Common use of Adjustment of the Purchase Price Clause in Contracts

Adjustment of the Purchase Price. The Purchase Price shall be subject to adjustment by the amount (the "Adjustment Amount"), if any, that the Net Working Capital of the Company increases or decreases between August 31, 2002 and the Closing Date. Promptly after the Closing Date, Purchaser's Independent Auditors shall perform a review of the financial statements of the Company for the period beginning December 1, 2002 and ended the Closing Date, including a balance sheet (the "Closing Balance Sheet"). The Closing Balance Sheet shall be delivered to Sellers and Purchaser within 45 days after the Closing Date. Upon such delivery of the Closing Balance Sheet, the Purchase Price will be increased or decreased by the Adjustment Amount. The Adjustment Amount shall be computed by subtracting $425,112 (which the parties agree is the Net Working Capital of the Company as at August 31, 2002 computed as set forth on Schedule 2.2(A) hereof) from the Net Working Capital of the Company at Closing as shown on the Closing Balance Sheet. In the event the Adjustment Amount is positive, the Purchase Price shall be increased by the amount of the Adjustment Amount, and Purchaser will within five (5) days deliver additional shares of Purchaser's Stock having a value equal to the Adjustment Amount. For all purposes of this Section 2.2, the value of the Purchaser's Stock shall be deemed to be equal to $0.92 per share (the "Agreed Value"). In the event the Adjustment Amount is negative, the Purchase Price shall be reduced by such amount and Escrow Agent shall within five (5) days pay to Purchaser such Adjustment Amount out of the Escrow Fund. Payment shall be made first out of the cash portion of the Escrow Fund and second out of the stock portion of the Escrow Fund valued for this purpose at the Agreed Value. After the adjustment of the Purchase Price is complete, any remaining cash in the Escrow Fund will be returned to Sellers in accordance with the terms of the Escrow Agreement. Any adjustments required in this Section will be subject to the dispute resolution procedures set forth in Schedule 2.2(B) hereof.

Adjustment of the Purchase Price. The Purchase Price shall be subject to adjustment by the amount (the "Adjustment Amount"), if any, ) that the Net Working Capital of the Company Seller increases or decreases between August July 31, 2002 and the Closing DateClosing. Promptly after the Closing DateClosing, Purchaser shall engage Purchaser's Independent Auditors shall perform a review of the to prepare audited financial statements of the Company for the period beginning December 1, 2002 and ended the Closing DateSellers Business, including a an audited balance sheet (the "Closing Balance Sheet"). The Closing closing Balance Sheet shall be delivered to Sellers Seller and Purchaser within 45 60 days after the Closing DateClosing. Upon such delivery of the Closing Balance Sheet, the Purchase Price will be increased or decreased by the Adjustment Amount. The Adjustment Amount shall be computed by subtracting $425,112 579,198 (which the parties agree is the Net Working Capital of the Company Seller as at August July 31, 2002 computed as set forth on Schedule 2.2(A) 2.3 hereof) from the Net Working Capital of the Company Seller at Closing as shown on the Closing Balance Sheet. In the event the Adjustment Amount is positive, the Purchase Price shall be increased by the amount of the Adjustment Amount, and Purchaser will within five (5) 5 days deliver additional shares of Purchaser's Stock having a value equal to check or wire transfer in the Adjustment Amount. For all purposes of this Section 2.2, the value of the Purchaser's Stock shall be deemed Amount to be equal to $0.92 per share (the "Agreed Value")Seller. In the event the Adjustment Amount is negative, the Purchase Price shall be reduced by such amount and Escrow Agent shall within five (5) 5 days pay to Purchaser such Adjustment Amount out of the Escrow Fund. Payment shall be made first out of the cash portion of the Escrow Fund and second out of the stock portion of the Escrow Fund valued for this purpose at the Agreed Value. After the adjustment of the Purchase Price is complete, any remaining cash in the Escrow Fund will be returned to Sellers in accordance with the terms of the Escrow Agreement. Any adjustments required in this Section will be subject to the dispute resolution procedures set forth in Schedule 2.2(B) Exhibit 2.3 hereof.

Adjustment of the Purchase Price. The Purchase Price shall be subject to adjustment by the amount as follows: (the "Adjustment Amount"), if any, that the Net Working Capital a) The following items shall be prorated between Sellers and Buyer as of the Company increases or decreases between August 31Closing Date with respect to the Company: power and utility charges, 2002 real and personal property taxes, rents (including percentage rents) and security deposits under Site Leases and payments (including accounts receivable) and security deposits under Advertising Contracts. Prorations will be on a dollar-for-dollar basis based on the number of days of display before and after the Closing. Percentage rents shall be prorated as of the Closing Date. Promptly after Any prorations not determined at the Closing Date, Purchaser's Independent Auditors shall perform a review be prorated on the basis of the financial statements of most current information available at Closing. (b) The Purchase Price shall be further adjusted ("Preliminary Adjustment") as follows: (i) to the Company for the period beginning December 1, 2002 and ended extent that the Closing Date, including a balance sheet (the "Closing Balance Sheet"). The Closing Balance Sheet shall be delivered to Sellers and Purchaser within 45 days after the Closing Date. Upon such delivery of the Closing Balance Sheet, the Purchase Price will be increased or decreased by the Adjustment Amount. The Adjustment Amount shall be computed by subtracting $425,112 (which the parties agree is the Date Net Working Capital of the Company as at August 31, 2002 computed as set forth on Schedule 2.2(A) hereof) from the Net Working Capital of the Company at Closing as shown on the Closing Balance Sheet. In the event the Adjustment Amount is positivea positive amount, the Purchase Price shall be increased by the a dollar amount of the Adjustment Amount, and Purchaser will within five (5) days deliver additional shares of Purchaser's Stock having a value equal to the Adjustment Amount. For all purposes of this Section 2.2, positive balance; and (ii) to the value of extent that the Purchaser's Stock shall be deemed to be equal to $0.92 per share (the "Agreed Value"). In the event the Adjustment Amount Closing Date Net Working Capital is negativea negative amount, the Purchase Price shall be reduced by such a dollar amount equal to the negative balance. (c) On the Closing Date, Sellers shall provide to Buyer a list of items and Escrow Agent the prorations required by Section 2.4(a) and a Closing Date Balance Sheet together with a calculation of the Closing Date Net Working Capital and the Preliminary Adjustment to the Purchase Price. The Parties agree that the Company's financial statements shall within five be converted from a cash basis to GAAP in order to prepare the Closing Date Balance Sheet and the calculation of the Closing Date Net Working Capital and the Preliminary Adjustment. The Preliminary Adjustment to the Purchase Price shall be paid in cash to the appropriate party at Closing. Sellers agree to furnish Buyer with any documents or records in Sellers' possession that may be needed for Buyer to confirm the adjustments in this Section 2.4. (5d) Within ninety (90) days pay after the Closing Date, Buyer will prepare and provide to Purchaser such Adjustment Amount out Seller a final Closing Date Balance Sheet together with the final calculations of adjustments to the Escrow FundPurchase Price (the "Closing Date Adjustment"). Payment On the 120th day after the Closing Date, all required refunds or payments under this Section 2.4 shall be made first out on the basis of the Closing Date Adjustment and shall be paid in cash portion to the appropriate party. (e) If any dispute arises over any amount to be refunded or paid under this Section 2.4, such refund or payment shall nonetheless be promptly made to the extent such amount is not in dispute. If any such dispute cannot be resolved by the Parties, it shall be submitted to a nationally recognized independent certified public accounting firm reasonably acceptable to Sellers and Buyer ("Accountant"), and the resolution of such dispute shall be made by the Accountant. The determination of the Escrow Fund Accountant shall be final and second out binding upon the parties to this Agreement. Buyer and Sellers shall each pay one-half of the stock portion fees and expenses of the Escrow Fund valued for this purpose at the Agreed ValueAccountant. After the adjustment of the Purchase Price is complete, any remaining cash in the Escrow Fund will be returned to Sellers in accordance Each Party shall otherwise bear its own costs and expenses associated with the terms resolution of such dispute, including the Escrow Agreement. Any adjustments required in this Section will be subject to the dispute resolution procedures set forth in Schedule 2.2(B) hereoffees and expenses of their respective accountants and attorneys.

Adjustment of the Purchase Price. The Purchase Price (a) At least three (3) Business Days prior to the Closing Date, the Seller shall, and shall be subject cause the Company and Haimeng to, prepare and deliver to adjustment by the amount (Buyer a good-faith estimated statement of the "Adjustment Amount"), if any, that the Net Working Capital of the Company increases or decreases between August 31and Haimeng, 2002 respectively, as of the opening of business on the Closing Date (the “Estimated Closing Date Working Capital Statement”), and a certificate setting forth a good-faith estimate of the Working Capital as of the opening of business on the Closing Date (the “Estimated Closing Date Working Capital”) and a good-faith estimate of the Closing Date Cash and the Closing DateDate Debt. Promptly after The Estimated Closing Date Working Capital Statement shall be prepared in accordance with GAAP and consistent with the accounting principles, procedures, policies and methods that were used in preparation of the Financial Statements for December 31, 2007. The “Initial Cash Consideration” shall be (i) (A) increased dollar for dollar to the extent the Estimated Closing Date Working Capital exceeds the Target Working Capital Range, or (B) decreased dollar for dollar to the extent the Estimated Closing Date Working Capital is less than the Target Working Capital Range, (ii) (A) increased dollar for dollar to the extent that the Estimated Closing Date Cash is greater than XXX 00 million, or (B) decreased dollar for dollar to the extent that the Estimated Closing Date Cash is less than XXX 00 million (the Initial Cash Consideration, as adjusted pursuant to this sentence, the “Closing Date Cash Consideration”), and (iii) (A) increased dollar for dollar to the extent that the Estimated Closing Date Debt is less than XXX 000 million, or (B) decreased dollar for dollar to the extent that the Estimated Closing Date Debt is greater than RMB 239 million (the Initial Debt Consideration, as adjusted pursuant to this sentence, the “Closing Date Debt Consideration”). (b) Within forty-five (45) calendar days following the Closing Date, Purchaser's Independent Auditors the Buyer shall, and shall perform cause the Company and Haimeng, to prepare and deliver to the Seller a review statement of the financial statements of the Company for the period beginning December 1, 2002 and ended the Closing Date, including a balance sheet (the "Closing Balance Sheet"). The Closing Balance Sheet shall be delivered to Sellers and Purchaser within 45 days after the Closing Date. Upon such delivery of the Closing Balance Sheet, the Purchase Price will be increased or decreased by the Adjustment Amount. The Adjustment Amount shall be computed by subtracting $425,112 (which the parties agree is the Net Working Capital of the Company and Haimeng, respectively, as at August of the opening of business on the Closing Date (as such may be adjusted following resolution of any disputes, the “Closing Date Working Capital Statement”), and a certificate setting forth a calculation of the Working Capital as of the opening of business on the Closing Date (the “Closing Date Working Capital”) and a calculation of the Closing Date Cash and the Closing Date Debt. The Closing Date Working Capital Statement shall be prepared in accordance with GAAP and consistent with the accounting principles, procedures, policies and methods that were used in preparation of the Financial Statements for December 31, 2002 computed as set forth on Schedule 2.2(A2007. (c) hereof) from During the Net preparation of the Closing Date Working Capital Statement and the calculation of Closing Date Working Capital and Closing Date Cash and the Closing Date Debt (the “Closing Date Financial Data”), and the Resolution Period, a Party shall, and shall cause the Company and Haimeng, respectively, to: (i) provide the other Party and the Permitted Persons with full access to all relevant books, records, facilities and employees of the Company and Haimeng, respectively, to the extent reasonably necessary to prepare the Closing Date Financial Data; and (ii) cooperate fully with the other Party and the Permitted Persons, including by providing on a timely basis all information to the extent necessary or useful in preparing the Closing Date Financial Data. (d) After receipt of the Closing Date Financial Data, the Seller shall have forty-five (45) calendar days to review the Closing Date Financial Data, together with all the related documents and any other materials in writing used in the preparation thereof. During the review of the Closing Date Financial Data, and during the Resolution Period, the Buyer shall, and shall cause the Company and Haimeng, respectively, to: (i) provide the Seller and the Permitted Persons with full access to all relevant books, records, facilities and employees of the Company and Haimeng to the extent reasonably necessary to complete their review of the Closing Date Financial Data; and (ii) cooperate fully with the Seller and the Permitted Persons, including by providing on a timely basis all information to the extent reasonably necessary or useful in reviewing the Closing Date Financial Data. Unless the Seller delivers written notice to the Buyer on or prior to the forty-fifth (45th) calendar day after the Seller’s receipt of the Closing Date Financial Data specifying in reasonable detail the amount, nature and basis of all disputed items, the Seller shall be deemed to have accepted and agreed to the calculation of the Closing Date Working Capital, the Closing Date Cash and the Closing Date Debt. If the Seller so notifies the Buyer of its objection to the calculation of the Closing Date Financial Data, the Buyer and Seller shall, within thirty (30) calendar days following such notice (the “Resolution Period”), attempt to resolve their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive. (e) If, at the conclusion of the Resolution Period, any amounts remain in dispute with respect to either the Closing Date Working Capital or the Closing Date Cash or the Closing Date Debt, then all amounts remaining in dispute shall be submitted to KPMG, LLP (the “Neutral Auditors”). Each Party agrees to execute, if requested by the Neutral Auditors, a reasonable engagement letter, including customary indemnities in favor of the Neutral Auditors. All fees and expenses relating to the work, if any, to be performed by the Neutral Auditors shall be borne pro rata as shown between the Seller, on the Closing Balance Sheetone hand, and the Buyer, on the other, in proportion to the allocation of the dollar value of the amounts remaining in dispute between the Seller and Buyer made by the Neutral Auditors such that the prevailing Party pays the lesser proportion of the fees and expenses. In The Neutral Auditors shall act as an arbitrator to determine, based solely on the event provisions of this Section 3.2(e) and the Adjustment Amount is positivepresentations by the Seller and the Buyer, and not by independent review, only those issues still in dispute and only as to whether such amounts were arrived at in conformity with GAAP, as modified by the Purchase Price accounting principles, procedures, policies and methods that were used in preparation of the Financial Statements for December 31, 2007. The Seller and the Buyer agree that (i) they shall request the Neutral Auditors to make their determination within thirty (30) calendar days of their selection, in a written statement delivered to the Seller and the Buyer, and (ii) such determination shall be final, binding and conclusive. (f) The Closing Date Cash Consideration shall be (i) (A) increased dollar for dollar to the extent the Final Closing Date Working Capital exceeds the Estimated Closing Date Working Capital, or (B) decreased dollar for dollar to the extent the Final Closing Date Working Capital is less than the Estimated Closing Date Working Capital, and (ii) (A) increased dollar for dollar to the extent that the Final Closing Date Cash is greater than the Estimated Closing Date Cash, or (B) decreased dollar for dollar to the extent that the Final Closing Date Cash is less than the Estimated Closing Date Cash, and (iii) (A) increased dollar for dollar to the extent that the Final Closing Date Debt is less than the Estimated Closing Date Debt, or (B) decreased dollar for dollar to the extent that the Final Closing Date Debt is greater than the Estimated Closing Date Debt. Any adjustments to the Closing Date Cash Consideration made pursuant to this Section 3.2(f) shall be paid by wire transfer of immediately available funds (together with interest thereon at the rate officially published by the amount People’s Bank of China covering the Adjustment Amountperiod from the date of occurrence of such increase or decease to the date immediately preceding the date of such payment) to the account or accounts specified by the Seller, and Purchaser will if Seller is owed payment, or to the account or accounts specified by Buyer, if the Buyer is owed payment, within five (5) days deliver additional shares of Purchaser's Stock having a value equal Business Days after the Final Closing Date Working Capital and the Final Closing Date Cash and the Final Closing Date Debt are agreed to by the Adjustment Amount. For all purposes of this Section 2.2, Buyer and the value of the Purchaser's Stock shall be deemed to be equal to $0.92 per share (the "Agreed Value"). In the event the Adjustment Amount is negative, the Purchase Price shall be reduced by such amount and Escrow Agent shall within five (5) days pay to Purchaser such Adjustment Amount out of the Escrow Fund. Payment shall be made first out of the cash portion of the Escrow Fund and second out of the stock portion of the Escrow Fund valued for this purpose at the Agreed Value. After the adjustment of the Purchase Price is complete, Seller or any remaining cash in disputed items are ultimately determined by the Escrow Fund will be returned to Sellers in accordance with the terms of the Escrow Agreement. Any adjustments required in this Section will be subject to the dispute resolution procedures set forth in Schedule 2.2(B) hereofNeutral Auditors.

Adjustment of the Purchase Price. The Purchase Price shall be subject to adjustment by the amount (the "Adjustment Amount"), if any, that the Net Working Capital of the Company increases or decreases between August 31, 2002 and as reflected in the Closing DateBalance Sheet is more (or less) by an amount greater than $20,000 than the Net Working Capital as reflected in the Interim Balance Sheet. Promptly after the Closing Date, Purchaser's Independent Auditors shall perform a review of the financial statements of the Company for the period beginning December 1October 31, 2002 2004 and ended the Closing Date, including a balance sheet (the "Closing Balance Sheet"). The Closing Balance sheet shall be prepared based on the same accounting principles, assumptions and methodologies as those used to prepare the Interim Balance Sheet. The Closing Balance Sheet shall be delivered to Sellers and Purchaser within 45 seventy-five (75) days after the Closing Date. Upon such delivery of the Closing Balance Sheet, the Purchase Price will be increased or decreased by the Adjustment Amount. The Adjustment Amount shall be computed by subtracting $425,112 92,795.44 (which the parties agree is the Net Working Capital of the Company as at August October 31, 2002 2004 computed as set forth on Schedule 2.2(A) hereof) from the Net Working Capital of the Company at Closing as shown on the Closing Balance Sheet. In the event the Adjustment Amount is positive, the Purchase Price shall be increased by the amount of the Adjustment Amount, and within fifteen (15) days of the date of which the Closing Balance Sheet is delivered to Purchaser, Purchaser will within five (5) days deliver additional shares the Adjustment Amount by certified or bank check or by wire transfer of Purchaser's Stock having a value equal immediately available funds to the Adjustment Amount. For all purposes of this Section 2.2, the value of the Purchaser's Stock shall be deemed to be equal to $0.92 per share (the "Agreed Value")accounts designated by Sellers in writing. In the event the Adjustment Amount is negative, the Purchase Price shall be reduced by such amount and Escrow Agent shall within five (5) days will pay to Purchaser such Adjustment Amount out of the Escrow FundFund pursuant to the terms of the Escrow Agreement. Payment shall be made first out of the cash portion of the Escrow Fund and second out of the stock portion of the Escrow Fund to be valued based on the average closing price for this purpose at the Agreed ValuePurchaser's Stock during the ten (10) Trading Days immediately preceding the disbursement. After the adjustment of the Purchase Price is complete, any remaining cash in the Escrow Fund will be returned to Sellers in accordance with the terms of the Escrow Agreement and the remaining Shares of the stock portion of the Escrow Fund will continue to be held in escrow pursuant to the terms of the Escrow Agreement. Any adjustments required in this Section will be subject to the dispute resolution procedures set forth in Schedule 2.2(B) hereof. Notwithstanding the foregoing, in the event the Adjustment Amount is less than $20,000, whether positive or negative, no adjustment will be made to the Purchase Price pursuant to this section.

Adjustment of the Purchase Price. The Purchase Price shall be subject to adjustment by (a) At Closing, the amount (the "Adjustment Amount"), if any, that the Net Working Capital aggregate value of the Company increases or decreases between August 31, 2002 and Current Assets included in the Closing Date. Promptly after the Closing Date, Purchaser's Independent Auditors Seller Assets shall perform not be less than $10,000,000 as shown on a review of the financial statements of the Company for the period beginning December 1, 2002 and ended the Closing Date, including a preliminary balance sheet (the "Preliminary Closing Balance Sheet")) dated as of the Closing Date and prepared by Seller on a basis consistent with the Seller Financial Statements, except that Inventory shall be valued as provided in Sections 3.2(b),(c) and (d) below and various accruals are to be estimated. The To the extent the value of the Current Assets on the Preliminary Closing Balance Sheet shall be delivered to Sellers and Purchaser within 45 days after the Closing Date. Upon such delivery of the Closing Balance Sheet, the Purchase Price will be increased exceeds or decreased by the Adjustment Amount. The Adjustment Amount shall be computed by subtracting is less than $425,112 (which the parties agree is the Net Working Capital of the Company as at August 31, 2002 computed as set forth on Schedule 2.2(A) hereof) from the Net Working Capital of the Company at Closing as shown on the Closing Balance Sheet. In the event the Adjustment Amount is positive10,000,000, the Purchase Price shall be increased by adjusted accordingly and the amount cash portion of the Adjustment Amount, and Purchaser will within five (5) days deliver additional shares of Purchaser's Stock having a value equal to the Adjustment Amount. For all purposes of this Section 2.2, the value of the Purchaser's Stock shall be deemed to be equal to $0.92 per share (the "Agreed Value"). In the event the Adjustment Amount is negative, the Purchase Price shall be reduced increased or decreased, as appropriate, to reflect the adjustment. For purposes of this adjustment, inventory shall be valued based upon a physical inventory taken by Seller and observed by Recycling and its representatives on a date not more than fifteen business days preceding the Closing (the "Inventory Date"). The physical quantities of inventory observed on the Inventory Date shall be valued as follows: (b) Unprepared Inventory shall be valued as provided in Schedule 3.2. (c) Prepared Inventory shall be valued as provided in Schedule 3.2. (d) Fabricated Steel Inventory shall be valued as provided in Schedule 3.2. (e) Within 30 days after the Closing Date, Recycling and Seller shall mutually prepare a substitute closing balance sheet for the Preliminary Closing Balance Sheet, prepared on a basis consistent with the Seller Financial Statements, except for Inventory which shall be valued as provided in Sections 3.2(b), (c) and (d) above, and except that accruals which are estimated on the Preliminary Closing Balance Sheet shall be determined based on actual experience to the extent practicable. Such substitute balance sheet (the "Final Closing Balance Sheet") shall reflect any and all adjustments that should properly have been reflected in the Preliminary Closing Balance Sheet. The Current Assets as shown on the Final Closing Balance Sheet shall be determinative for the purpose of applying Section 3.2(a). If the payment to Seller at Closing (based on the Preliminary Closing Balance Sheet) shall be greater than the payment to which Seller is entitled under the Final Closing Balance Sheet, Seller shall refund to RII Sub the amount of the overpayment, in immediately available funds, within 5 business days following demand therefor. If such payment to Seller at Closing shall be less than the payment to which Seller is entitled under the Final Closing Balance Sheet, RII Sub shall pay to Seller the amount of the underpayment, in immediately available funds, within 5 business days following demand therefor. (f) In addition to any adjustment resulting from the preparation of the Final Closing Balance Sheet, after Closing the value of the Seller Receivables included in Current Assets at Closing will be adjusted to reflect Ordinary Course adjustments for shortages, weight variations, quality and Escrow Agent quantity. Any increase in the value of the Seller Receivables as a result of the foregoing adjustments shall be paid to Seller by the RII Sub in immediately available funds. Any decrease in the in the value of the Seller Receivables as a result of the foregoing adjustments shall be paid to the RII Sub by Seller in immediately available funds. Any payments required pursuant to this Section 3.2(f) shall be paid within five (5) days pay to Purchaser such Adjustment Amount out of the Escrow Fund. Payment shall be made first out determination of the cash portion of the Escrow Fund and second out of the stock portion of the Escrow Fund valued for this purpose at the Agreed Value. After the adjustment of the Purchase Price is complete, any remaining cash in the Escrow Fund will be returned to Sellers in accordance with the terms of the Escrow Agreement. Any adjustments required in this Section will be subject to the dispute resolution procedures set forth in Schedule 2.2(B) hereofamount.