Common use of Adjustment Amount and Payment Clause in Contracts

Adjustment Amount and Payment. (a) The “Adjustment Amount” will be the difference, if any, between (i) the consolidated shareholders’ equity of the Company and its Subsidiaries as of the Closing Date, as shown on the Closing Balance Sheet (the “Closing Date Shareholders’ Equity”), and (ii) dollars ($ ) (the consolidated shareholders’ equity of the Company and its Subsidiaries as shown on the Interim Balance Sheet) (the “Interim Shareholders’ Equity”). If the Closing Date Shareholders’ Equity is less than the Interim Shareholders’ Equity, the Adjustment Amount shall be paid by Sellers to (b) If the Adjustment Amount or, after giving effect to Section 11.7, any portion of the Adjustment Amount is to be paid by Buyer to Sellers, the Adjustment Amount or such portion thereof shall be paid by Buyer by wire transfer to Sellers’ Representative pursuant to wire transfer instructions provided to Buyer by Sellers’ Representative prior to the due date for the payment set forth in Section 2.5(c). If the Adjustment Amount is to be paid by Sellers to Buyer, the Adjustment Amount shall be paid by Sellers by wire transfer to Buyer pursuant to wire transfer instructions provided by Buyer to Sellers’ Representative prior to the due date for the payment set forth in Section 2.5(c). (c) All payments under this Section 2.5 shall be made together with interest at the rate set forth in the Promissory Notes, which interest will begin accruing on the Closing Date and end on the day before the payment is made. Within three (3) Business Days after the Closing Balance Sheet and Adjustment Amount become binding on the parties pursuant to Section 2.6, Sellers or Buyer, as the case may be, shall make the payment provided for in this Section 2.5.

Adjustment Amount and Payment. Promptly (abut not later than three (3) The Business Days) after the determination of the Closing Date Working Capital pursuant to Section 2.4, the parties shall make an adjustment (the “Adjustment Amount” will be ”) to the difference, if any, between Purchase Price and payment as follows: (i) if the consolidated shareholders’ equity Closing Date Working Capital exceeds the Target Working Capital Amount, then (A) the Purchase Price shall be increased on a dollar-for-dollar basis by such amount, and (B) Buyer shall pay to Sellers and the EAR holders the entirety of the Company Adjustment Amount Holdback together with the Adjustment Amount (net of any applicable payroll taxes, net of any applicable Accounting Firm fees payable therefrom hereunder and its Subsidiaries net of applicable transaction expenses and fees due and payable by the Sellers, as determined by the Sellers’ Representative), by wire transfer of immediately available funds, which shall be allocated among Sellers and the EAR holders, pro rata on a Fully-Diluted basis as set forth herein, as reflected on a schedule delivered to Buyer by Sellers’ Representative within two (2) Business Days after the determination of the Closing Date, as shown on Date Working Capital pursuant to Section 2.4; or (ii) if the Target Working Capital Amount exceeds the Closing Balance Sheet Date Working Capital, then (A) the “Closing Date Shareholders’ Equity”)Purchase Price shall be reduced on a dollar-for-dollar basis by such amount, and (iiB) dollars ($ ) (the consolidated shareholders’ equity Buyer shall retain that portion of the Company and its Subsidiaries as shown on the Interim Balance Sheet) (the “Interim Shareholders’ Equity”). If the Closing Date Shareholders’ Equity is less than the Interim Shareholders’ Equity, the Adjustment Amount Holdback equal to such reduction and shall be paid by Sellers to (b) If the Adjustment Amount or, after giving effect to Section 11.7, pay any portion of the Adjustment Amount is to be paid by Buyer to Sellers, the Adjustment Amount or Holdback in excess of such portion thereof shall be paid by Buyer by wire transfer to Sellers’ Representative pursuant to wire transfer instructions provided to Buyer by Sellers’ Representative prior reduction to the due date for Sellers and the payment EAR holders in the manner set forth in Section 2.5(c2.5(i). If the Adjustment Amount is payable to be paid by Sellers to Buyer, Buyer under this Section 2.5(ii) exceeds the Adjustment Amount Holdback, such excess shall be paid by Sellers by wire transfer to Buyer pursuant to wire transfer instructions provided by Buyer to payable from the Escrow Funds, and Sellers’ Representative prior shall with the Buyer jointly direct the Escrow Agent to pay to Buyer a dollar amount equal to the due date for the payment set forth in Section 2.5(c)amount of such excess. (c) All payments under this Section 2.5 shall be made together with interest at the rate set forth in the Promissory Notes, which interest will begin accruing on the Closing Date and end on the day before the payment is made. Within three (3) Business Days after the Closing Balance Sheet and Adjustment Amount become binding on the parties pursuant to Section 2.6, Sellers or Buyer, as the case may be, shall make the payment provided for in this Section 2.5.

Adjustment Amount and Payment. The "Adjustment Amount" (which may be a positive or negative number) will be equal to the amount determined by (a) The “Adjustment Amount” will subtracting the Initial Working Capital from the Closing Working Capital, (b) adding to such amount the Capital Expenditures, (c) subtracting from such amount the difference obtained by subtracting the Assumed Debt, as set forth on the Company Consolidated Financial Statement in the amount of $0, from the Assumed Debt, as set forth on the balance sheet included in the Closing Financial Statements, which Assumed Debt shall be determined in a manner consistent with and using the differencesame accounting methodologies and practices as the calculation thereof on the Company Consolidated Financial Statements, if anyand (d) adding to such amount, between to the extent not reflected in clause (a), the excess of (i) the consolidated shareholders’ equity reduction in Taxes realized by the Company or its Subsidiaries for the current tax year by reason of the payment of the bonuses at Closing set forth on Schedule 2.04(a)(i) over (ii) the ------------------- amount of any Taxes paid or payable by the Company and or its Subsidiaries as a result of the Closing Date, as shown on the Closing Balance Sheet (the “Closing Date Shareholders’ Equity”), and (ii) dollars ($ ) (the consolidated shareholders’ equity payment of the Company and its Subsidiaries as shown on the Interim Balance Sheet) (the “Interim Shareholders’ Equity”)such bonuses. If the Closing Date Shareholders’ Equity is less than the Interim Shareholders’ Equity, the The Adjustment Amount shall be paid either (a) by Sellers to to an account specified by Buyer (b) If the Adjustment Amount or, after giving effect to Section 11.7, any portion of if the Adjustment Amount is to be paid negative) directly by Sellers in cash by wire transfer of immediately available funds or (b) by Buyer to Sellers, accounts specified by each of the Adjustment Amount or such portion thereof shall be paid by Buyer by wire transfer to Sellers’ Representative pursuant to wire transfer instructions provided to Buyer by Sellers’ Representative prior respective Sellers in amounts corresponding to the due date for the payment applicable percentages set forth in Section 2.5(c). If with respect to each Seller on Schedule 2.04(a)(ii) (if the Adjustment Amount is to be paid by Sellers to Buyer, the Adjustment Amount shall be paid by Sellers -------------------- positive) in cash by wire transfer to Buyer pursuant to wire transfer instructions provided by Buyer to Sellers’ Representative prior to the due date for the payment set forth in Section 2.5(c). (c) of immediately available funds. All payments under this Section 2.5 shall be made together with interest at the rate set forth in the Promissory Notes7.5% per annum, which interest will shall begin accruing on the Closing Date and end on the day before date the payment is made. Within three (3) Business Days business days after the calculation of the Closing Balance Sheet Working Capital becomes binding and Adjustment Amount become binding conclusive on the parties pursuant to Section 2.62.05 ------------ hereof, Sellers or Buyer, as the case may be, shall make the wire transfer payment provided for in this Section 2.5.2.04. ------------

Adjustment Amount and Payment. (a) The “Adjustment Amount” will be Parent and the difference, if any, between Seller have prepared and delivered to the Purchaser (i) the consolidated shareholders’ equity an estimated balance sheet of the Company and its Subsidiaries as of the Closing Date, as shown opening of business on the Closing Balance Sheet Date (the “Estimated Closing Balance Sheet”), such Estimated Closing Balance Sheet to be prepared in good faith and on the same basis and applying the same accounting principles, policies and practices that were used in preparing the Balance Sheet, (ii) a good faith estimate of the Closing Working Capital as of the opening of business on the Closing Date Shareholders’ Equity(the “Estimated Closing Working Capital”), and (iiiii) dollars ($ ) (a good faith estimate of the consolidated shareholders’ equity Net Closing Date Cash of the Company and its Subsidiaries as shown on the Interim Balance Sheet) (the “Interim Shareholders’ Equity”). If the Closing Date Shareholders’ Equity is less than the Interim Shareholders’ Equity, the Adjustment Amount shall be paid by Sellers to (b) If the Adjustment Amount or, after giving effect to Section 11.7, any portion of the Adjustment Amount is to be paid by Buyer to Sellers, the Adjustment Amount or such portion thereof shall be paid by Buyer by wire transfer to Sellers’ Representative pursuant to wire transfer instructions provided to Buyer by Sellers’ Representative prior to the due date for the payment set forth in Section 2.5(c). If the Adjustment Amount is to be paid by Sellers to Buyer, the Adjustment Amount shall be paid by Sellers by wire transfer to Buyer pursuant to wire transfer instructions provided by Buyer to Sellers’ Representative prior to the due date for the payment set forth in Section 2.5(c). (c) All payments under this Section 2.5 shall be made together with interest at the rate set forth in the Promissory Notes, which interest will begin accruing opening of business on the Closing Date (“Estimated Net Closing Date Cash” and, together with the Estimated Closing Balance Sheet, the Estimated Closing Working Capital and end on the day before Estimated Net Closing Date Cash, the payment is made“Estimated Adjustment Amounts”); provided that each of the items in clauses (i) through (iii) shall be accompanied by reasonably detailed calculations and shall, where applicable, be derived from and calculated in a manner consistent with the Balance Sheet. Within three (3) Business Days after The Seller has delivered to the Purchaser copies of the records and working papers used in the calculation of each of the Estimated Closing Balance Sheet and the Estimated Adjustment Amount become binding on Amounts, and the parties pursuant to Section 2.6Seller and its representatives have discussed with the Purchaser and its representatives the Estimated Adjustment Amounts, Sellers or Buyerthe Estimated Closing Balance Sheet, as the case may be, shall make calculations thereof and the payment provided for in this Section 2.5records and working papers related thereto.

Adjustment Amount and Payment. (a) The “Adjustment Amount” (which may be a positive or negative number) will be equal to the difference, if any, between (i) the consolidated shareholders’ equity of the Company and its Subsidiaries as of amount determined by subtracting the Closing Date, as shown on Asset Value from the Estimated Closing Balance Sheet (the “Closing Date Shareholders’ Equity”), and (ii) dollars ($ ) (the consolidated shareholders’ equity of the Company and its Subsidiaries as shown on the Interim Balance Sheet) (the “Interim Shareholders’ Equity”)Asset Value. If the Closing Date Shareholders’ Equity Adjustment Amount is less than the Interim Shareholders’ Equitypositive, the Adjustment Amount shall be paid by Sellers to (b) If the Adjustment Amount or, after giving effect to Section 11.7, any portion of the Adjustment Amount is to be paid by Buyer to Sellers, the Adjustment Amount or such portion thereof shall be paid by Buyer by wire transfer to Sellers’ Representative pursuant to wire transfer instructions provided by Company to Buyer in an account specified by Sellers’ Representative prior to the due date for the payment set forth in Section 2.5(c)Buyer. If the Adjustment Amount is to be paid by Sellers to Buyernegative, the Adjustment Amount shall be paid by Sellers by wire transfer to Buyer pursuant to wire transfer instructions provided by Buyer to Sellers’ Representative prior Company to an account specified by Company. The maximum adjustment amount payable to Company, if applicable, is $10,000,000; provided, however, the $10,000,000 maximum shall not apply if both (i) the resulting Adjustment Amount due to Company is caused by an increase in inventory related to the due date for Business reflected in the payment Closing Asset Value, which increase in inventory is directly related to written orders or written production requests by Buyer which orders or production requests materially exceed the projected orders or projected production requests of Buyer, in the amount of [***], as set forth in Section 2.5(c). Company’s 2006 budget and (cii) on the Closing Date and based on inventory reflected in the Closing Asset Value, Company’s ratio of inventory to production output related to the Business has not materially increased compared to its ratio of inventory to production output of [***] which ratio is consistent with the Company’s historical practices and operations. All payments under this Section 2.5 shall be made together with interest at the rate set forth in equal to the Promissory Notesprime rate of ABN AMRO as established from time to time, which interest will shall begin accruing on the Closing Date and end on the day before date that the payment is made. Within three (3) Business Days business days after the calculation of the Closing Balance Sheet Asset Value becomes binding and Adjustment Amount become binding conclusive on the parties pursuant to Section 2.62.9, Sellers or Buyer, as the case may be, shall make the wire transfer payment provided for in this Section 2.52.8. (b) The Purchase Price is also subject to adjustment downward by the amount of accrued vacation and personal time off as of the Effective Time for the employees of the Business who accept Buyer’s offer of employment (the “Vacation and Personal Time Liability”). Company shall pay Buyer by wire transfer payment the amount of the Vacation and Personal Time Liability within three (3) business days after such calculation of the vacation and Personal Time Liability becomes binding and conclusive on the parties pursuant to Section 2.9. (i) The Purchase Price is also subject to a downward adjustment as set forth below (the “Qualifying Termination Adjustment”) if [***] voluntarily leaves the employ of Buyer other than for Good Reason (as hereinafter defined) or is terminated for “cause” (as defined in the Employment Agreement) (each a “Qualifying Termination”) at any time within the first two (2) years following the Closing Date. For purposes of this Agreement, “Good Reason” means any of the following (A) a material adverse change in [***] responsibilities, duties, benefits or compensation (other than a change in compensation or benefits that is applicable to all executives of Buyer at a substantially similar level) of employment with Buyer, (B) material breach by Buyer under the terms of the Employment Agreement, or (C) a requirement that [***] relocate to a facility or office that is more than 50 miles from his residence as a condition of continued employment.

Adjustment Amount and Payment. The "Adjustment Amount" (which may be a positive or negative number) will be equal to the amount determined by (a) The “Adjustment Amount” will subtracting the Initial Working Capital from the Closing Working Capital, (b) adding to such amount the Capital Expenditures, (c) subtracting from such amount the difference obtained by subtracting the Assumed Debt, as set forth on the Company Consolidated Financial Statement in the amount of $0, from the Assumed Debt, as set forth on the balance sheet included in the Closing Financial Statements, which Assumed Debt shall be determined in a manner consistent with and using the differencesame accounting methodologies and practices as the calculation thereof on the Company Consolidated Financial Statements, if anyand (d) adding to such amount, between to the extent not reflected in clause (a), the excess of (i) the consolidated shareholders’ equity reduction in Taxes realized by the Company or its Subsidiaries for the current tax year by reason of the payment of the bonuses at Closing set forth on Schedule 2.04(a)(i) over (ii) the amount of any Taxes paid or payable by the Company and or its Subsidiaries as a result of the Closing Date, as shown on the Closing Balance Sheet (the “Closing Date Shareholders’ Equity”), and (ii) dollars ($ ) (the consolidated shareholders’ equity payment of the Company and its Subsidiaries as shown on the Interim Balance Sheet) (the “Interim Shareholders’ Equity”)such bonuses. If the Closing Date Shareholders’ Equity is less than the Interim Shareholders’ Equity, the The Adjustment Amount shall be paid either (a) by Sellers to to an account specified by Buyer (b) If the Adjustment Amount or, after giving effect to Section 11.7, any portion of if the Adjustment Amount is to be paid negative) directly by Sellers in cash by wire transfer of immediately available funds or (b) by Buyer to Sellers, accounts specified by each of the Adjustment Amount or such portion thereof shall be paid by Buyer by wire transfer to Sellers’ Representative pursuant to wire transfer instructions provided to Buyer by Sellers’ Representative prior respective Sellers in amounts corresponding to the due date for the payment applicable percentages set forth in Section 2.5(c). If with respect to each Seller on Schedule 2.04(a)(ii) (if the Adjustment Amount is to be paid by Sellers to Buyer, the Adjustment Amount shall be paid by Sellers positive) in cash by wire transfer to Buyer pursuant to wire transfer instructions provided by Buyer to Sellers’ Representative prior to the due date for the payment set forth in Section 2.5(c). (c) of immediately available funds. All payments under this Section 2.5 shall be made together with interest at the rate set forth in the Promissory Notes7.5% per annum, which interest will shall begin accruing on the Closing Date and end on the day before date the payment is made. Within three (3) Business Days business days after the calculation of the Closing Balance Sheet Working Capital becomes binding and Adjustment Amount become binding conclusive on the parties pursuant to Section 2.62.05 hereof, Sellers or Buyer, as the case may be, shall make the wire transfer payment provided for in this Section 2.52.04.