Common use of Adjustment Amount Clause in Contracts

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event on or before the date that is the later of forty-five (45) days after the Closing Date and January 31, 2019, Acquiror shall prepare and deliver to the Holder Representative an unaudited consolidated balance sheet of the Company Group (the “Closing Balance Sheet”) and an unaudited consolidated statement of the Company Group as of the close of business on the Closing Date (the “Closing Statement”) setting forth (i) a calculation of the Closing Date Net Working Capital, (ii) a calculation of the Closing Date Indebtedness, (iii) a calculation of the Holder Expenses, (iv) a calculation of the Closing Date Cash, (v) a calculation of the Closing Date Other Adjustment Amount, (vi) the Closing Consideration calculated based on the items in the foregoing clauses (i) through (v), and (vii) the Current Blocker Tax Liabilities. The Closing Balance Sheet, the Closing Statement, including the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash and the Closing Date Other Adjustment Amount and the Current Blocker Tax Liabilities shall be determined on a consolidated basis using the Agreed Accounting Principles, and shall not include any changes in assets or liabilities as a result of purchase or other non-cash accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby. The parties agree that the purpose of preparing the Closing Balance Sheet and the Closing Statement, including the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash and the Closing Date Other Adjustment Amount and the related purchase price adjustment contemplated by this Section 2.7 is to measure the amount of the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, the Closing Consideration, and the Current Blocker Tax Liabilities, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Statement or determining the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, and the Current Blocker Tax Liabilities unless such differences are required by GAAP. Following the Closing, Holder Representative and its representatives shall have the right to reasonable access following prior notice to the books, records, the chief financial officer and auditors of the Company Group to the extent relevant for its review of the Closing Statement and the Surviving Entity shall cause the employees and auditors of the Company Group to reasonably cooperate with the Holder Representative in connection with its review of the Closing Statement (subject to customary access agreements as may be required by such auditors).

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event on or before the date that is the later of forty-five (45) within 90 calendar days after the Closing Date and January 31thereof, 2019, Acquiror Buyer shall prepare and deliver to the Holder Representative an unaudited consolidated balance sheet Seller, Buyer’s calculation of the Company Group (the “Closing Balance Sheet”) and an unaudited consolidated statement of the Company Group as of the close of business on the Closing Date (the “Closing Statement”) setting forth (i) a calculation of the Closing Date Net Working Capital, (ii) Closing Indebtedness, (iii) Closing Transaction Expenses, (iv) Closing Cash, (v) Closing Net Working Capital Adjustment Amount, and (vi) on the basis of the foregoing, a calculation of the Closing Date Indebtedness, Purchase Price (iii) a calculation of together with the Holder Expenses, (iv) a calculation of the Closing Date Cash, (v) a calculation of the Closing Date Other Adjustment Amount, (vi) the Closing Consideration calculated based on the items calculations referred to in the foregoing clauses (i) through (v) above, the “Final Closing Statement”), and (vii) the Current Blocker Tax Liabilities. The Closing Balance Sheet, the Closing Statement, including the Closing Date Net Working Capital, Closing Indebtedness and Closing Cash shall be prepared in accordance with GAAP and the defined terms used in this Section 2.06(a); provided, however, that the Final Closing Statement (and any amounts included therein) shall not give effect to any act or omission by Buyer or any of its Subsidiaries or the Company taken after the Reference Time or reflect any payments of cash in respect of the Purchase Price, or any financing transactions in connection therewith or reflect any expense or liability for which Buyer is responsible under this Agreement. For the avoidance of doubt, neither Section 2.04 nor this Section 2.06 is intended to be used to adjust the Closing Date IndebtednessPurchase Price for errors or omissions, under GAAP or otherwise, that may be found with respect to the Holder ExpensesFinancial Statements or the Target Net Working Capital. No fact or event, including any market or business development, occurring after the Closing Date Cash Date, and no change in GAAP or Applicable Law after the Closing Date Other Adjustment Amount and the Current Blocker Tax Liabilities Balance Sheet Date, shall be determined on a consolidated basis using taken into consideration in the Agreed Accounting Principlescalculations to be made pursuant to Section 2.04 or this Section 2.06. If Buyer fails to timely deliver the Final Closing Statement in accordance with the first sentence of this Section 2.06(a) within such 90-day period, and then the Preliminary Closing Statement delivered by Seller to Buyer pursuant to Section 2.04 shall not include any changes in assets or liabilities as a result of purchase or other non-cash accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby. The parties agree that the purpose of preparing the Closing Balance Sheet and the be deemed to be Buyer’s proposed Final Closing Statement, including the Closing Date Net Working Capitalfor all purposes hereunder, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash and the Closing Date Other Adjustment Amount and the related purchase price adjustment contemplated by Seller shall retain all of its rights under this Section 2.7 is to measure the amount of the Closing Date Net Working Capital2.06 with respect thereto, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, the Closing Consideration, and the Current Blocker Tax Liabilities, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Statement or determining the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, and the Current Blocker Tax Liabilities unless such differences are required by GAAP. Following the Closing, Holder Representative and its representatives shall have including the right to reasonable access following prior notice to dispute the books, records, the chief financial officer and auditors of the Company Group to the extent relevant for its review of the Closing Statement and the Surviving Entity shall cause the employees and auditors of the Company Group to reasonably cooperate calculations set forth therein in accordance with the Holder Representative in connection with its review provisions of the Closing Statement (subject to customary access agreements as may be required by such auditors)this Section 2.06.

Adjustment Amount. For purposes of this Agreement, "Adjustment Amount" shall mean the amount, if any, by which (ai) As soon as reasonably practicable following the difference of (x) $266,451.07 minus (y) the product of (A) $22,500 times (B) the number of days, inclusive, between January 31, 2001 and the Closing DateDate exceeds (ii) the sum of (v) innoCOMM's Working Capital on the Closing Date plus (x) any Excess Transaction Costs appearing as current liabilities in accordance with GAAP plus (y) the amount of any current liabilities (determined in accordance with GAAP) as of the Closing Date associated with the offer to pay holders of innoCOMM Options the amounts contemplated by Section 3.4 in return for the cancellation of such innoCOMM Options plus (z) the amount of any current liabilities (determined in accordance with GAAP) as of the Closing Date associated with the incentive bonus program to be adopted by innoCOMM pursuant to Section 7.6(b) hereof. "Working Capital" shall mean the amount by which innoCOMM's current assets determined in accordance with GAAP exceed innoCOMM's current liabilities determined in accordance with GAAP. The above calculation of the Adjustment Amount assumes that innoCOMM's Working Capital on the Closing Date reflects either the payment by innoCOMM or the accrual by innoCOMM of (i) up to $120,000 for the actual, reasonable fees and expenses of legal counsel, accountants and any other advisors, representatives or consultants incurred by innoCOMM in connection with the negotiation, preparation, execution and performance of this Agreement and the transactions contemplated hereby, excluding any fees or expenses payable to Sterling, and (ii) up to $1,000,000 for fifty percent (50%) of the fees and expenses payable to Sterling in any event connection with the services rendered to innoCOMM in connection with the negotiation, preparation, execution and performance of this Agreement and the transactions contemplated hereby. As contemplated by Section 3.2(c), the Adjustment Amount may be a negative number. At least five business days prior to the Closing, innoCOMM shall estimate the Adjustment Amount (which estimated amount is referred to herein as the "Estimated Adjustment Amount"). The Adjusted Consideration shall be based on or before the date that is the later of forty-five (45) Estimated Adjustment Amount as determined above. Within 90 days after the Closing Date and January 31Effective Time, 2019, Acquiror National shall prepare and deliver to the Holder Shareholder Representative an unaudited consolidated balance sheet a determination (the "Determination") of the Company Group (the “Closing Balance Sheet”) and an unaudited consolidated statement actual amount of the Company Group Adjustment Amount as of the close of business on the Closing Date (which actual amount is referred to herein as the “Closing Statement”"Actual Adjustment Amount") including the basis for such Determination. If, within 30 days after the date on which a Determination is delivered to the Shareholder Representative, the Shareholder Representative shall not have given written notice to National setting forth (i) a calculation in detail any objections to such Determination, then such Determination shall be final and binding on the parties hereto. In the event the Shareholder Representative gives written notice of any objection to such Determination within such 30-day period, National and the Shareholder Representative shall use all reasonable efforts to resolve the dispute within 30 days following the receipt by National of the Closing Date Net Working Capitalwritten notice from the Shareholder Representative. If the parties are unable to reach an agreement within such 30-day period, the matter shall be submitted to a nationally-recognized accounting firm mutually agreeable to the parties (iiother than KPMG LLP) a calculation or chosen by lot among the remaining "big five" (or such lesser number, if applicable) nationally-recognized firms if the parties are unable to so mutually agree for determination of the Closing Date IndebtednessActual Adjustment Amount which shall be final and binding upon National and the Shareholder Representative. National and the Employee Shareholders shall each contribute 50% of all fees and costs charged by the accounting firm in connection with the resolution of any such dispute. To effect any such contribution required to be made by the Employee Shareholders pursuant to the foregoing sentence, (iii) a calculation the parties shall reduce the Actual Adjustment Amount by an amount equal to the required contribution. National will provide the Shareholder Representative and his advisors with reasonable access to the books and records of innoCOMM for the Holder Expenses, (iv) a calculation purposes of evaluating the Closing Date Cash, (v) a calculation of Determination and determining the Closing Date Other Actual Adjustment Amount. If the Actual Adjustment Amount is greater than the Estimated Adjustment Amount, (vithe aggregate payments remaining to be made by National to the Employee Shareholders pursuant to Section 3.3(b) shall be reduced by an amount equal to the Closing Consideration calculated based on difference between the items in the foregoing clauses (i) through (v), and (vii) the Current Blocker Tax Liabilities. The Closing Balance Sheet, the Closing Statement, including the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash and the Closing Date Other Actual Adjustment Amount and the Current Blocker Tax Liabilities shall be determined Estimated Adjustment Amount, with such reduction allocated on a consolidated pro rata basis using among the Agreed Accounting PrinciplesEmployee Shareholders based upon the number of shares of innoCOMM Common Stock held by each such Employee Shareholder or subject to innoCOMM Options held by such Employee Shareholder immediately prior to the Effective Time. If the Actual Adjustment Amount is less than the Estimated Adjustment Amount, National will promptly pay to the Shareholders and shall not include any changes holders of innoCOMM Options pro rata based upon the number of shares of innoCOMM Common Stock held by each such Shareholder or subject to innoCOMM Options held by such Shareholder immediately prior to the Effective Time cash in assets or liabilities as a result of purchase or other non-cash accounting adjustments or other changes arising from or resulting as a consequence an amount equal to the amount of the transactions contemplated hereby. The parties agree that difference between the purpose of preparing the Closing Balance Sheet and the Closing Statement, including the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash and the Closing Date Other Estimated Adjustment Amount and the related purchase price adjustment contemplated by this Section 2.7 is to measure the amount of the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Actual Adjustment Amount, the Closing Consideration, and the Current Blocker Tax Liabilities, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Statement or determining the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, and the Current Blocker Tax Liabilities unless such differences are required by GAAP. Following the Closing, Holder Representative and its representatives shall have the right to reasonable access following prior notice to the books, records, the chief financial officer and auditors of the Company Group to the extent relevant for its review of the Closing Statement and the Surviving Entity shall cause the employees and auditors of the Company Group to reasonably cooperate with the Holder Representative in connection with its review of the Closing Statement (subject to customary access agreements as may be required by such auditors).

Adjustment Amount. (a) As soon as reasonably practicable following (i) No later than five Business Days prior to the Closing Date, and in any event on or before the date that is the later of forty-five (45) days after the Closing Date and January 31, 2019, Acquiror Company shall prepare and deliver to the Holder Representative an unaudited consolidated balance sheet of the Company Group Buyer: a statement (the “Closing Balance Sheet”) and an unaudited consolidated statement of the Company Group as of the close of business on the Closing Date (the “Estimated Closing Statement”) setting forth the Company’s good faith estimate of: (iA) the Closing Working Capital (such estimate, “Estimated Closing Working Capital”); (B) the Closing Cash (such estimate, “Estimated Closing Cash”); (C) the Closing Indebtedness (such estimate, “Estimated Closing Indebtedness”); (D) the Closing Transaction Costs (such estimate, “Estimated Closing Transaction Costs”); (E) the Net Tax Adjustment (such estimate, “Estimated Net Tax Adjustment”); and (F) the Closing Merger Consideration. The Estimated Closing Statement shall also include instructions that identify the bank accounts designated to facilitate direct payment by Buyer of (x) the Debt Payoff Amount and (y) the Estimated Closing Transaction Costs (including any such amounts to be paid in accordance with Section 5.17), in each case, to the applicable payees on behalf of the Company Entities. The Estimated Closing Statement shall be prepared and calculated in a manner consistent with the applicable definitions contained in this Agreement, the Sample Calculation and in accordance with the Accounting Principles and shall include a reasonably detailed summary of the calculations made to arrive at such amounts. The Company shall provide to Buyer such supporting documentation in connection with the preparation and the calculation of the amounts set forth in the Estimated Closing Date Net Working CapitalStatement as Buyer may reasonably request, (ii) a calculation and shall cooperate with Buyer in its review and evaluation of the Estimated Closing Statement. The Company shall consider in good faith Buyer’s comments to the Estimated Closing Statement and shall revise the Estimated Closing Statement by no later than two Business Days prior to the Closing Date Indebtednessif, (iii) a calculation of the Holder Expenses, (iv) a calculation of the Closing Date Cash, (v) a calculation of the Closing Date Other Adjustment Amount, (vi) the Closing Consideration calculated based on the items in the foregoing clauses (i) through (v), and (vii) the Current Blocker Tax Liabilities. The Closing Balance Sheetits good faith assessment of Buyer’s comments, the Closing StatementCompany determines such changes are warranted, including which revised statement and revised calculations shall become the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash and the Closing Date Other Adjustment Amount and the Current Blocker Tax Liabilities shall be determined on a consolidated basis using the Agreed Accounting Principles, and shall not include any changes in assets or liabilities as a result of purchase or other non-cash accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby. The parties agree that the purpose of preparing the Closing Balance Sheet and the Closing Statement, including the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash and the Closing Date Other Adjustment Amount and the related purchase price adjustment contemplated by this Section 2.7 is to measure the amount of the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, the Closing Consideration, and the Current Blocker Tax Liabilities, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Statement or determining the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, and the Current Blocker Tax Liabilities unless such differences are required by GAAP. Following the Closing, Holder Representative and its representatives shall have the right to reasonable access following prior notice to the books, records, the chief financial officer and auditors of the Company Group to the extent relevant for its review of the applicable Estimated Closing Statement and the Surviving Entity shall cause Estimated Closing Working Capital, Estimated Closing Cash, Estimated Closing Indebtedness, Estimated Closing Transaction Costs and Estimated Net Tax Adjustment reflected therein, as applicable. Estimated Closing Working Capital, Estimated Closing Cash, Estimated Closing Indebtedness, Estimated Closing Transaction Costs and Estimated Net Tax Adjustment (as set forth in the employees and auditors of Estimated Closing Statement delivered by the Company Group to reasonably cooperate with Buyer) shall be binding on the Holder Representative in connection with its review Parties for the purposes of determining the Closing Statement (subject to customary access agreements as may be required by such auditors)Merger Consideration.

Adjustment Amount. (a) As soon Prior to the Closing, the Company shall engage KPMG LLP ("KPMG"), with the expense shared equally between the Sellers and the Buyer, to perform an audit of the Company's balance sheet prepared by the Company as reasonably practicable following of September 30, 2002. In order to complete such an audit, the Closing DateSellers, Buyer and in any event on or before the date that is Company shall cooperate with each other, including, without limitation, making available and providing reasonable access to the later premises, books and records and employees of the Company. Following the completion of such audit, which the parties thereto shall cause the Company to use its Best Efforts to complete within forty-five (45) calendar days after the Closing Date and January 31Date, 2019, Acquiror the Company shall prepare and deliver to the Holder Representative an unaudited consolidated balance sheet of Sellers and the Company Group (the “Closing Balance Sheet”) and an unaudited consolidated statement of the Company Group as of the close of business on the Closing Date (the “Closing Statement”) setting forth Buyer (i) a calculation true and complete copy of the balance sheet as of September 30, 2002 and reflecting all audit adjustments which KPMG deems appropriate to present the financial condition of the Company in accordance with GAAP as of September 30, 2002 (the "Closing Date Net Working CapitalBalance Sheet"), and (ii) a calculation of schedule computing the Closing Date Indebtedness, Adjustment Amount (iiias defined in Section 2.5(b)) a calculation of based upon the Holder Expenses, (iv) a calculation of the Closing Date Cash, (v) a calculation of the Closing Date Other Adjustment Amount, (vi) the Closing Consideration calculated based on the items in the foregoing clauses (i) through (v), and (vii) the Current Blocker Tax Liabilities. The Closing Balance Sheet. The Company shall permit the Sellers and the Buyer to review all work papers and computations used by KPMG in auditing the Closing Balance Sheet and preparing the schedule computing the Adjustment Amount. Within fifteen (15) calendar days following the date of delivery of such Closing Balance Sheet to the Sellers and the Buyer, the Closing Statement, including the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash Sellers and the Closing Date Other Adjustment Amount and the Current Blocker Tax Liabilities Buyer shall be determined on a consolidated basis using the Agreed Accounting Principles, and shall not include any changes in assets or liabilities as a result of purchase or other non-cash accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby. The parties agree that the purpose of preparing either accept the Closing Balance Sheet and the Closing StatementAdjustment Amount based thereon (which acceptance shall effect a "Final Determination", including as hereinafter defined) or propose adjustments thereto. In the Closing Date Net Working Capitalevent the Buyer and the Sellers fail to agree on all of the adjustments proposed within ten (10) Business Days thereafter, the Closing Date Indebtednessparties shall request Ernst & Young LLP or, in the Holder Expensesevent that such firm is unavailable to accept this assignment, such other recognized firm of auditors as the Closing Date Cash parties mutually agree (the "Final Auditor") to prepare and deliver to the Buyer and the Closing Date Other Sellers a final determination of the Adjustment Amount (the "Final Determination") adjusting only items in dispute between the Buyer and the related purchase price adjustment contemplated by this Section 2.7 is to measure Sellers, which Final Determination shall be binding upon the amount Buyer and the Sellers. The services of the Closing Date Net Working Capital, Final Auditor shall be paid for equally by the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, the Closing Consideration, Buyer and the Current Blocker Tax LiabilitiesSellers unless the Final Auditor resolves all disputed items in favor of one party, in which case all fees and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Statement or determining the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, and the Current Blocker Tax Liabilities unless such differences are required by GAAP. Following the Closing, Holder Representative and its representatives shall have the right to reasonable access following prior notice to the books, records, the chief financial officer and auditors expenses of the Company Group to Final Auditor shall be paid by the extent relevant for its review of the Closing Statement and the Surviving Entity shall cause the employees and auditors of the Company Group to reasonably cooperate with the Holder Representative in connection with its review of the Closing Statement (subject to customary access agreements as may be required by such auditors)other party.

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event on or before the date that is the later of forty-five (45) within 75 calendar days after the Closing Date and January 31thereof, 2019, Acquiror Buyer shall prepare and deliver to the Holder Representative an unaudited consolidated balance sheet of the Company Group (the “Closing Balance Sheet”) and an unaudited consolidated statement of the Company Group as of the close of business on the Closing Date (the “Closing Statement”) setting forth Seller, (i) a calculation of the Closing Date Net Working Capital, (ii) a calculation of the aggregate amount of all Closing Date Indebtedness, (iii) a calculation of the Holder ExpensesClosing Cash, (iv) a calculation of the Closing Date CashTransaction Expenses, (v) Buyer’s calculation of the Closing Net Working Capital Adjustment Amount, and (vi) on the basis of the foregoing, a calculation of the Closing Date Other Adjustment Amount, Purchase Price (vi) together with the Closing Consideration calculated based on the items calculations referred to in the foregoing clauses (i) through (vvi) above, the “Final Closing Statement”), and (vii) the Current Blocker Tax Liabilities. The Closing Balance Sheet, the Closing Statement, including the Closing Date Net Working Capital, Closing Indebtedness and Closing Cash shall be prepared in accordance with the Closing Date IndebtednessAccounting Principles and the defined terms used in this ‎Section 2.06(a); provided, however, the Holder Expenses, the Final Closing Date Cash Statement (and the Closing Date Other Adjustment Amount and the Current Blocker Tax Liabilities shall be determined on a consolidated basis using the Agreed Accounting Principles, and any amounts included therein) shall not include any changes in assets or liabilities as a result of purchase or other non-cash accounting adjustments or other changes arising from or resulting as a consequence give effect to the consummation of the transactions contemplated hereby. The parties agree that by this Agreement, including any act or omission by Buyer or any of its Subsidiaries or the purpose of preparing Companies taken at, after or in connection with the Closing or reflect any payments of cash in respect of the Purchase Price, or any financing transactions in connection therewith or reflect any expense or liability for which Buyer is responsible under this Agreement. For the avoidance of doubt, the calculations and the purchase price adjustment to be made pursuant to this ‎Section 2.06 are only meant to reflect the proper calculation of Closing Purchase Price (and the inputs thereto) in accordance with the applicable definitions contained therein and otherwise in this Agreement and the applicable terms and conditions of this Agreement. Nothing in this ‎Section 2.06 is intended to be used to adjust for errors or omissions that may be found with respect to the Financial Statements or any inconsistencies between the Accounting Principles, on the one hand, and GAAP, on the other. No fact or event, including any market or business development, occurring after the Closing, and no change in GAAP or Applicable Law after the Balance Sheet and Date, shall be taken into consideration in the calculations to be made pursuant to ‎Section 2.04 or this ‎Section 2.06. If Buyer fails to timely deliver the Final Closing Statement in accordance with the first sentence of this ‎Section 2.06(a) within such 75-day period, then, at the election of Seller in its sole discretion either (x) the Preliminary Closing Statement delivered by Seller to Buyer pursuant to ‎Section 2.04 shall be deemed to be the Final Closing Statement, including for all purposes hereunder or (y) Seller shall be entitled to retain (at the Closing Date Net Working Capitalsole cost and expense of Buyer) an independent accounting firm of recognized national standing to provide an audit of the books of the Companies, determine the calculation of, and prepare, the Final Closing Date IndebtednessStatement consistent with the provisions of this ‎Section 2.06(a), the Holder Expensesdetermination of such independent accounting firm being conclusive, final and binding on the Closing Date Cash and the Closing Date Other Adjustment Amount and the related purchase price adjustment contemplated by this Section 2.7 is to measure the amount of the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, the Closing Consideration, and the Current Blocker Tax Liabilities, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Statement or determining the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, and the Current Blocker Tax Liabilities unless such differences are required by GAAP. Following the Closing, Holder Representative and its representatives shall have the right to reasonable access following prior notice to the books, records, the chief financial officer and auditors of the Company Group to the extent relevant for its review of the Closing Statement and the Surviving Entity shall cause the employees and auditors of the Company Group to reasonably cooperate with the Holder Representative in connection with its review of the Closing Statement (subject to customary access agreements as may be required by such auditors)parties hereto.

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event on or before the date that is the later of forty-five within sixty (4560) calendar days after the Closing Date and January 31thereof, 2019, Acquiror Buyer shall prepare and deliver to the Holder Representative (A) an unaudited consolidated balance sheet of the Company Group and its Subsidiaries (provided that such balance sheet may omit information concerning shareholders equity) (the “Closing Balance Sheet”) and an unaudited consolidated (B) a closing statement of the Company Group as of the close of business on (together with the Closing Date (Balance Sheet, the “Closing StatementStatements”) ), setting forth (i) a calculation of the Net Working Capital (“Closing Date Net Working Capital”), (ii) a calculation of the aggregate amount of all Funded Debt of the Company (“Closing Date IndebtednessFunded Debt”), (iii) a calculation of the Holder aggregate amount of all Transaction Expenses (“Closing Transaction Expenses”), and (iv) a calculation of Cash of the Company (“Closing Date Cash”), in each case, calculated as of the Measurement Time (provided, however, that (x) Accrued Income Taxes taken into account in the calculation of Closing Date Funded Debt shall be determined as of the end of the day on the Closing Date Cashand (y) for purposes of determining the amount of Closing Transaction Expenses, (v) such amount shall be determined as of immediately prior to the Closing). The Closing Statements shall each be prepared in accordance with GAAP, applied in a calculation manner consistent with the principles, to the extent in conformity with GAAP applied in connection with the preparation of the Closing Date Other Adjustment Amountmost recent audited balance sheet included in the Financial Statements (the “Reference Balance Sheet”) using the same accounting practices, policies, judgments and methodologies used in the preparation of the Reference Balance Sheet; provided, however, that (viI) the Closing Consideration calculated based on the items Statements shall reflect no new reserves or increase in existing reserves (regardless of whether any such reserve is recorded as an offset to a current asset’s carrying value or is included as an accrued liability in the foregoing clauses (i) through (v), and (vii) the Current Blocker Tax Liabilities. The Closing Balance Sheet) from amounts contained in the Reference Balance Sheet, other than changes therein attributable to changes in facts and circumstances occurring after the date of the Reference Balance Sheet, (II) except as set forth in the following clause (IV), the Pre-Closing Statement, including the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash Statement and the Closing Date Other Adjustment Amount and the Current Blocker Tax Liabilities shall be determined on a consolidated basis using the Agreed Accounting Principles, and Statements shall not include give effect to any changes payments of cash in assets or liabilities as a result of purchase or other non-cash accounting adjustments or other changes arising from or resulting as a consequence respect of the Merger Consideration or any Buyer financing transactions contemplated hereby. The parties agree in connection therewith or, after the Effective Time, any other action or omission by Buyer, the Surviving Corporation or any of its Subsidiaries that is not in the purpose ordinary course of preparing business, (III) the Pre-Closing Balance Sheet Statement and the Closing Statement, including Statements shall not reflect any expense or liability for which Buyer is responsible under this Agreement and (IV) the Pre-Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash Statement and the Closing Date Other Adjustment Amount and Statements shall include the related purchase price adjustment contemplated by this Section 2.7 is to measure the amount effects of the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, the Closing Consideration, and the Current Blocker Transaction Tax Liabilities, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Statement or determining the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, and the Current Blocker Tax Liabilities unless such differences are required by GAAPDeductions. Following the Closing, Buyer shall provide the Holder Representative and its representatives shall have the right to such reasonable access following prior notice during normal business hours and upon reasonable advance notice, to the books, records, properties, personnel and (subject to the chief financial officer and execution of customary work paper access letters if requested) auditors of the Company Group and its Subsidiaries relating to the extent relevant for its review preparation of the Closing Statement Statements as reasonably requested by the Holder Representative and the Surviving Entity shall cause the employees and auditors personnel of the Company Group and its Subsidiaries to reasonably cooperate with the Holder Representative in connection with its review of the Closing Statement (subject to customary access agreements Statements as may be required reasonably requested by such auditors)the Holder Representative.

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event on or before the date that is the later of forty-five within ninety (4590) calendar days after the Closing Date and January 31, 2019thereof, Acquiror shall prepare and deliver to the Holder Representative an unaudited Holdings (i) a consolidated balance sheet of the Company Group and its Subsidiaries as of the Closing (the “Closing Balance Sheet”) and an unaudited consolidated statement of the Company Group as of the close of business on the Closing Date (the “Closing Statement”) setting forth (i) a calculation of the Closing Date Net Working Capital, (ii) a calculation of (A) the Net Working Capital of the Company and its Subsidiaries as set forth on the Closing Date Indebtedness, Balance Sheet (iii) a calculation of the Holder Expenses, (iv) a calculation of the Closing Date Cash, (v) a calculation of the Closing Date Other Adjustment Amount, (vi) the Closing Consideration calculated based on the items in the foregoing clauses (i) through (v), and (vii) the Current Blocker Tax Liabilities. The Closing Balance Sheet, the Closing Statement, including the “Closing Date Net Working Capital”) and (B) the aggregate amount of the Funded Debt of the Company and its Subsidiaries, if any, that remains unpaid as of the Closing as reflected on the Closing Balance Sheet (the “Closing Date Indebtedness, Funded Debt”) and (iii) the Holder Expenses, amount of cash and cash equivalents of the Company and its Subsidiaries as of the Closing as reflected on the Closing Balance Sheet (the “Closing Date Cash and the Cash Equivalents”). The Closing Date Other Adjustment Amount and the Current Blocker Tax Liabilities Balance Sheet shall be determined on a consolidated basis prepared in accordance with United States generally accepted accounting principles (“GAAP”) consistent with the preparation of the Audited Financial Statements. The Closing Balance Sheet shall be prepared using the Agreed Accounting Principlessame accounting practices, policies and shall not include any changes methodologies used in assets or liabilities as a result of purchase or other non-cash accounting adjustments or other changes arising from or resulting as a consequence the preparation of the transactions contemplated herebyAudited Financial Statements. The parties agree that For the purpose of preparing the Closing Balance Sheet and the Closing Statement, including the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash and the Closing Date Other Adjustment Amount and the related purchase price adjustment contemplated by this Section 2.7 is to measure the amount of the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, the Closing Consideration, and the Current Blocker Tax Liabilities, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Statement or determining the Closing Date Net Working Capital, the Closing Date Indebtednessconsolidated current assets and current liabilities of the Company and its Subsidiaries shall reflect the value of all tax deductions and other tax benefits resulting from the transactions contemplated hereby (including, without limitation, tax deductions and other tax benefits arising in connection with (A) the vesting, conversion, cancellation and/or exercise of all options to purchase Common Shares (whether or not vested) pursuant to the terms hereof or in connection with the transactions contemplated hereby, (B) any bonuses paid or payable by the Company or its Subsidiaries as a result of the consummation of the transactions contemplated hereby or (C) any fees and expenses that are deductible by the Company or any of its Subsidiaries for income tax purposes and that are payable by the Company or its Subsidiaries in connection with or related to the transactions contemplated hereby (for purposes of this Section 2.5, the Holder Expenses, parties agree that the Closing Date Cash, fees payable to CIBC World Markets Corp. or its Affiliates and Carlyle or its Affiliates in connection with or related to the Closing Date Other Adjustment Amounttransactions contemplated hereby shall not be tax affected)), and the Current Blocker Tax Liabilities unless value of such differences are required deductions shall be deemed to equal (x) the aggregate amount of such deductions, multiplied by GAAP(y) 40%. Following the Closing, Holder Representative and its representatives shall have the right to reasonable access following prior notice to the books, records, the chief financial officer and auditors of the Company Group to the extent relevant for its review of the Closing Statement and the Surviving Entity shall cause the employees and auditors of the Company Group to reasonably cooperate with the Holder Representative in connection with its review of the Closing Statement (subject to customary access agreements as may be required by such auditors).“

Adjustment Amount. (a) Not less than three (3) Business Days prior to the Closing Date and in no event more than ten (10) Business Days prior to the Closing Date, Seller shall deliver to Buyer a written statement setting forth (i) its good faith estimate, with reasonable supporting detail, of each of (A) the Closing Date Net Working Capital (the “Estimated Closing Date Net Working Capital”), (B) the aggregate amount of all Indebtedness as of 11:59 p.m. on the day immediately prior to the Closing Date (the “Estimated Closing Date Indebtedness”), (C) the Cash and Cash Equivalents of the Group Companies as of 11:59 p.m. on the day immediately prior to the Closing Date (the “Estimated Closing Date Cash”) and (D) the aggregate amount of all Transaction Expenses (the “Estimated Transaction Expenses”) and (ii) its calculation of the Estimated Working Capital Adjustment Amount. Seller shall review any comments proposed by Buyer with respect to such statement and will consider in good faith any appropriate changes. For the avoidance of doubt, no position taken or failed to be taken by any party with respect to the Purchase Price shall limit the positions that may be taken in connection with the adjustments pursuant to the following sections of this Section 2.04. (b) As soon as reasonably practicable following the Closing Date, and in any event on or before the date that is the later of fortywithin seventy-five (4575) days after the Closing Date and January 31thereof, 2019, Acquiror Buyer shall prepare and deliver to the Holder Representative an unaudited consolidated balance sheet of the Company Group (the “Closing Balance Sheet”) and an unaudited consolidated statement of the Company Group as of the close of business on the Closing Date (the “Closing Statement”) setting forth Seller (i) a calculation of the Closing Date Net Working Capital, (ii) a calculation of the Closing Date Indebtedness, (iii) a calculation aggregate amount of all Indebtedness as of 11:59 p.m. on the Holder Expenses, (iv) a calculation of day immediately prior to the Closing Date Cash, (v) a calculation of the Closing Date Other Adjustment Amount, (vi) the Closing Consideration calculated based on the items in the foregoing clauses (i) through (v), and (vii) the Current Blocker Tax Liabilities. The Closing Balance Sheet, the Closing Statement, including the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash and the Closing Date Other Adjustment Amount and the Current Blocker Tax Liabilities shall be determined on a consolidated basis using the Agreed Accounting Principles, and shall not include any changes in assets or liabilities as a result of purchase or other non-cash accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby. The parties agree that the purpose of preparing the Closing Balance Sheet and the Closing Statement, including the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash and the Closing Date Other Adjustment Amount and the related purchase price adjustment contemplated by this Section 2.7 is to measure the amount of the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, the Closing Consideration, and the Current Blocker Tax Liabilities, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Statement or determining the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, and the Current Blocker Tax Liabilities unless such differences are required by GAAP. Following the Closing, Holder Representative and its representatives shall have the right to reasonable access following prior notice to the books, records, the chief financial officer and auditors of the Company Group to the extent relevant for its review of the Closing Statement and the Surviving Entity shall cause the employees and auditors of the Company Group to reasonably cooperate with the Holder Representative in connection with its review of the Closing Statement (subject to customary access agreements as may be required by such auditors).18

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event on or before the date that is the later of forty-five within sixty (4560) days after the Closing Date and January 31thereof, 2019, Acquiror Buyer shall prepare and deliver to the Holder Representative (i) an unaudited consolidated balance sheet of the Company Group and its Subsidiaries (the “Closing Balance Sheet”) and an unaudited consolidated statement of the Company Group as of the close of business on the Closing Date (the “Closing Statement”) setting forth (i) a calculation of the Closing Date Net Working Capital), (ii) a calculation of the Net Working Capital (“Closing Date IndebtednessNet Working Capital”), (iii) a calculation of the Holder Expensesaggregate amount of all Funded Debt of the Company (“Closing Date Funded Debt”), (iv) a calculation of Cash of the Company and its Subsidiaries (“Closing Date Cash, ”) and (v) a calculation of Unpaid Company Transaction Expenses (“Closing Date Unpaid Company Transaction Expenses”), in each case, (except as set forth in the proviso below) (x) calculated as of 11:59 p.m. Eastern time on the Closing Date Other Adjustment Amountin accordance with the Closing Balance Sheet Principles and (y) without giving effect to the consummation of the Merger, including any payments of cash in respect of the Merger Consideration, any repayment of Funded Debt of the Company after the Effective Time or any financing transactions in connection with the transactions contemplated hereby or, after the Effective Time, any other action or omission by Buyer, the Surviving Corporation or any of its Subsidiaries that is not in the ordinary course of business consistent with past practice; provided, however, that (viI) the Closing Consideration calculated based on the items Balance Sheet shall reflect no changes in reserves (regardless of whether any such reserve is recorded as an offset to a current asset’s carrying value or is included as an accrued liability in the foregoing clauses (i) through (v), and (vii) the Current Blocker Tax Liabilities. The Closing Balance Sheet) from amounts contained in the Reference Balance Sheet, the Closing Statement, including the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash and the Closing Date Other Adjustment Amount and the Current Blocker Tax Liabilities shall be determined on a consolidated basis using the Agreed Accounting Principles, and shall not include any other than changes therein attributable to changes in assets or liabilities as a result of purchase or other non-cash accounting adjustments or other changes arising from or resulting as a consequence facts and circumstances occurring after the date of the transactions contemplated hereby. The parties agree that Reference Balance Sheet, (II) the purpose of preparing Tax assets and liabilities included in the Closing Balance Sheet and the Closing Statement, including the Closing Date Net Working Capital, Capital shall give effect to and take into account the Closing Date Indebtedness, consummation of the Holder Expenses, the Closing Date Cash Merger and the Closing Date Other Adjustment Amount and the related purchase price adjustment other transactions contemplated by this Section 2.7 is to measure the amount of Agreement, and (III) the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, the Closing Consideration, and the Current Blocker Tax Liabilities, and such processes are Balance Sheet shall not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications reflect any expense or estimation methodologies liability for the purpose of preparing the Closing Statement or determining the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, and the Current Blocker Tax Liabilities unless such differences are required by GAAPwhich Buyer is responsible under this Agreement. Following the Closing, Buyer shall provide the Holder Representative and its representatives shall have the right to reasonable access following prior notice to the books, records, properties, personnel and (subject to the chief financial officer and execution of customary work paper access letters if requested) auditors of the Company Group and its Subsidiaries relating to the extent relevant for its review preparation of the Closing Statement Balance Sheet and the Surviving Entity shall cause the employees and auditors personnel of the Company Group and its Subsidiaries to reasonably cooperate with the Holder Representative in connection with its review of the Closing Statement (subject to customary access agreements as may be required by such auditors)Balance Sheet.

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event on or before within seventy-five (75) calendar days following the date thereof, Parent shall prepare and deliver to Seller Representative a schedule (the “Adjustment Schedule”) setting forth a calculation of the final Aggregate Purchase Price and each of the components thereof (including the PlasChem Net Indebtedness) and attach reasonable documentation supporting Parent’s calculations. In the event Parent does not deliver the Adjustment Schedule within the seventy-five (75) day period specified in the immediately preceding sentence, at Seller Representative’s election, either (i) the Closing Aggregate Purchase Price shall become final and binding upon the parties hereto or (ii) Parent shall continue to be obligated to deliver the Adjustment Schedule. Parent shall afford, and cause the Surviving Company and its Subsidiaries to afford, Seller Representative and its Representatives reasonable access to the work papers and other books and records (including Tax records) of Parent, the Surviving Blocker, the Surviving Company and their respective Subsidiaries for purposes of assisting Seller Representative and its Representatives in their review of the Adjustment Schedule. The Adjustment Schedule and the resulting calculation of the Aggregate Purchase Price shall become final and binding upon the parties hereto thirty (30) days following Seller Representative’s receipt of the Adjustment Schedule unless Seller Representative provides written notice of its objection (an “Objection Statement”) to Parent prior to the expiration of such thirty (30) day period. Any Objection Statement shall specify in reasonable detail the nature and amount of any disagreement so asserted, a reasonably detailed explanation of the basis thereof, and attach documentation supporting Seller Representative’s calculations. If Seller Representative shall have timely delivered an Objection Statement to Parent, Parent and Seller Representative may negotiate to resolve any objections set forth therein for a period of no more than thirty (30) days, and, if Parent and Seller Representative resolve each of Seller Representative’s objections as set forth on the Objection Statement, the Adjustment Schedule, as revised pursuant to such negotiations, shall become final and binding upon the parties hereto. If, following such thirty (30) day period, any of the objections set forth on the Objection Statement shall remain outstanding, Parent or Seller Representative may refer such disputed items for resolution by an internationally recognized independent accounting firm mutually agreeable to Parent and Seller Representative; provided that in the event that Parent and Seller Representative fail to agree thereon, the accounting firm shall be Ernst & Young LLP (such firm, the “Independent Accountant”); provided that if Ernst & Young LLP is unwilling or unable to serve as the Independent Accountant and Seller Representative and Parent are unable to select an alternative firm within thirty (30) days after delivery of the Objection Statement, either Parent or Seller Representative may request the American Arbitration Association appoint, within twenty (20) days from the date of such request, an internationally recognized independent accounting firm. Each of Parent and Seller Representative shall promptly provide their assertions regarding the Aggregate Purchase Price in writing to the Independent Accountant and to each other. The Independent Accountant shall be instructed to render its determination with respect to such disagreements as soon as reasonably practicable (which shall be no later of than forty-five (45) days after following the Closing Date and January 31, 2019, Acquiror shall prepare and deliver date on which the remaining objections are referred to the Holder Independent Accountant). The Independent Accountant shall act as an expert and not an arbitrator and shall base its determination solely upon the written submissions of Parent and Seller Representative, any oral advocacy by each of Parent and Seller Representative an unaudited consolidated balance sheet in front of the Company Group Independent Accountant and the applicable provisions of this Agreement (and shall not conduct an independent investigation). Without limiting the “Closing Balance Sheet”) and an unaudited consolidated statement foregoing, the Independent Accountant will resolve the dispute with respect to each disputed component of the Company Group Aggregate Purchase Price by assigning a value, as determined by the Independent Accountant, to each component thereof, that is no higher than the highest amount, or lowest than the lowest amount, claimed with respect to such item in Seller Representative’s final calculation thereof (as modified following discussions with Parent and as submitted to the Independent Accountant at the outset of the close dispute resolution process with a copy to Parent) or Parent’s final calculation thereof (as modified following discussions with Seller Representative and as submitted to the Independent Accountant at the outset of business the dispute resolution process with a copy to Seller Representative), as applicable. The determination of the Independent Accountant shall be final, conclusive and binding on the Closing Date (parties hereto, and no such Person shall seek further recourse from any other Person or Governmental Entity other than to enforce the “Closing Statement”) setting forth (i) a calculation determination of the Closing Date Net Working Capital, (ii) a calculation Independent Accountant. All fees and expenses of the Closing Date IndebtednessIndependent Accountant relating to the work, (iii) a calculation of if any, to be performed by the Holder ExpensesIndependent Accountant hereunder shall be borne by the Selling Equityholders on the one hand, (iv) a calculation of and Parent on the Closing Date Cashother hand, (v) a calculation of the Closing Date Other Adjustment Amount, (vi) the Closing Consideration calculated based on the items in percentage that the foregoing clauses (i) through (v), portion of the contested amount not awarded to each party bears to the amount actually contested by such party and (vii) such allocation of fees and expenses shall be calculated by the Current Blocker Tax LiabilitiesIndependent Accountant and shall be final and binding on the parties. The Closing Balance SheetAs used herein, the Closing Statement, including the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash and the Closing Date Other Adjustment Amount and the Current Blocker Tax Liabilities shall be determined on a consolidated basis using the Agreed Accounting Principles, and shall not include any changes in assets or liabilities as a result of purchase or other non-cash accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby. The parties agree that the purpose of preparing the Closing Balance Sheet and the Closing Statement, including the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash and the Closing Date Other Adjustment Amount and the related purchase price adjustment contemplated by this Section 2.7 is to measure the amount of the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, the Closing Consideration, and the Current Blocker Tax Liabilities, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Statement or determining the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, and the Current Blocker Tax Liabilities unless such differences are required by GAAP. Following the Closing, Holder Representative and its representatives shall have the right to reasonable access following prior notice to the books, records, the chief financial officer and auditors of the Company Group to the extent relevant for its review of the Closing Statement and the Surviving Entity shall cause the employees and auditors of the Company Group to reasonably cooperate with the Holder Representative in connection with its review of the Closing Statement (subject to customary access agreements as may be required by such auditors).“

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event on or before the date that is the later of forty-five within ninety (4590) calendar days after the Closing Date and January 31thereof, 2019, Acquiror Purchaser shall prepare and deliver to the Holder Representative Seller (i) an unaudited consolidated carve-out balance sheet for the Business and consolidated Companies as of 11:59 p.m. on the day before the Closing Date (assuming the consummation of the Company Group Preliminary Transactions prior to such time) (the “Closing Balance Sheet”) and an unaudited consolidated statement of the Company Group as of the close of business on the Closing Date (the “Closing Statement”) setting forth (i) a calculation of the Closing Date Net Working Capital, (ii) a calculation of Net Working Capital of the Business and consolidated Companies as set forth on the Closing Date Indebtedness, Balance Sheet (iii) a calculation of the Holder Expenses, (iv) a calculation of the Closing Date Cash, (v) a calculation of the Closing Date Other Adjustment Amount, (vi) the Closing Consideration calculated based on the items in the foregoing clauses (i) through (v), and (vii) the Current Blocker Tax Liabilities. The Closing Balance Sheet, the Closing Statement, including the “Closing Date Net Working Capital”), determined without giving effect to the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash and the Closing Date Other Adjustment Amount and the Current Blocker Tax Liabilities shall be determined on a consolidated basis using the Agreed Accounting Principles, and shall not include any changes in assets or liabilities as a result of purchase or other non-cash accounting adjustments or other changes arising from or resulting as a consequence consummation of the transactions contemplated herebyby this Agreement (other than the consummation of the Preliminary Transactions prior to 11:59 p.m. on the day before the Closing Date) or the financing transactions in connection therewith. The parties agree that the purpose of preparing Except as otherwise provided herein, the Closing Balance Sheet shall be prepared in accordance with GAAP consistently applied in a manner consistent with the principles and policies applied in connection with the preparation of the Base Balance Sheet; provided, however, that the Closing StatementBalance Sheet shall (x) except as otherwise provided herein, including be prepared using the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash and the Closing Date Other Adjustment Amount and the related purchase price adjustment contemplated by this Section 2.7 is to measure the amount of the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, the Closing Consideration, and the Current Blocker Tax Liabilities, and such processes are not intended to permit the introduction of different judgments, same accounting methodspractices, policies, principlesjudgments and methodologies used in the preparation of the Base Balance Sheet, practices, procedures, classifications (y) reflect no changes in reserves (regardless of whether any such reserve is recorded as an offset to a current asset’s carrying value or estimation methodologies for the purpose of preparing is included as an accrued liability in the Closing Statement or determining Balance Sheet) from amounts contained in the Closing Date Net Working CapitalBase Balance Sheet, other than changes therein attributable to changes in facts and circumstances occurring after the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, date thereof and the Current Blocker Tax Liabilities unless such differences are required by GAAP(z) not include any liability for income Taxes payable. Following the Closing, Holder Representative each of Purchaser and Seller shall provide the other and its respective representatives shall have the right to reasonable access following prior notice to the books, records, the chief financial officer and auditors records of the Company Group Business and the Companies to the extent reasonably relevant for its the preparation and review of the Closing Statement and the Surviving Entity shall cause the employees and auditors of the Company Group to reasonably cooperate with the Holder Representative in connection with its review of the Closing Statement (subject to customary access agreements as may be required by such auditors).Balance Sheet. “

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event on or before the date that is the later of forty-five within sixty (4560) days after the Closing Date thereafter, Buyer shall cause to be prepared and January 31, 2019, Acquiror shall prepare and deliver delivered to the Holder Stockholders’ Representative an unaudited consolidated balance sheet of the Company Group (the “Closing Balance Sheet”) and an unaudited consolidated a statement of the Company Group as of the close of business on the Closing Date (the “Closing Statement”) setting forth Buyer’s calculation of (i) a calculation Cash as of 12:01:01 a.m. (Eastern Time) on the Closing Date Net Working Capital(the “Closing Cash”), (ii) a calculation Net Working Capital as of 12:01:01 a.m. on the Closing Date Indebtedness(the “Closing Net Working Capital”), (iii) a calculation of the Holder Transaction Expenses (the “Closing Transaction Expenses”), (iv) a calculation of the Closing Date CashIndebtedness, including the Defeasance Costs and the Debt Repayment Expenses (v) a calculation of the “Adjusted Closing Date Other Adjustment Amount, (vi) the Closing Consideration calculated based on the items in the foregoing clauses (i) through (vIndebtedness”), and (viiv) the Current Blocker Tax LiabilitiesSeverance Amount (the “Closing Severance Amount”) in each case along with supporting detail to evidence the calculations of such amounts. The Closing Balance Sheet, Statement and the calculations set forth therein shall be prepared in accordance with the Company Accounting Policies and the definitions herein. The parties hereto acknowledge and agree that the sole purpose of the determination of the Closing Statement, including the Closing Date Net Working Capital, the Closing Date IndebtednessCash, the Holder Closing Transaction Expenses, the Closing Date Cash and the Closing Date Other Adjustment Severance Amount and the Current Blocker Tax Liabilities shall be determined on a consolidated basis using Adjusted Closing Indebtedness is to determine the Agreed Accounting Principlesamount, and shall not include any changes in assets or liabilities as a result of purchase or other non-cash accounting adjustments or other changes arising from or resulting as a consequence if any, of the transactions contemplated hereby. The parties agree that the purpose of preparing the Closing Balance Sheet and the Closing Statement, including the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash and the Closing Date Other Adjustment Amount and the related purchase price adjustment contemplated by this Section 2.7 is 3.3 so as to measure reflect, respectively, the amount of differences, if any, between the Estimated Net Working Capital and the Closing Date Net Working Capital, the Estimated Cash and the Closing Date IndebtednessCash, the Holder Estimated Transaction Expenses and the Closing Transaction Expenses, the Closing Date Cash, Estimated Severance Amount and the Closing Date Other Adjustment Amount, the Closing Consideration, and the Current Blocker Tax Liabilities, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Statement or determining the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Severance Amount, and the Current Blocker Tax Liabilities unless such differences are required by GAAP. Following the Closing, Holder Representative and its representatives shall have the right to reasonable access following prior notice to the books, records, the chief financial officer and auditors of the Company Group to the extent relevant for its review of the Estimated Closing Statement Indebtedness and the Surviving Entity shall cause the employees and auditors of the Company Group to reasonably cooperate with the Holder Representative in connection with its review of the Adjusted Closing Statement (subject to customary access agreements as may be required by such auditors)Indebtedness.

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event on or before the date that is the later of forty-five (45) within 75 calendar days after the Closing Date and January 31thereof, 2019, Acquiror Buyer shall prepare and deliver to the Holder Representative Seller (i) an unaudited consolidated balance sheet of the Company Group and its Subsidiaries (the “Closing Balance Sheet”), (ii) and an unaudited consolidated statement a calculation of Net Working Capital (“Closing Date Net Working Capital”), (iii) a calculation of the aggregate amount of all Funded Debt of the Company Group (“Closing Date Funded Debt”), (iv) a calculation of Cash of the Company Group (“Closing Date Cash”) and (v) a calculation of Transaction Expenses (the “Closing Date Transaction Expenses”), in each case, calculated as of the close of business on the Closing Date (the “Closing Statement”) setting forth (i) a calculation of Business Day immediately prior to the Closing Date Net Working Capital, consistent (iiexcept as provided in this Section 2.4(a) a calculation or the definitions of the Closing Date Indebtedness, (iiidefined terms used in this Section 2.4(a)) a calculation of the Holder Expenses, (iv) a calculation of with the Closing Date Cash, (v) a calculation of the Closing Date Other Adjustment Amount, (vi) the Closing Consideration calculated based on the items in the foregoing clauses (i) through (v), and (vii) the Current Blocker Tax LiabilitiesBalance Sheet. The Closing Balance Sheet shall be prepared in accordance with GAAP, consistently applied without modification of the accounting principles used in the preparation thereof throughout the periods presented, except to the extent modified by the illustrative calculation of Net Working Capital and the notes thereto set forth on Schedule 2.4(a) (the “Sample Working Capital Statement”), with the further understanding that (I) the Closing Balance Sheet shall reflect no changes in reserves (regardless of whether any such reserve is recorded as an offset to a Current Asset’s carrying value or is included as an accrued liability in the Closing Balance Sheet) from amounts contained in the Balance Sheet, other than changes therein attributable to changes in facts and circumstances occurring after the date of the Balance Sheet, (II) except as set forth in the following clause (III), the Closing Statement, including the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash and the Closing Date Other Adjustment Amount and the Current Blocker Tax Liabilities shall be determined on a consolidated basis using the Agreed Accounting Principles, and Balance Sheet shall not include any changes in assets or liabilities as a result of purchase or other non-cash accounting adjustments or other changes arising from or resulting as a consequence give effect to the consummation of the transactions contemplated herebyby this Agreement, including any incurrence by Buyer or its Affiliates (including, after the Closing, the Company Group) of Funded Debt or other financing transactions in connection therewith, payments of cash in respect of the Purchase Price or, after the Closing, any other action or omission by Buyer or the Company Group that is not in the ordinary course of business consistent with past practice, (III) the Closing Balance Sheet shall not reflect any expense for which Buyer is responsible under this Agreement, and (IV) the treatment of leases as capital leases or operating leases shall be identical to their treatment in the Balance Sheet. The parties agree that Following the purpose Closing, Buyer shall, upon reasonable advance notice, provide Seller and its representatives reasonable access during normal business hours to the records, personnel and (subject to the execution of preparing customary work paper access letters if requested) work papers prepared by auditors of the Company Group relating to the preparation of the Closing Balance Sheet and shall cause the Closing Statement, including personnel of the Closing Date Net Working Capital, Company and its Subsidiaries involved in the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash and the Closing Date Other Adjustment Amount and the related purchase price adjustment contemplated by this Section 2.7 is to measure the amount preparation of the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, the Closing Consideration, and the Current Blocker Tax Liabilities, and such processes are not intended Balance Sheet to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Statement or determining the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, and the Current Blocker Tax Liabilities unless such differences are required by GAAP. Following the Closing, Holder Representative and its representatives shall have the right to reasonable access following prior notice to the books, records, the chief financial officer and auditors of the Company Group to the extent relevant for its review of the Closing Statement and the Surviving Entity shall cause the employees and auditors of the Company Group to reasonably cooperate with the Holder Representative Seller in connection with its review of the Closing Statement (subject to customary Balance Sheet; provided that such access agreements as may shall be required by such auditors).in a manner that does not interfere in any material respect with the normal business operations of Buyer or the Company Group. “

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event on or before the date that is the later of forty-five (45) within 90 calendar days after the Closing Date and January 31thereof, 2019, Acquiror Buyer shall prepare and deliver to the Holder Representative an unaudited consolidated balance sheet of the Company Group (the “Closing Balance Sheet”) and an unaudited consolidated statement of the Company Group as of the close of business on the Closing Date (the “Closing Statement”) setting forth Seller, (i) a calculation of the Closing Date Net Working Capital, (ii) a calculation of the aggregate amount of all Closing Date Indebtedness, (iii) a calculation of the Holder ExpensesClosing Cash, (iv) a calculation of the Closing Date CashTransaction Expenses, (v) a calculation of the Closing Date Other Net Working Capital Adjustment Amount, and (vi) on the basis of the foregoing, a calculation of the Closing Consideration calculated based on Purchase Price (together with the items calculations referred to in the foregoing preceding clauses (i‎(i) through (v), and (vii‎(vi) the Current Blocker Tax Liabilities“Final Closing Statement”). The calculations of Closing Balance Sheet, the Closing Statement, including the Closing Date Net Working Capital, Closing Indebtedness, Transaction Expenses and Closing Cash shall be prepared in accordance with the Accounting Principles and the defined terms used herein; provided, however, that the Final Closing Statement (and any amounts included therein) shall not give effect to the consummation of the transactions contemplated by this Agreement, including any act or omission by Buyer or any of its Subsidiaries or the Companies taken at, after or in connection with the Closing Date or reflect any payments of cash in respect of the Purchase Price, or any financing transactions in connection therewith or reflect any expense or liability for which Buyer is responsible under this Agreement. Nothing in this Section 2.06 is intended to be used to adjust for errors or omissions that may be found with respect to the Financial Statements; provided that the foregoing shall not override the primary principle that the calculations of Closing Net Working Capital, Closing Indebtedness, Transaction Expenses and Closing Cash shall be prepared in accordance with the Holder Accounting Principles and defined terms used herein. No change in GAAP or Applicable Law after the Balance Sheet Date, shall be taken into consideration in the calculations to be made pursuant to ‎Section 2.04 or this ‎Section 2.06. If Buyer fails to timely deliver the Final Closing Statement in accordance with the first sentence of this ‎Section 2.06(a) within such 90-day period (the “Review Period”), then, at the election of Seller in its sole discretion either (x) the Preliminary Closing Statement delivered by Seller to Buyer pursuant to ‎Section 2.04 shall be deemed to be the Final Closing Statement for all purposes hereunder or (y) Seller may elect to deliver its own Final Closing Statement within 30 days of the end of the Review Period setting forth its good faith calculations of Closing Net Working Capital, Closing Indebtedness, Closing Cash, Transaction Expenses, the Closing Date Cash and the Closing Date Other Net Working Capital Adjustment Amount and and, on the Current Blocker Tax Liabilities shall be determined on a consolidated basis using the Agreed Accounting Principles, and shall not include any changes in assets or liabilities as a result of purchase or other non-cash accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby. The parties agree that the purpose of preparing the Closing Balance Sheet and the Closing Statement, including the Closing Date Net Working Capitalforegoing, the Closing Date IndebtednessPurchase Price (subject to Buyer’s right to review and object to the Final Closing Statement within a Review Period, with the Holder Expenses, the Closing Date Cash roles of Seller and the Closing Date Other Adjustment Amount and the related purchase price adjustment Buyer contemplated by this Section 2.7 is to measure the amount of the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, the Closing Consideration, and the Current Blocker Tax Liabilities, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Statement or determining the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, and the Current Blocker Tax Liabilities unless such differences are required by GAAP. Following the Closing, Holder Representative and its representatives shall have the right to reasonable access following prior notice to the books, records, the chief financial officer and auditors of the Company Group to the extent relevant for its review of the Closing Statement and the Surviving Entity shall cause the employees and auditors of the Company Group to reasonably cooperate with the Holder Representative in connection with its review of the Closing Statement ‎Section 2.06 (subject to customary access agreements as may be required by such auditorsother than ‎Section 2.06(e)) reversed).

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event on or before the date that is the later of forty-five (45) within 75 days after the Closing Date and January 31thereof, 2019, Acquiror Parent shall prepare and deliver to the Holder Representative (i) an unaudited consolidated balance sheet of the Company Group (the “Closing Balance Sheet”) and an unaudited consolidated statement of the Company Group its Subsidiaries as of the close of business on the Closing Date (the “Closing StatementBalance Sheet”) setting forth (i) a calculation of the Closing Date Net Working Capital), (ii) a calculation of Net Working Capital as of the close of business on the Closing Date Indebtedness(“Closing Date Net Working Capital”), (iii) a calculation of the Holder Expenses, aggregate amount of all Indebtedness of the Company as of the close of business on the Closing Date (“Closing Date Indebtedness”) and (iv) a calculation of Cash and Cash Equivalents of the Company as of the close of business on the Closing Date Cash, (v) a calculation of the “Closing Date Other Adjustment Amount, (vi) the Closing Consideration calculated based on the items in the foregoing clauses (i) through (vCash”), and (vii) the Current Blocker Tax Liabilities. The Closing Balance SheetSheet and calculation of Closing Date Net Working Capital shall be prepared in accordance with United States generally accepted accounting principles (“GAAP”), applied using the Closing Statementsame accounting methods, including practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used by the Company in the preparation of the 2014 Financial Statements and not taking into account any of the transactions contemplated hereby. Notwithstanding the foregoing, for purposes of calculating Closing Date Net Working Capital, current assets shall exclude any inventory SKU that has not been sold within the last 12 months and is not returnable, net of any inventory reserve. Following Parent’s delivery of the Closing Date IndebtednessBalance Sheet, Parent shall provide the Holder ExpensesRepresentative and its representatives reasonable access to the relevant records, personnel and (subject to the Closing Date Cash and the Closing Date Other Adjustment Amount and the Current Blocker Tax Liabilities shall be determined on a consolidated basis using the Agreed Accounting Principles, and shall not include any changes in assets or liabilities as a result execution of purchase or other non-cash accounting adjustments or other changes arising from or resulting as a consequence customary work paper access letters if requested) accountants of the transactions contemplated hereby. The parties agree that Surviving Corporation and its Subsidiaries relating to the purpose preparation of preparing the Closing Balance Sheet and the Closing Statement, including the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash and the Closing Date Other Adjustment Amount and the related purchase price adjustment contemplated by this Section 2.7 is to measure the amount of the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, the Closing Consideration, and the Current Blocker Tax Liabilities, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Statement or determining the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, and the Current Blocker Tax Liabilities unless such differences are required by GAAP. Following the Closing, Holder Representative and its representatives shall have the right to reasonable access following prior notice to the books, records, the chief financial officer and auditors of the Company Group to the extent relevant for its review of the Closing Statement and the Surviving Entity shall cause the employees and auditors relevant knowledgeable personnel of the Company Group Surviving Corporation and its Subsidiaries to reasonably cooperate with the Holder Representative in connection with its review of the Closing Statement (subject Balance Sheet, it being understood that such access shall be provided and cooperation given only when the Holder Representative is reviewing the Closing Balance Sheet. The Auditor shall resolve any dispute between Parent and the Holder Representative as to customary whether appropriate access agreements as may be required by such auditorshas been provided and cooperation given under this Section 3.5(a).

Adjustment Amount. The Partnership shall pay to Panthers BRGP Corporation the "Adjustment Amount," which shall equal: (i) the Trade Accounts Receivable Loss Experience, plus (ii) any negative amount obtained by subtracting from the Net Working Capital set forth on the Closing Net Working Capital Statement: (1) the transaction costs referred to in Section 5.20; and (2) the Premier Club Accounts Receivable Loss Experience. As security for the agreement by the Partnership to pay the Adjustment Amount, the Partnership does hereby grant a security interest in, and Pledge to Panthers BRGP Corporation the Held Back Interests (as defined in Section 1.8(i)) and any Panthers Common Stock exchangeable therefore and proceeds of all of the foregoing. Panthers BRGP Corporation may set off against the Held Back Interests and against any proceeds thereof the Adjustment Amount for which the Partnership may be responsible pursuant to this Agreement, subject, however, to the following terms and conditions: (a) As soon as reasonably practicable following the Closing Date, and in any event on or before the date that is the later of forty-five (45) days after the Closing Date and January 31, 2019, Acquiror Panthers BRGP Corporation shall prepare and deliver give written notice to the Holder Representative an unaudited consolidated balance sheet Partnership of any claim for setoff against the Company Group (the “Closing Balance Sheet”) and an unaudited consolidated statement of the Company Group as of the close of business on the Closing Date (the “Closing Statement”) setting forth Held Back Interests, which notice shall set forth: (i) a calculation of the Closing Date Net Working Capital, (ii) a calculation of the Closing Date Indebtedness, (iii) a calculation of the Holder Expenses, (iv) a calculation of the Closing Date Cash, (v) a calculation of the Closing Date Other Adjustment Amount, (vi) the Closing Consideration calculated based on the items in the foregoing clauses (i) through (v), and (vii) the Current Blocker Tax Liabilities. The Closing Balance Sheet, the Closing Statement, including the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash and the Closing Date Other Adjustment Amount and the Current Blocker Tax Liabilities shall be determined on a consolidated basis using the Agreed Accounting Principles, and shall not include any changes in assets or liabilities as a result of purchase or other non-cash accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby. The parties agree that the purpose of preparing the Closing Balance Sheet and the Closing Statement, including the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash and the Closing Date Other Adjustment Amount and the related purchase price adjustment contemplated by this Section 2.7 is to measure the amount of the Closing Date Net Working CapitalAdjustment Amount; and (ii) the basis of such claim; (b) Such set off shall be effected on the later to occur of the expiration of 30 days from the date of such notice (the "Notice of Contest Period") or, if such claim is contested, the Closing Date Indebtednessdate the dispute is resolved, and such set off shall be charged proportionally against the shares set aside; (c) If, prior to the expiration of the Notice of Contest Period, the Holder ExpensesPartnership shall notify Panthers BRGP Corporation in writing of an intention to dispute the claim, the Closing Date Cashparties shall in good faith negotiate to resolve the claim or submit the matter to binding arbitration; (d) For purposes of this Article, Panthers Shares for which each Held Back Interest can be exercised shall be valued at the Closing Date Other greater of the Price per Share or the price per share of Panthers Common Stock at the close of trading on the date the written notice is sent pursuant to clause (a) above. (e) Neither the Partnership nor the General Partner shall be liable to Panthers or Panthers BRHC Limited or Panthers BRGP Corporation for any deficiency resulting from the value of the Held Back Interests being less than the Adjustment Amount, it being agreed that the Closing Consideration, and the Current Blocker Tax Liabilities, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies only recourse against Partnership by any party for the purpose of preparing the Closing Statement or determining the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, and the Current Blocker Tax Liabilities unless such differences are required by GAAP. Following the Closing, Holder Representative and its representatives Amount shall have the right to reasonable access following prior notice be to the books, records, the chief financial officer and auditors of the Company Group to the extent relevant for its review of the Closing Statement and the Surviving Entity shall cause the employees and auditors of the Company Group to reasonably cooperate with the Holder Representative in connection with its review of the Closing Statement (subject to customary access agreements as may be required by such auditors).Held Back Interests. 9.4

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event on or before the date that is the later of forty-five (45) within 45 calendar days after the Closing Date and January 31thereof, 2019, Acquiror Seller shall prepare and deliver to the Holder Representative Buyer (i) an unaudited consolidated combined balance sheet of the Company Group Companies (the “Closing Balance Sheet”) and an unaudited consolidated statement (ii) Seller’s good faith calculation of (A) Net Working Capital (“Closing Net Working Capital”), (B) the aggregate amount of all Indebtedness (“Closing Indebtedness”), (C) the aggregate amount of Cash of the Company Group Companies (“Closing Cash”) and (D) Transaction Expenses (“Closing Transaction Expenses”), in each case, calculated as of immediately prior to the close Closing; (iii) Seller’s calculation of business the Closing Net Working Capital Adjustment Amount and (iv) on the Closing Date (basis of the “Closing Statement”) setting forth (i) foregoing, a calculation of the Closing Date Net Working Capital, Purchase Price (together with the items referred to in clauses (ii) a calculation of and (iii) above, the “Final Closing Statement”); provided, that any liability for Taxes included in the Final Closing Statement shall be calculated after taking into account any income Tax deductions for Transaction Expenses that are properly accrued on the Closing Date Indebtednessand are available to offset such Tax liability (or, (iii) to the extent such Tax deductions exceed such Tax liability, any such excess Tax deductions that the Buyer reasonably determines in good faith can be used to offset its income Tax liability; Buyer shall provide the Seller with a certificate executed by the Buyer’s Chief Financial Officer setting forth in reasonable detail the calculation of the Holder Expenses, (iv) a calculation of the Closing Date Cash, (v) a calculation of the Closing Date Other Adjustment Amount, (vi) the Closing Consideration calculated based on the items in the foregoing clauses (i) through (vsuch amounts together with supporting details), and (vii) the Current Blocker Tax Liabilities. The Closing Balance Sheet, the Closing Statement, including the Closing Date Net Working Capital, Closing Indebtedness and Closing Cash shall be prepared in accordance with the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash Accounting Principles and the definitions of the defined terms used in this Section 2.06(a); provided, however, that (x) the Final Closing Date Other Adjustment Amount Statement (and any amounts included therein) shall reflect no increase in any accrual, provision or reserve unless such increase is consistent with the Current Blocker Tax Liabilities shall be determined on a consolidated basis using the Agreed Accounting Principles, (y) except as set forth in the following clause (z), the Final Closing Statement (and any amounts included therein) shall not include any changes in assets or liabilities as a result of purchase or other non-cash accounting adjustments or other changes arising from or resulting as a consequence give effect to the consummation of the transactions contemplated herebyby this Agreement, including any payments of cash in respect of the Purchase Price, or any financing transactions in connection therewith or, after the Closing, any other action or omission by Buyer or any of the Companies and (z) the Final Closing Statement shall not reflect (I) any expense or liability for which Buyer is expressly responsible under this Agreement, other than the Accrued Employee Amounts and any Transaction Expenses, or (II) any negative Bonus Bank Amounts. The parties agree that Notwithstanding anything to the purpose of preparing contrary in this Agreement, the Closing Balance Sheet calculations to be made pursuant to Section 2.05, and the Closing Statement, including the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash and the Closing Date Other Adjustment Amount and the related purchase price adjustment contemplated by to be made pursuant to this Section 2.7 is to measure the amount of the Closing Date Net Working Capital2.06, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, the Closing Consideration, and the Current Blocker Tax Liabilities, and such processes are not shall be intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Statement or determining the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, and the Current Blocker Tax Liabilities unless such differences are required by GAAP. Following the Closing, Holder Representative and its representatives shall have the right to reasonable access following prior notice give effect to the books, records, arithmetic difference between the chief financial officer and auditors of items in the Company Group to the extent relevant for its review of the Preliminary Closing Statement and the Surviving Entity Final Closing Statement, all of which shall cause the employees and auditors of the Company Group to reasonably cooperate be determined in accordance with the Holder Representative in connection with its review of the Closing Statement (subject Accounting Principles without regard to customary access agreements as any differences from GAAP. Neither Section 2.05 nor Section 2.06 is intended to be used to adjust for claims that may be required by such auditors)made with respect to the Balance Sheet or any inconsistencies or questions of interpretation between the Balance Sheet or the Accounting Principles, on the one hand, and GAAP, on the other.

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event on or before the date that is the later of forty-five (45) within 75 calendar days after the Closing Date and January 31thereof, 2019, Acquiror Buyer shall prepare and deliver to the Holder Representative an unaudited consolidated balance sheet of the Company Group (the “Closing Balance Sheet”) and an unaudited consolidated statement of the Company Group as of the close of business on the Closing Date (the “Closing Statement”) setting forth Seller (i) a calculation of the Closing Date Net Working Capital, (ii) a calculation of the aggregate amount of all Closing Date Indebtedness, (iii) a calculation of the Holder ExpensesClosing Cash, (iv) a calculation of the Closing Date CashTransaction Expenses, (v) Buyer’s calculation of the Closing Net Working Capital Adjustment Amount, and (vi) on the basis of the foregoing, a calculation of the Closing Date Other Adjustment Amount, Cash Purchase Price (vi) together with the Closing Consideration calculated based on the items calculations referred to in the foregoing clauses (i) through (vvi) above, the “Final Closing Statement”), and (vii) the Current Blocker Tax Liabilities. The Closing Balance Sheet, the Closing Statement, including the Closing Date Net Working Capital, Closing Indebtedness and Closing Cash shall be prepared in accordance with the Closing Date IndebtednessAccounting Principles and the defined terms used in this Section 2.06(a); provided, however, the Holder Expenses, the Final Closing Date Cash Statement (and the Closing Date Other Adjustment Amount and the Current Blocker Tax Liabilities shall be determined on a consolidated basis using the Agreed Accounting Principles, and any amounts included therein) shall not include any changes in assets or liabilities as a result of purchase or other non-cash accounting adjustments or other changes arising from or resulting as a consequence give effect to the consummation of the transactions contemplated hereby. The parties agree that by this Agreement, including any act or omission by Buyer or any of its Subsidiaries or the purpose of preparing Companies taken at, after or in connection with the Closing Balance Sheet or reflect any payments of cash in respect of the Purchase Price, or any financing transactions in connection therewith or reflect any expense or liability for which Buyer is responsible under this Agreement. For the avoidance of doubt, the calculations and the Closing Statement, including the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash and the Closing Date Other Adjustment Amount and the related purchase price adjustment contemplated by to be made pursuant to this Section 2.7 2.06 are only meant to reflect the proper calculation of Closing Cash Purchase Price (and the inputs thereto) in accordance with the applicable definitions contained therein and otherwise in this Agreement and the applicable terms and conditions of this Agreement. Nothing in this Section 2.06 is intended to measure be used to adjust for errors or omissions that may be found with respect to the amount of Financial Statements or any inconsistencies between the Closing Date Net Working CapitalAccounting Principles, on the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, the Closing Considerationone hand, and GAAP, on the Current Blocker Tax Liabilitiesother. No action taken by Buyer occurring at, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications after or estimation methodologies for the purpose of preparing the Closing Statement or determining the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, and the Current Blocker Tax Liabilities unless such differences are required by GAAP. Following in connection with the Closing, Holder Representative and no change in GAAP or Applicable Law after the Balance Sheet Date, shall be taken into consideration in the calculations to be made pursuant to Section 2.04 or this Section 2.06. If Buyer fails to timely deliver the Final Closing Statement in accordance with the first sentence of this Section 2.06(a) within such 75-day period, then, at the election of Seller in its representatives sole discretion either (x) the Preliminary Closing Statement delivered by Seller to Buyer pursuant to Section 2.04 shall have be deemed to be the right Final Closing Statement for all purposes hereunder or (y) Seller shall be entitled to reasonable access following prior notice retain (at the sole cost and expense of Buyer) an independent accounting firm of recognized national standing to provide an audit of the booksbooks of the Companies, recordsdetermine the calculation of, and prepare, the chief financial officer and auditors of the Company Group to the extent relevant for its review of the Final Closing Statement and the Surviving Entity shall cause the employees and auditors of the Company Group to reasonably cooperate consistent with the Holder Representative in connection with its review provisions of this Section 2.06(a), the Closing Statement (subject to customary access agreements as may be required by determination of such auditors)independent accounting firm being conclusive, final and binding on the parties hereto.

Adjustment Amount. The Adjustment Amount will be equal to the amount, if any, by which the Company’s Net Working Capital on the Closing Date is less than One Million Two Hundred Forty Thousand Dollars (a$1,240,000). Within one hundred and eighty (180) As soon days following the last day of the month in which the Closing occurs, Buyer shall calculate the Company’s Net Working Capital as reasonably practicable following of the Closing Date, and in any event on or before the date that is the later of forty-five (45) days after the Closing Date and January 31, 2019, Acquiror shall prepare and deliver to the Holder Representative an unaudited consolidated balance sheet of the Company Group (the “Closing Balance Sheet”) and an unaudited consolidated statement of the Company Group as of the close of business on the Closing Date (the “Closing Statement”) setting forth (i) a calculation of the Closing Date Net Working Capital, (ii) a calculation of the Closing Date Indebtedness, (iii) a calculation of the Holder Expenses, (iv) a calculation of the Closing Date Cash, (v) a calculation of the Closing Date Other Adjustment Amount, (vi) the Closing Consideration calculated based on the items in the foregoing clauses (i) through (v), and (vii) the Current Blocker Tax Liabilities. The Closing Balance Sheet, the Closing Statement, including the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash and the Closing Date Other Adjustment Amount and the amount of the Current Blocker Tax Liabilities Cash Consideration, and provide the Seller with an accounting of such calculation (the “Current Cash Consideration Accounting”). Seller shall have fifteen (15) days following receipt of such Current Cash Consideration Accounting in which to object to the calculations contained therein by delivering written notice of such objection to the Buyer, which written notice will specify in detail the basis of such objection. During such fifteen (15) day period, Buyer shall make available to Seller all of Buyer’s books and records reasonably requested by Seller in order to confirm the Current Cash Consideration Accounting. The time periods contemplated herein shall be determined on extended to the extent there is a consolidated basis using delay in the Agreed Accounting Principles, availability of such books and shall not include any changes in assets or liabilities as a result records. If the Buyer and Seller are unable to resolve such dispute within fifteen (15) days of purchase or other non-cash accounting adjustments or other changes arising from or resulting as a consequence Buyer’s receipt of the transactions contemplated hereby. The parties agree that the purpose of preparing the Closing Balance Sheet and the Closing Statement, including the Closing Date Net Working Capitalsuch notice, the Closing Date Indebtednessdispute shall be submitted to the dispute resolution procedure set forth in Section 2.9 which both parties expressly agree shall be the sole method of resolving the dispute and both parties shall be bound by the results of such procedure. If the Seller does not timely object to the calculations in the Current Cash Consideration Accounting or notifies the Buyer in writing that Seller accepts such calculations, then the Holder Expensescalculations in the Current Cash Consideration Accounting shall be deemed final. Buyer shall, within two (2) business days following the Closing Date Current Cash and Consideration Accounting becoming final, pay to Seller (in the Closing Date Other Adjustment Amount and same manner as contemplated in Section 2.4.2(a)) an amount equal to the related purchase price adjustment contemplated amount by this which the cash paid to Seller pursuant to Section 2.7 2.4.2(a) is to measure less than the Adjusted Current Cash Consideration. In the event the amount of Adjusted Current Cash Consideration is less than the Closing Date Net Working Capitalamount paid to Seller pursuant to Section 2.4.2(a), Seller shall pay such difference to Buyer (in the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, the Closing Consideration, and same manner as contemplated in Section 2.4.2(a)) within two (2) business days following the Current Blocker Tax Liabilities, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Statement or determining the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, and the Current Blocker Tax Liabilities unless such differences are required by GAAP. Following the Closing, Holder Representative and its representatives shall have the right to reasonable access following prior notice to the books, records, the chief financial officer and auditors of the Company Group to the extent relevant for its review of the Closing Statement and the Surviving Entity shall cause the employees and auditors of the Company Group to reasonably cooperate with the Holder Representative in connection with its review of the Closing Statement (subject to customary access agreements as may be required by such auditors)Cash Consideration Accounting becoming final.

Adjustment Amount. (a) 3. As soon as reasonably practicable following the Closing Date, and in any event on or before the date that is the later of forty-five (45) within 60 calendar days after the Closing Date and January 31thereof, 2019, Acquiror Buyer shall prepare and deliver to the Holder Representative an unaudited consolidated balance sheet Sellers, (%4) a calculation of Closing Net Working Capital, (%4) a calculation of the Company Group aggregate amount of all Closing Indebtedness, (the “%4) a calculation of Closing Balance Sheet”Cash, (%4) and an unaudited consolidated statement Buyer’s calculation of the Company Group as Closing Net Working Capital Adjustment Amount, (%4) a calculation of Closing Transaction Expenses and on the basis of the close of business on the Closing Date foregoing (the “Closing Statement”) setting forth (i%4) a calculation of the Closing Date Net Working Capital, Purchase Price (ii) a calculation of together with the Closing Date Indebtedness, (iii) a calculation of the Holder Expenses, (iv) a calculation of the Closing Date Cash, (v) a calculation of the Closing Date Other Adjustment Amount, (vi) the Closing Consideration calculated based on the items calculations referred to in the foregoing clauses (i) through (vvi) above, the “Final Closing Statement”), and (vii) the Current Blocker Tax Liabilities. The Closing Balance Sheet, the Closing Statement, including the Closing Date Net Working Capital, Closing Indebtedness and Closing Cash shall be prepared in accordance with the Accounting Principles and the defined terms used in this Section 2.06(a); provided, however, that the Final Closing Statement (and any amounts included therein) shall not give effect to any act or omission by Buyer or any of its Subsidiaries or the Companies taken after the Closing Date Indebtednessor reflect any payments of cash in respect of the Purchase Price, or any financing transactions in connection therewith or reflect any expense or liability for which Buyer is responsible under this Agreement or the Holder Expensespayment of the Purchase Price. For the avoidance of doubt, neither party shall dispute the definition, scope or the application of the Accounting Principles or any inconsistencies between GAAP and any Accounting Principle(s). No fact or event, including any market or business development, occurring after the Closing Date Cash Date, and no change in GAAP or Applicable Law after the Closing Date Other Adjustment Amount and the Current Blocker Tax Liabilities Balance Sheet Date, shall be determined on a consolidated basis using taken into consideration in the Agreed Accounting Principlescalculations to be made pursuant to Section 2.04 or this Section 2.06. If Buyer fails to timely deliver the Final Closing Statement in accordance with the first sentence of this Section 2.06(a) within such 60-day period, and shall not include any changes in assets or liabilities as a result of purchase or other non-cash accounting adjustments or other changes arising from or resulting as a consequence then, at the election of the transactions contemplated hereby. The parties agree that Sellers in their sole discretion either (x) the purpose of preparing Preliminary Closing Statement delivered by the Closing Balance Sheet and Sellers to Buyer pursuant to Section 2.04 shall be deemed to be the Final Closing Statement, including for all purposes hereunder or (y) the Closing Date Net Working CapitalSellers shall be entitled to retain the Auditor to provide an audit of the books of the Companies, determine the calculation of, and prepare, the Final Closing Date IndebtednessStatement consistent with the provisions of Section 2.06(c), the Holder Expensesdetermination of such Auditor being conclusive, final and binding on the Closing Date Cash and the Closing Date Other Adjustment Amount and the related purchase price adjustment contemplated by this Section 2.7 is to measure the amount of the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, the Closing Consideration, and the Current Blocker Tax Liabilities, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Statement or determining the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, and the Current Blocker Tax Liabilities unless such differences are required by GAAP. Following the Closing, Holder Representative and its representatives shall have the right to reasonable access following prior notice to the books, records, the chief financial officer and auditors of the Company Group to the extent relevant for its review of the Closing Statement and the Surviving Entity shall cause the employees and auditors of the Company Group to reasonably cooperate with the Holder Representative in connection with its review of the Closing Statement (subject to customary access agreements as may be required by such auditors)parties hereto.

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event on or before the date that is the later of forty-five within ninety (4590) calendar days after the Closing Date and January 31thereof, 2019, Acquiror Buyer shall prepare and deliver to the Holder Representative an unaudited consolidated balance sheet of the Company Group (the “Closing Balance Sheet”) and an unaudited consolidated Seller a written statement of the Company Group as of the close of business on the Closing Date (the “Closing Statement”) setting forth Buyer’s good faith calculations of (i) a calculation of the Closing Date Net Working Capital, (ii) a calculation of the Closing Date Indebtedness, (iii) a calculation of the Holder ExpensesClosing Cash, (iv) a calculation of the Closing Date CashTransaction Expenses, (v) a calculation of the Closing Date Other Net Working Capital Adjustment Amount, Amount and (vi) the Closing Consideration calculated based on the items in basis of the foregoing clauses (i) through (v), and (vii) the Current Blocker Tax Liabilities. The Closing Balance Sheetforegoing, the Closing Purchase Price (together with the calculations referred to in the preceding clauses ‎(i) through ‎(vi), the “Final Closing Statement, including the ”). The calculations of Closing Date Net Working Capital, Closing Indebtedness, Closing Cash and Transaction Expenses shall be prepared in accordance with the Accounting Principles and the definitions of the applicable defined terms used herein; provided, however, that the Final Closing Statement (and any amounts included therein) shall not (A) (except to the extent relevant to the calculation of any Liability for Tax and the calculation of Transaction Expenses and Indebtedness) give effect to the consummation of the transactions contemplated by this Agreement, including any act or omission by Buyer or any of its Affiliates or the Companies taken at, after or in connection with the Closing Date or (B) reflect any payments of cash in respect of the Purchase Price, or any financing transactions in connection therewith or reflect any expense or Liability for which Buyer is responsible under this Agreement. Nothing in this ‎Section 2.06 is intended to be used to adjust for errors or omissions that may be found with respect to the Financial Statements or any inconsistencies between the Accounting Principles, on the one hand, and GAAP, on the other; provided that the foregoing shall not override the primary principle that the calculations of Closing Net Working Capital, Closing Indebtedness, Transaction Expenses and Closing Cash shall be prepared in accordance with the Holder Accounting Principles and the definitions of such terms herein. No change in GAAP or Applicable Law after the Balance Sheet Date shall be taken into consideration in the calculations to be made pursuant to ‎Section 2.04 or this ‎Section 2.06. If Buyer fails to timely deliver the Final Closing Statement in accordance with the first sentence of this ‎Section 2.06(a) within such 90-day period (the “Review Period”), then, if Buyer fails to deliver a Final Closing Statement within five (5) Business Days following the receipt of written notice from Seller of such failure, at the election of Seller in its sole discretion either (x) the Preliminary Closing Statement delivered by Seller to Buyer pursuant to ‎Section 2.04 shall be deemed to be the Final Closing Statement for all purposes hereunder or (y) Seller may elect to deliver its own Final Closing Statement within 60 days of the end of the Review Period setting forth its good faith calculations of Closing Net Working Capital, Closing Indebtedness, Closing Cash, Transaction Expenses, the Closing Date Cash and the Closing Date Other Net Working Capital Adjustment Amount and and, on the Current Blocker Tax Liabilities shall be determined on a consolidated basis using the Agreed Accounting Principles, and shall not include any changes in assets or liabilities as a result of purchase or other non-cash accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby. The parties agree that the purpose of preparing the Closing Balance Sheet and the Closing Statement, including the Closing Date Net Working Capitalforegoing, the Closing Date IndebtednessPurchase Price (subject to Xxxxx’s right to review and object to the Final Closing Statement within a 60-day period, with the Holder Expenses, the Closing Date Cash roles of Seller and the Closing Date Other Adjustment Amount and the related purchase price adjustment Xxxxx contemplated by this Section 2.7 is to measure the amount of the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, the Closing Consideration, and the Current Blocker Tax Liabilities, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Statement or determining the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, and the Current Blocker Tax Liabilities unless such differences are required by GAAP. Following the Closing, Holder Representative and its representatives shall have the right to reasonable access following prior notice to the books, records, the chief financial officer and auditors of the Company Group to the extent relevant for its review of the Closing Statement and the Surviving Entity shall cause the employees and auditors of the Company Group to reasonably cooperate with the Holder Representative in connection with its review of the Closing Statement ‎Section 2.06 (subject to customary access agreements as may be required by such auditorsother than ‎Section 2.06(e)) reversed).

Adjustment Amount. (a) As soon as reasonably practicable following Not less than five (5) Business Days prior to the Closing Date and in no event more than ten (10) Business Days prior to the Closing Date, and in any event on or before the date that is the later of forty-five (45) days after the Closing Date and January 31, 2019, Acquiror Seller shall prepare and deliver to the Holder Representative an unaudited consolidated balance sheet of the Company Group Buyer a written statement (the “Closing Balance Sheet”) and an unaudited consolidated statement of the Company Group as of the close of business on the Closing Date (the “Preliminary Closing Statement”) setting forth (i) a calculation its good faith estimate of (A) the Net Working Capital as of the Effective Time (the “Estimated Closing Date Net Working Capital”), (B) the aggregate amount of all Funded Debt as of the Effective Time (the “Estimated Closing Date Funded Debt”), (C) the aggregate amount of all Cash as of the Effective Time (the “Estimated Closing Date Cash”) and (D) the Unpaid Company Transaction Expenses (the “Estimated Unpaid Company Transaction Expenses”) and (ii) a its calculation of the Estimated Net Working Capital Adjustment Amount. The calculations included in the Preliminary Closing Date Indebtedness, Statement shall be prepared on a basis consistent with the Accounting Principles (iii) a calculation it being acknowledged that certain amounts thereon shall be estimates). The Preliminary Closing Statement shall be accompanied by reasonable supporting detail (including reasonable supporting calculations). Following the delivery of the Holder Expenses, (iv) a calculation of the Closing Date Cash, (v) a calculation of the Closing Date Other Adjustment Amount, (vi) the Closing Consideration calculated based on the items in the foregoing clauses (i) through (v), and (vii) the Current Blocker Tax Liabilities. The Closing Balance Sheet, the Preliminary Closing Statement, including the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash and the Closing Date Other Adjustment Amount and the Current Blocker Tax Liabilities shall be determined on a consolidated basis using the Agreed Accounting PrinciplesSeller shall, and shall not include any changes in assets cause its Subsidiaries (including the Precoat Subsidiaries) to, provide Buyer and its Representatives reasonable access (during normal business hours and at mutually agreeable dates) to the personnel and (subject to the execution of customary work paper access letters if requested by) auditors or liabilities as a result accountants of purchase or other non-cash accounting adjustments or other changes arising from or resulting as a consequence Seller and its Subsidiaries (including the Precoat Subsidiaries) relating to the preparation of the transactions contemplated hereby. The parties agree that the purpose of preparing the Closing Balance Sheet and the Closing Statement, including the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash and the Closing Date Other Adjustment Amount and the related purchase price adjustment contemplated by this Section 2.7 is to measure the amount of the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, the Closing Consideration, and the Current Blocker Tax Liabilities, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Statement or determining the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, and the Current Blocker Tax Liabilities unless such differences are required by GAAP. Following the Closing, Holder Representative and its representatives shall have the right to reasonable access following prior notice to the books, records, the chief financial officer and auditors of the Company Group to the extent relevant for its review of the Preliminary Closing Statement and the Surviving Entity shall cause the employees personnel of Seller and auditors of its Subsidiaries (including the Company Group Precoat Subsidiaries) to reasonably cooperate with the Holder Representative Buyer and its Representatives in connection with its their review of the Preliminary Closing Statement (subject and consider in good faith any changes Buyer recommends; provided, however, if the parties are unable to customary access agreements as may agree upon any matter set forth therein, the amount reflected in the Preliminary Closing Statement shall be required by such auditors)used for calculation of the Consideration payable at Closing.

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event on or before the date that is the later of forty-five within sixty (4560) calendar days after the Closing Date and January 31thereof, 2019, Acquiror Buyer shall prepare and deliver to the Holder Representative (i) an unaudited consolidated balance sheet of the Company Group and its Subsidiaries (the “Closing Balance Sheet”) and an unaudited consolidated statement of the Company Group as of the close of business on the Closing Date (the “Closing Statement”) setting forth (i) a calculation of the Closing Date Net Working Capital), (ii) a calculation of the Net Working Capital (“Closing Date IndebtednessNet Working Capital”), (iii) a calculation of the Holder Expensesaggregate amount of all Funded Debt of the Company (“Closing Date Funded Debt”), (iv) a calculation of Cash of the Company (“Closing Date Cash, ”) and (v) a calculation of the Transaction Expenses (“Closing Date Other Adjustment AmountTransaction Expenses”), (vi) in each case, calculated as of the Closing Consideration calculated based on Reference Time and, with respect to the items calculations described in the foregoing clauses (iii)-(v) through (vexcept as provided in this Section 3.4(a)), and (vii) consistent with the Current Blocker Tax LiabilitiesClosing Balance Sheet. The Closing Balance Sheet shall be prepared in accordance with GAAP applied in a manner consistent (except as provided in this Section 3.4(a)) with the principles applied in connection with the preparation of the most recent audited balance sheet included in the Financial Statements (the “Reference Balance Sheet”); provided, however, that (x) except as set forth in clause (y), the Closing StatementBalance Sheet shall be prepared using the same accounting practices, policies, judgments and methodologies used in the preparation of the Reference Balance Sheet and (y) (I) the Closing Balance Sheet shall reflect no changes in reserves (regardless of whether any such reserve is recorded as an offset to a current asset’s carrying value or is included as an accrued liability in the Closing Balance Sheet) from amounts contained in the Reference Balance Sheet, other than changes therein (A) attributable to changes in facts and circumstances occurring after the date of the Reference Balance Sheet or (B) required to reflect facts as of the date of the Reference Balance Sheet, but in this clause (B) solely to extent the reserves in the Reference Balance Sheet reflected underlying errors of fact (and not due to differences in judgments or principles applied), (II) the treatment of leases as capital leases or operating leases shall be identical to their treatment in the Reference Balance Sheet, (III) the Closing Balance Sheet shall not reflect any expense or liability for which Buyer is responsible under this Agreement, (IV) notwithstanding anything to the contrary in this Agreement (including the definition of Funded Debt), if the Notes are not redeemed by the Issuers on the Closing Date, for the purposes of defining and calculating the Closing Date Funded Debt, the aggregate amount due and owing in respect of the Notes (or Indenture) shall be deemed to be an amount equal only to (A) the aggregate principal amount of the Notes, as applicable, then outstanding, plus (B) all accrued and unpaid interest, if any, on the Notes, as applicable, then outstanding and (V) the Closing Balance Sheet shall not reflect any income Tax assets, except that current income Tax liabilities included in the calculation of Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash Capital shall take into account and the Closing Date Other Adjustment Amount and the Current Blocker Tax Liabilities shall be determined on a consolidated basis using the Agreed Accounting Principles, and shall reduced (but not include any changes in assets or liabilities as a result of purchase or other non-cash accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby. The parties agree that the purpose of preparing the Closing Balance Sheet and the Closing Statement, including the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash and the Closing Date Other Adjustment Amount and the related purchase price adjustment contemplated below zero) by this Section 2.7 is to measure the amount of the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, the Closing Consideration, and the Current Blocker Tax Liabilities, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Statement or determining the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, and the Current Blocker Tax Liabilities unless such differences are required by GAAP. Following the Closing, Holder Representative and its representatives shall have the right to reasonable access following prior notice to the books, records, the chief financial officer and auditors of the Company Group to the extent relevant for its review of the Closing Statement and the Surviving Entity shall cause the employees and auditors of the Company Group to reasonably cooperate with the Holder Representative in connection with its review of the Closing Statement (subject to customary access agreements as may be required by such auditors).current income

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event on or before the date that is the later of forty-five within sixty (4560) calendar days after the Closing Date and January 31, 2019thereof, Acquiror shall prepare and deliver to the Holder Representative (i) an unaudited consolidated balance sheet of the Company Group and its Subsidiaries (the “Closing Balance Sheet”), (ii) and an unaudited consolidated statement a calculation of Net Working Capital (“Closing Date Net Working Capital”), prepared in accordance with the NWC Methodology, (iii) a calculation of the aggregate amount of all Indebtedness of the Company Group (“Closing Date Indebtedness”), (iv) a calculation of Cash and Cash Equivalents of the Company (“Closing Date Cash”), and (v) a calculation of unpaid and accrued Transaction Expenses (“Closing Date Unpaid Transaction Expenses”), in each case, calculated as of the close of business on the Closing Date consistent (except as provided in this Section 3.4(a)) with the “Closing Statement”) setting forth (i) a calculation Balance Sheet without giving effect to the consummation of the Closing Date Net Working CapitalMerger or any financing transactions in connection therewith or, (ii) a calculation after the Effective Time, any other action or omission by Acquiror, the Surviving Corporation or any of the Closing Date Indebtedness, (iii) a calculation of the Holder Expenses, (iv) a calculation of the Closing Date Cash, (v) a calculation of the Closing Date Other Adjustment Amount, (vi) the Closing Consideration calculated based on the items its Subsidiaries that is not in the foregoing clauses (i) through (v), and (vii) the Current Blocker Tax Liabilitiesordinary course of business consistent with past practice. The Closing Balance Sheet shall be prepared in a manner consistent with the principles applied in connection with the preparation of the most recent audited balance sheet included in the Financial Statements (the “Reference Balance Sheet”); provided, however, that (x) except as set forth in clause (y), the Closing StatementBalance Sheet shall be prepared using the same accounting practices, including policies, judgments and methodologies used in the preparation of the Reference Balance Sheet and (y) the Closing Date Net Working Capital, Balance Sheet shall reflect no changes in reserves (regardless of whether any such reserve is recorded as an offset to a current asset’s carrying value or is included as an accrued liability in the Closing Date IndebtednessBalance Sheet) from amounts contained in the Reference Balance Sheet, other than changes therein attributable to changes in facts and circumstances occurring after the date of the Reference Balance Sheet. Following the Closing, Acquiror shall provide the Holder ExpensesRepresentative and its representatives access to the records, properties, personnel and (subject to the Closing Date Cash and the Closing Date Other Adjustment Amount and the Current Blocker Tax Liabilities shall be determined on a consolidated basis using the Agreed Accounting Principles, and shall not include any changes in assets or liabilities as a result execution of purchase or other non-cash accounting adjustments or other changes arising from or resulting as a consequence customary work paper access letters if requested) auditors of the transactions contemplated hereby. The parties agree that Company and its Subsidiaries relating to the purpose preparation of preparing the Closing Balance Sheet and shall cause the Closing Statement, including the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash and the Closing Date Other Adjustment Amount and the related purchase price adjustment contemplated by this Section 2.7 is to measure the amount of the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, the Closing Consideration, and the Current Blocker Tax Liabilities, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Statement or determining the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, and the Current Blocker Tax Liabilities unless such differences are required by GAAP. Following the Closing, Holder Representative and its representatives shall have the right to reasonable access following prior notice to the books, records, the chief financial officer and auditors personnel of the Company Group and its Subsidiaries to the extent relevant for its review of the Closing Statement and the Surviving Entity shall cause the employees and auditors of the Company Group to reasonably cooperate with the Holder Representative in connection with its review of the Closing Statement (subject to customary access agreements as may be required by such auditors)Balance Sheet. For the purpose of determining Closing Date Net Working Capital, the consolidated current assets and current liabilities of the Company and its Subsidiaries shall exclude the value of all Transaction Expenses.

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event on or before the date that is the later of fortywithin seventy-five (4575) days after the Closing Date and January 31, 2019thereof, Acquiror shall prepare and deliver to the Holder Representative (i) an unaudited consolidated balance sheet of the Company Group and its Subsidiaries (the “Closing Balance Sheet”) and an unaudited consolidated statement of the Company Group as of the close of business on the Closing Date (the “Closing Statement”) setting forth (i) a calculation of the Closing Date Net Working Capital), (ii) a calculation of the Net Working Capital (“Closing Date IndebtednessNet Working Capital”) prepared in accordance with the NWC Methodology, (iii) a calculation of the Holder Expensesaggregate amount of all Indebtedness of the Company (“Closing Date Indebtedness”), (iv) a calculation of Cash and Cash Equivalents of the Company (“Closing Date Cash”), and (v) a calculation of unpaid and accrued Transaction Expenses (“Closing Date Unpaid Transaction Expenses”), in each case, calculated as of 12:01 a.m. Pacific Time on the Closing Date Other Adjustment Amount, (vi) provided that Taxes included in such calculation shall be calculated as of 11:59 p.m. Pacific Time on the Closing Consideration Date but shall exclude any Taxes incurred as a result of any actions set forth in the proviso to Section 8.2(a)(iv)) consistent (except as provided in this Section ‎3.4(a)) with the Closing Balance Sheet without giving effect to the consummation of the Merger or any financing transactions in connection therewith or, after the Effective Time, any other action or omission by Acquiror, the Surviving Corporation or any of its Subsidiaries that is not in the ordinary course of business consistent with past practice (provided that Taxes included in such calculation shall be calculated based as of 11:59 p.m. Pacific Time on the items Closing Date but shall exclude any Taxes incurred as a result of any actions set forth in the foregoing clauses (i) through (vproviso to Section 8.2(a)(iv), and (vii) the Current Blocker Tax Liabilities). The Closing Balance Sheet shall be prepared in accordance with GAAP applied in a manner consistent with the accounting principles, practices and methodologies applied in connection with the preparation of the most recent audited balance sheet included in the Financial Statements (the “Reference Balance Sheet, ”). For the Closing Statement, including the purpose of determining Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash consolidated current assets and the Closing Date Other Adjustment Amount and the Current Blocker Tax Liabilities shall be determined on a consolidated basis using the Agreed Accounting Principles, and shall not include any changes in assets or current liabilities as a result of purchase or other non-cash accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby. The parties agree that the purpose of preparing the Closing Balance Sheet and the Closing Statement, including the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash and the Closing Date Other Adjustment Amount and the related purchase price adjustment contemplated by this Section 2.7 is to measure the amount of the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, the Closing Consideration, and the Current Blocker Tax Liabilities, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Statement or determining the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, and the Current Blocker Tax Liabilities unless such differences are required by GAAP. Following the Closing, Holder Representative and its representatives shall have the right to reasonable access following prior notice to the books, records, the chief financial officer and auditors of the Company Group to and its Subsidiaries shall exclude the extent relevant for its review value of the Closing Statement and the Surviving Entity shall cause the employees and auditors of the Company Group to reasonably cooperate with the Holder Representative in connection with its review of the Closing Statement (subject to customary access agreements as may be required by such auditors)all Transaction Expenses.

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event on or before the date that is the later of forty-five within ninety (4590) calendar days after the Closing Date and January 31thereof, 2019, Acquiror Buyer shall prepare and deliver to the Holder Representative a certificate of the Company’s chief executive officer setting forth (i) an unaudited consolidated balance sheet of the Company Group and its Subsidiaries as of the Calculation Time (the “Closing Balance Sheet”) and an unaudited consolidated statement of the Company Group as of the close of business on the Closing Date (the “Closing Statement”) setting forth (i) a calculation of the Closing Date Net Working Capital), (ii) a calculation of Net Working Capital as of the Calculation Time (“Closing Date IndebtednessNet Working Capital”), (iii) a calculation of the Holder Expensesaggregate amount of all Funded Debt of the Company as of immediately prior to the Effective Time (“Closing Date Funded Debt”), (iv) a calculation of Cash of the Company as of the Calculation Time (“Closing Date Cash”), (v) a calculation of the unpaid Company Transaction Expenses as of immediately prior to the Effective Time (including, for the avoidance of doubt, any such amounts triggered at the Effective Time by the consummation of the Merger) (“Closing Date Other Adjustment Amount, Expenses”) and (vi) a calculation of the Closing Adjustment Amount and the Final Merger Consideration calculated based on resulting therefrom, consistent (except as provided in this Section 3.6(a)) with GAAP, the items definitions set forth in this Agreement and the foregoing clauses (i) through (v), and (vii) the Current Blocker Tax Liabilities. The Closing Balance Sheet, the . The Estimated Closing Statement, including Date Net Working Capital and the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash and the Closing Date Other Adjustment Amount and the Current Blocker Tax Liabilities Capital calculations shall be determined on a consolidated basis using prepared in accordance with the Agreed Accounting Principles, definition of Net Working Capital and shall not include any changes in assets or liabilities as a result calculation of purchase or other non-cash accounting adjustments or other changes arising from or resulting as a consequence of each line item set forth on the transactions contemplated herebyschedule attached to the Adjustment Principles. The parties agree that the purpose of preparing the Estimated Closing Balance Sheet and the Closing StatementBalance Sheet shall be prepared in accordance with GAAP and, including to the extent in accordance with GAAP, applied in a manner consistent with the principles applied in connection with the preparation of the most recent audited balance sheet included in the Financial Statements (the “Reference Balance Sheet”); provided, however, that (x) except as set forth in clause (y) the Estimated Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash Balance Sheet and the Closing Date Other Adjustment Amount and Balance Sheet shall be prepared using the related purchase price adjustment contemplated by this Section 2.7 is to measure the amount of the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, the Closing Consideration, and the Current Blocker Tax Liabilities, and such processes are not intended to permit the introduction of different judgments, same accounting methodspractices, policies, principlesjudgments and methodologies used in the preparation of the Reference Balance Sheet (including, practicesto the extent in accordance with GAAP, procedures, classifications or estimation the methodologies for used in calculating reserves therein) and (y) the purpose of preparing Estimated Closing Balance Sheet and the Closing Statement Balance Sheet (I) shall not give effect to the consummation of the Merger, including any payments of cash in respect of the Merger Consideration or determining any financing transactions in connection therewith or, after the Closing Date Net Working CapitalEffective Time, any other action or omission by Buyer, the Closing Date Indebtedness, Surviving Corporation or any of its Subsidiaries that is not in the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, ordinary course of business consistent with past practice and the Current Blocker Tax Liabilities unless such differences are required by GAAP(II) shall not reflect any expense or liability for which Buyer is expressly responsible under this Agreement. Following the Closing, Buyer shall provide the Holder Representative and its representatives shall have the right to reasonable access following during normal business hours and upon reasonable prior notice to the books, records, properties, personnel and (subject to the chief financial officer and execution of customary work paper access letters if requested) auditors of the Company Group and its Subsidiaries relating to the extent relevant for its review preparation of the Closing Statement Balance Sheet and the Surviving Entity shall cause the employees and auditors personnel of the Company Group and its Subsidiaries to reasonably cooperate with the Holder Representative in connection with its review of the Closing Statement (subject to customary Balance Sheet; provided, that such access agreements as may and cooperation shall be required by such auditors)granted under the condition that they shall not unreasonably interfere with the business and operations of the Company and its Subsidiaries.