Common use of Amendment to SPA Clause in Contracts

Amendment to SPA. Effective as of the date hereof: (a) Section 1.6(c) of the SPA is hereby amended by deleting the first sentence thereof in its entirety and replacing it with the following sentence: “If the Buyer and the Sellers are unable to agree upon the Disputed Items solely as they relate to the “▇▇▇▇▇▇ Product Recall Matter” by December 14, 2012, the Buyer and the Sellers will appoint McGladrey & ▇▇▇▇▇▇, LLC or, if such firm is unwilling to serve or such firm is or becomes no longer independent from either the Buyer and its Affiliates or the Sellers and their Affiliates, an independent, nationally recognized accounting firm reasonably acceptable to each of them and that is not currently engaged by either the Buyer, the Company or the Sellers to render accounting services (in either case, the “Independent Accounting Firm”) to resolve the Disputed Items solely as they relate to the “▇▇▇▇▇▇ Product Recall Matter”.” (b) Giving effect to the SPA amendment described in subsection (a) above, the SPA is hereby further amended to the extent necessary, and no further, to provide that if, as a result of the Parties resolution of the Disputed Items on or before December 14, 2012, any of the Certificate Amounts that solely relate to the ▇▇▇▇▇▇ Product Recall Matter (including, for the avoidance of doubt, Closing Working Capital, the Closing Working Capital Adjustment and the Deferred Working Capital Amount, in each case giving full effect, as applicable, to the agreed amounts regarding any post-Closing supplier and customer adjustments and/or settlements in respect of the ▇▇▇▇▇▇ Product Recall Matter) are ultimately determined to be different than those set forth in the Certificate, the December Amount shall be adjusted dollar-for-dollar, up or down, to give effect to any such differences on a net basis (in accordance with the definitions, provisions and methodologies set forth in Article I of the SPA), but without interest on any agreed amounts regarding any post- Closing supplier and customer adjustments and/or settlements in respect of the ▇▇▇▇▇▇ Product Recall Matter.

Amendment to SPA. Effective as of the date hereof: (a) Section 1.6(c) of the SPA is hereby amended by deleting the first sentence thereof in its entirety and replacing it with the following sentence: “If the Buyer and the Sellers are unable to agree upon the Disputed Items solely as they relate to the “▇▇▇▇▇▇ Product Recall Matter” by December 14, 2012November 14,2012, the Buyer and the Sellers will appoint McGladrey & ▇▇▇▇▇▇, LLC or, if such firm is unwilling to serve or such firm is or becomes no longer independent from either the Buyer and its Affiliates or the Sellers and their Affiliates, an independent, nationally recognized accounting firm reasonably acceptable to each of them and that is not currently engaged by either the Buyer, the Company or the Sellers to render accounting services (in either case, the “Independent Accounting Firm”) to resolve the Disputed Items solely as they relate to the “▇▇▇▇▇▇ Product Recall Matter”.” (b) Giving effect to the SPA amendment described in subsection (a) above, the SPA is hereby further amended to the extent necessary, and no further, to provide that if, as a result of the Parties resolution of the Disputed Items on or before December November 14, 2012, any of the Certificate Amounts that solely relate to the ▇▇▇▇▇▇ Product Recall Matter (including, for the avoidance of doubt, Closing Working Capital, the Closing Working Capital Adjustment and the Deferred Working Capital Amount, in each case giving full effect, as applicable, to the agreed amounts regarding any post-Closing supplier and customer adjustments and/or settlements in respect of the ▇▇▇▇▇▇ Product Recall Matter) are ultimately determined to be different than those set forth in the Certificate, the December Amount shall be adjusted dollar-for-dollar, up or down, to give effect to any such differences on a net basis (in accordance with the definitions, provisions and methodologies set forth in Article I of the SPA), but without interest on any agreed amounts regarding any post- Closing supplier and customer adjustments and/or settlements in respect of the ▇▇▇▇▇▇ Product Recall Matter.