Common use of Adjustment Amount and Payment Clause in Contracts

Adjustment Amount and Payment. The Preliminary Purchase Price shall be increased or decreased by the Adjustment Amount in accordance with this Section 2.4. The "Adjustment Amount" (which may be a positive or negative number) will be equal to the amount determined by subtracting the Closing Net Asset Value from the Target Net Asset Value. If the Adjustment Amount is positive, then the Adjustment Amount shall be paid by wire transfer of immediately available funds by the Seller to an account specified by the Buyer, net of the Adjustment Escrow Amount paid to the Buyer pursuant to the Escrow Agreement. If the Adjustment Amount is negative, then the Adjustment Amount shall be paid by wire transfer of immediately available funds by the Buyer to an account specified by the Seller. The payment of the Adjustment Amount shall be made together with interest at the rate of six percent (6%) per annum, which interest shall begin accruing on the Closing Date and end on the date on which the payment of the Adjustment Amount is made. Within three Business Days after the calculation of the Closing Net Asset Value becomes binding and conclusive on the parties pursuant to Section 2.5 of this Agreement, the Seller or the Buyer, as the case may be, shall pay the Adjustment Amount as provided for in this Section 2.4. The Preliminary Purchase Price as so adjusted is referred to herein as the "Purchase Price".

Adjustment Amount and Payment. (a) The Preliminary Purchase Price shall be increased or decreased by the Adjustment Amount in accordance with this Section 2.4. The "“Adjustment Amount" ” (which may be a positive or negative number) will be equal to the amount determined by subtracting the Closing Net Asset Value from the Target Net Estimated Closing Asset Value. If the Adjustment Amount is positive, then the Adjustment Amount shall be paid by wire transfer of immediately available funds by the Seller Company to Buyer in an account specified by the Buyer, net of the Adjustment Escrow Amount paid to the Buyer pursuant to the Escrow Agreement. If the Adjustment Amount is negative, then the Adjustment Amount shall be paid by wire transfer of immediately available funds by the Buyer to Company to an account specified by the SellerCompany. The payment of maximum adjustment amount payable to Company, if applicable, is $10,000,000; provided, however, the $10,000,000 maximum shall not apply if both (i) the resulting Adjustment Amount due to Company is caused by an increase in inventory related to the Business reflected in the Closing Asset Value, which increase in inventory is directly related to written orders or written production requests by Buyer which orders or production requests materially exceed the projected orders or projected production requests of Buyer, in the amount of [***], as set forth in Company’s 2006 budget and (ii) on the Closing Date and based on inventory reflected in the Closing Asset Value, Company’s ratio of inventory to production output related to the Business has not materially increased compared to its ratio of inventory to production output of [***] which ratio is consistent with the Company’s historical practices and operations. All payments shall be made together with interest at the rate equal to the prime rate of six percent (6%) per annumABN AMRO as established from time to time, which interest shall begin accruing on the Closing Date and end on the date on which that the payment of the Adjustment Amount is made. Within three Business Days (3) business days after the calculation of the Closing Net Asset Value becomes binding and conclusive on the parties pursuant to Section 2.5 of this Agreement2.9, the Seller Sellers or the Buyer, as the case may be, shall pay make the Adjustment Amount as wire transfer payment provided for in this Section 2.4. The Preliminary Purchase Price as so adjusted is referred to herein as the "Purchase Price"2.8.

Adjustment Amount and Payment. The Preliminary Purchase Price shall be increased or decreased by the Adjustment Amount in accordance with this Section 2.4. The "Adjustment Amount" (which may be a positive or negative number) will be equal to the amount determined by (a) subtracting the Closing Net Asset Value Initial Working Capital from the Target Net Asset ValueClosing Working Capital, (b) adding to such amount the Capital Expenditures, (c) subtracting from such amount the difference obtained by subtracting the Assumed Debt, as set forth on the Company Consolidated Financial Statement in the amount of $0, from the Assumed Debt, as set forth on the balance sheet included in the Closing Financial Statements, which Assumed Debt shall be determined in a manner consistent with and using the same accounting methodologies and practices as the calculation thereof on the Company Consolidated Financial Statements, and (d) adding to such amount, to the extent not reflected in clause (a), the excess of (i) the reduction in Taxes realized by the Company or its Subsidiaries for the current tax year by reason of the payment of the bonuses at Closing set forth on Schedule 2.04(a)(i) over (ii) the amount of any Taxes paid or payable by the Company or its Subsidiaries as a result of the payment of such bonuses. If the Adjustment Amount is positive, then the The Adjustment Amount shall be paid either (a) by Sellers to an account specified by Buyer (if the Adjustment Amount is negative) directly by Sellers in cash by wire transfer of immediately available funds or (b) by the Seller Buyer to an account accounts specified by the Buyer, net each of the Adjustment Escrow Amount paid respective Sellers in amounts corresponding to the Buyer pursuant applicable percentages set forth with respect to the Escrow Agreement. If each Seller on Schedule 2.04(a)(ii) (if the Adjustment Amount is negative, then the Adjustment Amount shall be paid positive) in cash by wire transfer of immediately available funds by the Buyer to an account specified by the Sellerfunds. The payment of the Adjustment Amount All payments shall be made together with interest at the rate of six percent (6%) 7.5% per annum, which interest shall begin accruing on the Closing Date and end on the date on which the payment of the Adjustment Amount is made. Within three Business Days (3) business days after the calculation of the Closing Net Asset Value Working Capital becomes binding and conclusive on the parties pursuant to Section 2.5 of this Agreement2.05 hereof, the Seller Sellers or the Buyer, as the case may be, shall pay make the Adjustment Amount as wire transfer payment provided for in this Section 2.4. The Preliminary Purchase Price as so adjusted is referred to herein as the "Purchase Price"2.04.

Adjustment Amount and Payment. The Preliminary Purchase Price shall be increased or decreased by the Adjustment Amount in accordance with this Section 2.4. The "Adjustment Amount" (which may be a positive or negative number) will be equal to the amount determined by (a) subtracting the Closing Net Asset Value Initial Working Capital from the Target Net Asset ValueClosing Working Capital, (b) adding to such amount the Capital Expenditures, (c) subtracting from such amount the difference obtained by subtracting the Assumed Debt, as set forth on the Company Consolidated Financial Statement in the amount of $0, from the Assumed Debt, as set forth on the balance sheet included in the Closing Financial Statements, which Assumed Debt shall be determined in a manner consistent with and using the same accounting methodologies and practices as the calculation thereof on the Company Consolidated Financial Statements, and (d) adding to such amount, to the extent not reflected in clause (a), the excess of (i) the reduction in Taxes realized by the Company or its Subsidiaries for the current tax year by reason of the payment of the bonuses at Closing set forth on Schedule 2.04(a)(i) over (ii) the ------------------- amount of any Taxes paid or payable by the Company or its Subsidiaries as a result of the payment of such bonuses. If the Adjustment Amount is positive, then the The Adjustment Amount shall be paid either (a) by Sellers to an account specified by Buyer (if the Adjustment Amount is negative) directly by Sellers in cash by wire transfer of immediately available funds or (b) by the Seller Buyer to an account accounts specified by the Buyer, net each of the Adjustment Escrow Amount paid respective Sellers in amounts corresponding to the Buyer pursuant applicable percentages set forth with respect to the Escrow Agreement. If each Seller on Schedule 2.04(a)(ii) (if the Adjustment Amount is negative, then the Adjustment Amount shall be paid -------------------- positive) in cash by wire transfer of immediately available funds by the Buyer to an account specified by the Sellerfunds. The payment of the Adjustment Amount All payments shall be made together with interest at the rate of six percent (6%) 7.5% per annum, which interest shall begin accruing on the Closing Date and end on the date on which the payment of the Adjustment Amount is made. Within three Business Days (3) business days after the calculation of the Closing Net Asset Value Working Capital becomes binding and conclusive on the parties pursuant to Section 2.5 of this Agreement2.05 ------------ hereof, the Seller Sellers or the Buyer, as the case may be, shall pay make the Adjustment Amount as wire transfer payment provided for in this Section 2.42.04. The Preliminary Purchase Price as so adjusted is referred to herein as the "Purchase Price".------------