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 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 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.