Common use of Adjustment of Consideration Clause in Contracts

Adjustment of Consideration. 5.1 If the Consideration (it being acknowledged that the only adjustment will be in respect of the Net Tangible Assets Amount which shall be finally determined in accordance with Schedule 4): 5.1.1 exceeds the Estimated Purchase Price, the amount of the surplus being the “Consideration Surplus”, the whole of the Net Asset Retention shall be released in accordance with paragraph 1.1 of Part 1 of Schedule 6; and 5.1.2 the Consideration Surplus shall be paid by the Buyer as follows: 5.1.2.1 to the Sellers (other than Allianz), the Sellers’ Initial Proportion of the excess, such payment to be paid to the Sellers’ Solicitors; and 5.1.2.2 to Allianz, Allianz’s Initial Proportion of the excess, such payment to be paid to Allianz’s Solicitors; 5.1.2.3 to the Company, the Dragged Sellers’ Initial Proportion of the excess for the benefit of the Dragged Sellers (and the Company hereby agrees to remit such balance to the Dragged Sellers in accordance with the Company’s Articles); and 5.1.2.4 to the Final Adjustment Account, the Deferred Dragged Sellers’ Initial Proportion of the excess. 5.2 If the Consideration (it being acknowledged that the only adjustment will be in respect of the Net Tangible Assets Amount which shall be finally determined in accordance with Schedule 4) is less than the Estimated Purchase Price, the amount of the deficit (the “Consideration Deficit”) shall be payable to the Buyer from the Net Asset Retention and shall be released to the Buyer from the Retention Account in accordance with paragraph 1.2 of Part 1 of Schedule 6 and the balance of the Net Asset Retention (if any) (the “Net Asset Retention Balance”) shall be released in accordance with paragraph 1.2 of Part 1 of Schedule 6. For the avoidance of doubt, the sole recourse of the Buyer in respect of any Consideration Deficit shall be to receive payment from the Retention Account (up to the amount of the Net Asset Retention). 5.3 Any payments to the Sellers, the Dragged Sellers or the Deferred Dragged Sellers under clause 5.1 or 5.2 shall be adjustments to the Consideration, and shall be paid in cash within five (5) Business Days of the determination of the Completion Accounts in accordance with Schedule 4.

Adjustment of Consideration. 5.1 If 3.1 When the Statement has become final and binding pursuant to paragraph 2, the Final Initial Cash Consideration (it being acknowledged that the only adjustment will be in respect determined as follows: 3.1.1 if the sum of the Actual Net Tangible Assets Amount which shall Debt and the Actual Working Capital is a negative sum greater than -£12,500,000 (negative twelve million five hundred thousand pounds), an amount equal to the difference will be finally determined paid to the Buyer by the Sellers in accordance with the proportions set out against their respective names in column 3 of Parts 1 and 2 of Schedule 4):1 within 10 Business Days after the Statement has become final and binding; 5.1.1 exceeds 3.1.2 if the Estimated Purchase Price, the amount sum of the surplus being Actual Net Debt and the “Consideration Surplus”Actual Working Capital is a sum less than -£12,500,000 (negative twelve million five hundred thousand pounds) (whether such sum is negative or positive), an amount equal to the whole of the Net Asset Retention shall be released in accordance with paragraph 1.1 of Part 1 of Schedule 6; and 5.1.2 the Consideration Surplus shall difference will be paid by the Buyer as follows: 5.1.2.1 to the Sellers in the proportions set out against their respective names in column 3 of Parts 1 and 2 of Schedule 1 to the Buyer within 10 Business Days after the Statement has become final and binding; 3.1.3 if the sum of the Actual Net Debt and the Actual Working Capital is equal to -£12,500,000 (other than Allianznegative twelve million five hundred thousand pounds), no payments will be made and the Provisional Initial Cash Consideration shall for all purposes be the Final Initial Cash Consideration, and any amount not paid when due shall carry interest in accordance with clause 16 of this Agreement. 3.2 All sums payable under this Schedule will be paid in cash by way of electronic transfer in cleared funds: 3.2.1 in the case of sums payable to the Sellers’ Initial Proportion of the excess, such payment to be paid to the Sellers’ Solicitors; and 5.1.2.2 Solicitors (and payment to Allianz, Allianz’s Initial Proportion them will be a good and sufficient discharge to the Buyer and the Buyer will not be concerned as to the application of the excess, such payment to be paid to Allianz’s Solicitors; 5.1.2.3 to the Company, the Dragged Sellers’ Initial Proportion of the excess for the benefit of the Dragged Sellers (and the Company hereby agrees to remit such balance to the Dragged Sellers in accordance with the Company’s Articlesmoneys so paid); and 5.1.2.4 to 3.2.2 in the Final Adjustment Account, the Deferred Dragged Sellers’ Initial Proportion case of the excess. 5.2 If the Consideration (it being acknowledged that the only adjustment will be in respect of the Net Tangible Assets Amount which shall be finally determined in accordance with Schedule 4) is less than the Estimated Purchase Price, the amount of the deficit (the “Consideration Deficit”) shall be sums payable to the Buyer from the Net Asset Retention and shall be released Buyer, to the Buyer from Buyer’s Solicitors (and payment to them will be a good and sufficient discharge to the Retention Account in accordance with paragraph 1.2 of Part 1 of Schedule 6 Sellers and the balance Sellers will not be concerned as to the application of the Net Asset Retention (if anymoneys so paid) (the “Net Asset Retention Balance”) shall be released in accordance with paragraph 1.2 of Part 1 of Schedule 6. For and, for the avoidance of doubt, the sole recourse no provision of this Agreement shall require the Buyer in respect of any Consideration Deficit shall be to receive payment deduct the amount so owing from the Retention Account (up to the amount of the Net Asset Retention). 5.3 Any payments to the Sellers, the Dragged Sellers or the Deferred Dragged Sellers under clause 5.1 or 5.2 shall be adjustments to the Consideration, and shall be paid in cash within five (5) Business Days of the determination of the Completion Accounts in accordance with Schedule 4.

Adjustment of Consideration. 5.1 If (a) Within ten business days from the Consideration Closing Date, Seller shall deliver to Buyer a report (it being acknowledged that the only adjustment will "PRELIMINARY REPORT") which shall list, as of Closing, (i) the Accounts Receivable and the Receivables Value, and (ii) the Inventory (based on a physical inventory thereof and prepared on an item-by-item basis) and the Inventory Values (collectively, the "PRELIMINARY VALUATION"). Buyer shall be entitled to be present during the physical inventory. Seller shall also deliver to Buyer copies of any supporting documentation used in respect the preparation of the Net Tangible Assets Amount which Preliminary Report. (b) Buyer shall have ten business days from the date of delivery of the Preliminary Report (the "DISPUTE PERIOD") to determine whether Buyer agrees with the Preliminary Valuation. In the event that Buyer does not agree with the Preliminary Report, Buyer shall notify Seller within the Dispute Period, specifying the basis for the disagreement (a "DISPUTE NOTICE"). (i) If no Dispute Notice is given, Buyer shall be finally determined deemed to have accepted the Preliminary Valuation. (ii) If a Dispute Notice is given, the parties shall attempt to resolve the matter. If they are unable to do so within five business days after delivery of a Dispute Notice, the items in accordance with Schedule 4):dispute shall be promptly submitted to the Court, as defined below, for resolution. 5.1.1 (c) Upon final determination of the Receivables Value and the Inventory Values (collectively, the "COMBINED VALUES"), Buyer shall pay to Michigan National Bank, for immediate credit to Seller's account, the amount by which the Combined Values exceeds the Estimated Purchase PriceValue and the Escrow Fund shall be credited to Seller's account, or the amount of by which the surplus being Estimated Value exceeds the “Consideration Surplus”, the whole of the Net Asset Retention Combined Values shall be released in accordance with paragraph 1.1 of Part 1 of Schedule 6; and 5.1.2 the Consideration Surplus shall be paid by the Buyer as follows: 5.1.2.1 refunded to the Sellers (other than Allianz), the Sellers’ Initial Proportion of the excess, such payment to be paid to the Sellers’ Solicitors; and 5.1.2.2 to Allianz, Allianz’s Initial Proportion of the excess, such payment to be paid to Allianz’s Solicitors; 5.1.2.3 to the Company, the Dragged Sellers’ Initial Proportion of the excess for the benefit of the Dragged Sellers (and the Company hereby agrees to remit such balance to the Dragged Sellers in accordance with the Company’s Articles); and 5.1.2.4 to the Final Adjustment Account, the Deferred Dragged Sellers’ Initial Proportion of the excess. 5.2 If the Consideration (it being acknowledged that the only adjustment will be in respect of the Net Tangible Assets Amount which shall be finally determined in accordance with Schedule 4) is less than the Estimated Purchase Price, the amount of the deficit (the “Consideration Deficit”) shall be payable to the Buyer from the Net Asset Retention and Escrow Fund. Any such payment shall be released made within five days after the Combined Values is determined either by the parties hereto or by the Court. Such payment obligation shall bear interest at the rate of eight percent (8%) per annum for the period from the Closing Date to the Buyer from the Retention Account in accordance with paragraph 1.2 date of Part 1 of Schedule 6 and the balance of the Net Asset Retention (if any) (the “Net Asset Retention Balance”) shall be released in accordance with paragraph 1.2 of Part 1 of Schedule 6. For the avoidance of doubt, the sole recourse of the Buyer in respect of any Consideration Deficit shall be to receive payment from the Retention Account (up to the amount of the Net Asset Retention)such payment. 5.3 Any payments to the Sellers, the Dragged Sellers or the Deferred Dragged Sellers under clause 5.1 or 5.2 shall be adjustments to the Consideration, and shall be paid in cash within five (5) Business Days of the determination of the Completion Accounts in accordance with Schedule 4.