Common use of Adjustments to Closing Payments Clause in Contracts

Adjustments to Closing Payments. (a) Upon the final determination of the Closing Net Worth, the parties shall make the following adjustments: (i) If the Closing Net Worth is greater than $22,771,000 (the "Base Net Worth"), then each Shareholder's Closing Payment shall be increased by the amount of such difference multiplied by a fraction, the numerator of which is the number of shares of Common Stock owned by such Shareholder as set forth (and, with respect to the Optionholders, as to be set forth on or prior to the Closing upon exercise of their respective Options) on Exhibit I attached hereto, and the denominator of which is the total number of issued and outstanding shares of Common Stock (after taking into account the exercise of Options) (the "Shareholder's Percentage"). (ii) If the Closing Net Worth is less than the Base Net Worth, then each Shareholder's Closing Payment shall be decreased by the amount of such difference multiplied by the Shareholder's Percentage. (b) Any adjustment to any Shareholder's Closing Payment required under this Section 2.10 shall bear interest from the Closing Date to the date of payment thereof at a per annum rate equal to the "prime lending rate" as published in The Wall Street Journal as of the Closing Date based upon the actual number of days elapsed on a 365 day year. Any adjustment required pursuant to Section 2.10(a)(i) shall be paid by the Parent to the Shareholders' Payment Agent in cash in the manner set forth in Section 2.8(a). Any adjustment required pursuant to Section 2.10(a)(ii) shall be paid by each Shareholder to the Parent in cash by wire transfer in immediately available funds to an account specified by the Parent at least two Business Days prior to the date on which such payment is required to be made hereunder. Such adjustment shall be made on such of the following dates as may be applicable: (A) if neither Parent nor the Shareholders' Representative shall have objected to the preparation of the Closing Balance Sheet, the earlier of (1) 25 days after delivery to the Parent and the Shareholders' Representative of the Closing Balance Sheet or (2) 5 days after each of the Parent and the Shareholders' Representative have each indicated that it has no objections to the Closing Balance Sheet or (B) if the Parent or the Shareholders' Representative shall have objected to the Closing Balance Sheet, within 5 days following final agreement or decision with respect to the Closing Balance Sheet as provided above.

Adjustments to Closing Payments. (a) Upon the final determination of the Closing Net Worth, the parties shall will recalculate the Estimated Adjustment in accordance with the methodology set forth in EXHIBIT E (the "FINAL ADJUSTMENT") and will make the following adjustments: (i) If the Closing Net Worth is greater than $22,771,000 (Final Adjustment exceeds the "Base Net Worth")Estimated Adjustment, then each Shareholder's the Aggregate Closing Payment shall Consideration will be increased by by, and Buyer will pay to Seller the amount of such difference multiplied by a fraction, the numerator of which is the number of shares of Common Stock owned by such Shareholder as set forth (difference; and, with respect to the Optionholders, as to be set forth on or prior to the Closing upon exercise of their respective Options) on Exhibit I attached hereto, and the denominator of which is the total number of issued and outstanding shares of Common Stock (after taking into account the exercise of Options) (the "Shareholder's Percentage"). (ii) If the Closing Net Worth Final Adjustment is less than the Base Net WorthEstimated Adjustment, then each Shareholder's the Aggregate Closing Payment shall Consideration will be decreased by by, and Seller will pay to Buyer the amount of such difference multiplied by the Shareholder's Percentagedifference. (b) Any adjustment to any Shareholder's Closing Payment required under this Section 2.10 shall bear interest from the Closing Date to the date payment in respect of payment thereof at a per annum rate equal to the "prime lending rate" as published in The Wall Street Journal as of the Closing Date based upon the actual number of days elapsed on a 365 day year. Any an adjustment required pursuant to be made under Section 2.10(a)(i4.4(a) shall will be paid made by the Parent to the Shareholders' Payment Agent in cash in the manner set forth in Section 2.8(a). Any adjustment required pursuant to Section 2.10(a)(ii) shall be paid by each Shareholder to the Parent Buyer or Seller, as applicable, in cash by wire transfer in of immediately available funds to an one account of the payee specified by the Parent at least two Business Days prior to the date on which such payment is required to be made hereunderhereunder in writing by Buyer or Seller, as applicable. Such adjustment shall payment will be made on such of the following dates as may be applicable: (Ai) if neither Parent nor the Shareholders' Representative Seller shall not have objected to the preparation of disagreed with the Closing Date Balance SheetSheet and/or the Closing Net Worth as prepared and determined by Buyer, the earlier of (1A) 25 45 days after delivery to the Parent and the Shareholders' Representative Seller of the Closing Date Balance Sheet and the Closing Net Worth Statement or (2B) 5 seven days after each of the Parent and the Shareholders' Representative have each Seller has indicated in writing that it has no objections to the Closing Date Balance Sheet and the Closing Net Worth, or (Bii) if the Parent or the Shareholders' Representative Seller shall have objected to the Closing Date Balance SheetSheet and the Closing Net Worth as prepared and determined by Buyer, within 5 seven days following final agreement or decision with respect to the Closing Date Balance Sheet and the Closing Net Worth, as provided abovein Section 4.3 and this Section 4.4.

Adjustments to Closing Payments. (a) Upon the final determination of the Closing Net WorthShareholders' Equity, the parties shall make the following adjustmentsadjustment: (i) If the Closing Net Worth Shareholders' Equity is greater less than $22,771,000 the Estimated Closing Shareholders' Equity, then the Aggregate Closing Consideration will be decreased by, and the Shareholders will pay to Buyer (the "Base Net Worth"on a joint and several basis), then each Shareholder's Closing Payment shall be increased by the amount of such difference multiplied by a fraction, the numerator of which is the number of shares of Common Stock owned by such Shareholder as set forth (and, with respect to the Optionholders, as to be set forth on or prior to the Closing upon exercise of their respective Options) on Exhibit I attached hereto, and the denominator of which is the total number of issued and outstanding shares of Common Stock (after taking into account the exercise of Options) (the "Shareholder's Percentage")difference. (ii) If the Closing Net Worth is less than Shareholders' Equity exceeds the Base Net WorthEstimated Closing Shareholders' Equity, then each Shareholder's the Aggregate Closing Payment shall Consideration will be decreased by increased by, and Buyer will pay to the Shareholders, the amount of such difference multiplied by the Shareholder's Percentagedifference. (b) Any adjustment to any Shareholder's Closing Payment required under this Section 2.10 shall bear interest from the Closing Date to the date payment in respect of payment thereof at a per annum rate equal to the "prime lending rate" as published in The Wall Street Journal as of the Closing Date based upon the actual number of days elapsed on a 365 day year. Any an adjustment required pursuant to be made under Section 2.10(a)(i2.5(a) shall will be paid made by the Parent to Buyer or the Shareholders' Payment Agent in cash in the manner set forth in Section 2.8(a). Any adjustment required pursuant to Section 2.10(a)(ii) shall be paid by each Shareholder to the Parent , as applicable, in cash by wire transfer in of immediately available funds to an one account as specified by Buyer or the Parent at least two Business Days Shareholders, as applicable, prior to the date on which such payment is required to be made hereunder. Such adjustment shall payment will be made on such of the following dates as may be applicable: (i) if the Shareholders shall have not objected to the preparation of the Closing Balance Sheet or the determination of the Closing Shareholders' Equity, the earlier of (A) if neither Parent nor 37 days after delivery to the Shareholders of the Closing Balance Sheet and the Closing Shareholders' Representative Equity Statement or (B) seven days after the Shareholders have indicated that they have no objections to the preparation of the Closing Balance Sheet or the determination of the Closing Shareholders' Equity, or (ii) if the Shareholders shall have objected to the preparation of the Closing Balance Sheet, Sheet or the earlier of (1) 25 days after delivery to the Parent and the Shareholders' Representative determination of the Closing Balance Sheet or (2) 5 days after each of the Parent and the Shareholders' Representative have each indicated that it has no objections to the Closing Balance Sheet or (B) if the Parent or the Shareholders' Representative shall have objected to the Closing Balance SheetEquity by Buyer, within 5 seven days following final agreement or decision with respect to the Closing Balance Sheet or the Closing Shareholders' Equity, as applicable, as provided abovein Section 2.4.