Common use of Closing Adjustment Clause in Contracts

Closing Adjustment. Not less than three (3) Business Days prior to the anticipated Closing Date, Sellers shall provide Purchasers with a certificate signed by an officer of each of the Sellers attaching reasonable and good faith estimates (the “Closing Estimates”) of each of (i) the Closing Working Capital (the “Estimated Closing Working Capital”), (ii) the Closing Cash Amount (the “Estimated Closing Cash Amount”); (iii) the Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”); (iv) the Closing Date Transaction Fees (the “Estimated Closing Date Transaction Fees”); and (v) the Closing Adjustment (as defined below). Each of the Closing Estimates shall be determined in accordance with the Accounting Methodology. Purchasers shall be entitled to review, and propose reasonable changes to the Closing Estimates and Sellers shall provide Purchasers and their Representatives with reasonable access, at reasonable times following prior notice, to the officers, employees, agreements and books and records of the Transferred Entities to verify the accuracy of such amounts. The Sellers shall consider the Purchasers’ proposed changes in good faith. If the Parties are unable to reach agreement on any proposed changes, the Closing Estimates (and the components thereof) as proposed by the Sellers shall control solely for purposes of payments to be made at Closing and shall not limit or otherwise effect the Purchasers’ remedies under this Agreement or otherwise constitute an acknowledgment by Purchasers of the accuracy of the Closing Estimates. The “Closing Adjustment” shall equal (i) the Estimated Closing Working Capital, plus (ii) the Estimated Closing Cash Amount, less (iii) the Target Working Capital, less (iv) the Estimated Closing Date Indebtedness, and (v) less the Estimated Closing Date Transaction Fees.

Closing Adjustment. Not less At Closing, the Seller will provide a preliminary unaudited balance sheet as of the Closing Date, prepared in accordance with GAAP consistently applied (the “Preliminary Balance Sheet”). If the Closing Working Capital of the Company according to the Preliminary Balance Sheet differs from the Target Working Capital in the Preliminary Balance Sheet, then the Purchase Price will be adjusted (either upward or downward) according the amount of such deficit or excess. As promptly as reasonably practicable, but in no event later than three (3) Business Days prior to the anticipated Closing Date, Sellers shall provide Purchasers with a certificate signed by an officer of each months of the Sellers attaching reasonable and good faith estimates Closing, the Buyer or its auditors shall audit a final balance sheet as of the Closing Date (the “Closing EstimatesFinal Balance Sheet”) of each of ). To the extent the Working Capital in the Final Balance Sheet differs from the Working Capital determined in the Preliminary Balance Sheet, then there will be a final adjustment to the Purchase Price (either upward or downward). The Final Balance Sheet (i) the Closing Working Capital (the “Estimated Closing Working Capital”)shall have been prepared or restated in accordance with GAAP, consistently applied; and (ii) the Closing Cash Amount (the “Estimated Closing Cash Amount”); (iii) the Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”); (iv) the Closing Date Transaction Fees (the “Estimated Closing Date Transaction Fees”); shall have been derived from and (v) the Closing Adjustment (as defined below). Each of the Closing Estimates shall be determined is in accordance with the Accounting Methodology. Purchasers shall be entitled to review, and propose reasonable changes to the Closing Estimates and Sellers shall provide Purchasers and their Representatives with reasonable access, at reasonable times following prior notice, to the officers, employees, agreements and accurate books and records of the Transferred Entities to verify Company (iii) shall have presented fairly the accuracy financial condition of such amountsthe Company, as of the date indicated thereon (iv) shall have presented fairly the results of its operations for the periods indicated thereon, in each case in accordance with GAAP applied on a basis consistent with prior periods. The Sellers costs of the Final Balance Sheet shall consider be split between the Purchasers’ proposed changes Parties. The calculation of the Final Balance Sheet shall be final and binding on the Parties, unless, within twenty one (21) days after the delivery to Seller of a the Final Balance Sheet, the Seller shall deliver to the Buyer a written notice indicating in details any disagreements with the calculations therein (the “Dispute Notice”). After delivery of the Dispute Notice, Buyer and Seller shall promptly discuss in good faithfaith the Dispute Notice. If the Parties are unable to reach an agreement on any proposed changeswithin ten (10) days after delivery to Buyer of the Dispute Notice, the Closing Estimates (dispute shall be submitted to an independent accounting firm chosen by agreement of Seller and Buyer, or, if they are unable to agree, an independent accounting firm not affiliated with any of the components thereof) as proposed Parties, chosen by the Sellers shall control solely for purposes of payments to be made at Closing and shall not limit or otherwise effect the Purchasers’ remedies under this Agreement or otherwise constitute an acknowledgment by Purchasers President of the accuracy Institute of Certified Public Accountants in Israel (the “Designated Accounting Firm”). The fees and expenses of the Closing EstimatesDesignated Accounting Firm shall be equitably allocated by the Designated Accounting Firm. The “Closing Adjustment” Designated Accounting Firm shall equal be directed to issue a written reasoned final and binding decision within thirty (30) days following its appointment, as to the issues of disagreement referred to in the Dispute Notice and not resolved by the Parties. The Final Balance Sheet as so determined by agreement of the Parties or by the Designated Accounting Firm (if required), shall be final and binding on the Parties. Following (i) twenty one (21) day notice above without the Estimated Closing Working Capitalreceipt of a Dispute Notice, plus (ii) the Estimated Closing Cash Amount, less agreement by both parties or the (iii) determination by a Designated Accounting Firm of the Target Working CapitalFinal Balance Sheet, less the amount to be paid shall be settled between Seller and Buyer and paid within seven (iv7) the Estimated Closing Date Indebtednessdays, and (v) less the Estimated Closing Date Transaction Feesby wire transfer.

Closing Adjustment. Not less As soon as practicable before the Closing, but in no event later than 5:00 p.m. (Mountain Time) on the date that is three (3) Business Days prior to the anticipated Closing Date, Sellers the Company shall provide Purchasers with deliver to Parent a certificate signed by an officer of each of the Sellers attaching reasonable and good faith estimates (the “Closing Estimates”) of each of (i) the Closing Working Capital statement (the “Estimated Closing Statement”) setting forth: (i) the Company’s good faith estimate of the Working CapitalCapital of the Target Companies as of 12:01 a.m. Mountain Time on the Closing Date (such estimate, the “Estimated Closing Working Capital Amount”), prepared in accordance with GAAP and presented in a manner consistent with the pro forma example attached hereto as Schedule 2.05(b); (ii) the Company’s good faith calculation of the Closing Indebtedness (such estimate, the “Estimated Closing Indebtedness Amount”); (iii) the Company’s good faith calculation of the Closing Cash Amount (such estimate, the “Estimated Closing Cash Amount”); (iiiiv) the Closing Date Indebtedness Company’s good faith calculation of the unpaid Company Transaction Expenses (such estimate, the “Estimated Closing Date IndebtednessCompany Transaction Expenses Amount”); (ivv) the Closing Date Transaction Fees amount of the aggregate Change of Control Payments to be paid pursuant to Section 3.02(a)(iii); (vi) the “Estimated Closing Date Transaction Fees”)Allocation Schedule; and (vvii) bank wire instructions for, and the aggregate amount due to, each Person entitled to any payment at Closing Adjustment (as defined belowpursuant to Section 3.02(a), in each case, which will be accompanied by reasonably detailed supporting calculations and documentation. Each of the Closing Estimates All such estimates shall be determined in accordance with the Accounting Methodology. Purchasers subject to Parent’s approval, which shall not be entitled to reviewunreasonably withheld, conditioned or delayed and propose reasonable changes to the Closing Estimates and Sellers shall provide Purchasers and their Representatives with reasonable access, at reasonable times following prior notice, to the officers, employees, agreements and books and records of the Transferred Entities to verify the accuracy of such amounts. The Sellers shall consider the Purchasers’ proposed changes in good faith. If the Parties are unable to reach agreement on any proposed changes, the Closing Estimates (and the components thereof) as proposed by the Sellers shall control solely for purposes of payments to be made at Closing calculating the Estimated Adjusted Merger Consideration and the Estimated Net Adjusted Merger Consideration and shall not limit or otherwise effect the Purchasers’ affect Parent’s remedies under this Agreement or otherwise otherwise, or constitute an acknowledgment acknowledgement by Purchasers Parent of the accuracy of the Closing Estimates. The “Closing Adjustment” shall equal (i) the Estimated Closing Working Capital, plus (ii) the Estimated Closing Cash Amount, less (iii) the Target Working Capital, less (iv) the Estimated Closing Date Indebtedness, and (v) less the Estimated Closing Date Transaction Feesamounts reflected therein.

Closing Adjustment. Not less later than three four (34) Business Days prior to the anticipated Closing Date, Sellers the Company shall provide Purchasers with deliver to the Parent a certificate signed by an officer of each of the Sellers attaching reasonable and good faith estimates (the “Closing Estimates”) of each of (i) the Closing Working Capital statement (the “Estimated Closing Working CapitalAdjustment Statement”), (ii) setting forth the Closing Cash Amount (the “Estimated Closing Cash Amount”); (iii) Adjustment, including an estimated consolidated balance sheet of the Closing Date Indebtedness (Company and its Subsidiaries as of immediately prior to the “Effective Time, together with relevant backup materials, in detail reasonably acceptable to Parent. The Estimated Closing Date Indebtedness”); (iv) the Closing Date Transaction Fees (the “Estimated Closing Date Transaction Fees”); Adjustment Statement and (v) the Closing Adjustment (as defined below). Each of the Closing Estimates such consolidated balance sheet shall be determined prepared in accordance with GAAP applied on a basis consistent with the Accounting Methodologyapplication thereof to the most recent audited financial statements included in the Company Financial Statements (to the extent consistent with GAAP). Purchasers From the delivery of the Estimated Closing Adjustment Statement until such time as the calculation of the Estimated Closing Adjustment has been finally determined pursuant to this Section 2.6, Parent and its accountants shall, upon reasonable notice and during normal business hours, be permitted to discuss with the Company and its accountants the Estimated Closing Adjustment Statement and shall be entitled to reviewprovided complete and accurate copies of, and propose reasonable changes to the Closing Estimates and Sellers shall provide Purchasers and their Representatives with have reasonable access, upon reasonable notice at reasonable times following prior noticeduring normal business hours, to the officers, employees, agreements work papers and books and supporting records of the Transferred Entities Company and its accountants so as to allow Parent and its accountants to verify the accuracy of such amountsthe Estimated Closing Adjustment Statement. The Sellers shall consider If Parent objects to the Purchasers’ proposed changes Estimated Closing Adjustment Statement, the Company and Parent will work together in good faithfaith to resolve the issues in dispute. If all disputed issues are resolved, the Parties amounts as agreed upon by Parent and the Company shall be used to determine the Estimated Closing Adjustment. If Parent and the Company are unable to reach agreement on any proposed changesresolve all such disputed issues within four (4) Business Days following Xxxxxx’s receipt of the Estimated Closing Adjustment Statement, the Estimated Closing Estimates (and the components thereof) Adjustment shall be as proposed determined by the Sellers Company. For clarity, in the event of any inaccuracy or error with respect to the Estimated Closing Adjustment, Parent shall control solely be entitled to make a claim for purposes indemnification pursuant to, and in accordance with, Article VII, including Section 7.1(d). Notwithstanding anything to the contrary in this Agreement, to the extent any Closing Indebtedness is (or at the Closing will be) taken into account in the calculation of payments to the Aggregate Consideration, any such Closing Indebtedness shall be made at Closing disregarded and shall not limit or otherwise effect taken into account in determining whether the Purchasers’ remedies Company has complied with its obligations under this Agreement or otherwise constitute an acknowledgment by Purchasers of the accuracy of the Closing Estimates. The “Closing Adjustment” shall equal (i) representations and warranties made by the Estimated Closing Working Capital, plus (ii) the Estimated Closing Cash Amount, less (iii) the Target Working Capital, less (iv) the Estimated Closing Date IndebtednessCompany under this Agreement, and (v) less neither the Estimated Company nor any Company Equityholder shall have any liability or obligation relating to this Agreement with respect to any such Closing Date Transaction FeesIndebtedness.

Closing Adjustment. Not less than At least three (3) Business Days prior before the Closing, MD Holdings shall cause the Company to the anticipated Closing Date, Sellers shall provide Purchasers with prepare and deliver to XXXX a certificate signed by an officer of each of the Sellers attaching reasonable and statement setting forth its good faith estimates (the “Closing Estimates”) estimate of each of (i) the Closing Working Capital (the “Estimated Closing Working Capital”), (ii) the Closing Cash Amount (the “Estimated Closing Cash Amount”); (iii) the Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”); , and Closing Cash on Hand (iv) “Estimated Closing Cash on Hand”), which statement shall contain an estimated balance sheet of the Company as of the Closing Date Transaction Fees (without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital, Estimated Closing Indebtedness and Estimated Closing Cash on Hand (the “Estimated Closing Date Transaction FeesStatement”); , a calculation based on the Estimated Closing Statement of Company Preferred Stock Value, Company Preferred Stock Value (MD Portion), Company Equity Value, Company Equity Value (MD Portion) and (v) Total Holder Value for each MD Holdings Member as of immediately prior to the Closing Adjustment (as defined below). Each Effective Time and a certificate of the Chief Financial Officer of MD Holdings, acknowledged and agreed to in writing by the Seller Representative, that the Estimated Closing Estimates shall be determined Statement was prepared in accordance with GAAP applied using the Accounting Methodology. Purchasers shall be entitled to reviewsame accounting methods, practices, principles, policies and propose reasonable changes to procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the Closing Estimates and Sellers shall provide Purchasers and their Representatives with reasonable access, at reasonable times following prior notice, to the officers, employees, agreements and books and records preparation of the Transferred Entities to verify Company Financial Statements for the accuracy most recent fiscal year end as if such Estimated Closing Statement was being prepared and audited as of such amounts. The Sellers shall consider the Purchasers’ proposed changes in good faith. If the Parties are unable to reach agreement on any proposed changes, the Closing Estimates (and the components thereof) as proposed by the Sellers shall control solely for purposes of payments to be made at Closing and shall not limit or otherwise effect the Purchasers’ remedies under this Agreement or otherwise constitute an acknowledgment by Purchasers of the accuracy of the Closing Estimatesa fiscal year end. The “Closing AdjustmentAdjustment Amount” shall be an amount equal to (i) the Estimated Closing Working Capital minus Target Working Capital, plus (ii) the if positive, Estimated Closing Cash Amount, less on Hand minus Target Cash minus (iii) if negative, the absolute value of Estimated Closing Cash on Hand minus Target Working CapitalCash, less minus (iv) the Estimated Closing Date Indebtedness, . XXXX may object to MD Holdings’ Estimated Closing Statement and (v) less the Estimated Closing Date Transaction FeesWorking Capital, Estimated Closing Indebtedness and/or Estimated Closing Cash on Hand set forth therein, in which case MD Holdings and XXXX shall negotiate in good faith to agree on the Estimated Closing Working Capital, Estimated Closing Indebtedness and Estimated Closing Cash on Hand for purposes of determining the Closing Adjustment Amount. In the event that XXXX and MD Holdings are unable to resolve any such disputes through negotiation, the Estimated Closing Statement as prepared by the Company on behalf of MD Holdings shall be accepted for purposes of Closing, subject to Section 3.7(b).

Closing Adjustment. Not less As soon as practicable before the Closing, but in no event later than 5:00 p.m. (Mountain Time) on the date that is three (3) Business Days prior to the anticipated Closing Date, Sellers the Member Representatives shall provide Purchasers with a certificate signed by an officer of each of the Sellers attaching reasonable and good faith estimates (the “Closing Estimates”) of each of deliver to Parent: (i) an estimated balance sheet of the Company as of 12:01 a.m. Mountain Time on the Closing Working Capital Date; and (ii) a statement (the “Estimated Closing Working CapitalStatement”), in the format attached hereto as Exhibit B, of the Merger Consideration adjusted for (iiA) the Member Representatives’ good faith estimate of the Closing Cash Working Capital Amount (such estimate, the “Estimated Closing Cash Working Capital Amount”), presented in a manner consistent with the pro forma example attached hereto as Schedule 2.05(b) and prepared in accordance with GAAP; (B) the Estimated Closing Working Capital Adjustment Amount, (C) the Member Representatives’ good faith calculation of the Closing Indebtedness Amount (such estimate, the “Estimated Closing Indebtedness Amount”); (iiiD) the Member Representatives’ good faith calculation of the Closing Date Indebtedness Non-Reimbursable Transaction Expenses Amount (such estimate, the “Estimated Closing Date IndebtednessNon-Reimbursable Transaction Expenses Amount”); , (ivE) the Closing Date Transaction Fees (the “Estimated Closing Date Transaction Fees”); and (v) the Closing Adjustment (as defined below). Each Member Representatives’ good faith calculation of the Closing Estimates shall be determined Merger Consideration payable to each Member in accordance with the Accounting Methodology. Purchasers shall be terms hereof; (F) the Allocation Schedule; and (G) bank wire instructions for, and the aggregate amount due to, each Person entitled to review, and propose reasonable changes to any payment at the Closing Estimates pursuant to Section 3.02, in each case, which will be accompanied by reasonably detailed supporting calculations and Sellers shall provide Purchasers and their Representatives with reasonable access, at reasonable times following prior notice, to the officers, employees, agreements and books and records of the Transferred Entities to verify the accuracy of such amounts. The Sellers shall consider the Purchasers’ proposed changes in good faith. If the Parties are unable to reach agreement on any proposed changes, the Closing Estimates (and the components thereof) as proposed by the Sellers shall control solely for purposes of payments to be made at Closing and shall not limit or otherwise effect the Purchasers’ remedies under this Agreement or otherwise constitute an acknowledgment by Purchasers of the accuracy of the Closing Estimates. The “Closing Adjustment” shall equal (i) the Estimated Closing Working Capital, plus (ii) the Estimated Closing Cash Amount, less (iii) the Target Working Capital, less (iv) the Estimated Closing Date Indebtedness, and (v) less the Estimated Closing Date Transaction Feesdocumentation.

Closing Adjustment. Not less than three (3) Business Days prior to the anticipated Closing Date, Sellers the Seller Members shall provide Purchasers with cause the Company to prepare and deliver to Buyer a certificate signed by an officer of each of the Sellers attaching reasonable and good faith estimates (the “Closing Estimates”) of each calculation of (i) the estimated Closing Working Capital as of 12:01 AM Pacific Time on the Closing Date (the “Estimated Closing Working Capital”)) in accordance with the calculation of Current Assets and Current Liabilities as set forth on Schedule C, (ii) the estimated amount of Cash as of 12:01 AM Pacific Time on the Closing Cash Amount Date (the “Estimated Closing Cash Amount”); , (iii) the estimated amount of Indebtedness as of 12:01 AM Pacific Time on the Closing Date Indebtedness (the aggregate amount of such Indebtedness, the “Estimated Closing Date IndebtednessIndebtedness Amount”); , identifying each Person to whom such Indebtedness is owed, the account designated by such Person to receive payment, and the amount necessary to satisfy in full the Seller Members’ and Company’s obligation for such Indebtedness to such Person, and (iv) all unpaid Transaction Expenses (the Closing Date aggregate amount of such Transaction Fees (Expenses, the “Estimated Closing Date Transaction FeesExpenses Amount”), identifying each Person that provided services that generated Transaction Expenses, the account designated by such Person to receive payment, and the amount necessary to satisfy in full the Seller Members’ and Company’s obligation for such Transaction Expenses to such Person; each such estimate to be prepared in good faith (each, an “Estimated Statement” and together, the “Estimated Statements”). Buyer may discuss with the Seller Members any aspect of the Estimated Statements before the Closing, and the Seller Members shall adjust the Estimated Statements to reflect any mutually agreed upon changes prior to the Closing. The final Estimated Statements (vtaking into account any adjustments pursuant to the foregoing sentence) will be delivered to Buyer at the Closing Adjustment (as defined below). Each of by the Closing Estimates shall be determined in accordance with the Accounting Methodology. Purchasers shall be entitled to review, and propose reasonable changes to the Closing Estimates and Sellers shall provide Purchasers and their Representatives with reasonable access, at reasonable times following prior notice, to the officers, employees, agreements and books and records of the Transferred Entities to verify the accuracy of such amounts. The Sellers shall consider the PurchasersSellers’ proposed changes in good faithRepresentative. If the Parties are unable to reach agreement on any proposed changes, the Closing Estimates (and the components thereof) as proposed by the Sellers shall control solely for purposes of payments to be made at Closing and shall not limit or otherwise effect the Purchasers’ remedies under this Agreement or otherwise constitute an acknowledgment by Purchasers of the accuracy of the Closing Estimates. The “Closing Adjustment” shall equal (i) the Estimated Closing Working Capital, plus (ii) the Estimated Closing Cash Amount, Capital is less (iii) than the Target Working Capital, less then the Closing Payment Amount shall be reduced on a dollar-for-dollar basis by the amount of the deficiency (iv) such deficiency is referred to as the “Estimated Negative Working Capital Adjustment Amount”). If the Estimated Closing Date IndebtednessWorking Capital is greater than the Target Working Capital, and then the Closing Payment Amount shall be increased on a dollar-for-dollar basis by the amount of the excess (v) less such excess is referred to as the “Estimated Closing Date Transaction FeesPositive Working Capital Adjustment Amount”).

Closing Adjustment. (A) At least five (5) Business Days before the Closing, the Company shall prepare and deliver to the Buyer a statement setting forth the Company’s good faith estimates of (i) the Closing Net Working Capital (the “Estimated Closing Net Working Capital”) and (ii) the Closing Net Indebtedness (the “Estimated Closing Net Indebtedness” and, together with the Estimated Closing Net Working Capital, the “Estimated Amounts”), which statement shall contain an estimated balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Net Working Capital (the “Estimated Closing Net Working Capital Statement”) and a calculation of Estimated Closing Net Indebtedness (the “Estimated Closing Net Indebtedness Statement”), and a certificate of the Chief Financial Officer of Company that the Estimated Closing Net Working Capital Statement and the Estimated Closing Net Indebtedness Statement were prepared in accordance with the definitions thereof. Not less than three two (32) Business Days prior to the anticipated Closing Date, Sellers the Buyer shall provide Purchasers with a certificate signed by an officer of each notify the Company in the event that it disputes any aspect of the Sellers attaching reasonable and good faith estimates (Estimated Amounts or the “Closing Estimates”) of each of (i) the Closing Working Capital (the “Estimated Closing Working Capital”), (ii) the Closing Cash Amount (the “Estimated Closing Cash Amount”); (iii) the Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”); (iv) the Closing Date Transaction Fees (the “Estimated Closing Date Transaction Fees”); and (v) the Closing Adjustment (as defined below)calculations thereof. Each of the Closing Estimates shall be determined in accordance with the Accounting Methodology. Purchasers shall be entitled to review, and propose reasonable changes Prior to the Closing Estimates Date, the Buyer and Sellers the Company shall provide Purchasers and their Representatives with reasonable access, at reasonable times negotiate in good faith to resolve any such dispute (or any aspect thereof). The amount so agreed following prior notice, to such negotiations (or as otherwise so agreed) shall be the officers, employees, agreements and books and records Estimated Amounts for purposes of the Transferred Entities to verify the accuracy of such amounts. The Sellers shall consider the Purchasers’ proposed changes in good faithClosing. If the Parties Buyer and the Company are unable to reach agreement on any proposed changesresolve such dispute, the Closing Estimates (and the components thereof) as proposed by the Sellers shall control solely for purposes of payments to be made at Closing and shall not limit or otherwise effect the Purchasers’ remedies under this Agreement or otherwise constitute an acknowledgment by Purchasers of the accuracy of the Closing Estimates. The “Closing Adjustment” shall equal (i) Estimated Amounts set forth in the Estimated Closing Net Working Capital, plus (ii) Capital Statement and the Estimated Closing Cash Amount, less (iii) the Target Working Capital, less (iv) Net Indebtedness Statement shall be the Estimated Closing Date Indebtedness, and (v) less Amounts for the Estimated Closing Date Transaction Feespurposes of the Closing.

Closing Adjustment. Not less than three (3) Business Days prior to On or before the anticipated Closing Date, Sellers shall provide Purchasers with a certificate signed by an officer of each of the Sellers attaching reasonable and good faith estimates (the “Closing Estimates”) of each of (i) the Closing Working Capital (the “Estimated Closing Working Capital”), (ii) the Closing Cash Amount (the “Estimated Closing Cash Amount”); (iii) date that is 125 calendar days following the Closing Date Indebtedness (or the next Business Day if such date is not a Business Day), Nabors will prepare and deliver to Oxy a statement (the “Estimated Closing Date Indebtedness”); (iv"Statement of Consolidated Working Capital") showing the actual amount of the Consolidated Working Capital on the Closing Date Transaction Fees (and the “Estimated Closing Date Transaction Fees”); and (v) the Closing Adjustment (as defined belowprorations under Section 1(i). Each Nabors shall make available to Oxy all information which shall be in the possession of Nabors and which may be reasonably required by Oxy for Oxy to verify whether such statement is correct. Within 30 calendar days following delivery of the Closing Estimates Statement of Consolidated Working Capital, Oxy shall notify Nabors whether it agrees with the Statement of Consolidated Working Capital; provided, however, that, in the event that Oxy shall fail to so notify Nabors within such 30-day period, Oxy shall be determined in accordance deemed to have agreed with the Accounting MethodologyStatement of Consolidated Working Capital. Purchasers In the event that Oxy disagrees with the Statement of Consolidated Working Capital, Oxy shall be entitled to reviewprovide Nabors with a written notice specifying the basis for Oxy's disagreement, and propose reasonable changes to the Closing Estimates Oxy and Sellers Nabors shall provide Purchasers and their Representatives with reasonable access, at reasonable times following prior notice, to the officers, employees, agreements and books and records of the Transferred Entities to verify the accuracy of such amounts. The Sellers shall consider the Purchasers’ proposed changes work in good faith. If the Parties are unable faith to reach agreement on any proposed changesthe amount of the Consolidated Working Capital on the Closing Date and such prorations, but, in the event that they shall not agree within 30 calendar days following the date of such written notice, either Oxy or Nabors may cause the matter to be referred to one of the "Big Six" independent public accounting firms as Oxy and Nabors may mutually agree. The fees and disbursements of such accountants shall be borne equally by Nabors and Oxy. Such accountants shall examine the records of Oxy, the Closing Estimates (Companies and Nabors, and, within 30 calendar days following the components thereof) as proposed by date upon which such matter shall be referred to such accountants, such accountants shall determine both the Sellers shall control solely for purposes of payments to be made at Closing and shall not limit or otherwise effect the Purchasers’ remedies under this Agreement or otherwise constitute an acknowledgment by Purchasers amount of the accuracy Consolidated Working Capital as of the Closing EstimatesDate and such prorations. The “Closing Adjustment” shall equal Any such determination (i) shall be final and binding on the Estimated Closing Working CapitalParties, plus and (ii) may be enforced by appropriate judicial or other proceedings. The Cash Portion of the Purchase Price shall reflect any such determination by such accountants. In the event that the Cash Portion of the Purchase Price (whether by agreement of the Parties or after giving effect to any such determination by such accountants) exceeds the Estimated Cash Portion of the Purchase Price paid at the Closing, Nabors shall pay to Oxy the amount of such excess plus interest thereon from the Closing Date until paid at a rate per annum equal to the Reference Rate. In the event that the Cash Amount, Portion of the Purchase Price (whether by agreement of the Parties or after giving effect to any such determination by such accountants) is less (iii) the Target Working Capital, less (iv) than the Estimated Cash Portion of the Purchase Price paid at the Closing, Oxy shall pay to Nabors the amount of such shortfall plus interest thereon from the Closing Date Indebtednessuntil paid at a rate per annum equal to the Reference Rate. Such payment shall be made, and (v) less in either case, within 15 calendar days following the Estimated Closing Date Transaction Feesagreement of the Parties or the final determination of the Cash Portion of the Purchase Price by such accountants. All of such interest shall be computed on the basis of the nactual number of days elapsed in a year of 365 or 366 days, as the case may be.

Closing Adjustment. Not At the Closing, the Purchase Price shall be adjusted in the following manner: (A) either (1) an increase by the amount, if any, by which the Estimated Net Working Capital (as determined in accordance with this Section 2.7) is greater than the Target Net Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Net Working Capital is less than three the Target Net Working Capital (3in either case, the “Estimated Adjustment Amount”); (B) a decrease by the outstanding Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland as of the close of business on the Closing Date; and (C) a decrease by the amount of unpaid Transaction Costs as of the close of business on the Closing Date. The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment.” At least one (1) Business Days Day prior to the anticipated Closing Date, Sellers shall provide Purchasers with a certificate signed by an officer of each of the Sellers attaching reasonable and Mission Maryland shall prepare in good faith estimates and deliver to the Buyers a report (the “Closing EstimatesReport”) setting forth (1) an estimated consolidated balance sheet of each the Sellers and the LicenseCos and Mission Maryland as of (i) the Closing Date (without giving effect to the consummation of the transactions contemplated hereby), including the Sellers’ and Mission Maryland’s good faith estimate of the Net Working Capital (the “Estimated Closing Net Working Capital”), (ii2) the Closing Cash Amount Sellers’ and Mission Maryland’s good faith estimate of the Debt of the Sellers and the LicenseCos (not including the “Estimated Closing Cash Amount”); Intraparty Obligations) and Mission Maryland, and Transaction Costs and each of the components thereof, and (iii3) based upon the foregoing, a calculation of the Closing Date Indebtedness Payment based thereon (the “Estimated Closing Date IndebtednessPayment”); (iv) , including the Closing Date Transaction Fees (Sellers’ good faith estimate of the “portion of the Estimated Closing Date Transaction Fees”); and (v) the Closing Adjustment (as defined below). Each of the Closing Estimates shall be determined Payment payable to each Seller in accordance with the Accounting MethodologyAllocation Schedule. Purchasers The preparation of the Closing Report and the calculation of the components thereof shall be entitled to reviewprepared in accordance with the policies and procedures used in calculating the sample calculation of Net Working Capital as set forth on Schedule 2.7(a), and propose reasonable changes to shall (i) be signed by the Sellers and shall certify that the components of the Closing Estimates Report and Sellers shall provide Purchasers and their Representatives with reasonable access, at reasonable times following prior notice, to the officers, employees, agreements and calculations therein were prepared in good faith based on the books and records of the Transferred Entities to verify the accuracy of such amounts. The Sellers shall consider the Purchasers’ proposed changes in good faith. If the Parties are unable to reach agreement on any proposed changes, the Closing Estimates (and the components thereofLicenseCos and Mission Maryland, and (ii) as proposed by include reasonably detailed supporting documents for the Sellers shall control solely for purposes of payments to be made at Closing and shall not limit or otherwise effect the Purchasers’ remedies under this Agreement or otherwise constitute an acknowledgment by Purchasers calculation of the accuracy components of the Closing Estimates. The “Closing Adjustment” shall equal (i) the Estimated Closing Working Capital, plus (ii) the Estimated Closing Cash Amount, less (iii) the Target Working Capital, less (iv) the Estimated Closing Date Indebtedness, and (v) less the Estimated Closing Date Transaction FeesReport.

Closing Adjustment. Not less than three (3a) Business Days Part (a) of the definition of “Closing Net Working Capital” is hereby amended and restated in its entirety as follows: “means (a) the sum of all Accounts Receivable, Intercompany Receivables (excluding Non-Trade Intercompany Receivables), Inventory, Additional Gort Inventory, VAT recoverable of the Acquired Companies, and prepaid expenses of the Acquired Companies and to the extent incorporated in the Purchased Assets (provided, however, that Closing Net Working Capital shall exclude any deferred tax assets, deferred tax liabilities, and any VAT recoverable that is attributable to VAT for which Purchaser is required to indemnify or pay Sellers under Section 9.1(f), Section 9.8(a) or Section 9.8(c) of this Agreement), minus (b) the sum of all Accounts Payable, Intercompany Payables (excluding Non-Trade Intercompany Payables), other current accrued liabilities of the Acquired Companies and of the Asset Selling Affiliates with respect to the Transferred Employees (including all Liabilities in respect of accrued PTO (paid time off) or vacation or holiday pay for Transferred Employees to the extent not paid by the Seller or its applicable Affiliate to such employee prior to the anticipated Closing), and deferred revenue. All elements of Closing Date, Sellers Net Working Capital shall provide Purchasers with a certificate signed by an officer of each be calculated as of the Sellers attaching reasonable opening of business on the Effective Date in the applicable jurisdiction and good faith estimates (reflect the “Closing Estimates”) exclusion of each of (i) the Excluded Assets, Excluded Liabilities, Retained Assets and Retained Liabilities. Notwithstanding Section 11.10, to determine the Closing Working Capital (the “Estimated Closing Working Capital”), (ii) the Closing Cash Amount (the “Estimated Closing Cash Amount”); (iii) the Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”); (iv) the Closing Date Transaction Fees (the “Estimated Closing Date Transaction Fees”); and (v) the Closing Adjustment (as defined below). Each of the Closing Estimates shall be determined in accordance with the Accounting Methodology. Purchasers shall be entitled to review, and propose reasonable changes to the Closing Estimates and Sellers shall provide Purchasers and their Representatives with reasonable access, at reasonable times following prior notice, to the officers, employees, agreements and books and records of the Transferred Entities to verify the accuracy of such amounts. The Sellers shall consider the Purchasers’ proposed changes in good faith. If the Parties are unable to reach agreement on any proposed changes, the Closing Estimates (and the components thereof) as proposed by the Sellers shall control solely for purposes of payments to be made at Closing and shall not limit or otherwise effect the Purchasers’ remedies under this Agreement or otherwise constitute an acknowledgment by Purchasers of the accuracy of the Closing Estimates. The “Closing Adjustment” shall equal (i) the Estimated Closing Net Working Capital, plus (ii) all line items expressed in any currency other than U.S. dollars will be converted into U.S. dollars using the Estimated closing rate quoted by Bloomberg as of 5 p.m. Eastern time on the last Business Day prior to Effective Date. Notwithstanding the preceding, for the avoidance of doubt, the Final Closing Cash AmountNet Working Capital shall be calculated on a basis consistent with the Reference Calculation.” and a new definition is hereby added to Section 1.1 of the Agreement, less (iii) the Target Working Capital, less (iv) the Estimated Closing Date Indebtedness, and (v) less the Estimated Closing Date Transaction Fees.as follows:

Closing Adjustment. Not (i) At the Closing, the Purchase Price shall be adjusted in the following manner (in each case as determined in accordance with Section 2.04(a)(ii) below): (A) either (1) an increase by the amount, if any, by which the Estimated Closing Working Capital is greater than the Target Net Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Closing Working Capital is less than three the Target Net Working Capital; (3B) either (1) an increase by the amount, if any, by which the Estimated Closing PP&E Amount is greater than the Target PP&E Amount, or (2) a decrease by the amount, if any, by which the Estimated Closing PP&E Amount is less than the Target PP&E Amount; (C) an increase by the outstanding amount of Estimated Closing Cash of the Heartland Companies as of the Calculation Time; (D) a decrease by the outstanding Estimated Closing Indebtedness of the Heartland Companies as of the Calculation Time; and (E) a decrease by the amount of unpaid Estimated Closing Transaction Expenses of the Heartland Companies as of the Calculation Time. The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment”. (ii) One (1) Business Days Day prior to the anticipated Closing DateClosing, Sellers Seller Representative shall provide Purchasers prepare and deliver to Buyer a statement with a certificate signed by an officer of each of the Sellers attaching reasonable and its good faith estimates (the “Closing Estimates”) of each estimate of (i) the Closing Working Capital (the “Estimated Closing Working Capital”), (ii) the Closing Cash PP&E Amount (the “Estimated Closing Cash PP&E Amount”); , (iii) the Closing Date Indebtedness Cash (the “Estimated Closing Date IndebtednessCash”); , (iv) Closing Indebtedness (including an itemized list of each such item of Closing Indebtedness and the person to whom such item of Closing Date Transaction Fees Indebtedness is owed) (the “Estimated Closing Date Transaction FeesIndebtedness”); ) and (v) Closing Transaction Expenses (including an itemized list of each such unpaid Transaction Expense and the person to whom such expense is owed) (“Estimated Closing Adjustment (Transaction Expenses”), which statement shall contain an estimated balance sheet of the Heartland Companies as defined below). Each of the Closing Estimates shall be determined in accordance with the Accounting Methodology. Purchasers shall be entitled to review, and propose reasonable changes Date (without giving effect to the Closing Estimates and Sellers shall provide Purchasers and their Representatives with reasonable access, at reasonable times following prior notice, to the officers, employees, agreements and books and records of the Transferred Entities to verify the accuracy of such amounts. The Sellers shall consider the Purchasers’ proposed changes in good faith. If the Parties are unable to reach agreement on any proposed changes, the Closing Estimates (and the components thereof) as proposed by the Sellers shall control solely for purposes of payments to be made at Closing and shall not limit or otherwise effect the Purchasers’ remedies under this Agreement or otherwise constitute an acknowledgment by Purchasers of the accuracy of the Closing Estimates. The “Closing Adjustment” shall equal (i) the Estimated Closing Working Capital, plus (ii) the Estimated Closing Cash Amount, less (iii) the Target Working Capital, less (iv) the Estimated Closing Date Indebtedness, and (v) less the Estimated Closing Date Transaction Fees.transactions

Closing Adjustment. Not less No later than three five (35) Business Days prior to the anticipated Closing Date, Sellers the Company shall provide Purchasers with deliver to Parent a certificate signed by an officer of each statement, prepared in good faith, of the Sellers attaching reasonable estimated amount of Assumed Liabilities (as defined below) of the Company and good faith estimates its subsidiaries on a consolidated basis, as of the Closing Date (the “Closing EstimatesStatement of Assumed Liabilities”), which statement shall be in form and substance reasonably satisfactory to Parent. On the Closing Date, the Aggregate Consideration Amount to be received by all Stockholders pursuant to Section 1.6(b) shall be adjusted by the difference of each $1,500,000 minus the estimated amount of Assumed Liabilities (as defined below) as set forth in the Closing Statement of Assumed Liabilities (the “Closing Assumed Liability Differential”). For avoidance of doubt, if the Closing Assumed Liability Differential is a negative number, the Aggregate Consideration Amount will be decreased, and if the Closing Assumed Liability Differential is a positive number, the Aggregate Consideration Amount will be increased. As used in this Section 1.6, “Assumed Liabilities” shall mean the total liabilities of the Company as of the Closing Date, determined in accordance with GAAP, for the following types of liability (i) accounts payable as of the Closing Working Capital Date (excluding payables for items that have been or will be delivered against a customer purchase order or other specific customer project that relates to the “Estimated VoD Business and that are listed on the Closing Working Capital”Statement of Assumed Liabilities as accepted by Parent), (ii) the Closing Cash Amount (the “Estimated Closing Cash Amount”); accrued expenses, (iii) payroll and benefits of Persons who will be employees of the Closing Date Indebtedness (Company as of the “Estimated Closing Date Indebtedness”); Closing, (iv) $120,000 in accounting and other professional fees payable by the Company to resolve certain pre-Closing Date Transaction Fees (the “Estimated Closing Date Transaction Fees”); and (v) the Closing Adjustment (as defined below). Each of the Closing Estimates shall be determined Tax issues identified in accordance with the Accounting Methodology. Purchasers shall be entitled to reviewSchedule 5.29, and propose reasonable changes to the Closing Estimates and Sellers shall provide Purchasers and their Representatives with reasonable access, at reasonable times following prior notice, to the officers, employees, agreements and books and records of the Transferred Entities to verify the accuracy of such amounts. The Sellers shall consider the Purchasers’ proposed changes in good faith. If the Parties are unable to reach agreement on any proposed changes, the Closing Estimates (and the components thereof) as proposed by the Sellers shall control solely for purposes of payments to be made at Closing and shall not limit or otherwise effect the Purchasers’ remedies under this Agreement or otherwise constitute an acknowledgment by Purchasers of the accuracy of the Closing Estimates. The “Closing Adjustment” shall equal (i) the Estimated Closing Working Capital, plus (ii) the Estimated Closing Cash Amount, less (iii) the Target Working Capital, less (iv) other payables identified and agreed by the Estimated Closing Date Indebtedness, and (v) less the Estimated Closing Date Transaction Feesparties.

Closing Adjustment. (i) Not less than three (3) Business Days prior to the anticipated Closing Date, Sellers the Seller Members shall provide Purchasers with have caused the Company to prepare and deliver to Buyer a certificate signed by an officer of each of the Sellers attaching reasonable and good faith estimates (the “Closing Estimates”) of each calculation of (iA) the estimated Closing Working Capital as of 12:01 AM Eastern Time on the Closing Date (the “Estimated Closing Working Capital”), (ii) the Closing Cash Amount (the “Estimated Closing Cash Amount”); (iii) the Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”); (iv) the Closing Date Transaction Fees (the “Estimated Closing Date Transaction Fees”); and (v) the Closing Adjustment (as defined below). Each of the Closing Estimates shall be determined in accordance with the Accounting Methodology. Purchasers shall be entitled Principles, (B) the estimated amount of Indebtedness as of 12:01 AM Eastern Time on the Closing Date, identifying each Person to reviewwhom such Indebtedness is owed, the account designated by such Person to receive payment, and propose reasonable changes the amount necessary to satisfy in full the Closing Estimates Seller Members’ and Sellers shall provide Purchasers Company’s obligation for such Indebtedness to such Person (the aggregate amount of such Indebtedness, the “Estimated Indebtedness Amount”), and their Representatives with reasonable access(C) the estimated amount of all unpaid Transaction Expenses, at reasonable times following prior noticeidentifying each Person that provided services that generated Transaction Expenses, the account designated by such Person to receive payment, and the officersamount necessary to satisfy in full the Seller Members’ and Company’s obligation for such Transaction Expenses to such Person (the aggregate amount of such Transaction Expenses, employeesthe “Estimated Transaction Expenses Amount”); each such estimate to be prepared in good faith (each, agreements an “Estimated Statement” and books and records together, the “Estimated Statements”). To assist Buyer in its review of the Transferred Entities to verify the accuracy of such amounts. The Sellers shall consider the Purchasers’ proposed changes in good faith. If the Parties are unable to reach agreement on any proposed changesEstimated Statements, the Closing Estimates (Seller Members and Company shall make available to Buyer and its Representatives such information and detail used in connection therewith that is reasonably requested by Buyer. Buyer shall notify the Sellers’ Representative of any dispute it has with any Estimated Statement, and the components thereof) as proposed Buyer and the Sellers’ Representative shall exercise good faith efforts to agree on the Estimated Statements in advance of the Closing; provided, however, the acceptance by the Sellers shall control solely for purposes Buyer of payments to be made at Closing and any Estimated Statement shall not limit or otherwise effect the Purchasers’ affect Buyer’s remedies under this Agreement Agreement, including its right to include such changes or otherwise other changes in its calculation of the Final Closing Working Capital, Final Indebtedness Amounts, or Final Transaction Expenses Amount, or constitute an acknowledgment acknowledgement by Purchasers Buyer of the accuracy of any of the Closing EstimatesEstimated Statements. The “Closing Adjustment” shall equal (i) If the Estimated Closing Working Capital, plus (ii) the Estimated Closing Cash Amount, Capital is less (iii) than the Target Working Capital, less then the Closing Cash Payment shall be reduced on a dollar-for-dollar basis by the amount of the deficiency (iv) such deficiency is referred to as the “Estimated Negative Working Capital Adjustment Amount”). If the Estimated Closing Date IndebtednessWorking Capital is greater than the Target Working Capital, then the Closing Cash Payment shall be increased on a dollar-for-dollar basis by the amount of the excess (such increase is referred to as the “Estimated Positive Working Capital Adjustment Amount”). The Estimated Negative Working Capital Adjustment Amount and (v) less the Estimated Closing Date Transaction FeesPositive Working Capital Adjustment Amount, as applicable, shall be allocated among the Seller Members in accordance with their respective Equity Percentages.

Closing Adjustment. Not less No later than three (3) Business Days prior before the Closing, the Companies shall prepare, and the Sellers’ Representative shall deliver to the anticipated Closing DateBuyer, Sellers shall provide Purchasers with (a) a certificate signed by an officer of each of the Sellers attaching reasonable and good faith estimates statement (the “Closing EstimatesEstimated Statement”) setting forth their good faith estimate of each of (i) the Closing CPS Working Capital (the “Estimated Closing CPS Working Capital”), (ii) the Closing Cash Amount MPI Working Capital (the “Estimated Closing Cash AmountMPI Working Capital”); , the CPS Cash (iii) the Closing Date “Estimated CPS Cash”), the MPI Cash (the “Estimated MPI Cash”), the CPS Indebtedness (the “Estimated Closing Date CPS Indebtedness”); (iv) the Closing Date Transaction Fees , MPI Indebtedness (the “Estimated Closing Date Transaction FeesMPI Indebtedness”); , the CPS Transaction Expenses (the “Estimated CPS Transaction Expenses”), the MPI Transaction Expenses (the “Estimated MPI Transaction Expenses”), the CPS Change of Control Payments (the “Estimated CPS Change of Control Payments”), and the MPI Change of Control Payments (v) the Closing Adjustment (“Estimated MPI Change of Control Payments”), in each case as defined below). Each of the Closing Estimates Date, which statement shall be determined prepared in accordance with GAAP and the Accounting MethodologyPrinciples and (b) the payee and the amount of all Transaction Expenses and all Change of Control Payments. Purchasers shall be entitled to review, and propose reasonable changes Prior to the Closing Estimates and Sellers shall provide Purchasers and their Representatives with reasonable access, at reasonable times following prior notice, to the officers, employees, agreements and books and records of the Transferred Entities to verify the accuracy of such amounts. The Sellers shall consider the Purchasers’ proposed changes in good faith. If the Parties are unable to reach agreement on any proposed changesClosing, the Closing Estimates (and the components thereof) as proposed by the Sellers Sellers’ Representative shall control solely for purposes of payments to be made at Closing and shall not limit or otherwise effect the Purchasers’ remedies under this Agreement or otherwise constitute an acknowledgment by Purchasers of the accuracy of the Closing Estimates. The “Closing Adjustment” shall equal (i) provide to Buyer any books, records and other documents pertaining to or used in connection with the preparation of the Estimated Closing Working CapitalStatement and requested by Buyer, plus and (ii) consider any reasonable comments of Buyer with respect to the Estimated Statement. The CPS Closing Date Cash Amount, less Amount shall be (iiix) increased dollar-for-dollar by the Target Working Capital, less (iv) amount the Estimated CPS Working Capital exceeds $325,000 or (y) decreased dollar-for-dollar by the amount the Estimated CPS Working Capital is less than $325,000. The MPI Closing Date Indebtedness, and Cash Amount shall be (vx) less increased dollar-for-dollar by the amount the Estimated Closing Date Transaction FeesMPI Working Capital exceeds $250,000 or (y) decreased dollar-for-dollar by the amount the Estimated MPI Working Capital is less than $250,000.

Closing Adjustment. Not less (i) No later than three (3) Business Days prior to before the anticipated Closing Date, Sellers shall provide Purchasers with a certificate signed by Seller will prepare and deliver to Buyer (A) an officer of each estimated unaudited consolidated balance sheet of the Sellers attaching reasonable Company at and as of 12:01 A.M. Central time on the Closing Date (the "Estimated Closing Balance Sheet") and (B) a statement setting forth Seller's good faith estimates (the “Closing Estimates”) estimate of each of (i) the amount of the Closing Working Capital (the “Estimated Closing Working Capital”)Cash, (ii) the any Closing Cash Amount (the “Estimated Closing Cash Amount”); Working Capital Surplus, (iii) the any Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”); Working Capital Deficiency, (iv) the Closing Date Transaction Fees (the “Estimated Closing Date Transaction Fees”); and Expenses, (v) the amount of Closing Indebtedness and (vi) the Closing Adjustment Amount resulting therefrom (as defined belowsuch statement, the "Estimated Closing Statement"). Each Upon delivery of the Estimated Closing Estimates shall be determined in accordance with the Accounting Methodology. Purchasers shall Statement, Buyer and its Representatives, including Buyer's independent accountants, will be entitled to review, during normal business hours and propose upon reasonable changes to the Closing Estimates and Sellers shall provide Purchasers and their Representatives with reasonable access, at reasonable times following prior advance notice, to the officers, employees, agreements and books and records of the Transferred Entities Acquired Companies relevant to verify the accuracy preparation of the Estimated Closing Balance Sheet and the Estimated Closing Statement as Buyer may reasonably request, and to discuss such amounts. The Sellers books and records with senior management of the Acquired Companies for the purpose of reviewing the Estimated Closing Balance Sheet or Estimated Closing Statement, and Seller shall consider the Purchasers’ proposed changes in good faithfaith any comments from Buyer with respect to the amounts and calculations contained therein. If To the Parties extent that, prior to Closing, Buyer and Seller agree in writing on any changes to the amounts set forth in the Estimated Closing Balance Sheet or the Estimated Closing Statement, the Estimated Closing Balance Sheet or the Estimated Closing Statement, as applicable, shall be revised to reflect such agreed-upon amounts; for the avoidance of doubt (but without limiting Section 1.2(c)), if Buyer and Seller are unable to reach agreement on resolve any proposed changesdifferences with respect to the amounts set forth in the Estimated Closing Balance Sheet or the Estimated Closing Statement prior to the Closing, then with respect to any amounts which remain in dispute, the amounts of Closing Estimates (and Cash, Closing Working Capital Surplus, Closing Working Capital Deficiency, Transaction Expenses, Closing Indebtedness or the components thereof) Closing Adjustment Amount as proposed by reflected in the Sellers Seller's initial Estimated Closing Statement shall control solely be used for purposes of calculating the Estimated Purchase Price on the Closing Date. From and after 12:01 A.M. Central time on the Closing Date through the Closing, no Acquired Company shall pay or otherwise remit or distribute any Cash to any Person (other than payments to be made at unaffiliated third-party trade creditors in the ordinary course of business in respect of liabilities included in Closing and shall not limit or otherwise effect the Purchasers’ remedies under this Agreement or otherwise constitute an acknowledgment by Purchasers of the accuracy of Working Capital taken into account in calculating the Closing Estimates. The “Closing Adjustment” shall equal (i) the Estimated Working Capital Surplus or Closing Working CapitalCapital Deficiency, plus (ii) the Estimated Closing Cash Amount, less (iii) the Target Working Capital, less (iv) the Estimated Closing Date Indebtedness, and (v) less the Estimated Closing Date Transaction Feesas applicable).

Closing Adjustment. (i) Not less than three (3) Business Days prior to the anticipated Closing Date, Sellers the Seller Parties shall, or shall provide Purchasers with a certificate signed cause the Company to, prepare and deliver to Buyer Parties an estimated closing balance sheet for the Company setting forth the Company's estimated consolidated assets and liabilities as of 12:01 AM Eastern Time on the Closing Date (the "Estimated Closing Balance Sheet"). The Estimated Closing Balance Sheet shall be prepared by an officer of each of the Sellers attaching reasonable and Company in good faith estimates (in accordance with the “Closing Estimates”) of each of (i) Accounting Principles and, with respect to the Closing Working Capital (the “Estimated Closing Working Capital”), (ii) in the Closing Cash Amount (same manner as the “Estimated Closing Cash Amount”); (iii) the Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”); (iv) the Closing Date Transaction Fees (the “Estimated Closing Date Transaction Fees”); and (v) the Closing Adjustment (as defined below). Each determination of the Closing Estimates Target Working Capital which Target Working Capital shall be determined in accordance with the Accounting MethodologyPrinciples. Purchasers In connection with the preparation of the Estimated Closing Balance Sheet, the Company shall be entitled to reviewalso prepare a calculation of the estimated Closing Working Capital as of 12:01 AM Eastern Time on the Closing Date (the "Estimated Closing Working Capital") in accordance with the Accounting Principles, and propose reasonable changes the estimated amount of Indebtedness as of immediately prior to the Closing Estimates (the "Estimated Indebtedness Amount"), all unpaid Transaction Expenses, identifying each Person that provided services that generated Transaction Expenses and Sellers the amount necessary to satisfy in full the Seller Parties' and Company's obligation for such Transaction Expenses and such amount (the "Estimated Transaction Expenses Amount") each such estimate to be prepared in good faith, in accordance with the Accounting Principles (each, including the Estimated Closing Balance Sheet, an "Estimated Statement" and together, the "Estimated Statements"). To assist Buyer Parties in their review of the Estimated Statements, the Seller Parties and Company shall provide Purchasers make available to Buyer Parties and their Representatives such information and detail used in connection therewith that is reasonably requested by Buyer Parties. Buyer Parties shall notify the Seller Rep of any dispute it has with reasonable accessthe Estimated Closing Balance Sheet or any Estimated Statement, at reasonable times following prior notice, and the Buyer Parties and the Seller Rep shall exercise good faith efforts to agree on the officers, employees, agreements Estimated Closing Balance Sheet and books and records Estimated Statements in advance of the Transferred Entities to verify Closing; provided, however, that the accuracy acceptance by Buyer Parties of such amounts. The Sellers shall consider the Purchasers’ proposed changes in good faith. If the Parties are unable to reach agreement on Estimated Closing Balance Sheet or any proposed changes, the Closing Estimates (and the components thereof) as proposed by the Sellers shall control solely for purposes of payments to be made at Closing and Estimated Statement shall not limit or otherwise effect the Purchasers’ affect Buyer Parties' remedies under this Agreement Agreement, including their right to include such changes or otherwise other changes in the Closing Balance Sheet, or constitute an acknowledgment by Purchasers Buyer Parties of the accuracy of the Estimated Closing EstimatesBalance Sheet or any of the Estimated Statements. The “Closing Adjustment” shall equal (i) If the Estimated Closing Working Capital, plus (ii) the Estimated Closing Cash Amount, Capital is less (iii) than the Target Working Capital, less then the Closing Cash Payment shall be reduced by the amount of the deficiency (iv) such deficiency is referred to as the "Estimated Negative Working Capital Adjustment Amount"). If the Estimated Closing Date IndebtednessWorking Capital is greater than the Target Working Capital, and then the Closing Cash Payment shall be increased by the amount of the excess (v) less such increase is referred to as the "Estimated Closing Date Transaction FeesPositive Working Capital Adjustment Amount").

Closing Adjustment. Not As soon as practicable before the Closing (but in any event, not less than three (3) two Business Days prior to the anticipated Closing Date), Sellers the Seller Representative shall provide Purchasers with deliver to Purchaser a certificate signed by an officer of each of the Sellers attaching reasonable and good faith estimates written statement (the “Pre-Closing EstimatesStatement”) of each of ), setting forth in reasonable detail: (i) an estimate of the Working Capital of the Acquired Companies (such estimate, the “Estimated Working Capital Amount”), which, shall be prepared in accordance with GAAP and this Agreement, including the definitions set forth herein, as applicable and presented in a manner consistent with the pro forma example of Working Capital, which was prepared as of October 31, 2022, attached hereto as Schedule 2.05(a), and the resultant Closing Working Capital Increase Amount or Closing Working Capital Decrease Amount, as applicable, (ii) an estimate of the Closing Indebtedness of the Acquired Companies (such estimate, the “Estimated Closing Working CapitalIndebtedness Amount”), (iiiii) an estimate of the Seller Transaction Expenses (such estimate, the “Estimated Seller Transaction Expense Amount”), (iv) an estimate of the Closing Cash Amount of the Acquired Companies (such estimate, the “Estimated Closing Cash Amount”); , (iiiv) an estimate of the Closing Date Indebtedness Change of Control Payments (such estimate, the “Estimated Closing Date IndebtednessChange of Control Payments”); , (ivvi) an estimate of the Closing Date Transaction Fees Paid Executory Period CapEx (such estimate, the “Estimated Closing Date Transaction FeesPaid Executory Period CapEx”); , (vii) the resultant Estimated Net Purchase Price and (vviii) an updated Allocation Schedule setting forth the Closing Adjustment amount (expressed as defined below). Each a dollar amount) of the Closing Estimates shall be determined in accordance with the Accounting Methodology. Purchasers Estimated Net Purchase Price each Seller shall be entitled to review, and propose reasonable changes to receive in accordance with Section 3.02(a)(vi) (the Closing Estimates and Sellers “Updated Allocation Schedule”). Seller Representative shall provide Purchasers Purchaser and their Purchaser’s Representatives with reasonable access, at access to reasonable times following prior notice, to the officers, employees, agreements supporting documentation and books personnel as Purchaser and records of the Transferred Entities to verify the accuracy Purchaser’s Representatives may reasonably request in connection with their review of such amounts. The Sellers shall consider the Purchasers’ proposed changes in good faith. If the Parties are unable to reach agreement on any proposed changes, the Closing Estimates (and the components thereof) as proposed by the Sellers shall control solely for purposes of payments to be made at Closing and shall not limit or otherwise effect the Purchasers’ remedies under this Agreement or otherwise constitute an acknowledgment by Purchasers of the accuracy of the Closing Estimates. The “Closing Adjustment” shall equal (i) the Estimated Closing Working Capital, plus (ii) the Estimated Closing Cash Amount, less (iii) the Target Working Capital, less (iv) the Estimated Closing Date Indebtedness, and (v) less the Estimated Closing Date Transaction Feesestimates.

Closing Adjustment. Not less than (i) At least three (3) Business Days prior before the Closing, Quiksilver shall prepare and deliver to the anticipated Closing Date, Sellers shall provide Purchasers with Buyer a certificate signed by an officer of each of the Sellers attaching reasonable and statement setting forth its good faith estimates (the “Closing Estimates”) estimate of each of (i) the Closing Working Capital (the “Estimated Closing Working Capital”), (ii) which statement shall contain an estimated balance sheet of the Company as of the Closing Cash Amount Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital (the “Estimated Closing Cash AmountWorking Capital Statement”); (iii) , and a certificate of the Chief Financial Officer of the Company that the Estimated Closing Date Indebtedness Working Capital Statement was prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, valuation and estimation methodologies that were used in the preparation of the Annual Financial Statements for the most recent fiscal year end using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, valuation and estimation methodologies that were used in the preparation of the Sample Closing Working Capital Schedule (the “Working Capital Standard”). Quiksilver’s good faith calculation of Estimated Closing Date Indebtedness”); (iv) Working Capital contained in the Closing Date Transaction Fees (the “Estimated Closing Date Transaction Fees”); and (v) Working Capital Statement will be made available for the Closing Adjustment (as defined below). Each review of Buyer and, if Buyer or its Representatives identify any material errors or gross inaccuracies in connection with their review of the Estimated Closing Estimates Working Capital Statement, Buyer will within two (2) Business Days of receipt of the Estimated Closing Working Capital Statement notify Quiksilver of such material errors or gross inaccuracies and Quiksilver will cooperate in good faith to address any such errors or gross inaccuracies. Following the delivery of the Estimated Closing Working Capital Statement, Buyer and Buyer’s accountants shall be determined in accordance with the Accounting Methodology. Purchasers shall be entitled to review, and propose have reasonable changes access to the Closing Estimates and Sellers shall provide Purchasers and their Representatives with reasonable access, at reasonable times following prior notice, to the officers, employees, agreements and books and records of the Transferred Entities to verify the accuracy of such amounts. The Sellers shall consider the Purchasers’ proposed changes in good faith. If the Parties are unable to reach agreement on any proposed changesCompany, the Closing Estimates (personnel of, and work papers prepared by, Quiksilver and/or Quiksilver’s accountants to the components thereof) as proposed by the Sellers shall control solely for purposes of payments extent that they relate to be made at Closing and shall not limit or otherwise effect the Purchasers’ remedies under this Agreement or otherwise constitute an acknowledgment by Purchasers of the accuracy of the Closing Estimates. The “Closing Adjustment” shall equal (i) the Estimated Closing Working Capital, plus Capital Statement and to such historical financial information (iito the extent in Quiksilver’s or the Company’s possession) relating to the Estimated Closing Cash Amount, less (iii) Working Capital Statement as Buyer may reasonably request for the Target Working Capital, less (iv) purpose of reviewing the Estimated Closing Date IndebtednessWorking Capital Statement, and (v) less provided that such access shall be in a manner that does not interfere with the normal business operations of Buyer or the Company. For the avoidance of doubt, any failure of Buyer to notify Quiksilver of any error or inaccuracy in the Estimated Closing Date Transaction FeesWorking Capital Statement pursuant to this Section 1.4(a) shall not prejudice Buyer’s rights under Section 1.4(b) and Section 1.4(c) hereof.

Closing Adjustment. Not less than three At least four (34) Business Days prior business days before the Closing, Seller shall prepare and deliver to Buyer (A) a statement (the anticipated “Estimated Closing Date, Sellers shall provide Purchasers with a certificate signed by an officer of each of the Sellers attaching Working Capital Statement”) setting forth in reasonable and detail Seller’s good faith estimates (the “Closing Estimates”) of each of (i) the Closing Working Capital and each component thereof, and all supporting calculations, schedules, and documentation therefor (the “Estimated Closing Working Capital”), and (iiB) a certificate of the Closing Cash Amount (chief financial officer of Seller that the “Estimated Closing Cash Amount”); (iii) the Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”); (iv) the Closing Date Transaction Fees (the “Estimated Closing Date Transaction Fees”); and (v) the Closing Adjustment (as defined below). Each of the Closing Estimates shall be determined Working Capital Statement was prepared in accordance with the Accounting MethodologyPolicies. Purchasers By way of illustration, a sample calculation of Estimated Closing Working Capital as of March 31, 2016 is set forth on Schedule 2.9 attached hereto. The Parties shall be entitled negotiate in good faith to review, and propose reasonable changes resolve any dispute related to the calculation of the Estimated Closing Estimates and Sellers shall provide Purchasers and their Representatives with reasonable access, at reasonable times following prior noticeWorking Capital within three (3) business days of Seller’s delivery of the Estimated Closing Working Capital Statement and, to the officersextent applicable, employeessuch estimated amount shall be adjusted to reflect any changes mutually agreed to by the Parties; provided, agreements and books and records of the Transferred Entities to verify the accuracy of such amounts. The Sellers shall consider the Purchasers’ proposed changes in good faith. If however, that if the Parties are unable to reach agreement on within such three (3) business day period with respect to any proposed changessuch dispute, the Buyer shall nevertheless proceed to the Closing, subject to the terms and conditions set forth herein, and, in such an event, Buyer shall pay to Sellers at the Closing Estimates the Closing Payment determined based upon the Estimated Closing Working Capital Statement as delivered by Seller (and it being understood that with respect to any unresolved items, the components thereof) Estimated Closing Working Capital Statement as proposed delivered by the Sellers Seller shall control solely for purposes of payments to be made determining the amounts payable at Closing and the Closing, but shall not limit or otherwise effect the Purchasers’ affect Buyer’s remedies under this Agreement or otherwise otherwise, or constitute an acknowledgment acknowledgement by Purchasers Buyer of the accuracy of the Closing Estimatesamounts reflected thereof). The “Closing Adjustment” Payment shall equal (i) be increased or decreased, respectively, dollar-for-dollar by the amount that the Estimated Closing Working Capital, plus Capital is more than or less than $3,150,000 (ii) the Estimated Closing Cash Amount, less (iii) the “Target Working Capital”) (such increase or decrease, less (iv) as applicable, the Estimated “Closing Date Indebtedness, and (v) less the Estimated Closing Date Transaction FeesPayment Adjustment”).

Closing Adjustment. (a) Not less than three five (35) Business Days prior to the anticipated Closing Date, Sellers Seller shall provide Purchasers Buyer with a certificate signed by an officer estimated statement of each Working Capital as of the Sellers attaching reasonable and good faith estimates Closing Date (the “Closing Estimates”) Statement of each of (i) the Closing Working Capital (the “Estimated Closing Working Capital”), which shall be accompanied by a notice (the “Closing Notice”) that sets forth (i) Seller’s determination of the Closing Adjustment (if any) and the Purchase Price after giving effect to the Closing Adjustment and (ii) the Closing Cash Amount (the “account or accounts to which Buyer shall transfer funds pursuant to Sections 2.03 and 2.06. The Statement of Estimated Closing Cash Amount”); (iii) Working Capital and the Closing Date Indebtedness (Notice shall each be signed by Seller’s principal financial officer or principal accounting officer and be accompanied by reasonable supporting documentation. Buyer shall have the “right to review the Statement of Estimated Closing Date Indebtedness”); (iv) Working Capital and such supporting documentation or data as Buyer may reasonably request. In the Closing Date Transaction Fees (event that Buyer does not agree with Seller’s estimate of Working Capital as of the “Estimated Closing Date Transaction Fees”); Closing, Seller and (v) Buyer shall negotiate in food faith to mutually agree on an acceptable estimate of the Closing Adjustment (Working Capital as defined below). Each of the Closing Estimates shall be determined in accordance with the Accounting Methodology. Purchasers shall be entitled to reviewDate, and propose reasonable Seller shall consider in good faith any proposed comments or changes that Buyer may reasonably suggest; provided, however, that Seller may elect to close on the Closing Estimates and Sellers shall provide Purchasers and their Representatives with reasonable access, at reasonable times following prior notice, to the officers, employees, agreements and books and records undisputed portion of the Transferred Entities Statement of Estimated Closing Working Capital upon written notice by Seller to verify Buyer; provided, further, that Seller’s failure to include in the accuracy Statement of such amounts. The Sellers shall consider the Purchasers’ Estimated Closing Working Capital any changes proposed changes in good faith. If the Parties are unable to reach agreement on any proposed changesby Buyer, the acceptance by Buyer of the Statement of Estimated Closing Estimates (and Working Capital, or the components thereof) as proposed by closing on the Sellers shall control solely for purposes undisputed portion of payments to be made at the Statement of Estimated Closing and Working Capital shall not limit or otherwise effect the Purchasers’ affect Buyer’s or Seller’s remedies under this Agreement Agreement, including Buyer’s right to include such changes or otherwise any other changes in the Initial Working Capital Statement, or constitute an acknowledgment acknowledgement by Purchasers Buyer of the accuracy of the Closing Estimates. The “Closing Adjustment” shall equal (i) the Statement of Estimated Closing Working Capital, plus (ii) the Estimated Closing Cash Amount, less (iii) the Target Working Capital, less (iv) the Estimated Closing Date Indebtedness, and (v) less the Estimated Closing Date Transaction Fees.

Closing Adjustment. Not less than At least three (3) Business Days prior before the Closing, the Companies shall prepare and deliver to Tastemaker a statement in the form of the Example Statement setting forth their good faith estimate and calculation of the Closing Working Capital, the Closing Net Debt and the Closing Adjustment and the resulting calculation of the Stock Consideration, including a detailed itemization of the components thereof, and determined pursuant to the anticipated Closing Date, Sellers shall provide Purchasers with a certificate signed by an officer of each of the Sellers attaching reasonable and good faith estimates definitions contained in this Agreement (the “Closing EstimatesAdjustment Statement”) ). From and after delivery of each of the Closing Adjustment Statement and through the Closing Date, (i) the Companies shall promptly provide Tastemaker updates to the Closing Working Capital Adjustment Statement to reflect any changes thereto (including any component thereof) (the Closing Adjustment Statement revised to reflect any such updates is hereinafter referred to as an “Estimated Updated Closing Working CapitalAdjustment Statement”), and (ii) Tastemaker shall have the Closing Cash Amount (right to review and comment on such calculations and estimates, the “Estimated Closing Cash Amount”); (iii) Companies shall consider in good faith any such comments made by Tastemaker, and the Companies and Tastemaker shall cooperate with each other through the Closing Date Indebtedness (and use good faith efforts to resolve any differences regarding the “Estimated Closing Date Indebtedness”); (iv) the Closing Date Transaction Fees (the “Estimated Closing Date Transaction Fees”); calculations and (v) estimates contained in the Closing Adjustment Statement or any Updated Closing Adjustment Statement (and any updates or revisions as defined belowmay be agreed by the Companies and Tastemaker shall be included in any Updated Closing Adjustment Statement). Each The Companies shall, and shall cause their Representatives to, (x) reasonably cooperate with Tastemaker and its Representatives to the extent related to Tastemaker’s review of the Closing Estimates shall be determined Adjustment Statement and any Updated Closing Adjustment Statement and the calculations and estimates contained therein (including engaging in accordance with the Accounting Methodology. Purchasers shall be entitled good faith discussion related thereto) and (y) provide access to reviewpersonnel, books, records and propose reasonable changes other information during normal business hours to the Closing Estimates and Sellers shall provide Purchasers and their Representatives with reasonable access, at reasonable times following prior notice, extent related to the officers, employees, agreements and books and records of the Transferred Entities to verify the accuracy of such amounts. The Sellers shall consider the Purchasers’ proposed changes in good faith. If the Parties are unable to reach agreement on any proposed changes, the Closing Estimates (and the components thereof) as proposed by the Sellers shall control solely for purposes of payments to be made at Closing and shall not limit or otherwise effect the Purchasers’ remedies under this Agreement or otherwise constitute an acknowledgment by Purchasers of the accuracy review of the Closing Estimates. The “Adjustment Statement and any Updated Closing Adjustment” Adjustment Statement and reasonably requested by Tastemaker or its Representatives in connection with such review; provided, that such access shall equal (i) not unreasonably interfere with the Estimated Closing Working Capital, plus (ii) business of the Estimated Closing Cash Amount, less (iii) the Target Working Capital, less (iv) the Estimated Closing Date Indebtedness, Companies and (v) less the Estimated Closing Date Transaction Feestheir Subsidiaries.