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 the Working Capital Target, 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 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, if any, by which the Working Capital reflected on the Audited Closing Balance Sheet is less than the Working Capital Target. 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 upward adjustment exceed the total amount of any adjustment to the Purchase Price made pursuant to Section 2.6(b) above. The post-closing adjustment to the -------------- Purchase Price, if any, shall be paid by Seller to Global from the Escrow Sum (or, at Seller's option, in cash) or by Global to Seller, 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 the Working Capital Target, 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 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, if any, by which the Working Capital reflected on the Audited Closing Balance Sheet is less than the Working Capital Target. 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 upward adjustment exceed the total amount of any adjustment to the Purchase Price made pursuant to Section 2.6(b) above. The post-closing adjustment to the -------------- Purchase Price, if any, shall be paid by Seller to Global from the Escrow Sum (or, at Seller's option, in cash) or by Global to Seller, 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 the Working Capital Target, 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 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, if any, by which the Working Capital reflected on the Audited Closing Balance Sheet is less than the Working Capital Target. 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 upward adjustment exceed the total amount of any adjustment to the Purchase Price made pursuant to Section 2.6(b) above. The post-closing adjustment to the -------------- Purchase Price, if any, shall be paid by Seller to Global from the Escrow Sum (or, at Seller's option, in cash) or by Global to Seller, 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 the Working Capital Target, 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 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, if any, by which the Working Capital reflected on the Audited Closing Balance Sheet is less than the Working Capital Target. 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 upward adjustment exceed the total amount of any downward adjustment to the Purchase Price made pursuant to Section 2.6(b) above. The post-closing adjustment to the -------------- Purchase Price, if ------------- any, shall be paid by Seller the Sellers to Global Buyer from the Escrow Sum (or, at Seller's option, in cash) or by Global Buyer to Sellerthe Sellers, as the case may be, in immediately available funds within ten (10) business Business days of delivery of the Audited Closing Balance Sheet, unless the Seller disputes Sellers dispute any items on the Audited Closing Balance Sheet, in which case it shall be paid within ten (10) business Business days after the Independent Accountants finally determine the disputed item(s), and Global Buyer delivers to Seller an Audited the Sellers a Closing Balance Sheet modified to reflect such determination.

Post-Closing Purchase Price Adjustment. In Promptly after the event that Closing Statement Review, including the -------------------------------------- Working Capital as reflected on final determination of the Audited Closing Balance Sheet is less than the Working Capital Target, then adjustments to the Purchase Price will be adjusted downward, on a dollar-for-dollar basis, to reflect under Section 2.6 (utilizing the lesser Closing Statement Review instead of (i) the decrease, if any, in 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) for all such adjustments), and the amount, if any, by which resulting Cash Portion of the Working Capital reflected Purchase Price calculated with reference to such amounts become final and binding on the Audited parties under Section 2.7 above, the Estimated Cash Portion of the Purchase Price shall be recalculated by giving effect to the final and binding Closing Balance Sheet Statement Review, including the adjustments to the Purchase Price under Section 2.6, (as recalculated, the “Final Cash Portion of the Purchase Price”). If the Estimated Cash Portion of the Purchase Price is greater than the Final Cash Portion of the Purchase Price, such difference shall be paid out of the Escrow Sum to the Buyer (which Escrow Sum shall be the sole and exclusive remedy for Buyer under this Section 2.8). If the Estimated Cash Portion of the Purchase Price is less than the Working Capital Target. Conversely, Final Cash Portion of the Purchase Price will Price, such difference shall be adjusted upwardpayable, on a dollar-for dollar basisjointly and severally, by Global and Buyer 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 upward adjustment exceed the total amount of any adjustment Parent. Any payment to the Purchase Price be made pursuant to this Section 2.6(b) above. The post-closing adjustment to the -------------- Purchase Price, if any, 2.8 shall be paid by Seller to Global from the Escrow Sum (or, at Seller's option, in cash) or by Global to Seller, as the case may be, made in immediately available funds by wire transfer within ten three (103) business days Business Days after the Closing Statement Review and the Purchase Price become final and binding on the parties hereto pursuant to this Section 2.8. The provisions of delivery Sections 2.6 and 2.7 and this Section 2.8 shall not be subject to, and the claims hereunder shall not be included in any of the Audited Closing Balance Sheetclaims that are subject to, unless the Seller disputes limitations of Article VIII (except for the right to make a claim under Section 8.1 for a failure to pay any items on the Audited Closing Balance Sheetamounts due under Sections 2.6, in which case it 2.7 or 2.8 and except that claims under Section 2.8 shall be paid within ten (10) business days after deducted from the Independent Accountants finally determine the disputed item(s$4,000,000 aggregate Primary Cap liability of Sellers under Section 8.5 hereof), 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 the Working Capital Target, 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 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, if any, by which the Working Capital reflected on the Audited Closing Balance Sheet is less than the Working Capital Target. 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 upward adjustment exceed the total amount of any downward adjustment to the Purchase Price made pursuant to Section 2.6(b2.14(b) above. The post-closing adjustment to the -------------- Purchase Price, if --------------- any, payable by the Sellers and Shareholders to Global shall be paid by the Sellers and Shareholders to Global in cash and shall be allocated among Sellers and Shareholders based on the Allocable Portions. In addition, the post-closing adjustment to the Purchase Price, if any, payable by Global to the Sellers and Shareholders shall be paid by Seller to Global from the Escrow Sum (or, at Seller's option, in cash) or by Global to Seller, as the case may be, . Such payments shall be made in immediately available funds within ten (10) business days of delivery of the Audited Closing Balance Sheet, unless the Seller disputes Sellers dispute 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 or Independent Accountants deliver(s) to Seller an Audited the Sellers (and the Global, if applicable) a Closing Balance Sheet modified to reflect such determination.

Post-Closing Purchase Price Adjustment. In the event that the Working -------------------------------------- Working Capital as reflected on the Audited Closing Balance Sheet is less than the Working Capital Target$2,394,322, 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 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, if any, by which the Working Capital reflected on the Audited Closing Balance Sheet is less than the Working Capital Target$2,394,322. 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 upward adjustment exceed the total amount of any downward adjustment to the Purchase Price made pursuant to Section 2.6(b) above. The -------------- post-closing adjustment to the -------------- Purchase Price, if any, shall be paid either (i) by Seller the Sellers to the Buyer or Global (at the sole discretion of Global) in shares of Global Stock from the Escrow Sum pursuant to the Escrow Agreement or (or, at Seller's option, ii) by the Buyer to the Sellers in cash) immediately available funds. Such payments or by Global to Sellerdeliveries, as the case may be, in immediately available funds of the post-closing adjustment shall be made within ten (10) business days of delivery of the Audited Closing Balance Sheet, unless the Seller disputes Sellers dispute 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 the Buyer or Global delivers to Seller an Audited the Sellers a 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 the Working Capital Target, 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 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, if any, by which the Working Capital reflected on the Audited Closing Balance Sheet is less than the Working Capital Target. 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 upward adjustment exceed the total amount of any adjustment to the Purchase Price made pursuant to Section 2.6(b2.6(c) above. The post-closing adjustment to the -------------- Purchase Price, if any, shall be paid by Seller to Global Xxxxxx from the Escrow Sum (or, at Seller's option, in cash) or by Global Xxxxxx to Seller, 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 Xxxxxx delivers to Seller an Audited Closing Balance Sheet modified to reflect such determination.. Notwithstanding the foregoing, Konica shall be responsible for or shall receive, as the case may be, ten percent (10%) of any adjustment to the Purchase Price made pursuant to this Section 2.8. -----------

Post-Closing Purchase Price Adjustment. In the event that the --- -------------------------------------- Working Capital as reflected on the Audited Closing Balance Sheet is less than the Working Capital Target, 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 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, if any, by which the Working Capital reflected on the Audited Closing Balance Sheet is less than the Working Capital Target. 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 upward adjustment exceed the total amount of any downward adjustment to the Purchase Price made pursuant to Section 2.6(b) above. The post-closing adjustment to the -------------- Purchase Price, if -------------- any, shall be paid by Seller the Sellers to Global Buyer from the Escrow Sum (or, at Seller's option, in cash) or by Global Buyer to Sellerthe Sellers, as the case may be, in immediately available funds within ten (10) business Business days of delivery of the Audited Closing Balance Sheet, unless the Seller disputes Sellers dispute any items on the Audited Closing Balance Sheet, in which case it shall be paid within ten (10) business Business days after the Independent Accountants finally determine the disputed item(s), and Global Buyer delivers to Seller an Audited the Sellers a Closing Balance Sheet modified to reflect such determination.

Post-Closing Purchase Price Adjustment. (a) In the event that the -------------------------------------- Closing Date Working Capital as reflected on the Audited Closing Balance Sheet Final Purchase Price Adjustment Statement is less greater than the Estimated Closing Date Working Capital TargetCapital, then Buyer shall pay Seller an amount equal to the Purchase Price will be adjusted downwarddifference; provided that, on a dollar-for-dollar basis, to reflect if the lesser of (i) Estimated Closing Date Working Capital was less than Target Working Capital as of the decrease, if any, in Closing Date and (ii) Closing Date Working Capital as reflected on the Audited Closing Balance Sheet from Final Purchase Price Adjustment Statement is equal to or greater than Target Working Capital, then the amount of paid by Buyer to Seller under this Section 3.4(a) shall not exceed the difference between the Estimated Closing Date Working Capital reflected on and the Preliminary Target Working Capital. In the event that Closing Balance Sheet or (ii) the amount, if any, by which the Working Capital reflected on the Audited Closing Balance Sheet is less than the Working Capital Target. Conversely, the Purchase Price will be adjusted upward, on a dollar-for dollar basis, to reflect the increase, if any, in the total Date Working Capital as reflected on the Audited Final Purchase Price Adjustment Statement is less than the Estimated Closing Balance Sheet Date Working Capital, Buyer shall be entitled to payment from Seller of such difference or, without duplication, out of the Adjustment Escrow Account, and if the Adjustment Escrow Account is depleted in connection with the foregoing or the other payments made pursuant to this Section 3.4(a), the remainder of such amount of from Seller; provided that, if the (i) Estimated Closing Date Working Capital was equal to or greater than Target Working Capital as of the Closing Date and (ii) Closing Date Working Capital as 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 Final Purchase Price made pursuant to Section 2.6(b) above. The post-closing adjustment to Adjustment Statement is less than Target Working Capital, then the -------------- Purchase Price, if any, shall be amount paid by Seller to Global from Buyer under this Section 3.4(a) shall equal the Escrow Sum (or, at Seller's option, in cash) or by Global to Seller, difference between the Target Working Capital and the Closing Date Working Capital 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 reflected on the Audited Final Purchase Price Adjustment Statement. In the event that the Closing Balance SheetDate Working Capital as reflected on the Final Purchase Price Adjustment Statement is equal to the Estimated Closing Date Working Capital, in which case it no adjustment will be due. For the avoidance of doubt, if both the Estimated Closing Date Working Capital and the Closing Date Working Capital as reflected on the Final Purchase Price Adjustment Statement are equal to or greater than the Target Working Capital, no adjustment shall be paid within ten (10) business days after the Independent Accountants finally determine the disputed item(srequired pursuant to this Section 3.4(a), and Global delivers to Seller an Audited Closing Balance Sheet modified to reflect such determination.

Post-Closing Purchase Price Adjustment. In The Purchase Price shall also be subject to adjustment, if any, after the Closing Date as specified in this Section 2.3(b). As soon as practicable, but in any event that within sixty (60) calendar days following the -------------------------------------- Closing Date, Buyer shall deliver to the Seller Representative (i) a consolidated unaudited balance sheet for the Companies (the “Closing Balance Sheet”) and Net Working Capital Amount calculation, each as of the Closing Date; (ii) a calculation specifying the extent to which such actual Net Working Capital Amount is greater or less than the estimated Net Working Capital Amount set forth on Exhibit D; and (iii) actual Delinquent AR as of the Closing Date (such deliverable is referred to herein as the “Post-Closing NWC Notice”). Subject to the resolution of any disputes pursuant to Section 2.3(c), after the date of receipt by the Seller Representative of the Post-Closing NWC Notice: (y) if the Net Working Capital Amount reflected on the Audited Closing Balance Sheet is less than as set forth in the Post-Closing NWC Notice exceeds the estimated Net Working Capital TargetAmount reflected on Exhibit D, then the Purchase Price shall be increased in an amount equal to such excess and no later than thirty (30) calendar days thereafter, Buyer will be adjusted downward, on a dollar-for-dollar basis, pay to reflect Sellers the lesser amount of such increase; and (iz) if the decrease, if any, in Net Working Capital as Amount reflected on the Audited Closing Balance Sheet from as set forth in the amount of Working Capital reflected on the Preliminary Post-Closing Balance Sheet or (ii) the amount, if any, by which the Working Capital reflected on the Audited Closing Balance Sheet NWC Notice is less than the estimated Net Working Capital Target. ConverselyAmount set forth in Exhibit D, the Purchase Price will be adjusted upward, on a dollar-for dollar basis, Seller Representative and Buyer shall give an Officer’s Certificate to reflect the increase, if any, in the total Working Capital as reflected on the Audited Closing Balance Sheet Escrow Agent to release from the amount of Working Capital reflected on the Preliminary Closing Balance SheetEscrow Fund, provided, however, that in no event shall such upward adjustment exceed the total amount of any later than thirty (30) calendar days thereafter (as a downward adjustment to the Purchase Price Price), an amount equal to the deficit. Any payment required to be made pursuant to this Section 2.6(b2.3(b) above. The post-closing adjustment to shall bear no interest if paid on or before the -------------- Purchase Pricedue date, if any, shall be paid by Seller to Global from the Escrow Sum and will bear interest at six percent (or, at Seller's option, in cash6%) or by Global to Seller, as the case may be, in immediately available funds within ten per annum beginning thirty (1030) 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 determinationdue date.

Post-Closing Purchase Price Adjustment. In the event that the -------------------------------------- Working Capital as reflected on the Audited Closing Balance Sheet is less than the Working Capital Target, 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 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, if any, by which the Working Capital reflected on the Audited Closing Balance Sheet is less than the Working Capital Target. 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 upward adjustment exceed the total amount of any downward adjustment to the Purchase Price made pursuant to Section 2.6(b2.13(b) above. In addition, in the event that the Effective Date Cash as reflected on the Closing Balance Sheet is less than 2,240,000, then the Purchase Price will be adjusted downward, on a $0.50 per dollar basis, to reflect the lesser of (i) the increase, if any, in the Cash Shortfall as reflected on the Closing Balance Sheet from the Cash Shortfall reflected on the Preliminary Closing Balance Sheet or (ii) the amount, if any, by which Effective Date Cash reflected on the Closing Balance Sheet is less than 2,240,000. Conversely, the Purchase Price will be adjusted upward, on a $0.50 per dollar basis, to reflect any decrease in the Cash Shortfall; 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 2.13(c). The post- closing adjustment to the Purchase Price, if any, payable by the Seller and Shareholders to Global shall be paid by the Seller and Shareholders to Global from the Standard Escrow Sum. Any post closing adjustment payable by the Seller and Shareholders to Global made in accordance with this Section 2.15 shall be allocated based on the Allocable Portions. In addition, the post-closing adjustment to the -------------- Purchase Price, if any, payable by Global to the Seller and Shareholders shall be paid by to the Shareholders' Representative (for the benefit of the Seller to Global from and the Escrow Sum (or, at Seller's option, in cashShareholders) or by Global to Seller, as the case may be, in immediately available funds and shall be made 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 or Independent Accountants deliver(s) to the Seller an Audited (and Global, if applicable) a Closing Balance Sheet modified to reflect such determination.

Post-Closing Purchase Price Adjustment. In the event (a) The Parties agree and acknowledge that the -------------------------------------- Working Capital spare parts and inventory listed in Section 1.1A of the Disclosure Schedule represent, as reflected of the date hereof, all spare parts and inventory of the Sellers on or for use on the Audited Vessels within the ordinary course of the Business. As promptly as practicable, but in no event later than 30 days after the Closing Balance Sheet is less Date, the Sellers shall cause to be prepared and delivered to the Buyer a revised Section 1.1A of the Disclosure Schedule (the “Revised Inventory List”) that reflects all spare parts and inventory aboard the Vessels or for use on the Vessels at the time of the Closing. To the extent that the Revised Inventory List differs by more than $50,000 in value with Section 1.1A of the Working Capital TargetDisclosure Schedule attached hereto, then the Purchase Price will be adjusted adjusted, upward or downward, on a dollar-for-dollar basis, to reflect such difference. If the lesser Purchase Price is increased by virtue of (i) the decrease, if any, in Working Capital as reflected Revised Inventory List containing a value of spare parts and inventory at least $50,000 greater than the value set forth on the Audited Closing Balance Sheet from original Section 1.1A of the amount Disclosure Schedule, the Buyer will deliver to the Sellers, within 5 days of Working Capital reflected the Revised Inventory List becoming final hereunder, the difference in value set forth on the Preliminary Closing Balance Sheet or (ii) Revised Inventory List and Section 1.1A of the amount, if any, Disclosure Schedule attached hereto. If the Purchase Price is decreased by which virtue of the Working Capital reflected on the Audited Closing Balance Sheet is Revised Inventory List reflecting a value of spare parts and inventory at least $50,000 less than the Working Capital Target. Converselyvalue set forth on the original Section 1.1A of the Disclosure Schedule, the Purchase Price Sellers will be adjusted upwardrefund to the Buyer, on a dollar-for dollar basiswithin 5 days of the Revised Inventory List becoming final, to reflect the increase, if any, difference in the total Working Capital as reflected value set forth 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 Revised Inventory List and Section 2.6(b) above. The post-closing adjustment to the -------------- Purchase Price, if any, shall be paid by Seller to Global from the Escrow Sum (or, at Seller's option, in cash) or by Global to Seller, as the case may be, in immediately available funds within ten (10) business days of delivery 1.1A 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 determinationDisclosure Schedule attached hereto.

Post-Closing Purchase Price Adjustment. In (a) The amount of the event that Purchase Price shall be adjusted following the -------------------------------------- Working Capital Closing Date as follows: (i) the Purchase Price shall be increased by the amount if any, by which (X) the net book value of the Inventory and property, plant and equipment reflected on the Closing Business Statement is greater than the net book value of the Inventory and property, plant and equipment as reflected on the Audited Business Statement, and (Y) the Tangible Net Worth reflected on the Witco Surfactants Closing Date GAAP Balance Sheet is less greater than the Working Capital Target, 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 Working Capital as Tangible Net Worth reflected on the Audited Closing Balance Sheet from the amount of Working Capital reflected on the Preliminary Closing Balance Sheet or Witco Surfactants Adjusted Statement; and (ii) the Purchase Price shall be decreased by (A) an amount, if any, by which (X) the Working Capital net book value of the Inventory and property, plant and equipment as reflected on the Audited Closing Business Statement is less than the net book value of the Inventory and property, plant and equipment as reflected on the Business Statement, and (Y) the Tangible Net Worth reflected on the Witco Surfactants Closing Date GAAP Balance Sheet is less than the Working Capital Target. 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 Tangible Net Worth reflected on the Audited Witco Surfactants Adjusted Statement, (B) an amount equal to the present value as of the Closing Date of the liabilities of the Germany Pension Plan calculated in accordance with ss.6a of the German tax code and using, in accordance therewith, a valuation method based upon "Teilwert" entry age funding with individual level premiums and a discount rate of 6% per annum, and (C) an amount equal to the net present value (using a discount rate of 10% per annum) as of the Closing Date of the balance of deferred taxes (excluding the balance of the Schering acquisition step-up, net) for the Germany Business set forth on the Witco Surfactants Closing Date GAAP 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 2.6(b) above. The post-closing adjustment to the -------------- Purchase Price, if any, shall be paid by Seller to Global from the Escrow Sum (or, at Seller's option, in cash) or by Global to Seller, 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 determinationusing a 35% German tax rate.