Common use of Adjustment of Consideration Clause in Contracts

Adjustment of Consideration. If the net assets as shown in the consolidated balance sheet constituting part of the Completion Accounts are less than US$9,592,200, then, within 14 days of either the Completion Accounts becoming final and binding under Clause 3.2(c) or the determination of the Reporting Accountants being made available for collection by the parties pursuant to Clause 3.2(g), the Vendor shall pay to the Purchaser an amount equal to such difference together with interest thereon calculated from the Completion Date in accordance with Clause 14. If the net assets as shown in the consolidated balance sheet constituting part of the Completion Accounts exceed US$9,592,200, then, within 14 days of either the Completion Accounts becoming final and binding under Clause 3.2(c) or the determination of the Reporting Accountants being made available for collection by the parties pursuant to Clause 3.2(g), the Purchaser shall pay to the Vendor an amount equal to such difference together with interest thereon calculated from the Completion Date in accordance with Clause 14. 20 If the Current Tax Adjustment as shown in the Completion Accounts is more than US$1,300,000, then within 14 days of either the Completion Accounts becoming final and binding under Clause 3.2(c) or the determination of the Reporting Accountants being made available for collection by the parties pursuant to Clause 3.2(g), the Vendor shall pay to the Purchaser an amount equal to such difference together with interest thereon calculated from the Completion Date in accordance with Clause 14. If the Current Tax Adjustment as shown in the Completion Accounts is less than US$1,300,000, then within 14 days of either the Completion Accounts becoming final and binding under Clause 3.2(c) or the determination of the Reporting Accountants being made available for collection by the parties pursuant to Clause 3.2(g), the Purchaser shall pay to the Vendor an amount equal to such difference together with the interest thereon calculated from the Completion Date in accordance with Clause 14.

Adjustment of Consideration. (i) If the net assets as shown in the consolidated balance sheet constituting part of the Completion Accounts are less than US$9,592,200, then, within 14 days of either the Completion Accounts becoming final and binding under Clause 3.2(c) or the determination of the Reporting Accountants being made available for collection by the parties pursuant to Clause 3.2(g), the Vendor shall pay to the Purchaser an amount equal to such difference together with interest thereon calculated from the Completion Date in accordance with Clause 14. If the net assets as shown in the consolidated balance sheet constituting part of the Completion Accounts exceed US$9,592,200, then, within 14 days of either the Completion Accounts becoming final and binding under Clause 3.2(c) or the determination of the Reporting Accountants being made available for collection by the parties pursuant to Clause 3.2(g), the Purchaser shall pay to the Vendor an amount equal to such difference together with interest thereon calculated from the Completion Date in accordance with Clause 14. 20 . (ii) If the Current Tax Adjustment as shown in the Completion Accounts is more than US$1,300,000, then within 14 days of either the Completion Accounts becoming final and binding under Clause 3.2(c) or the determination of the Reporting Accountants being made available for collection by the parties pursuant to Clause 3.2(g), the Vendor shall pay to the Purchaser an amount equal to such difference together with interest thereon calculated from the Completion Date in accordance with Clause 14. If the Current Tax Adjustment as shown in the Completion Accounts is less than US$1,300,000, then within 14 days of either the Completion Accounts becoming final and binding under Clause 3.2(c) or the determination of the Reporting Accountants being made available for collection by the parties pursuant to Clause 3.2(g), the Purchaser shall pay to the Vendor an amount equal to such difference together with the interest thereon calculated from the Completion Date in accordance with Clause 14. (iii) The Vendor and the Purchaser acknowledge and agree that, to the extent possible, the Purchaser shall obtain payment of any sums owing to it, as a result of the adjustment of the Purchase Price pursuant to Clause 3.3(a), from the Escrow Account for same day value. For the avoidance of doubt, in the event that the said payment cannot be satisfied in full from the monies in the Escrow Account, the Purchaser shall be entitled to any shortfall from the Vendor in immediately available funds. (i) Schedule 6 shall apply with respect to the Coventry Property. (ii) If by the End Date (as defined in Schedule 6) the Vendor has not complied with paragraph 6 of Schedule 6 therein, the Vendor shall forthwith pay the Purchaser US$1,000,000 in immediately available funds. The Vendor and the Purchaser acknowledge and agree that to the extent possible the Purchaser shall obtain payment of the said US$1,000,000 from the Escrow Account for same day

Adjustment of Consideration. If 3.1 When the net assets Completion Accounts have become final and binding (whether under paragraph 2.3 or by virtue of a decision of the Independent Accountant) the Provisional Consideration shall forthwith:- 3.1.1 be increased by the amount (if any by which the Net Assets are greater than SEK 13,805,000 or (as shown in the consolidated balance sheet constituting part case may be) 3.1.2 be reduced by the amount (if any) by which the Net Assets are less than SEK 13,805,000 3.2 The Provisional Consideration shall only be increased or decreased if the amount of such increase or decrease exceeds the SEK equivalent of L.30,000 on the date upon which the Completion Accounts are less than US$9,592,200, then, within 14 days of either the Completion Accounts becoming final and binding under Clause 3.2(c) agreed or the determination of the Reporting Accountants being made available for collection by the parties pursuant to Clause 3.2(g), the Vendor shall pay to the Purchaser an amount equal to such difference together with interest thereon calculated from the Completion Date in accordance with Clause 14determined. If the net assets as shown amount of any increase or decrease exceeds the SEK equivalent of L.30,000, the Provisional Consideration shall be increased or decreased by the full amount of such increase or decrease and not merely just the excess. 3.3 Notwithstanding the provisions of clause 3.2:- 3.3.1 to the extent a difference arises in the consolidated balance sheet constituting part respect of the Completion Accounts exceed US$9,592,200, then, within 14 days of either the Completion Accounts becoming final and binding under Clause 3.2(c) or the determination of the Reporting Accountants being made available actual provision for collection by the parties pursuant to Clause 3.2(g), the Purchaser shall pay to the Vendor an amount equal to such difference together with interest thereon calculated from the Completion Date in accordance with Clause 14. 20 If the Current Tax Adjustment as shown Stock in the Completion Accounts compared with the estimated provisions made at 31st August 1997 (in deriving the Provisional Consideration), the Provisional Consideration will be increased by the amount of such difference in full irrespective of whether the amount calculated in accordance with clause 3.1 is more in total less than US$1,300,000the SEK equivalent of L.30,000 3.3.2 the following additional agreed provisions will be deemed to have been added to the provisions relating to the same subject matters which appear in the Management Accounts (or where no such provision appears, then will be deemed to have been made in the Management Accounts) when calculating whether or not the Net Assets are greater or less than SEK 13,805,000 for the purposes of paragraph 3.1: Provision (L.) -------------- R44-02 stock in the UK 30,000 Bradgate consignment stock 30,000 Rebate due to Mothercare under-provided for 9,000 3.4 The amount of any increase or reduction in the Provisional Consideration shall be paid by the Buyer or the Seller (as the case may be) within 14 days of either after the Completion Accounts becoming have become final and binding under Clause 3.2(c) or as aforesaid and any amount not paid when due shall carry interest on the determination amount to be paid at the annual rate of two per cent above the Reporting Accountants being made available for collection by the parties pursuant base lending rate from time to Clause 3.2(g), the Vendor shall pay to the Purchaser an amount equal to such difference together with interest thereon calculated time of National Westminster Bank plc from the Completion Date in accordance with Clause 14. If due date until the Current Tax Adjustment date of actual payment (as shown in the Completion Accounts is less than US$1,300,000, then within 14 days of either the Completion Accounts becoming final and binding under Clause 3.2(c) or the determination of the Reporting Accountants being made available for collection by the parties pursuant to Clause 3.2(gwell after judgment as before), the Purchaser shall pay to the Vendor an amount equal to such difference together with the interest thereon calculated from the Completion Date in accordance with Clause 14.

Adjustment of Consideration. (i) If the net assets as shown Net External Debt set out in the consolidated balance sheet constituting part Actual Indebtedness Statement is greater than the estimated Net External Debt set out in the Estimated Indebtedness Statement, then within 14 days of either the Completion Accounts are becoming final and binding under Clause 3.2(c) or the determination of the Reporting Accountants, the Vendor shall repay to the Purchaser an amount equal to such difference in immediately available funds. Such payment by the Vendor to the Purchaser shall be made to the following account: Newexx Xxxited, Account No. 20430000, Xxrclays Bank, Sort Code 20-83-69, and shall constitute a reduction in the Purchase Price. (ii) If the Net External Debt set out in the Actual Indebtedness Statement is less than US$9,592,200the estimated Net External Debt set out in the Estimated Indebtedness Statement, then within 14 days of either the Completion Accounts becoming final and binding under Clause 3.2(c) or the determination of the Reporting Accountants, the Purchaser shall pay to the Vendor an amount equal to such difference in immediately available funds. Such payment by the Purchaser to the Vendor shall be made to the account referred to in Clause 2.2 and shall constitute an increase in the Purchase Price. (iii) The parties hereby agree that any liability of the Purchaser pursuant to Clause 3.3(a)(ii) may be offset against any liability of the Vendor pursuant to Clause 3.3(a)(iv). (iv) If the Completion Working Capital Statement is less than L104,000, then, within 14 days of either the Completion Accounts becoming final and binding under Clause 3.2(c) or the determination of the Reporting Accountants being made available for collection by the parties pursuant to Clause 3.2(g)Accountants, the Vendor shall pay to the Purchaser as a reduction to the Purchase Price an amount equal to such difference together with interest thereon calculated from the Completion Date in accordance with Clause 14. If the net assets as shown in the consolidated balance sheet constituting part of the Completion Accounts exceed US$9,592,200, then, within 14 days of either the Completion Accounts becoming final and binding under Clause 3.2(cdifference. (v) or the determination of the Reporting Accountants being made available for collection by the parties pursuant to Clause 3.2(g), The Purchaser agrees that the Purchaser shall pay to the Vendor on demand as an increase to the Purchase Price an amount equal to such difference together with interest thereon calculated the capital expenditure incurred by Klippan from the effective date of the Heads of Terms up to and including Completion, relating to the Foldx xxx Reclina Products, provided that the Purchaser shall have no obligation to pay any amount to the Vendor to the extent that the aggregate amount of capital expenditure incurred is in excess of L36,000 (or as otherwise agreed in writing by the Purchaser and the Vendor). (vi) If The Scheme is not 100% funded as at the date of Completion Date in accordance with Clause 14. 20 If on the Current Tax Adjustment Minimum Funding Requirement basis as shown in prescribed by the Completion Accounts is more than US$1,300,000Occupational Pension Schemes (Minimum Funding Requirement and Actuarial Valuations) Regulations 1996 No 1536 and Actuarial Guidance Note EN27, then within 14 days of either the Completion Accounts becoming final and binding under Clause 3.2(c) or the determination of the Reporting Accountants being made available for collection by the parties pursuant to Clause 3.2(g)Accountants, the Vendor shall pay to the Purchaser an amount equal to such difference together with interest thereon calculated from the Completion Date in accordance with Clause 14. If the Current Tax Adjustment as shown in the Completion Accounts amount by which The Scheme is less than US$1,300,000100% funded. (vii) The Vendor and the Purchaser acknowledge and agree that, then within 14 days of either to the Completion Accounts becoming final and binding under Clause 3.2(c) or the determination of the Reporting Accountants being made available for collection by the parties pursuant to Clause 3.2(g)extent possible, the Purchaser shall pay at its discretion be entitled to obtain payment of any sums owing to it including, for the avoidance of doubt, interest, as a result of the adjustment of the Purchase Price and/or Net External Debt pursuant to Clause 3.3(a) and/or Clause 3.3(b), from the Escrow Account for same day value. For the avoidance of doubt, in the event that the said payment cannot be satisfied in full from the monies (b) from the Escrow Account, the Vendor shall forthwith deposit with the Escrow Agent an amount equal to the amount of such difference together with payment made out of the interest thereon calculated from the Completion Date in accordance with Clause 14Escrow Account.