Common use of Cash Adjustment Clause in Contracts

Cash Adjustment. (i) No later than sixty (60) days after the Distribution Date, ▇▇▇▇▇▇▇ shall prepare and deliver, or cause to be prepared and delivered, to Fortive a statement reflecting the amount of Cash Equivalents on the unaudited consolidated balance sheet of the Fortive Group as of the close of business on the last day prior to the Distribution Date (giving effect to the Distribution and reflecting the terms and conditions of Article II of this Agreement) (the “Distribution Date Cash Amount”), including supporting account information (the “Distribution Cash Amount Statement”). The Distribution Cash Amount Statement shall be calculated in U.S. dollars and consistently with the historical practices used in calculating cash in ▇▇▇▇▇▇▇. (ii) Subject to the terms set forth in Section 7.6, in connection with the preparation of the Distribution Cash Amount Statement, ▇▇▇▇▇▇▇ shall have reasonable access, during normal business hours and upon reasonable notice, to the books and records, the financial systems and finance personnel and any other information of the members of the Fortive Group that ▇▇▇▇▇▇▇ or its representatives reasonably request, and Fortive shall, and shall cause the members of the Fortive Group and their respective representatives and employees to, cooperate with ▇▇▇▇▇▇▇ and its representatives in connection therewith. (iii) Fortive shall have thirty (30) days following receipt of the Distribution Cash Amount Statement to review such statement and to notify ▇▇▇▇▇▇▇, in writing, if Fortive disputes any of the amounts set forth on the Distribution Cash Amount Statement (the “Distribution Cash Amount Dispute Notice”), specifying the reasons therefor in reasonable detail. (iv) Subject to the terms set forth in Section 7.6, in connection with Fortive’s review of the Distribution Cash Amount Statement, Fortive and its representatives shall have reasonable access, during normal business hours and upon reasonable notice, to all relevant work papers, schedules, memoranda and other documents prepared by ▇▇▇▇▇▇▇ or its representatives in connection with its preparation of the Distribution Cash Amount Statement and to finance personnel of ▇▇▇▇▇▇▇ and any other information that Fortive or its representatives reasonably requests, and ▇▇▇▇▇▇▇ shall cooperate with Fortive and its representatives in connection therewith. (v) In the event that Fortive shall deliver a Distribution Cash Amount Dispute Notice to ▇▇▇▇▇▇▇, Fortive and ▇▇▇▇▇▇▇ shall cooperate in good faith to resolve such dispute as promptly as practicable and, upon such resolution, if any, any adjustments to the Distribution Date Cash Amount shall be made in accordance with the written agreement of Fortive and ▇▇▇▇▇▇▇. Subject to the terms set forth in Section 7.6, in connection with ▇▇▇▇▇▇▇’▇ review of the Distribution Cash Amount Dispute Notice, ▇▇▇▇▇▇▇ and its representatives shall have reasonable access, during normal business hours and upon reasonable notice, to all relevant work papers, schedules, memoranda and other documents prepared by Fortive or its representatives in connection with Fortive’s preparation of the Distribution Cash Amount Dispute Notice and to finance personnel of Fortive and any other information that ▇▇▇▇▇▇▇ or its representatives reasonably requests, and Fortive shall cooperate with ▇▇▇▇▇▇▇ and its representatives in connection therewith. If Fortive and ▇▇▇▇▇▇▇ are unable to resolve any such dispute within fifteen (15) Business Days (or such longer period as Fortive and ▇▇▇▇▇▇▇ shall mutually agree in writing) of Fortive’s delivery of such Distribution Cash Amount Dispute Notice, such dispute shall be resolved by the Independent Accounting Firm, and the final determination of such Independent Accounting Firm with regard to the matters referenced in the Distribution Cash Amount Dispute Notice shall be final and binding on the Parties as from the date rendered. Any expenses relating to the engagement of the Independent Accounting Firm in respect of its services pursuant to this Section 2.13 shall be shared equally by ▇▇▇▇▇▇▇ and Fortive. With respect to matters referenced in the Distribution Cash Amount Dispute Notice, the Independent Accounting Firm’s determination, if not in accordance with the position of either Fortive or ▇▇▇▇▇▇▇, shall not be in excess of the higher, nor less than the lower, of the amounts set forth by Fortive or ▇▇▇▇▇▇▇ in the Distribution Cash Amount Dispute Notice, as applicable. The Independent Accounting Firm shall be instructed to complete the performance of its services as promptly as practicable, but in any event, no later than thirty (30) days after submission of such dispute to the Independent Accounting Firm. The Distribution Date Cash Amount, (i) if no Distribution Cash Amount Dispute Notice has been timely delivered by Fortive in accordance with Section 2.13(b)(iii), as originally submitted by ▇▇▇▇▇▇▇, or (ii) if a Distribution Cash Amount Dispute Notice has been timely delivered by Fortive, the Distribution Date Cash Amount as adjusted pursuant to the resolution of such dispute in accordance with this Section 2.13(b), shall be deemed to be the “Final Cash Amount.” (vi) (A) if the Final Cash Amount exceeds the Target Cash Amount, the amount of such excess, plus any interest accrued in accordance with Section 2.13(c), shall be paid by Fortive to ▇▇▇▇▇▇▇ in accordance with Section 2.13(b)(vii) or (B) if the Target Cash Amount exceeds the Final Cash Amount, the amount of such excess, plus any interest accrued in accordance with Section 2.13(c), shall be paid by ▇▇▇▇▇▇▇ to Fortive in accordance with Section 2.13(b)(vii) (the amount of such increases or decreases, as the case may be, the “Cash Adjustment”). (vii) If payment is required to be made by Fortive in accordance with Section 2.13(b)(vi)(A), Fortive shall, within five (5) Business Days after the determination of the Final Cash Amount pursuant to this Section 2.13, make payment to ▇▇▇▇▇▇▇ by wire transfer in immediately available funds of the amount payable by Fortive in an amount equal to the Cash Adjustment. If payment is required to be made by ▇▇▇▇▇▇▇ in accordance with Section 2.13(b)(vi)(B), ▇▇▇▇▇▇▇ shall, within five (5) Business Days after the determination of the Final Cash Amount pursuant to this Section 2.13, make payment to Fortive by wire transfer in immediately available funds of the amount payable by ▇▇▇▇▇▇▇ in an amount equal to the Cash Adjustment.

Cash Adjustment. (i) No later than sixty (60) days after the Distribution Date, ▇▇▇▇▇▇▇ Parent shall prepare and deliver, or cause to be prepared and delivered, to Fortive SpinCo a statement reflecting the amount of Cash Equivalents on the unaudited consolidated balance sheet of the Fortive SpinCo Group as of the close of business on the last day prior to the Distribution Date (giving effect to the Distribution and reflecting the terms and conditions of Article II of this Agreement) (the “Distribution Date Cash Amount”), including supporting account information (the “Distribution Cash Amount Statement”). The Distribution Cash Amount Statement shall be calculated in U.S. dollars and consistently with the historical practices used in calculating cash in ▇▇▇▇▇▇▇Parent. (ii) Subject to the terms set forth in Section 7.6, in connection with the preparation of the Distribution Cash Amount Statement, ▇▇▇▇▇▇▇ Parent shall have reasonable access, during normal business hours and upon reasonable notice, to the books and records, the financial systems and finance personnel and any other information of the members of the Fortive SpinCo Group that ▇▇▇▇▇▇▇ Parent or its representatives reasonably request, and Fortive SpinCo shall, and shall cause the members of the Fortive SpinCo Group and their respective representatives and employees to, cooperate with ▇▇▇▇▇▇▇ Parent and its representatives in connection therewith. (iii) Fortive SpinCo shall have thirty (30) days following receipt of the Distribution Cash Amount Statement to review such statement and to notify ▇▇▇▇▇▇▇Parent, in writing, if Fortive SpinCo disputes any of the amounts set forth on the Distribution Cash Amount Statement (the “Distribution Cash Amount Dispute Notice”), specifying the reasons therefor in reasonable detail. (iv) Subject to the terms set forth in Section 7.6, in connection with FortiveSpinCo’s review of the Distribution Cash Amount Statement, Fortive SpinCo and its representatives shall have reasonable access, during normal business hours and upon reasonable notice, to all relevant work papers, schedules, memoranda and other documents prepared by ▇▇▇▇▇▇▇ Parent or its representatives in connection with its preparation of the Distribution Cash Amount Statement and to finance personnel of ▇▇▇▇▇▇▇ Parent and any other information that Fortive SpinCo or its representatives reasonably requests, and ▇▇▇▇▇▇▇ Parent shall cooperate with Fortive SpinCo and its representatives in connection therewith. (v) In the event that Fortive SpinCo shall deliver a Distribution Cash Amount Dispute Notice to ▇▇▇▇▇▇▇Parent, Fortive SpinCo and ▇▇▇▇▇▇▇ Parent shall cooperate in good faith to resolve such dispute as promptly as practicable and, upon such resolution, if any, any adjustments to the Distribution Date Cash Amount shall be made in accordance with the written agreement of Fortive SpinCo and ▇▇▇▇▇▇▇Parent. Subject to the terms set forth in Section 7.6, in connection with ▇▇▇▇▇▇▇’▇ Parent’s review of the Distribution Cash Amount Dispute Notice, ▇▇▇▇▇▇▇ Parent and its representatives shall have reasonable access, during normal business hours and upon reasonable notice, to all relevant work papers, schedules, memoranda and other documents prepared by Fortive SpinCo or its representatives in connection with FortiveSpinCo’s preparation of the Distribution Cash Amount Dispute Notice and to finance personnel of Fortive SpinCo and any other information that ▇▇▇▇▇▇▇ Parent or its representatives reasonably requests, and Fortive SpinCo shall cooperate with ▇▇▇▇▇▇▇ Parent and its representatives in connection therewith. If Fortive SpinCo and ▇▇▇▇▇▇▇ Parent are unable to resolve any such dispute within fifteen (15) Business Days (or such longer period as Fortive SpinCo and ▇▇▇▇▇▇▇ Parent shall mutually agree in writing) of FortiveSpinCo’s delivery of such Distribution Cash Amount Dispute Notice, such dispute shall be resolved by the Independent Accounting Firm, and the final determination of such Independent Accounting Firm with regard to the matters referenced in the Distribution Cash Amount Dispute Notice shall be final and binding on the Parties as from the date rendered. Any expenses relating to the engagement of the Independent Accounting Firm in respect of its services pursuant to this Section 2.13 shall be shared equally by ▇▇▇▇▇▇▇ Parent and FortiveSpinCo. With respect to matters referenced in the Distribution Cash Amount Dispute Notice, the Independent Accounting Firm’s determination, if not in accordance with the position of either Fortive SpinCo or ▇▇▇▇▇▇▇Parent, shall not be in excess of the higher, nor less than the lower, of the amounts set forth by Fortive SpinCo or ▇▇▇▇▇▇▇ Parent in the Distribution Cash Amount Dispute Notice, as applicable. The Independent Accounting Firm shall be instructed to complete the performance of its services as promptly as practicable, but in any event, no later than thirty (30) days after submission of such dispute to the Independent Accounting Firm. The Distribution Date Cash Amount, (i) if no Distribution Cash Amount Dispute Notice has been timely delivered by Fortive SpinCo in accordance with Section 2.13(b)(iii), as originally submitted by ▇▇▇▇▇▇▇Parent, or (ii) if a Distribution Cash Amount Dispute Notice has been timely delivered by FortiveSpinCo, the Distribution Date Cash Amount as adjusted pursuant to the resolution of such dispute in accordance with this Section 2.13(b), shall be deemed to be the “Final Cash Amount.” (vi) (A) if the Final Cash Amount exceeds the Target Cash Amount, the amount of such excess, plus any interest accrued in accordance with Section 2.13(c), shall be paid by Fortive SpinCo to ▇▇▇▇▇▇▇ Parent in accordance with Section 2.13(b)(vii) or (B) if the Target Cash Amount exceeds the Final Cash Amount, the amount of such excess, plus any interest accrued in accordance with Section 2.13(c), shall be paid by ▇▇▇▇▇▇▇ Parent to Fortive SpinCo in accordance with Section 2.13(b)(vii) (the amount of such increases or decreases, as the case may be, the “Cash Adjustment”). (vii) If payment is required to be made by Fortive SpinCo in accordance with Section 2.13(b)(vi)(A), Fortive SpinCo shall, within five (5) Business Days after the determination of the Final Cash Amount pursuant to this Section 2.13, make payment to ▇▇▇▇▇▇▇ Parent by wire transfer in immediately available funds of the amount payable by Fortive SpinCo in an amount equal to the Cash Adjustment. If payment is required to be made by ▇▇▇▇▇▇▇ Parent in accordance with Section 2.13(b)(vi)(B), ▇▇▇▇▇▇▇ Parent shall, within five (5) Business Days after the determination of the Final Cash Amount pursuant to this Section 2.13, make payment to Fortive SpinCo by wire transfer in immediately available funds of the amount payable by ▇▇▇▇▇▇▇ Parent in an amount equal to the Cash Adjustment.

Cash Adjustment. (i) No later than sixty (60) days after the Distribution Date, ▇▇▇▇▇▇▇ Parent shall prepare and deliver, or cause to be prepared and delivered, to Fortive SpinCo a statement reflecting the amount of Cash Equivalents on the unaudited consolidated balance sheet of the Fortive SpinCo Group as of the close of business on the last day prior to the Distribution Date (giving effect to the Distribution and reflecting the terms and conditions of Article II of this Agreement, including the SpinCo Financing Cash Distribution) (the “Distribution Date Cash Amount”), including supporting account information (the “Distribution Cash Amount Statement”). The Distribution Cash Amount Statement shall be calculated in U.S. dollars and consistently with the historical practices used in calculating cash in ▇▇▇▇▇▇▇Parent. (ii) Subject to the terms set forth in Section 7.6, in connection with the preparation of the Distribution Cash Amount Statement, ▇▇▇▇▇▇▇ Parent shall have reasonable access, during normal business hours and upon reasonable notice, to the books and records, the financial systems and finance personnel and any other information of the members of the Fortive SpinCo Group that ▇▇▇▇▇▇▇ Parent or its representatives reasonably request, and Fortive SpinCo shall, and shall cause the members of the Fortive SpinCo Group and their respective representatives and employees to, cooperate with ▇▇▇▇▇▇▇ Parent and its representatives in connection therewith. (iii) Fortive SpinCo shall have thirty (30) days following receipt of the Distribution Cash Amount Statement to review such statement and to notify ▇▇▇▇▇▇▇Parent, in writing, if Fortive SpinCo disputes any of the amounts set forth on the Distribution Cash Amount Statement (the “Distribution Cash Amount Dispute Notice”), specifying the reasons therefor in reasonable detail. (iv) Subject to the terms set forth in Section 7.6, in connection with FortiveSpinCo’s review of the Distribution Cash Amount Statement, Fortive SpinCo and its representatives shall have reasonable access, during normal business hours and upon reasonable notice, to all relevant work papers, schedules, memoranda and other documents prepared by ▇▇▇▇▇▇▇ Parent or its representatives in connection with its preparation of the Distribution Cash Amount Statement and to finance personnel of ▇▇▇▇▇▇▇ Parent and any other information that Fortive SpinCo or its representatives reasonably requests, and ▇▇▇▇▇▇▇ Parent shall cooperate with Fortive SpinCo and its representatives in connection therewith. (v) In the event that Fortive SpinCo shall deliver a Distribution Cash Amount Dispute Notice to ▇▇▇▇▇▇▇Parent, Fortive SpinCo and ▇▇▇▇▇▇▇ Parent shall cooperate in good faith to resolve such dispute as promptly as practicable and, upon such resolution, if any, any adjustments to the Distribution Date Cash Amount shall be made in accordance with the written agreement of Fortive SpinCo and ▇▇▇▇▇▇▇Parent. Subject to the terms set forth in Section 7.6, in connection with ▇▇▇▇▇▇▇’▇ Parent’s review of the Distribution Cash Amount Dispute Notice, ▇▇▇▇▇▇▇ Parent and its representatives shall have reasonable access, during normal business hours and upon reasonable notice, to all relevant work papers, schedules, memoranda and other documents prepared by Fortive SpinCo or its representatives in connection with FortiveSpinCo’s preparation of the Distribution Cash Amount Dispute Notice and to finance personnel of Fortive SpinCo and any other information that ▇▇▇▇▇▇▇ Parent or its representatives reasonably requests, and Fortive SpinCo shall cooperate with ▇▇▇▇▇▇▇ Parent and its representatives in connection therewith. If Fortive SpinCo and ▇▇▇▇▇▇▇ Parent are unable to resolve any such dispute within fifteen (15) Business Days (or such longer period as Fortive SpinCo and ▇▇▇▇▇▇▇ Parent shall mutually agree in writing) of FortiveSpinCo’s delivery of such Distribution Cash Amount Dispute Notice, such dispute shall be resolved by the Independent Accounting Firm, and the final determination of such Independent Accounting Firm with regard to the matters referenced in the Distribution Cash Amount Dispute Notice shall be final and binding on the Parties as from the date rendered. Any expenses relating to the engagement of the Independent Accounting Firm in respect of its services pursuant to this Section 2.13 shall be shared equally by ▇▇▇▇▇▇▇ Parent and FortiveSpinCo. With respect to matters referenced in the Distribution Cash Amount Dispute Notice, the Independent Accounting Firm’s determination, if not in accordance with the position of either Fortive SpinCo or ▇▇▇▇▇▇▇Parent, shall not be in excess of the higher, nor less than the lower, of the amounts set forth by Fortive SpinCo or ▇▇▇▇▇▇▇ Parent in the Distribution Cash Amount Dispute Notice, as applicable. The Independent Accounting Firm shall be instructed to complete the performance of its services as promptly as practicable, but in any event, no later than thirty (30) days after submission of such dispute to the Independent Accounting Firm. The Distribution Date Cash Amount, (i) if no Distribution Cash Amount Dispute Notice has been timely delivered by Fortive SpinCo in accordance with Section 2.13(b)(iii), as originally submitted by ▇▇▇▇▇▇▇Parent, or (ii) if a Distribution Cash Amount Dispute Notice has been timely delivered by FortiveSpinCo, the Distribution Date Cash Amount as adjusted pursuant to the resolution of such dispute in accordance with this Section 2.13(b), shall be deemed to be the “Final Cash Amount.” (vi) (A) if the Final Cash Amount exceeds the Target Cash Amount, the amount of such excess, plus any interest accrued in accordance with Section 2.13(c), shall be paid by Fortive SpinCo to ▇▇▇▇▇▇▇ Parent Borrower in accordance with Section 2.13(b)(vii2.13(b)(vi) or (B) if the Target Cash Amount exceeds the Final Cash Amount, the amount of such excess, plus any interest accrued in accordance with Section 2.13(c), shall be paid by ▇▇▇▇▇▇▇ Parent Borrower to Fortive SpinCo in accordance with Section 2.13(b)(vii2.13(b)(vi) (the amount of such increases or decreases, as the case may be, the “Cash Adjustment”). (vii) If payment is required to be made by Fortive SpinCo in accordance with Section 2.13(b)(vi)(A), Fortive SpinCo shall, within five (5) Business Days after the determination of the Final Cash Amount pursuant to this Section 2.13, make payment to ▇▇▇▇▇▇▇ Parent Borrower by wire transfer in immediately available funds of the amount payable by Fortive SpinCo in an amount equal to the Cash Adjustment. If payment is required to be made by ▇▇▇▇▇▇▇ Parent Borrower in accordance with Section 2.13(b)(vi)(B), ▇▇▇▇▇▇▇ shall, within five (5) Business Days after the determination of the Final Cash Amount pursuant to this Section 2.13, Parent shall cause Parent Borrower to make payment to Fortive SpinCo by wire transfer in immediately available funds of the amount payable by ▇▇▇▇▇▇▇ Parent Borrower in an amount equal to the Cash Adjustment.