Common use of Net Worth Adjustment Clause in Contracts

Net Worth Adjustment. The Cash Portion of the Purchase Price shall be adjusted downward on a dollar-for-dollar basis by the amount by which the Net Worth of Sigma6 is less than $200,000 (the "Minimum Net Worth") as of the Closing Date. The Net Worth of Sigma6 as of the Closing Date shall initially be determined prior to the Closing Date by Sigma6 in good faith within two business days prior to the Closing Date (the "Closing Determination"). Following the Closing Date, the Net Worth of Sigma6 as of the Closing Date shall be determined by AA in accordance with the terms of this Agreement (at the expense of the Buyer), which determination (the "AA Determination") shall be submitted in writing to the Buyer and the Sellers not later than sixty (60) days after the Closing. Unless the Sellers' Representative on behalf of all Sellers objects in writing to the AA Determination within ten business days of the receipt of such determination, the AA Determination shall be final, conclusive and binding on the Parties. If no objection is made, Sellers shall pay to Buyer by wire transfer (or by the return to the Buyer, at Sellers' Representative's option, the equivalent number of shares of Buyer Common Stock (valued at $4.50 per share) equal to) the amount, if any, by which the amount of the AA Determination is less than the Minimum Net Worth (less any deduction against the Cash Portion of the Purchase Price as a result of the Closing Determination) within ten (10) days after the AA Determination.