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$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 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, 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 -------------------------------------- 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.

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 (a) The Purchase Price will shall be adjusted downward, on a dollar-for-dollar basis, to reflect the lesser of adjusted: (i) downward by the decreaseamount, if any, in Working Capital as reflected on the Audited by which Closing Balance Sheet from the amount of Working Capital reflected on the Preliminary Closing Balance Sheet or Transaction Expenses are greater than Estimated Transaction Expenses; (ii) upward by the amount, if any, by which the Closing Transaction Expenses are less than Estimated Transaction Expenses; (iii) downward by the amount, if any, by which Closing Net Working Capital reflected on the Audited Closing Balance Sheet is less than the Estimated Net Working Capital Target. Conversely, Capital; and (iv) upward by the Purchase Price will be adjusted upward, on a dollar-for dollar basis, to reflect the increaseamount, if any, in the total by which Closing Net Working Capital as reflected on is greater than Estimated Net Working Capital. (b) If 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(b2.7(a), if any, results in: (i) above. The post-closing a net upward adjustment to the Purchase Price, if anythen Buyer will pay the amount of such net adjustment to the Sellers by wire transfer of immediately available funds to the accounts, shall be paid by Seller and in accordance with the percentages, set forth opposite each Seller’s name on Schedule 2.2; or (ii) a net downward adjustment to Global the Purchase Price, then Buyer and Sellers’ Representatives will instruct the Escrow Agent to release to Buyer the amount of such net adjustment from the Escrow Sum, or to the extent the Escrow Sum (oris less than the amount of such net adjustment, at Seller's optionthe Sellers’ Representatives and Buyer will instruct the Escrow Agent to release to Buyer the entire remaining Escrow Sum, in cash) or and the Sellers shall pay the unpaid portion of such net adjustment to Buyer by Global to Seller, as the case may be, in wire transfer of immediately available funds to an account designated by Buyer in writing. Buyer and the Sellers’ Representatives will provide any such needed instructions to the Escrow Agent, and the Buyer or the Sellers will make any such payment, within thirty (30) Business Days of delivery of the Closing Statement Review to Sellers’ Representatives, unless Sellers’ Representatives dispute any items on the Closing Statement Review, in which case such payment shall be made (A) within ten (10) business days of delivery of Business Days after Buyer and the Audited Closing Balance SheetSellers’ Representatives have resolved such disputed items to their mutual satisfaction or (B) if the Parties are required under Section 2.6 to submit such disputed item(s) to the Independent Accountants, unless the Seller disputes any items on the Audited Closing Balance Sheet, in which case it shall be paid within ten (10) business days Business Days after the Independent Accountants finally determine deliver to the Sellers’ Representatives and Buyer a Closing Statement Review modified to reflect the Independent Accountants’ final determination of such disputed item(s). The provisions of Sections 2.5 and 2.6 and this Section 2.7 shall not be subject to, and Global delivers to Seller an Audited Closing Balance Sheet modified to reflect such determinationthe claims thereunder or hereunder shall not be included in any of the claims that are subject to, the limitations of ARTICLE VIII.

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 adjustment to the Purchase Price made pursuant to Section 2.6(blater than thirty (30) above. The post-closing calendar days thereafter (as a downward adjustment to the Purchase Price), an amount equal to the deficit. Any payment required to be made pursuant to this Section 2.3(b) shall bear no interest if anypaid on or before the due date, 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 Seller the Sellers and Shareholders to Global from in cash and shall be allocated among Sellers and Shareholders based on the Escrow Sum (orAllocable Portions. In addition, at Seller's optionthe post-closing adjustment to the Purchase Price, in cash) or if any, payable by Global to Seller, as the case may be, Sellers and Shareholders shall be paid in cash. 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 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 (a) The amount of the event that Purchase Price shall be adjusted following the Working Capital Closing Date as follows: (i) the Purchase Price shall be increased by the amount if any, by which (X) the net book value of the Inventory and property, plant and equipment reflected on the Closing Business Statement is greater than the net book value of the Inventory and property, plant and equipment as reflected on the Audited Business Statement, and (Y) the Tangible Net Worth reflected on the Witco Surfactants Closing Date GAAP Balance Sheet is less greater 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 Tangible Net Worth reflected on the Audited Closing Balance Sheet from the amount of Working Capital reflected on the Preliminary Closing Balance Sheet or Witco Surfactants Adjusted Statement; and (ii) the Purchase Price shall be decreased by (A) an amount, if any, by which (X) the Working Capital net book value of the Inventory and property, plant and equipment as reflected on the Audited Closing Business Statement is less than the net book value of the Inventory and property, plant and equipment as reflected on the Business Statement, and (Y) the Tangible Net Worth reflected on the Witco Surfactants Closing Date GAAP 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 Tangible Net Worth reflected on the Audited Witco Surfactants Adjusted Statement, (B) an amount equal to the present value as of the Closing Date of the liabilities of the Germany Pension Plan calculated in accordance with ss.6a of the German tax code and using, in accordance therewith, a valuation method based upon "Teilwert" entry age funding with individual level premiums and a discount rate of 6% per annum, and (C) an amount equal to the net present value (using a discount rate of 10% per annum) as of the Closing Date of the balance of deferred taxes (excluding the balance of the Schering acquisition step-up, net) for the Germany Business set forth on the Witco Surfactants Closing Date GAAP Balance Sheet from using a 35% German tax rate. (b) If the amount sum of Working Capital reflected on the Preliminary Closing Balance Sheet, provided, however, that adjustment required by this Section 3.3 results 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 a net increase in the Purchase Price, if anyBuyer shall pay to Sellers, 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 electronic bank transfer of immediately available funds funds, an amount equal to such net increase within ten (10) business 10 days of after such final determination and delivery of the Audited Closing Balance SheetStatements (or agreement as to any undisputed portion of such adjustment). If the sum of the adjustments required by this Section 3.3 results in a net decrease in the Purchase Price, unless the Seller disputes any items on the Audited Closing Balance SheetSellers shall pay to Buyer, in which case it shall be paid by electronic bank transfer of immediately available funds, an amount equal to such net decrease within ten (10) business 10 days after such final determination and delivery of the Independent Accountants finally determine the disputed item(sClosing Statements (or agreement as to any undisputed portion of such adjustment), 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 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.