Common use of Post-Closing Purchase Price Adjustment Clause in Contracts

Post-Closing Purchase Price Adjustment. In the event that the -------------------------------------- Working Capital as reflected on the Audited Closing Balance Sheet is less than $440,000, then the Purchase Price will be adjusted downward, on a dollar-for- dollar basis, to reflect the lesser of (i) the decrease, if any, in the total Working Capital as reflected on the Audited Closing Balance Sheet from the amount of Working Capital reflected on the Preliminary Closing Balance Sheet or (ii) the amount by which the Working Capital reflected on the Audited Closing Balance Sheet is less than $440,000. Conversely, the Purchase Price will be adjusted upward, on a dollar-for dollar basis, to reflect the increase if any, in the total Working Capital as reflected on the Audited Closing Balance Sheet from the amount of Working Capital reflected on the Preliminary Closing Balance Sheet, provided, however, that in no event shall such adjustment exceed the total amount of any adjustment to the Purchase Price made pursuant to Section ------- 2.5 above. The post-closing adjustment to the Purchase Price, if any, shall be --- paid by Sellers to Global or by Global to Sellers, as the case may be, in immediately available funds within ten (10) days of delivery of the Audited Closing Balance Sheet.

Post-Closing Purchase Price Adjustment. In the event that the -------------------------------------- Working Capital as reflected on the Audited Closing Balance Sheet is less than $440,000the Working Capital Target, then the Purchase Price will be adjusted downward, on a dollar-for- for-dollar basis, to reflect the lesser of (i) the decrease, if any, in the total Working Capital as reflected on the Audited Closing Balance Sheet from the amount of Working Capital reflected on the Preliminary Closing Balance Sheet or (ii) the amount amount, if any, by which the Working Capital reflected on the Audited Closing Balance Sheet is less than $440,000the Working Capital Target. Conversely, the Purchase Price will be adjusted upward, on a dollar-for dollar basis, to reflect the increase increase, if any, in the total Working Capital as reflected on the Audited Closing Balance Sheet from the amount of Working Capital reflected on the Preliminary Closing Balance Sheet, provided, however, that in no event shall such upward adjustment exceed the total amount of any adjustment to the Purchase Price made pursuant to Section ------- 2.5 2.6(b) above. The post-closing adjustment to the -------------- Purchase Price, if any, shall be --- paid by Sellers Seller to Global from the Escrow Sum or by Global to SellersSeller, as the case may be, in immediately available funds within ten (10) business days of delivery of the Audited Closing Balance Sheet, unless the Seller disputes any items on the Audited Closing Balance Sheet, in which case it shall be paid within ten (10) business days after the Independent Accountants finally determine the disputed item(s), and Global delivers to Seller an Audited Closing Balance Sheet modified to reflect such determination.

Post-Closing Purchase Price Adjustment. In the event that the -------------------------------------- Working Capital as reflected on the Audited Closing Balance Sheet is less than $440,000the Working Capital Target, then the Purchase Price will be adjusted downward, on a dollar-for- for-dollar basis, to reflect the lesser of (i) the decrease, if any, in the total Working Capital as reflected on the Audited Closing Balance Sheet from the amount of Working Capital reflected on the Preliminary Closing Balance Sheet or (ii) the amount amount, if any, by which the Working Capital reflected on the Audited Closing Balance Sheet is less than $440,000the Working Capital Target. Conversely, the Purchase Price will be adjusted upward, on a dollar-for dollar basis, to reflect the increase increase, if any, in the total Working Capital as reflected on the Audited Closing Balance Sheet from the amount of Working Capital reflected on the Preliminary Closing Balance Sheet, provided, however, that in no event shall such upward adjustment exceed the total amount of any adjustment to the Purchase Price made pursuant to Section ------- 2.5 2.6(b) above. The post-closing adjustment to the -------------- Purchase Price, if any, shall be --- paid by Sellers Seller to Global from the Escrow Sum (or, at Seller's option, in cash) or by Global to SellersSeller, as the case may be, in immediately available funds within ten (10) business days of delivery of the Audited Closing Balance Sheet, unless the Seller disputes any items on the Audited Closing Balance Sheet, in which case it shall be paid within ten (10) business days after the Independent Accountants finally determine the disputed item(s), and Global delivers to Seller an Audited Closing Balance Sheet modified to reflect such determination.

Post-Closing Purchase Price Adjustment. In the event that the -------------------------------------- Working Capital as reflected on the Audited Closing Balance Sheet is less than $440,0002,500,000, then the Purchase Price will be adjusted downward, on a dollar-for- for-dollar basis, to reflect the lesser of (i) the decrease, if any, in the total Working Capital as reflected on the Audited Closing Balance Sheet from the amount of Working Capital reflected on the Preliminary Closing Balance Sheet or (ii) the amount by which the Working Capital reflected on the Audited Closing Balance Sheet is less than $440,0002,500,000. Conversely, the Purchase Price will be adjusted upward, on a dollar-for dollar basis, to reflect the increase if any, in the total Working Capital as reflected on the Audited Closing Balance Sheet from the amount of Working Capital reflected on the Preliminary Closing Balance Sheet, provided, however, that in no event shall such adjustment exceed the total amount of any adjustment to the Purchase Price made pursuant to Section ------- 2.5 2.6(b) above. The post-closing adjustment to the Purchase Price, if any, shall ----- be --- paid by Sellers to Global or by Global to Sellers, as the case may be, in immediately available funds within ten (10) days of delivery of the Audited Closing Balance Sheet.. Sellers may pay any post-Closing Purchase Price adjustment under this Section 2.8 from the Escrow Sum in accordance with Section ----------- ------- 2.5 hereof. --- -7-

Post-Closing Purchase Price Adjustment. In the event that the -------------------------------------- Working Capital as reflected on the Audited Closing Balance Sheet is less than $440,000the Working Capital Target, then the Purchase Price will be adjusted downward, on a dollar-for- for-dollar basis, to reflect the lesser of (i) the decrease, if any, in the total Working Capital as reflected on the Audited Closing Balance Sheet from the amount of Working Capital reflected on the Preliminary Closing Balance Sheet or (ii) the amount amount, if any, by which the Working Capital reflected on the Audited Closing Balance Sheet is less than $440,000the Working Capital Target. Conversely, the Purchase Price will be adjusted upward, on a dollar-for dollar basis, to reflect the increase increase, if any, in the total Working Capital as reflected on the Audited Closing Balance Sheet from the amount of Working Capital reflected on the Preliminary Closing Balance Sheet, ; provided, however, that in no event shall such upward adjustment exceed the total amount of any downward adjustment to the Purchase Price made pursuant to Section ------- 2.5 2.6(b) above. The post-closing adjustment to the Purchase Price, if ------------- any, shall be --- paid by the Sellers to Global Buyer from the Escrow Sum or by Global Buyer to the Sellers, as the case may be, in immediately available funds within ten (10) Business days of delivery of the Audited Closing Balance Sheet, unless the Sellers dispute any items on the Closing Balance Sheet, in which case it shall be paid within ten (10) Business days after the Independent Accountants finally determine the disputed item(s), and Buyer delivers to the Sellers a Closing Balance Sheet modified to reflect such determination.