annum beginning thirty (1030) business days of delivery of the Audited Closing Balance Sheet, unless the Seller disputes any items on the Audited Closing Balance Sheet, in which case it shall be paid within ten (10) business days after the Independent Accountants finally determine the disputed item(s), and Global delivers to Seller an Audited Closing Balance Sheet modified to reflect such determinationdue date.

Post-Closing Purchase Price Adjustment. In the event that the -------------------------------------- Working Capital as reflected on the Audited Closing Balance Sheet is less than the Working Capital Target, then the Purchase Price will be adjusted downward, on a dollar-for-dollar basis, to reflect the lesser of (i) the decrease, if any, in Working Capital as reflected on the Audited Closing Balance Sheet from the amount of Working Capital reflected on the Preliminary Closing Balance Sheet or (ii) the amount, if any, by which the Working Capital reflected on the Audited Closing Balance Sheet is less than the Working Capital Target. Conversely, the Purchase Price will be adjusted upward, on a dollar-for dollar basis, to reflect the increase, if any, in the total Working Capital as reflected on the Audited Closing Balance Sheet from the amount of Working Capital reflected on the Preliminary Closing Balance Sheet, ; provided, however, that in no event shall such upward adjustment exceed the total amount of any downward adjustment to the Purchase Price made pursuant to Section 2.6(b2.14(b) above. The post-closing adjustment to the -------------- Purchase Price, if --------------- any, payable by the Sellers and Shareholders to Global shall be paid by the Sellers and Shareholders to Global in cash and shall be allocated among Sellers and Shareholders based on the Allocable Portions. In addition, the post-closing adjustment to the Purchase Price, if any, payable by Global to the Sellers and Shareholders shall be paid by Seller to Global from the Escrow Sum (or, at Seller's option, in cash) or by Global to Seller, as the case may be, . Such payments shall be made in immediately available funds within ten (10) business days of delivery of the Audited Closing Balance Sheet, unless the Seller disputes Sellers dispute any items on the Audited Closing Balance Sheet, in which case it shall be paid within ten (10) business days after the Independent Accountants finally determine the disputed item(s), and Global delivers or Independent Accountants deliver(s) to Seller an Audited the Sellers (and the Global, if applicable) a Closing Balance Sheet modified to reflect such determination.

Post-Closing Purchase Price Adjustment. In the event that the --- -------------------------------------- Working Capital as reflected on the Audited Closing Balance Sheet is less than the Working Capital Target, then the Purchase Price will be adjusted downward, on a dollar-for-dollar basis, to reflect the lesser of (i) the decrease, if any, in Working Capital as reflected on the Audited Closing Balance Sheet from the amount of Working Capital reflected on the Preliminary Closing Balance Sheet or (ii) the amount, if any, by which the Working Capital reflected on the Audited Closing Balance Sheet is less than the Working Capital Target. Conversely, the Purchase Price will be adjusted upward, on a dollar-for dollar basis, to reflect the increase, if any, in the total Working Capital as reflected on the Audited Closing Balance Sheet from the amount of Working Capital reflected on the Preliminary Closing Balance Sheet, ; provided, however, that in no event shall such upward adjustment exceed the total amount of any downward adjustment to the Purchase Price made pursuant to Section 2.6(b) above. The post-closing adjustment to the -------------- Purchase Price, if -------------- any, shall be paid by Seller the Sellers to Global Buyer from the Escrow Sum (or, at Seller's option, in cash) or by Global Buyer to Sellerthe Sellers, as the case may be, in immediately available funds within ten (10) business Business days of delivery of the Audited Closing Balance Sheet, unless the Seller disputes Sellers dispute any items on the Audited Closing Balance Sheet, in which case it shall be paid within ten (10) business Business days after the Independent Accountants finally determine the disputed item(s), and Global Buyer delivers to Seller an Audited the Sellers a Closing Balance Sheet modified to reflect such determination.

Post-Closing Purchase Price Adjustment. In the event that the -------------------------------------- Working Capital as reflected on the Audited Closing Balance Sheet is less than the Working Capital Target, then the Purchase Price will be adjusted downward, on a dollar-for-dollar basis, to reflect the lesser of (i) the decrease, if any, in Working Capital as reflected on the Audited Closing Balance Sheet from the amount of Working Capital reflected on the Preliminary Closing Balance Sheet or (ii) the amount, if any, by which the Working Capital reflected on the Audited Closing Balance Sheet is less than the Working Capital Target. Conversely, the Purchase Price will be adjusted upward, on a dollar-for dollar basis, to reflect the increase, if any, in the total Working Capital as reflected on the Audited Closing Balance Sheet from the amount of Working Capital reflected on the Preliminary Closing Balance Sheet, provided, however, that in no event shall such upward adjustment exceed the total amount of any adjustment to the Purchase Price made pursuant to Section 2.6(b2.6(c) above. The post-closing adjustment to the -------------- Purchase Price, if any, shall be paid by Seller to Global ▇▇▇▇▇▇ from the Escrow Sum (or, at Seller's option, in cash) or by Global ▇▇▇▇▇▇ to Seller, as the case may be, in immediately available funds within ten (10) business days of delivery of the Audited Closing Balance Sheet, unless the Seller disputes any items on the Audited Closing Balance Sheet, in which case it shall be paid within ten (10) business days after the Independent Accountants finally determine the disputed item(s), and Global ▇▇▇▇▇▇ delivers to Seller an Audited Closing Balance Sheet modified to reflect such determination.. Notwithstanding the foregoing, Konica shall be responsible for or shall receive, as the case may be, ten percent (10%) of any adjustment to the Purchase Price made pursuant to this Section 2.8. -----------

Post-Closing Purchase Price Adjustment. In the event that the -------------------------------------- Working Capital as reflected on the Audited Closing Balance Sheet is less than the Working Capital Target, then the Purchase Price will be adjusted downward, on a dollar-for-dollar basis, to reflect the lesser of (i) the decrease, if any, in Working Capital as reflected on the Audited Closing Balance Sheet from the amount of Working Capital reflected on the Preliminary Closing Balance Sheet or (ii) the amount, if any, by which the Working Capital reflected on the Audited Closing Balance Sheet is less than the Working Capital Target. Conversely, the Purchase Price will be adjusted upward, on a dollar-for dollar basis, to reflect the increase, if any, in the total Working Capital as reflected on the Audited Closing Balance Sheet from the amount of Working Capital reflected on the Preliminary Closing Balance Sheet, ; provided, however, that in no event shall such upward adjustment exceed the total amount of any downward adjustment to the Purchase Price made pursuant to Section 2.6(b) above. The post-closing adjustment to the -------------- Purchase Price, if ------------- any, shall be paid by Seller the Sellers to Global Buyer from the Escrow Sum (or, at Seller's option, in cash) or by Global Buyer to Sellerthe Sellers, as the case may be, in immediately available funds within ten (10) business Business days of delivery of the Audited Closing Balance Sheet, unless the Seller disputes Sellers dispute any items on the Audited Closing Balance Sheet, in which case it shall be paid within ten (10) business Business days after the Independent Accountants finally determine the disputed item(s), and Global Buyer delivers to Seller an Audited the Sellers a Closing Balance Sheet modified to reflect such determination.

Post-Closing Purchase Price Adjustment. In The Purchase Price described -------------------------------------- in Section 2.3 is subject to the event that following post-Closing adjustment: (a) As soon as practicable after the -------------------------------------- Working Capital Closing Date, Buyer shall prepare and deliver to Seller a final balance sheet dated as reflected on of the Audited Closing Date (the "Closing Balance Sheet"), which Closing Balance Sheet is less than shall be reviewed by Seller's independent accounting firm as part of their audit of the Working Capital Targetfinancial statements for the fiscal year ending June 30, then 2001. From this Closing Balance Sheet, Seller shall prepare and deliver to Buyer a schedule setting forth the amount of the Purchase Price will adjustment, if any, described in Section 2.4(b) below. (b) If the net assets of the Company as indicated on the Closing Balance Sheet exceed Seven Hundred-Fifty Thousand Dollars ($750,000), the Purchase Price shall be adjusted downward, on a dollar-for-dollar basis, upward in an amount equal to reflect the lesser of (i) the decrease, if any, in Working Capital as net assets reflected on the Audited Closing Balance Sheet from the amount of Working Capital reflected on the Preliminary Closing Balance Sheet or (ii) the amount, if any, by which the Working Capital reflected on the Audited Closing Balance Sheet is less than the Working Capital Target. Conversely, the Purchase Price will be adjusted upward, on a dollar-for dollar basis, to reflect the increase, if any, in the total Working Capital as reflected on the Audited Closing Balance Sheet from the amount of Working Capital reflected on the Preliminary Closing Balance Sheet, provided, however, that less (ii) Seven Hundred-Fifty Thousand Dollars ($750,000). The Purchase Price adjustment shall be effected by Buyer's transfer of Purchased Assets equal in no event shall such upward adjustment exceed the total amount of any adjustment value to the Purchase Price made pursuant to Section 2.6(b) above. The post-closing adjustment to the -------------- Purchase Price, if any, shall be paid by Seller to Global from the Escrow Sum (or, at Seller's option, in cash) or by Global to Seller, as the case may be, in immediately available funds such transfer to occur within ten (10) business days of delivery of the Audited Closing Balance SheetPurchase Price adjustment schedule. Seller shall have the right to approve Buyer's identification of such transferred assets, unless the Seller disputes any items on the Audited Closing Balance Sheet, in which case it shall such approval not to be paid within ten (10) business days after the Independent Accountants finally determine the disputed item(s), and Global delivers to Seller an Audited Closing Balance Sheet modified to reflect such determinationunreasonably withheld.

Post-Closing Purchase Price Adjustment. In the event that the -------------------------------------- Working Capital as reflected on the Audited Closing Balance Sheet is less than the Working Capital Target, then the Purchase Price will be adjusted downward, on a dollar-for-dollar basis, to reflect the lesser of (i) the decrease, if any, in Working Capital as reflected on the Audited Closing Balance Sheet from the amount of Working Capital reflected on the Preliminary Closing Balance Sheet or (ii) the amount, if any, by which the Working Capital reflected on the Audited Closing Balance Sheet is less than the Working Capital Target. Conversely, the Purchase Price will be adjusted upward, on a dollar-for dollar basis, to reflect the increase, if any, in the total Working Capital as reflected on the Audited Closing Balance Sheet from the amount of Working Capital reflected on the Preliminary Closing Balance Sheet, ; provided, however, that in no event shall such upward adjustment exceed the total amount of any downward adjustment to the Purchase Price made pursuant to Section 2.6(b2.13(b) above. In addition, in the event that the Effective Date Cash as reflected on the Closing Balance Sheet is less than 2,240,000, then the Purchase Price will be adjusted downward, on a $0.50 per dollar basis, to reflect the lesser of (i) the increase, if any, in the Cash Shortfall as reflected on the Closing Balance Sheet from the Cash Shortfall reflected on the Preliminary Closing Balance Sheet or (ii) the amount, if any, by which Effective Date Cash reflected on the Closing Balance Sheet is less than 2,240,000. Conversely, the Purchase Price will be adjusted upward, on a $0.50 per dollar basis, to reflect any decrease in the Cash Shortfall; provided, however, that in no event shall such upward adjustment exceed the total amount of any downward adjustment to the Purchase Price made pursuant to Section 2.13(c). The post- closing adjustment to the Purchase Price, if any, payable by the Seller and Shareholders to Global shall be paid by the Seller and Shareholders to Global from the Standard Escrow Sum. Any post closing adjustment payable by the Seller and Shareholders to Global made in accordance with this Section 2.15 shall be allocated based on the Allocable Portions. In addition, the post-closing adjustment to the -------------- Purchase Price, if any, payable by Global to the Seller and Shareholders shall be paid by to the Shareholders' Representative (for the benefit of the Seller to Global from and the Escrow Sum (or, at Seller's option, in cashShareholders) or by Global to Seller, as the case may be, in immediately available funds and shall be made within ten (10) business days of delivery of the Audited Closing Balance Sheet, unless the Seller disputes any items on the Audited Closing Balance Sheet, in which case it shall be paid within ten (10) business days after the Independent Accountants finally determine the disputed item(s), and Global delivers or Independent Accountants deliver(s) to the Seller an Audited (and Global, if applicable) a Closing Balance Sheet modified to reflect such determination.

Post-Closing Purchase Price Adjustment. In the event that the Working -------------------------------------- Working Capital as reflected on the Audited Closing Balance Sheet is less than the Working Capital Target$2,394,322, then the Purchase Price will be adjusted downward, on a dollar-for-dollar basis, to reflect the lesser of (i) the decrease, if any, in Working Capital as reflected on the Audited Closing Balance Sheet from the amount of Working Capital reflected on the Preliminary Closing Balance Sheet or (ii) the amount, if any, by which the Working Capital reflected on the Audited Closing Balance Sheet is less than the Working Capital Target$2,394,322. Conversely, the Purchase Price will be adjusted upward, on a dollar-for dollar basis, to reflect the increase, if any, in the total Working Capital as reflected on the Audited Closing Balance Sheet from the amount of Working Capital reflected on the Preliminary Closing Balance Sheet, ; provided, however, that in no event shall such upward adjustment exceed the total amount of any downward adjustment to the Purchase Price made pursuant to Section 2.6(b) above. The -------------- post-closing adjustment to the -------------- Purchase Price, if any, shall be paid either (i) by Seller the Sellers to the Buyer or Global (at the sole discretion of Global) in shares of Global Stock from the Escrow Sum pursuant to the Escrow Agreement or (or, at Seller's option, ii) by the Buyer to the Sellers in cash) immediately available funds. Such payments or by Global to Sellerdeliveries, as the case may be, in immediately available funds of the post-closing adjustment shall be made within ten (10) business days of delivery of the Audited Closing Balance Sheet, unless the Seller disputes Sellers dispute any items on the Audited Closing Balance Sheet, in which case it shall be paid within ten (10) business days after the Independent Accountants finally determine the disputed item(s), and the Buyer or Global delivers to Seller an Audited the Sellers a Closing Balance Sheet modified to reflect such determination.