Common use of Post-Closing Adjustment Clause in Contracts

Post-Closing Adjustment. If (a) the Net Working Capital on the Conclusive Net Working Capital Statement plus the Estimated Rebate Amount exceeds (b) the Estimated Net Working Capital Amount plus the Conclusive Rebate Amount, then U.S. Buyer shall pay Sellers the amount of such excess by wire transfer of immediately available funds to Sellers’ Accounts. If (a) the Estimated Net Working Capital Amount plus the Conclusive Rebate Amount exceeds (b) the Net Working Capital on the Conclusive Net Working Capital Statement plus the Estimated Rebate Amount, then Sellers shall, and Sellers and U.S. Buyer shall provide written instructions to the Escrow Agent to, remit to U.S. Buyer the amount of such excess out of the Net Working Capital Escrow Amount and, in the event such excess, if any, exceeds the Net Working Capital Escrow Amount held in the Escrow Account, then Sellers shall pay U.S. Buyer the amount of such excess by wire transfer of immediately available funds to a bank account designated by U.S. Buyer in writing at least three Business Days prior to the date of such payment. All payments to be made pursuant to this Section 2(h)(vi) shall be made no later than the second Business Day following the date on which U.S. Buyer and Sellers agree, or are deemed to have agreed to, or the Neutral Arbitrator delivers, the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount. Following the determination of the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount and the payment of any amount required pursuant to this Section 2(h)(vi), the Parties shall cause the Escrow Agent to remit to Sellers the remaining balance, if any, of the Net Working Capital Escrow Amount remaining under the Net Working Capital Escrow Agreement (i.e., the remaining Net Working Capital Escrow Amount, if any, together with all accrued investment income or interest on the Net Working Capital Escrow Amount), all in accordance with the provisions of the Net Working Capital Escrow Agreement.

Post-Closing Adjustment. If (a) In the event that (i) the General Account Reinsurance Premium determined by reference to the Final Statement of Net Working Capital on Settlement exceeds the Conclusive Net Working Capital Statement plus General Account Reinsurance Premium determined by reference to the Estimated Rebate Amount exceeds (b) the Estimated Statement of Net Working Capital Amount plus the Conclusive Rebate Amount, then U.S. Buyer shall pay Sellers the amount of such excess by wire transfer of immediately available funds to Sellers’ Accounts. If (a) the Estimated Net Working Capital Amount plus the Conclusive Rebate Amount exceeds (b) the Net Working Capital on the Conclusive Net Working Capital Statement plus the Estimated Rebate Amount, then Sellers shall, and Sellers and U.S. Buyer shall provide written instructions to the Escrow Agent to, remit to U.S. Buyer the amount of such excess out of the Net Working Capital Escrow Amount and, in the event such excess, if any, exceeds the Net Working Capital Escrow Amount held in the Escrow AccountSettlement, then Sellers shall pay U.S. Buyer the amount of such excess by wire transfer of immediately available funds to a bank account designated by U.S. Buyer in writing at least three Business Days prior to the date of such payment. All payments to be made pursuant to this Section 2(h)(viCeded Business Trust assets (selected in accordance with Investment Asset Identification Protocol) shall be made no later than the second Business Day following the date on which U.S. Buyer and Sellers agree, or are deemed to have agreed to, or the Neutral Arbitrator delivers, the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount. Following the determination of the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount and the payment of any amount required pursuant to this Section 2(h)(vi), the Parties shall cause the Escrow Agent to remit to Sellers the remaining balance, if any, of the Net Working Capital Escrow Amount remaining under the Net Working Capital Escrow Agreement (i.e., the remaining Net Working Capital Escrow Amount, if any, together with all accrued investment income or interest on the Net Working Capital Escrow Amount), all an aggregate statutory carrying value determined in accordance with the provisions Statement of Net Settlement Methods equal to such excess within five (5) Business Days of the delivery of the Final Statement of Net Working Capital Escrow Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate, or (ii) the General Account Reinsurance Premium determined by reference to the Final Statement of Net Settlement is less than the General Account Reinsurance Premium determined by reference to the Estimated Statement of Net Settlement, then CIGNA Life, directly or from the Ceded Business Trust, as determined in accordance with the Coinsurance Agreement and the Ceded Business Trust Agreement, shall return to CGLIC assets (selected in accordance with the Investment Asset Identification Protocol) previously transferred by CGLIC to the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such shortfall within five (5) Business Days of the delivery to the Buyer of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Date up to but not including the date of payment accrued at the 60-Day Treasury Rate. The foregoing shall apply to the Guaranteed Cost Reinsurance Premium, provided that any adjustment to the Guaranteed Cost Reinsurance Premium shall be transferred to the Guaranteed Cost Business Trust by CGLIC or from the Guaranteed Cost Business Trust by the trustee thereof to CGLIC, as the case may be.

Post-Closing Adjustment. If Promptly after the Closing Date, Seller will prepare and, within 30 days of the Closing Date, deliver to Buyer a calculation of the Cash Portion of the Purchase Price based on a balance sheet of the relevant items as of the Closing Date (athe "Final Balance Sheet"), together with Supporting Schedules thereto. The Final Balance Sheet shall be prepared in accordance with generally accepted accounting principles consistently applied and as though the parties had not consummated the transactions contemplated by this Agreement. Following the Closing, either (i) the Net Working Capital on the Conclusive Net Working Capital Statement plus the Estimated Rebate Amount exceeds (b) the Estimated Net Working Capital Amount plus the Conclusive Rebate Amount, then U.S. Buyer Seller shall pay Sellers the Buyer an amount of such excess by wire transfer of immediately available funds to Sellers’ Accounts. If (a) the Estimated Net Working Capital Amount plus the Conclusive Rebate Amount exceeds (b) the Net Working Capital on the Conclusive Net Working Capital Statement plus the Estimated Rebate Amount, then Sellers shall, and Sellers and U.S. Buyer shall provide written instructions equal to the Escrow Agent to, remit to U.S. Buyer the amount of such excess out of the Net Working Capital Escrow Amount and, in the event such excessdecrease, if any, exceeds between the Net Working Capital Escrow Amount held in Cash Portion of the Escrow AccountPurchase Price as reflected on the Final Balance Sheet or the Adjusted Final Balance Sheet, then Sellers as the case may be, as compared with the Cash Portion of the Purchase Price as reflected on the Closing Balance Sheet or (ii) Buyer shall pay U.S. Buyer the Seller an amount of such excess by wire transfer of immediately available funds to a bank account designated by U.S. Buyer in writing at least three Business Days prior equal to the date of such payment. All payments to be made pursuant to this Section 2(h)(vi) shall be made no later than the second Business Day following the date on which U.S. Buyer and Sellers agree, or are deemed to have agreed to, or the Neutral Arbitrator delivers, the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount. Following the determination of the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount and the payment of any amount required pursuant to this Section 2(h)(vi), the Parties shall cause the Escrow Agent to remit to Sellers the remaining balanceincrease, if any, between the Cash Portion of the Net Working Capital Escrow Amount remaining under the Net Working Capital Escrow Agreement (i.e., the remaining Net Working Capital Escrow Amount, if any, together with all accrued investment income or interest Purchase Price as reflected on the Net Working Capital Escrow Amount)Final Balance Sheet or the Adjusted Final Balance Sheet, all as the case may be (the payment referred to in accordance clause (i) or (ii) above shall be referred to as the "Post-Closing Adjustment") as compared with the provisions Cash Portion of the Net Working Capital Escrow AgreementPurchase Price as reflected on the Closing Balance Sheet. Such payments shall be made by wire transfer or certified or bank cashier's check within ten (10) business days of adoption of the Final Balance Sheet or the notice from the Accounting Firm of the Adjusted Final Balance Sheet, as the case may be. No payment shall be made by either party if the Cash Portion of the Purchase Price as reflected on the Closing Balance Sheet is equal to the Cash Portion of the Purchase Price as reflected on the Final Balance Sheet or the Adjusted Final Balance Sheet, as the case may be.

Post-Closing Adjustment. If (a) the Net Working Capital on the Conclusive Net Working Capital Statement plus the Estimated Rebate Amount exceeds (b) the Estimated Net Working Capital Amount plus the Conclusive Rebate AmountAs soon as practicable, then U.S. Buyer shall pay Sellers the amount of such excess by wire transfer of immediately available funds to Sellers’ Accounts. If (a) the Estimated Net Working Capital Amount plus the Conclusive Rebate Amount exceeds (b) the Net Working Capital on the Conclusive Net Working Capital Statement plus the Estimated Rebate Amount, then Sellers shall, and Sellers and U.S. Buyer shall provide written instructions to the Escrow Agent to, remit to U.S. Buyer the amount of such excess out of the Net Working Capital Escrow Amount and, but in the any event such excess, if any, exceeds the Net Working Capital Escrow Amount held in the Escrow Account, then Sellers shall pay U.S. Buyer the amount of such excess by wire transfer of immediately available funds to a bank account designated by U.S. Buyer in writing at least three Business Days prior to the date of such payment. All payments to be made pursuant to this Section 2(h)(vi) shall be made no later than the second Business Day one hundred twenty (120) days following the date on which U.S. Buyer and Sellers agree, or are deemed to have agreed to, or the Neutral Arbitrator deliversClosing Date, the Conclusive Net Buyer shall cause to be prepared and delivered to the Seller the Audited Closing Date Balance Sheet and a statement setting forth the Working Capital Adjustment as of the close of business on the Closing Date (such statement, as it may be adjusted pursuant to Section 2.8(b), the "Closing Date Statement"). The Closing Date Statement shall be prepared in accordance with GAAP and consistent with the methodologies set forth in Schedule 1.1 of Exhibit B. Upon receipt of the Audited Closing Date Balance Sheet and the Closing Date Statement, the Seller and the Seller's independent accountants shall be permitted during the succeeding thirty (30) day period to examine the Audited Closing Date Balance Sheet, the Closing Date Statement and the Conclusive Rebate Amountwork papers used or generated in connection with the preparation of such documents and such other documents as the Seller may reasonably request in connection with its review. Following the determination If, within thirty (30) days following delivery of the Conclusive Net Audited Closing Date Balance Sheet and the Closing Date Statement, the Seller shall not have given the Buyer notice of the Seller's objection to the Audited Closing Date Balance Sheet or any of the computations in the Closing Date Statement (which notice shall contain a statement of the Basis of such objection), then the Audited Closing Date Balance Sheet and the Closing Date Statement will be final and binding upon the Parties, absent manifest error. If the Seller gives notice to the Buyer of the Seller's objection, and the Buyer and the Seller are unable to resolve the issues in dispute within thirty (30) days after delivery of such notice of objection, each of the Buyer's and the Seller's positions with respect to the Audited Closing Date Balance Sheet and the computation of the Working Capital Adjustment in the Closing Date Statement will be submitted to Deloitte Touche LLP, independent certified public accountants, or such other firm of independent certified public accountants mutually selected by the Parties (the "Accountants") for resolution. If the Audited Closing Date Balance Sheet and the Conclusive Rebate Amount computation of Working Capital Adjustment are submitted to the Accountants for resolution, (x) each Party will furnish to the Accountants such workpapers and other documents and information relating to the disputed issues as the Accountants may request and are available to that Party (or its independent public accountants), and will be afforded the opportunity to present to the Accountants any material relating to such issues and to discuss the same with the Accountants; (y) the Accountant's shall select either the Buyer's or the Seller's position on each disputed matter in the Audited Closing Date Balance Sheet and the payment of any amount required pursuant to this Section 2(h)(vi), Working Capital Adjustment in its entirety and such selection shall be binding and conclusive on the Parties shall cause and will be deemed to be the Escrow Agent to remit to Sellers Audited Closing Date Balance Sheet and the remaining balance, if any, final Working Capital Adjustment for the Closing Date Statement; and (z) the fees of the Net Working Capital Escrow Amount remaining under Accountants for such determination will be borne by the Net Working Capital Escrow Agreement (i.e.Party whose positions have a net negative economic adjustment, the remaining Net Working Capital Escrow Amount, if any, together with taking into account all accrued investment income or interest on the Net Working Capital Escrow Amount), all in accordance with the provisions of the Net Working Capital Escrow Agreementdisputed matters.

Post-Closing Adjustment. If (a) Within 60 calendar days following the Net Closing, Purchaser shall prepare and deliver to Seller a statement setting forth Purchaser’s calculation of (i) the Working Capital on Adjustment and (ii) the Conclusive Closing Date Net Indebtedness. The calculation of the Closing Date Working Capital Statement plus shall be prepared in accordance with GAAP applied in a manner consistent with the Estimated Rebate Amount exceeds (b) audited Financial Statements and by otherwise applying the Estimated same methodologies and accounting policies used in and otherwise on a basis consistent with the preparation of the audited Financial Statements, in all cases, except to the extent otherwise expressly provided in Exhibit A. The calculation of Closing Date Net Indebtedness shall be prepared in accordance with the definition of “Closing Date Net Indebtedness”. The “Working Capital Amount plus Adjustment“ means an amount (which amount may be positive or negative) equal to the Conclusive Rebate Amount, then U.S. Buyer shall pay Sellers the amount of such excess by wire transfer of immediately available funds to Sellers’ Accounts. If (a) the Estimated Net Closing Date Working Capital Amount plus minus the Conclusive Rebate Amount exceeds (b) Target Working Capital. “Closing Date Working Capital“ means the Net Working Capital on the Conclusive Net Working Capital Statement plus the Estimated Rebate Amountnet amount, then Sellers shall, and Sellers and U.S. Buyer shall provide written instructions to the Escrow Agent to, remit to U.S. Buyer the amount of such excess out as of the Net Working Capital Escrow Amount and, in the event such excess, if any, exceeds the Net Working Capital Escrow Amount held in the Escrow Account, then Sellers shall pay U.S. Buyer the amount Closing (but without giving effect to any actions of such excess by wire transfer of immediately available funds to a bank account designated by U.S. Buyer in writing at least three Business Days prior to the date of such payment. All payments to be made pursuant to this Section 2(h)(vi) shall be made no later than the second Business Day following the date on which U.S. Buyer and Sellers agreePurchaser, or to actions of the Company or its Subsidiaries taken at the Closing that are deemed to have agreed tocontemplated by this Agreement) of the accounts of the Company and its Subsidiaries, or on a consolidated basis and excluding the Neutral Arbitrator deliversExcluded Assets and related Liabilities, determined in accordance with Exhibit A (for the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount. Following avoidance of doubt, amounts included in the determination of the Conclusive Closing Date Net Indebtedness shall be excluded from the determination of the Closing Date Working Capital). “Closing Date Net Indebtedness“ means Net Indebtedness of the Company and its Subsidiaries as of the Closing Date. For purposes of illustration, Exhibit A sets forth the calculation, from the combined balance sheet of the Company and its Subsidiaries as at December 31, 2006, of what the Closing Date Working Capital Statement and would be if the Conclusive Rebate Amount and the payment Closing Date had been December 31, 2006. The calculation of Closing Date Working Capital shall be prepared without giving effect to any amount required pursuant to this Section 2(h)(vi), the Parties shall cause the Escrow Agent to remit to Sellers the remaining balance, if any, actions of the Net Working Capital Escrow Amount remaining under the Net Working Capital Escrow Agreement (i.e.Purchaser, the remaining Net Working Capital Escrow Amount, if any, together with all accrued investment income or interest on the Net Working Capital Escrow Amount), all in accordance with the provisions to any actions of the Net Working Capital Escrow Company or its Subsidiaries taken at the Closing that are contemplated by this Agreement.

Post-Closing Adjustment. If (aWithin two business days after a final ----------------------- resolution by the BFAF of such disagreements as may arise out of the review of the Closing Balance Sheet in accordance with Section 1.2(b) above, and an appropriate adjustment to the Closing Balance Sheet and the calculations of the Closing Borrowed Money Debt and Closing Net Working Capital on to reflect such resolution, or, if Section 1.2(b)(i)(A) or the Conclusive first sentence of Section 1 .2(b)(ii) applies, two business days after delivery of, or expiration of the period for delivering, the Closing Balance Sheet Notice (as applicable), the actual cash portion of the Purchase Price will be determined. If the Closing Borrowed Money Debt is less than $11,515,130.17, the difference and interest thereon will be due and payable to the Existing Shareholders by HDA; however, to the extent the Closing Borrowed Money Debt is more than $11,515,130.17, the excess and interest thereon will be due and payable to HDA by the Existing Shareholders. If the Closing Net Working Capital Statement plus is less than $15,300,000, the Estimated Rebate Amount exceeds (b) difference and interest thereon will be due and payable to HDA by the Estimated Existing Shareholders; however, to the extent the Closing Net Working Capital Amount plus is more than $15,700,000, the Conclusive Rebate Amount, then U.S. Buyer shall pay Sellers excess and interest thereon will be due and payable to the amount Existing Shareholders by HDA. The net effect of such excess by wire transfer of immediately available funds any adjustments to Sellers’ Accounts. If (a) the Estimated Net Working Capital Amount plus the Conclusive Rebate Amount exceeds (b) the Net Working Capital on the Conclusive Net Working Capital Statement plus the Estimated Rebate Amount, then Sellers shall, and Sellers and U.S. Buyer shall provide written instructions Cash Purchase Price pursuant to the Escrow Agent topreceding two sentences shall be promptly paid to the Existing Shareholders by HDA, remit or to U.S. Buyer HDA by the amount of such excess out of Existing Shareholders (as the Net Working Capital Escrow Amount and, in case may be). Any amounts payable pursuant to this paragraph shall bear interest from the event such excess, if any, exceeds the Net Working Capital Escrow Amount held in the Escrow Account, then Sellers shall pay U.S. Buyer the amount of such excess by wire transfer of immediately available funds to a bank account designated by U.S. Buyer in writing at least three Business Days prior to Closing Date through the date of such payment. All payments payment at an annual rate equal to be made pursuant to this Section 2(h)(vi) shall be made no later than the second Business Day following the date on which U.S. Buyer and Sellers agree, or are deemed to have agreed to, or the Neutral Arbitrator delivers, the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount. Following the determination of the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount and the payment of any amount required pursuant to this Section 2(h)(vi), the Parties shall cause the Escrow Agent to remit to Sellers the remaining balance, if any, of the Net Working Capital Escrow Amount remaining under the Net Working Capital Escrow Agreement (i.e., the remaining Net Working Capital Escrow Amount, if any, together with all accrued investment income or interest LIBOR as reported in The Wall Street Journal on the Net Working Capital Escrow Amount), all in accordance with the provisions of the Net Working Capital Escrow AgreementClosing Date.

Post-Closing Adjustment. If No later than one Business Day before the Closing Date, Seller shall deliver to Buyer a good faith written estimate of Working Capital determined as of 11:59 p.m. on the date immediately prior to the Closing Date, itemizing each component thereof (athe “Estimated Working Capital”). The Estimated Working Capital shall reflect (x) the Net accounting adjustment derived from a physical count of the Inventory of the Acquired Companies jointly conducted by Seller and Buyer not more than two Business Days prior to the Closing Date and (y) the accounting adjustment derived from the books and records of the Acquired Companies that reflects changes in Inventory during the period from the date of such physical count and qualitative inspection to 11:59 p.m. on the date immediately prior to the Closing. If the Estimated Working Capital exceeds $[______], then the Closing Date Payment shall be increased by such excess amount (the “Positive Estimated Working Capital Adjustment”). If the Estimated Working Capital is less than $[__________], then the Closing Date Payment shall be decreased by such shortfall (the “Negative Estimated Working Capital Adjustment”). No later than 30 days after the Closing Date, Seller shall prepare and deliver to Buyer hereto a statement of Working Capital determined as of 11:59 p.m. on the Conclusive Net date immediately prior to the Closing Date, itemizing each component thereof (the “Working Capital Statement”). If within ten days following delivery of the Working Capital Statement plus to Buyer, Buyer has not given Seller written notice of its objection to the Estimated Rebate Amount exceeds Working Capital Statement (bsuch notice must contain a statement describing the basis of such objection), then the Working Capital reflected on the Working Capital Statement shall be deemed final and conclusive and shall be the “Final Working Capital”. If Buyer gives such written notice of objection within such ten day period, Buyer and Seller shall, during the 10 day period following delivery of such notice to Seller, attempt in good faith to resolve the disputed issues. If Buyer and Seller are unable to resolve all such disputed issues within such time period, then the issues in dispute will be submitted for resolution to XYZ LLP (it being understood that XYZ LLP was chosen because of representations made that neither Buyer and its Affiliates nor Seller or its Affiliates have a material relationship with XYZ LLP) (the “Referee”). The Referee shall determine the Final Working Capital within thirty days after the dispute is submitted to it. If issues in dispute are submitted to the Referee for resolution, (i) each of Buyer and Seller will furnish to the Referee such work papers and other documents and information relating to the disputed issues as the Referee may request and are available to such party (or its independent public accountants) and will be afforded the opportunity to present to the Referee any material relating to the determination of Final Working Capital and to discuss such determination with the Referee; (ii) the Estimated Net determination by the Referee of Final Working Capital, as set forth in a written notice delivered to both parties by the Referee, will be binding and conclusive on the parties hereto; and (iii) Seller and Buyer will each bear one-half of the fees and expenses of the Referee for such determination. Seller’s or the Referee’s (as appropriate) determination of the Final Working Capital Amount plus shall be final and binding on the Conclusive Rebate Amountparties hereto and shall constitute an arbitral award that is final, then U.S. Buyer shall pay Sellers binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereover. Within 10 days after the Final Working Capital has been finally determined in accordance with Section 2.4(b), (i) if the amount of such Final Working Capital exceeds the Estimated Working Capital, Buyer shall pay to Seller such excess and (ii) if the Final Working Capital is less than the amount of the Estimated Working Capital, Seller shall pay to Buyer such shortfall. Such amount payable pursuant to this Section 2.4(c) shall be the “Post Closing Working Capital Payment” and shall be payable by wire transfer of immediately available funds to Sellers’ Accounts. If (a) the Estimated Net Working Capital Amount plus the Conclusive Rebate Amount exceeds (b) the Net Working Capital on the Conclusive Net Working Capital Statement plus the Estimated Rebate Amount, then Sellers shall, and Sellers and U.S. Buyer shall provide written instructions to the Escrow Agent to, remit to U.S. Buyer the amount of such excess out of the Net Working Capital Escrow Amount and, in the event such excess, if any, exceeds the Net Working Capital Escrow Amount held in the Escrow Account, then Sellers shall pay U.S. Buyer the amount of such excess by wire transfer of immediately available funds to a bank account or accounts designated by U.S. Buyer in writing at least three Business Days prior to the date of such payment. All payments to be made pursuant to this Section 2(h)(vi) shall be made no later than the second Business Day following the date on which U.S. Buyer and Sellers agree, or are deemed to have agreed to, or the Neutral Arbitrator delivers, the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount. Following the determination of the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount and the payment of any amount required pursuant to this Section 2(h)(vi), the Parties shall cause the Escrow Agent to remit to Sellers the remaining balance, if any, of the Net Working Capital Escrow Amount remaining under the Net Working Capital Escrow Agreement (i.e., the remaining Net Working Capital Escrow Amount, if any, together with all accrued investment income or interest on the Net Working Capital Escrow Amount), all in accordance with the provisions of the Net Working Capital Escrow Agreementreceiving party.

Post-Closing Adjustment. If (ai) As soon as practicable after the Net Closing Date, but in any event no later than ninety (90) calendar days following the Closing Date, Buyer Parties shall prepare and deliver to the Seller Rep a closing balance sheet for the Company setting forth the Company's assets and liabilities on a consolidated basis as of 12:01 AM Eastern Time on the Closing Date (the "Closing Balance Sheet"). The Closing Balance Sheet shall be prepared in good faith and accordance with the Accounting Principles. Buyer Parties shall also prepare a calculation of the Closing Working Capital as of 12:01 AM Eastern Time on the Conclusive Net Closing Date (the "Final Closing Working Capital Statement plus the Estimated Rebate Amount exceeds (b) the Estimated Net Working Capital Amount plus the Conclusive Rebate AmountCapital"), then U.S. Buyer shall pay Sellers the amount of such excess by wire transfer Indebtedness as of immediately available funds prior to Sellers’ Accounts. If Closing (athe "Final Indebtedness Amount") the Estimated Net Working Capital Amount plus the Conclusive Rebate Amount exceeds (b) the Net Working Capital on the Conclusive Net Working Capital Statement plus the Estimated Rebate Amount, then Sellers shall, and Sellers and U.S. Buyer shall provide written instructions to the Escrow Agent to, remit to U.S. Buyer the amount of such excess out of the Net Working Capital Escrow Amount and, in the event such excess, if any, exceeds the Net Working Capital Escrow Amount held in the Escrow Account, then Sellers shall pay U.S. Buyer the amount of such excess by wire transfer Transaction Expenses as of immediately available funds to a bank account designated by U.S. Buyer in writing at least three Business Days prior to the date Closing (the "Final Transaction Expenses Amount"), which in each case shall be prepared in good faith and in accordance with the Accounting Principles, and, with respect to the Final Closing Working Capital, in good faith and the same manner as the Target Working Capital is determined. If the Seller Rep disputes the Closing Balance Sheet, the Final Closing Working Capital, the Final Transaction Expenses Amount and/or the Final Indebtedness Amount determined by Buyer Parties, then the Seller Rep shall deliver a written statement to Buyer Parties (the "Adjustment Dispute Notice") describing with reasonable detail the basis for any such dispute within thirty (30) calendar days after receiving the Closing Balance Sheet and calculation of the Final Closing Working Capital, Final Transaction Expenses Amount and Final Indebtedness Amount. If the Seller Rep does not deliver the Adjustment Dispute Notice to Buyer Parties within such paymentthirty (30) calendar day period, then the determination of the Closing Balance Sheet, Final Closing Working Capital, Final Transaction Expenses Amount and Final Indebtedness Amount shall be deemed final and accepted by the Sellers and the Seller Rep. Buyer Parties and the Seller Rep shall cooperate and act in good faith in an effort to resolve any such dispute themselves. All payments If such dispute is not finally resolved within thirty (30) calendar days after Buyer's receipt of the Adjustment Dispute Notice, the Buyer Parties, on the one hand, or the Seller Rep, on the other hand, may promptly thereafter cause the Independent Accountant to review this Agreement and the disputed items or amounts in determining the Closing Balance Sheet, Final Closing Working Capital, Final Transaction Expenses Amount and/or Final Indebtedness Amount. Within thirty (30) calendar days after submission to the Independent Accountant for resolution, Buyer Parties and the Seller Rep shall each indicate in writing their position on each disputed matter and each such party's determination of the amount thereof. The Independent Accountant shall make a written determination on each disputed matter no later than thirty (30) calendar days after submission to the Independent Accountant for resolution and such determination will be made conclusive and binding upon the parties to this Agreement with respect to that disputed matter, subject to the indemnification rights of contained herein. In conducting its review, the Independent Accountant shall consider only items in dispute, and shall base its determination solely on the written submissions of Buyer Parties and the Seller Rep (i.e., no independent investigation) to the Independent Accountant and the definitions and methodologies prescribed herein. The decision of the Independent Accountant for each item and amount in dispute must be within the range of values assigned to each such item as provided in the written submission to the Independent Accountant by each such party. The proposed Closing Balance Sheet and the Final Closing Working Capital, Final Transaction Expenses Amount and/or Final Indebtedness Amount shall be revised as appropriate to reflect the resolution of any such claims pursuant to this Section 2(h)(vi) 2.04. The fees and expenses of the Independent Accountant shall be made no later than the second Business Day following the date on which U.S. Buyer and Sellers agreepaid by Seller Parties, or are deemed to have agreed to, or the Neutral Arbitrator delivers, the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount. Following the determination of the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount and the payment of any amount required pursuant to this Section 2(h)(vi), the Parties shall cause the Escrow Agent to remit to Sellers the remaining balance, if any, of the Net Working Capital Escrow Amount remaining under the Net Working Capital Escrow Agreement (i.e., the remaining Net Working Capital Escrow Amount, if any, together with all accrued investment income or interest on the Net Working Capital Escrow Amount)one hand, all in accordance with and by Buyer, on the provisions of other hand, based upon the Net Working Capital Escrow Agreementpercentage that the amount actually contested but not awarded to Seller or Buyer, respectively, bears to the aggregate amount actually contested by Seller and Buyer Parties.

Post-Closing Adjustment. Promptly after the delivery of the Closing Statement and the determination of Closing Working Capital, Closing Indebtedness, Transaction Expenses and Closing Cash becomes final and binding on the parties under Section 2.04 above, the Cash Consideration shall be recalculated by giving effect to the final and binding Closing Working Capital, Closing Indebtedness, Transaction Expenses, Closing Cash, and the Aggregate Warrant Exercise Price (as recalculated, the “Final Cash Consideration”). If the Final Cash Consideration is greater than the Estimated Cash Consideration, within five (5) Business Days following the Determination Date, (a) the Net Working Capital on the Conclusive Net Working Capital Statement plus the Estimated Rebate Amount exceeds Purchaser will pay to Sellers (b) the Estimated Net Working Capital Amount plus the Conclusive Rebate Amount, then U.S. Buyer shall pay Sellers the amount of such excess by wire transfer of immediately available funds to the account(s) and in the amounts designated by the Sellers’ Accounts. If (aRepresentative) an aggregate amount equal to the Final Cash Consideration minus the Estimated Net Working Capital Amount plus the Conclusive Rebate Amount exceeds Cash Consideration and (b) Purchaser and the Net Working Capital on the Conclusive Net Working Capital Statement plus the Estimated Rebate Amount, then Sellers shall, and Sellers and U.S. Buyer Sellers’ Representative shall provide deliver joint written instructions to the Escrow Agent to, remit to U.S. Buyer cause the amount of such excess out of Escrow Agent to make payment to Sellers from the Net Working Capital Purchase Price Adjustment Escrow Account the full Purchase Price Adjustment Escrow Amount and, in the event such excess, if any, exceeds the Net Working Capital Escrow Amount held in the Escrow Account, then Sellers shall pay U.S. Buyer the amount of such excess (by wire transfer transfers of immediately available funds to a bank account the accounts and in the amounts designated by U.S. Buyer in writing at least three the Sellers’ Representative). If the Final Cash Consideration is less than the Estimated Cash Consideration, within five (5) Business Days prior following the Determination Date, Purchaser and the Sellers’ Representative shall deliver joint written instructions to the date of such payment. All payments Escrow Agent to be made pursuant to this Section 2(h)(vi) shall be made no later than the second Business Day following the date on which U.S. Buyer and Sellers agree, or are deemed to have agreed to, or the Neutral Arbitrator delivers, the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount. Following the determination of the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount and the payment of any amount required pursuant to this Section 2(h)(vi), the Parties shall cause the Escrow Agent to remit (x) pay to Sellers Purchaser from the Purchase Price Adjustment Escrow Amount, an amount equal to the Estimated Cash Consideration minus the Final Cash Consideration, and (y) distribute the remaining balance, if any, balance of the Net Working Capital Escrow Amount remaining under the Net Working Capital Escrow Agreement (i.e., the remaining Net Working Capital Purchase Price Adjustment Escrow Amount, if any, together with all accrued investment income or interest on to Sellers (by wire transfers of immediately available funds to the Net Working Capital accounts and in the amounts designated by the Sellers’ Representative). For the avoidance of doubt, (i) Sellers shall have no liability pursuant to this Section 2.05 in excess of the Purchase Price Adjustment Escrow Amount), all in accordance with the provisions and (ii) neither Parent, Purchaser nor any of the Net Working Capital Escrow AgreementCompanies shall have any responsibility or Liability to any Seller with respect to the allocation of any amounts by the Sellers’ Representative pursuant to this Section 2.05.

Post-Closing Adjustment. (i) If the Closing Purchase Price is greater than the Final Purchase Price (asuch difference, the “Post-Closing Adjustment Shortfall Amount”), then Buyer and the Stockholders’ Agent shall, within three (3) Business Days of the Net Working Capital on determination of the Conclusive Net Working Capital Statement plus Final Purchase Price in accordance with this Section 2.16, jointly instruct the Estimated Rebate Escrow Agent to pay the Post-Closing Adjustment Shortfall Amount to Buyer out of the Purchase Price Adjustment Escrow Fund by wire transfer in immediately available funds. If the amount of funds in the Purchase Price Adjustment Escrow Fund exceeds (b) the Estimated Net Working Capital Amount plus the Conclusive Rebate Post-Closing Adjustment Shortfall Amount, then U.S. Buyer and the Stockholders’ Agent shall pay Sellers the amount of such excess by wire transfer of immediately available funds to Sellers’ Accounts. If (a) the Estimated Net Working Capital Amount plus the Conclusive Rebate Amount exceeds (b) the Net Working Capital on the Conclusive Net Working Capital Statement plus the Estimated Rebate Amount, then Sellers shall, and Sellers and U.S. Buyer shall provide written instructions to also jointly instruct the Escrow Agent to, remit after paying the Post-Closing Adjustment Shortfall Amount to U.S. Buyer Buyer, pay to each Participating Stockholder its Pro Rata Portion of the remaining amount of such excess out of the Net Working Capital Escrow Amount and, funds in the event such excess, if any, exceeds Purchase Price Adjustment Escrow Fund. If the Net Working Capital Purchase Price Adjustment Escrow Amount held in Fund is insufficient to cover the Escrow AccountPost-Closing Adjustment Shortfall Amount, then Sellers shall pay U.S. Buyer the amount of such excess by wire transfer of immediately available funds to a bank account designated by U.S. Buyer in writing at least three Business Days prior to the date of such payment. All payments to be made pursuant to this Section 2(h)(vi) shall be made no later than the second Business Day following the date on which U.S. Buyer and Sellers agree, or are deemed to have agreed to, or the Neutral Arbitrator delivers, the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount. Following the determination of the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount and the payment of any amount required pursuant to this Section 2(h)(vi), the Parties Stockholders’ Agent shall cause jointly instruct the Escrow Agent to remit (i) distribute the entire Purchase Price Adjustment Escrow Fund to Sellers Buyer as provided above and (ii) pay an amount by which the remaining balance, if any, Post-Closing Adjustment Shortfall Amount exceeds the amount in the Purchase Price Adjustment Escrow Fund to Buyer out of the Net Working Capital Indemnity Escrow Amount remaining under Fund (up to the Net Working Capital amount in the Indemnity Escrow Agreement (i.e., Fund) by wire transfer in immediately available funds. Buyer and the remaining Net Working Capital Company agree that the Purchase Price Adjustment Escrow Fund and the Indemnity Escrow Fund shall not be the sole source of Buyer’s right to the Post-Closing Adjustment Shortfall Amount, if any, together with all accrued investment income or interest on and that the Net Working Capital Escrow Amount), all in accordance with the provisions Participating Stockholders shall be severally and not jointly liable for their respective Pro Rata Portion of any shortfall after application of the Net Working Capital Escrow Agreementforegoing.

Post-Closing Adjustment. If Within thirty (a30) days after the Net Working Capital on the Conclusive Net Working Capital Statement plus the Estimated Rebate Amount exceeds (b) the Estimated Net Working Capital Amount plus the Conclusive Rebate AmountClosing Date, then U.S. Buyer shall pay Sellers the amount of such excess by wire transfer of immediately available funds to Sellers’ Accounts. If (a) the Estimated Net Working Capital Amount plus the Conclusive Rebate Amount exceeds (b) the Net Working Capital on the Conclusive Net Working Capital Statement plus the Estimated Rebate Amount, then Sellers shall, and Sellers and U.S. Buyer Purchaser shall provide written instructions Seller with an accounting statement, setting forth revenues received and expenses paid by Purchaser on and after the Effective Date; to the Escrow Agent to, remit extent such revenue and expenses accrue and are attributable to U.S. Buyer the amount of such excess out of the Net Working Capital Escrow Amount and, in the event such excess, if any, exceeds the Net Working Capital Escrow Amount held in the Escrow Account, then Sellers shall pay U.S. Buyer the amount of such excess by wire transfer of immediately available funds to a bank account designated by U.S. Buyer in writing at least three Business Days Subject Property prior to the date Effective Date. Within forty-five (45) days after the Closing Date, Seller shall provide Purchaser with a Post-Closing Accounting Statement, setting forth (i) revenues received and expenses incurred by Seller on and after the Effective Date; to the extent such revenue and expenses accrue and are attributable to the Subject Property on and after the Effective Date and (ii) revenues received and expenses paid by Purchaser on and after the Effective Date; to the extent such revenue and expenses accrue and are attributable to the Subject Property prior to the Effective Date. Purchaser shall have fifteen (15) days after its receipt of such paymentSeller’s Post-Closing Accounting Statement to review Purchaser’s records supporting the Post-Closing Accounting Statement. All payments If revenues received by Seller plus the expenses paid by Purchaser exceed expenses incurred by Seller plus the revenues received by Purchaser, Seller shall pay the difference to be made pursuant Purchaser. If expenses incurred by Seller plus the revenues received by Purchaser exceed revenues received by Seller plus the expenses paid by Purchaser, Purchaser shall pay to this Section 2(h)(viSeller the difference. Seller or Purchaser, as the case may be, shall tender to the other party all sums due to the other party within sixty (60) days after the issuance of the Post-Closing Accounting Statement. Subject to the terms hereof and except to the extent same have already been taken into account as an adjustment hereinabove provided, all monies, proceeds, receipts, credits and income attributable to the ownership and operation of the Subject Property (i) for all periods of time from, and subsequent to, the Effective Date, shall be made no later than the second Business Day following sole property and entitlement of Purchaser, and to the date on which U.S. Buyer extent received by Seller, Seller shall after such receipt, fully disclose, account for and Sellers agreetransmit same to Purchaser promptly, and (ii) for all periods of time prior to the Effective Date, shall be the sole property and entitlement of Seller, and, to the extent received by Purchaser, Purchaser shall fully disclose, account for and transmit same to Seller promptly. Subject to the terms hereof and the indemnities provided for in the Assignment and except to the extent same have already been taken into account as an adjustment, all costs, expenses, disbursements, obligations and liabilities attributable to the Subject Property (x) for periods of time prior to the Effective Date shall be the sole obligation of Seller, and Seller shall promptly pay, or are deemed to have agreed if paid by Purchaser, promptly reimburse Purchaser for and hold Purchaser harmless from and against same, and (y) for periods of time from, and subsequent to, the Effective Date, regardless of when due or payable, shall be the Neutral Arbitrator deliverssole obligation of Purchaser, and Purchaser shall promptly pay, or if paid by Seller, promptly reimburse Seller for and hold Seller harmless from and against same. The Parties agree that the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount. Following the determination Imbalances existing as of the Conclusive Net Working Capital Statement Effective Date shall be determined and the Conclusive Rebate Amount and the payment of any amount required pursuant to this Section 2(h)(vi)cash settled after Closing, the Parties shall cause the Escrow Agent to remit to Sellers the remaining balance, if any, of the Net Working Capital Escrow Amount remaining under the Net Working Capital Escrow Agreement (i.e., the remaining Net Working Capital Escrow Amount, if any, together with all accrued investment income or interest on the Net Working Capital Escrow Amount), all in accordance with the provisions applicable gas balancing agreement. Within thirty days after Closing, Seller and Purchaser shall make available to each other the necessary records to permit the audit of Imbalances, in accordance with the applicable gas balancing agreement. Seller and Purchaser shall attempt (in good faith) to resolve in writing any differences that they may have with respect to the Imbalances or the audit. If, at the end of one hundred (100) days after Closing, Seller and Purchaser have not reached agreement on such matters, the matters that remain in dispute shall be submitted to a neutral accountant (the “Accounting Referee”) for review and final binding resolution. The Accounting Referee shall be a certified public accountant who is an employee or partner of a recognized independent public accounting firm. The Accounting Referee shall render a decision resolving the matters in dispute within fifteen (15) days following their submission to the Accounting Referee. Seller and Purchaser shall each be responsible for one-half of the Net Working Capital Escrow Agreementfees and expenses of the Accounting Referee.

Post-Closing Adjustment. If Within 90 days after the Closing Date, US Buyer shall prepare and deliver to Parent a statement setting forth its calculation of the Closing Working Capital, Closing Cash, Closing Indebtedness, Transaction Expenses and all amounts owed to or from the LiveArea Companies and any Related Party or Sellers or their Affiliates (aexcluding the LiveArea Companies) pursuant to the Net agreements described in Section 7.02(m) or otherwise (and reasonable supporting documentation related thereto), which statement shall contain an unaudited balance sheet of the LiveArea Companies as of the Closing Date (without giving effect to the transactions contemplated herein) (the “Closing Statement”) and a certificate of the Chief Financial Officer of US Buyer that the unaudited balance sheet of the LiveArea Companies as of the Closing Date was prepared in accordance with Exhibit A. The post-closing adjustment shall be an amount equal to the sum of the following: (A) if there was a Working Capital on the Conclusive Net Closing Reduction and Closing Working Capital Statement plus the exceeds Estimated Rebate Amount exceeds (b) the Estimated Net Closing Working Capital Amount plus the Conclusive Rebate AmountCapital, then U.S. Buyer shall pay Sellers the amount of such excess by wire transfer up to a maximum of immediately available funds to Sellers’ Accounts. If (a) the Estimated Net Working Capital Amount plus the Conclusive Rebate Amount exceeds Closing Reduction expressed as a positive number, (bB) the Net if there was no Working Capital on the Conclusive Net Closing Reduction and Closing Working Capital Statement plus the exceeds Target Working Capital, $0, (C) if there was a Working Capital Closing Reduction and Estimated Rebate AmountClosing Working Capital exceeds Closing Working Capital, then Sellers shall, and Sellers and U.S. Buyer shall provide written instructions to the Escrow Agent to, remit to U.S. Buyer the amount of such excess out of the Net expressed as a negative number, (D) if there was no Working Capital Escrow Amount and, in the event such excess, if any, exceeds the Net Closing Reduction and Target Working Capital Escrow Amount held in the Escrow Accountexceeds Closing Working Capital, then Sellers shall pay U.S. Buyer the amount of such excess by wire transfer expressed as a negative number, (E) Closing Cash minus Estimated Closing Cash, (F) Estimated Closing Indebtedness minus Closing Indebtedness,(G) Estimated Transaction Expenses minus Transaction Expenses, (H) all amounts owed to the LiveArea Companies from any Related Party or Sellers or their Affiliates (excluding the LiveArea Companies) pursuant to the agreements described in Section 7.02(m) or otherwise as of immediately available funds the Closing Date to the extent that the LiveArea Companies received one or more payments of cash for such amounts within 60 days after the Closing Date, subject to a bank account designated cap of $1,000,000 and reduced by U.S. Buyer in writing at least three Business Days prior (I) fifty percent (50%) to the date extent any of such payment. All payments amounts relate to be made receivables from parties domiciled in India, and (II) fourteen and one-half percent (14.5%) to the extent any of such amounts relate to receivables from parties domiciled in Bulgaria, expressed as a positive number, and (I) all amounts owed by the LiveArea Companies to any Related Party or Sellers or their Affiliates (excluding the LiveArea Companies) pursuant to this the agreements described in Section 2(h)(vi7.02(m) or otherwise as of the Closing Date , expressed as a negative number (collectively, the “Post-Closing Adjustment”). If the Post-Closing Adjustment is a positive number, US Buyer shall pay to Sellers (other than RevTech Solutions) an amount equal to the Post-Closing Adjustment as an adjustment to the LA US Purchase Price. If the Post-Closing Adjustment is a negative number, Sellers (other than RevTech Solutions) shall be made no later than pay to US Buyer an amount equal to the second Business Day following the date on which U.S. Buyer and Sellers agree, or are deemed to have agreed to, or the Neutral Arbitrator delivers, the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount. Following the determination absolute value of the Conclusive Net Working Capital Statement and Post-Closing Adjustment as an adjustment to the Conclusive Rebate Amount and the LA US Purchase Price (e.g., a ($100,000) Post-Closing Adjustment would result in a $100,000 payment of any amount required pursuant to this Section 2(h)(viUS Buyer), the Parties shall cause the Escrow Agent to remit to Sellers the remaining balance, if any, of the Net Working Capital Escrow Amount remaining under the Net Working Capital Escrow Agreement (i.e., the remaining Net Working Capital Escrow Amount, if any, together with all accrued investment income or interest on the Net Working Capital Escrow Amount), all in accordance with the provisions of the Net Working Capital Escrow Agreement.

Post-Closing Adjustment. If (aSubject to the resolution of all disputes, if any, regarding the Closing Statement and the Closing Date Balance Sheet in accordance with Section 1.6(b) above, the Consideration shall be further adjusted to the extent that the final Net Working Capital on the Conclusive Amount as determined in clause “(b)” above is: (i) less than Estimated Net Working Capital Statement plus Amount minus $100,000 (the Estimated Rebate Amount exceeds “Target Working Capital Minimum”) or (bii) the greater than Estimated Net Working Capital Amount plus $100,000 (the Conclusive Rebate Amount“Target Working Capital Maximum” and such adjustment as reflected in clauses “(i)” and “(ii)”, then U.S. Buyer shall pay Sellers the amount of such excess by wire transfer of immediately available funds to Sellers’ Accounts“Post-Closing Adjustment”). If (a) the Estimated Net Working Capital Amount plus is less than the Conclusive Rebate Target Working Capital Minimum, then the Consideration will be decreased on a dollar-for-dollar basis by the amount by which the Target Working Capital Minimum exceeds the final Net Working Capital Amount (the “Shortfall Post-Closing Adjustment”) and the Escrow Agent shall release the amount of the Shortfall Post-Closing Adjustment to Buyer from the Escrow Funds in satisfaction thereof; provided, however, that notwithstanding the foregoing, to the extent the Shortfall Post-Closing Adjustment exceeds the lesser of (bi) $200,000 or (ii) the amount of the remaining Escrow Funds, Seller shall pay such excess amount in cash funds to Buyer within five (5) Business Days after the date on which the Closing Statement and the Closing Date Balance Sheet are determined to be final pursuant to Section 1.6(b) above. If the Net Working Capital Amount is greater than the Target Working Capital Maximum, then the Consideration will be increased on a dollar-for-dollar basis by the Conclusive amount by which the final Net Working Capital Statement plus Amount exceeds the Estimated Rebate AmountTarget Working Capital Maximum (the “Surplus Post-Closing Adjustment”), then Sellers and Buyer shall, and Sellers and U.S. Buyer shall provide written instructions to the Escrow Agent to, remit to U.S. Buyer the amount of such excess out of the Net Working Capital Escrow Amount and, in the event such excess, if any, exceeds the Net Working Capital Escrow Amount held in the Escrow Account, then Sellers shall pay U.S. Buyer the amount of such excess by wire transfer of immediately available funds to a bank account designated by U.S. Buyer in writing at least three within five (5) Business Days prior to the date of such payment. All payments to be made pursuant to this Section 2(h)(vi) shall be made no later than the second Business Day following after the date on which U.S. Buyer and Sellers agree, or are deemed to have agreed to, or the Neutral Arbitrator delivers, the Conclusive Net Working Capital Closing Statement and the Conclusive Rebate Amount. Following the determination of the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount and the payment of any amount required Closing Date Balance Sheet are determined to be final pursuant to this Section 2(h)(vi)1.6(b) above, pay cash funds in an amount equal to the Parties shall cause the Escrow Agent Surplus Post-Closing Adjustment to remit to Sellers the remaining balance, if any, of the Net Working Capital Escrow Amount remaining under the Net Working Capital Escrow Agreement (i.e., the remaining Net Working Capital Escrow Amount, if any, together with all accrued investment income or interest on the Net Working Capital Escrow Amount), all in accordance with the provisions of the Net Working Capital Escrow AgreementSeller.

Post-Closing Adjustment. If (a) Following the Net Working Capital Closing, Parent shall cause its accountants to prepare and deliver to the Agent an audited reimbursement amount calculation schedule (the “Post-Closing Reimbursement Amount Calculation Schedule”), for the purpose of verifying the Reimbursement Amount paid to the Seller Group based on the Conclusive Net Working Capital Statement plus Closing Reimbursement Amount Calculation Schedule prepared pursuant to Section 1.2(a)(v) above. If, upon acceptance by the Estimated Rebate Agent of the Post-Closing Reimbursement Amount exceeds Calculation Schedule (according to the procedures set forth in subparagraph (b) below), it is determined that the Estimated Net Working Capital Reimbursement Amount plus calculated based on the Conclusive Rebate amounts appearing on the Post-Closing Reimbursement Amount Calculation Schedule (the “Post-Closing Reimbursement Amount”) exceeds the Reimbursement Amount actually paid to the Seller Group at Closing, then U.S. Parent shall promptly make a cash payment to the Seller Group in an amount equal to the (positive) difference between the Post-Closing Reimbursement Amount and the Reimbursement Amount (such difference, the “Post-Closing Adjustment Amount”). Notwithstanding the reference in the foregoing sentence to Parent, the obligation to make such payment of the Post-Closing Adjustment Amount shall be the joint and several obligation of the Buyer Group. If, on the other hand, the Post-Closing Reimbursement Amount paid to the Seller Group at Closing is smaller than the Reimbursement Amount paid to the Seller Group at Closing, then Parent shall pay Sellers be entitled to reclaim the amount of such excess Post-Closing Adjustment Amount by wire transfer of immediately available funds recourse to Sellers’ Accounts. If (a) the Estimated Net Working Capital Amount plus Escrow Account pursuant to the Conclusive Rebate Amount exceeds procedures set forth in the Escrow Agreement; provided, however that notwithstanding any provisions in the Escrow Agreement to the contrary, if the procedures set forth in subparagraph (b) the Net Working Capital on the Conclusive Net Working Capital Statement plus the Estimated Rebate Amount, then Sellers shall, and Sellers and U.S. Buyer shall provide written instructions to the Escrow Agent to, remit to U.S. Buyer the amount of such excess out of the Net Working Capital Escrow Amount and, in the event such excess, if any, exceeds the Net Working Capital Escrow Amount held in the Escrow Account, then Sellers shall pay U.S. Buyer the amount of such excess by wire transfer of immediately available funds to a bank account designated by U.S. Buyer in writing at least three Business Days prior to the date of such payment. All payments to be made pursuant to this Section 2(h)(vi) shall be made no later than the second Business Day following the date on which U.S. Buyer and Sellers agree, or are deemed to below have agreed to, or the Neutral Arbitrator deliversbeen followed, the Conclusive Net Working Capital Statement and Agent shall not be entitled to further dispute the Conclusive Rebate Amount. Following the determination of the Conclusive Net Working Capital Statement and the Conclusive Rebate Post-Closing Adjustment Amount and the payment of any amount required pursuant to this Section 2(h)(vi), the Parties shall cause the Escrow Agent to remit to Sellers the remaining balance, if any, of the Net Working Capital Escrow Amount remaining under the Net Working Capital Escrow Agreement (i.e., the remaining Net Working Capital Escrow Amount, if any, together with all accrued investment income or interest on the Net Working Capital Escrow Amount), all in accordance with the provisions of the Net Working Capital Escrow Agreement.

Post-Closing Adjustment. Immediately after the consummation of the Closing hereunder Buyer shall, at Buyer's expense, engage Ernst & Young LLP to determine the consolidated net working capital (current assets minus current liabilities) of the X.X. Xxxxx Division (excluding the FOGA Division) of the Company ("Net Working Capital") as of the close of business on the Closing Date (the "Closing Statement"), which shall be prepared in accordance with generally accepted accounting principles. Ernst & Young LLP shall be required to deliver the Closing Statement to Buyer not later than 60 days after the Closing Date. Promptly after Buyer's receipt thereof, Buyer shall deliver a copy of the Closing Statement to Xxxxxx X. Xxxxxxx who is authorized to act as agent for Sellers with respect to adjustments of the Purchase Price hereunder (the "Sellers' Agent"). Upon receipt of the Closing Statement, Sellers' Agent shall give written notice to Buyer within 15 days if Sellers' Agent disputes the Closing Statement and the parties shall negotiate in good faith to resolve such dispute. If Buyer and Sellers' Agent are unable to resolve such dispute within fifteen (a15) days after Buyer is notified thereof, the matter shall be referred to an independent public accountant satisfactory to the Buyer and Sellers' Agent which shall be directed to determine the Net Working Capital of the X.X. Xxxxx Division (excluding the FOGA Division) of the Company as of the Closing Date and the determination of such accountant shall be binding on the Conclusive Net Working Capital Statement plus parties hereto. Buyer and Sellers shall each pay one-half of the Estimated Rebate Amount exceeds (b) cost of the Estimated Net Working Capital Amount plus the Conclusive Rebate Amount, then U.S. Buyer shall pay Sellers the amount services of such excess by wire transfer of immediately available funds to Sellers’ Accountsindependent accountant. If (a) and to the Estimated Net Working Capital Amount plus the Conclusive Rebate Amount exceeds (b) extent that the Net Working Capital of the X.X. Xxxxx Division (excluding the FOGA Division) of the Company reflected on the Conclusive Closing Statement ("Net Working Capital Statement plus at Closing") shall be less than $13,322,400 ("Minimum Required Working Capital"): (i) the Estimated Rebate Amount, then Sellers shall, Purchase Price shall be retroactively and Sellers and U.S. Buyer shall provide written instructions immediately reduced by an amount equal to the Escrow Agent to, remit to U.S. Buyer the amount of such excess out of ("Working Capital Deficit") by which the Net Working Capital Escrow Amount andat Closing is less than the Minimum Required Working Capital, in the event such excess, if any, exceeds and (ii) an amount equal to the Net Working Capital Deficit shall become immediately due and payable to Buyer from Sellers, such amount being payable first from the Escrow Amount held and if in excess of the Escrow, then by the Sellers Pro-Rata. The Closing Statement shall be prepared using the asset and liability accounts used in the Escrow Account, then Sellers shall pay U.S. Buyer the amount of such excess by wire transfer of immediately available funds to a bank account designated by U.S. Buyer in writing at least three Business Days prior to the date of such payment. All payments to be made pursuant to this Section 2(h)(vi) shall be made no later than the second Business Day following the date on which U.S. Buyer and Sellers agree, or are deemed to have agreed to, or the Neutral Arbitrator delivers, the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount. Following the determination preparation of the Conclusive Net Working Capital Statement 1998 Balance Sheet, and valuing inventory on the Conclusive Rebate Amount and last-in, first-out (LIFO) method used in the payment of any amount required pursuant to this Section 2(h)(vi), the Parties shall cause the Escrow Agent to remit to Sellers the remaining balance, if any, preparation of the Net Working Capital Escrow Amount remaining under 1998 Balance Sheet, but not reflecting any disclosures or statements made in the Net Working Capital Escrow Agreement (i.e., the remaining Net Working Capital Escrow Amount, if any, together with all accrued investment income or interest on the Net Working Capital Escrow Amount), all in accordance with the provisions of the Net Working Capital Escrow Agreement.Disclosure

Post-Closing Adjustment. If (ai) As soon as practicable after the Net Closing Date, but in any event no later than ninety (90) calendar days following the Closing Date, Buyer shall prepare and deliver to the Sellers’ Representative a calculation, all as of 12:01 AM Pacific Time on the Closing Date, of the Closing Working Capital in accordance with the calculation of Current Assets and Current Liabilities as set forth on Schedule C (the Conclusive Net “Final Closing Working Capital Statement plus the Estimated Rebate Amount exceeds (b) the Estimated Net Working Capital Amount plus the Conclusive Rebate AmountCapital”), then U.S. Buyer shall pay Sellers the amount of such excess by wire transfer of immediately available funds to Sellers’ Accounts. If Cash (a) the Estimated Net Working Capital Amount plus the Conclusive Rebate Amount exceeds (b) the Net Working Capital on the Conclusive Net Working Capital Statement plus the Estimated Rebate “Final Closing Cash Amount”), then Sellers shall, and Sellers and U.S. Buyer shall provide written instructions to the Escrow Agent to, remit to U.S. Buyer the amount of such excess out of Indebtedness (the Net Working Capital Escrow Amount and“Final Indebtedness Amount”), in the event such excess, if any, exceeds the Net Working Capital Escrow Amount held in the Escrow Account, then Sellers shall pay U.S. Buyer and the amount of unpaid Transaction Expenses (the “Final Transaction Expenses Amount”); which in each case shall be prepared in good faith (each, an “Final Statement” and together the “Final Statements”). If the Sellers’ Representative disputes the Final Closing Working Capital, Final Closing Cash Amount, Final Indebtedness Amount, or Final Transaction Expenses Amount set forth in any of the Final Statements delivered by Xxxxx, then the Sellers’ Representative shall deliver a written statement to Buyer (the “Dispute Notice”) describing with reasonable detail the basis for any such excess dispute within thirty (30) calendar days after receiving the Final Statements setting forth the Final Closing Working Capital, Final Closing Cash Amount, Final Indebtedness Amount, and Final Transaction Expenses Amount. If the Sellers’ Representative does not deliver the Dispute Notice to Buyer within such thirty (30) calendar days, then the determination of the Final Closing Working Capital, Final Closing Cash Amount, Final Indebtedness Amount, and Final Transaction Expenses Amount shall be deemed final and accepted by wire transfer the Seller Members and the Sellers’ Representative. Xxxxx and the Sellers’ Representative shall cooperate and act in good faith in an effort to resolve any such dispute themselves. If such dispute is not finally resolved within thirty (30) calendar days after Xxxxx’s receipt of immediately available funds the Dispute Notice, Buyer, on the one hand, or the Sellers’ Representative, on the other hand, may promptly thereafter cause the Independent Accountant, acting as experts and not arbitrators, to a bank account designated by U.S. Buyer review the disputed items or amounts in determining the Final Closing Working Capital, Final Closing Cash Amount, Final Indebtedness Amount, and Final Transaction Expenses Amount, as applicable. Within ten (10) Business Days after submission to the Independent Accountant for resolution, Xxxxx and the Sellers’ Representative shall each indicate in writing at least three Business Days prior their position on each disputed matter and each such Party’s determination of the amount thereof. The Independent Accountant shall make a written determination, acting as an expert and not arbitrator, on each disputed matter no later than thirty (30) calendar days after receipt of written submissions delivered by both Xxxxx and the Sellers’ Representative pursuant to the date preceding sentence and such determination will be conclusive and binding upon the Parties to this Agreement with respect to that disputed matter, subject to the indemnification rights otherwise contained herein. In conducting its review, the Independent Accountant shall consider only items in dispute, and shall base its determination solely on the written submissions of Buyer and the Sellers’ Representative (i.e., no independent investigation) to the Independent Accountant and the definitions and methodologies prescribed herein. The decision of the Independent Accountant for each item and amount in dispute must be within the range of values assigned to each such paymentitem as provided in the written submissions to the Independent Accountant by Xxxxx and the Sellers’ Representative. All payments The proposed Final Closing Working Capital, Final Closing Cash Amount, Final Indebtedness Amount, and Final Transaction Expenses Amount, as applicable, shall be revised as appropriate to be made reflect the resolution of any such disputes pursuant to this Section 2(h)(vi) 2.04. The fees and expenses of the Independent Accountant shall be made no later than paid, by both the second Business Day following the date on which U.S. Buyer and Sellers agreeSeller Members, or are deemed to have agreed to, or the Neutral Arbitrator delivers, the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount. Following the determination of the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount and the payment of any amount required pursuant to this Section 2(h)(vi), the Parties shall cause the Escrow Agent to remit to Sellers the remaining balance, if any, of the Net Working Capital Escrow Amount remaining under the Net Working Capital Escrow Agreement (i.e., the remaining Net Working Capital Escrow Amount, if any, together with all accrued investment income or interest on the Net Working Capital Escrow Amount)one hand, all in accordance with and by Xxxxx, on the provisions of other hand, based upon the Net Working Capital Escrow Agreementpercentage that the amount actually contested but not awarded to the Seller Members or Buyer, respectively, bears to the aggregate amount actually contested by Seller Members and Buyer.

Post-Closing Adjustment. If (i) As soon as practicable after the Closing Date, but in any event within ninety (90) calendar days following the Closing Date, Buyer shall prepare or cause to be prepared and deliver to the Seller Representatives a closing balance sheet for the Company setting forth the book value of the assets and liabilities of the Company as of the Effective Time (the “Closing Balance Sheet”) and determine the calculations of (a) the Net Working Capital on as of the Conclusive Effective Time (the “Final Closing Net Working Capital Statement plus the Estimated Rebate Amount exceeds Capital”), (b) the Cash amount as of the Effective Time (the “Final Cash Amount”), (c) the Adjusted Debt Amount as of the Effective Time (the “Final Adjusted Debt Amount”), (d) the amount of Seller Transaction Expenses that were unpaid as of the Closing (the “Final Seller Transaction Expenses”) and (e) the Final Seller Closing Payment (collectively, with (a) through (e) the “Final Closing Statement”) based on such determinations. Such calculations shall not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby. The Closing Statement shall set forth a reconciliation between the estimated calculations reflected in set forth in the Estimated Closing Balance Sheet, Estimated Closing Net Working Capital, Estimated Cash Amount, Estimated Adjusted Debt Amount, and Estimated Seller Transaction Expenses, and those calculations set forth on the Closing Statement including an explanation for all such changes and all reasonable supporting documentation used in calculating each of the foregoing to the extent such documentation is readily available. Additionally, the calculations shall be based on facts, circumstances, and information available as they exist prior to the Closing and shall exclude the effect of any act, decision, change in circumstance, development or event arising or occurring on or after the Closing. The Parties agree that the purpose of preparing the Closing Balance Sheet and determining the amounts of Cash, Adjusted Debt Amount, unpaid Seller Transaction Expenses and Net Working Capital Amount plus and the Conclusive Rebate Amount, then U.S. Buyer shall pay Sellers related Final Seller Closing Payment is to measure changes in the amount of such excess by wire transfer of immediately available funds to Sellers’ Accounts. If (a) the Estimated Net Working Capital Amount plus the Conclusive Rebate Amount exceeds (b) the Net Working Capital on the Conclusive Net Working Capital Statement plus the Estimated Rebate Amount, then Sellers shallforegoing amounts, and Sellers and U.S. Buyer shall provide written instructions to the Escrow Agent to, remit to U.S. Buyer the amount of in undertaking such excess out of the Net Working Capital Escrow Amount and, in the event such excess, if any, exceeds the Net Working Capital Escrow Amount held in the Escrow Account, then Sellers shall pay U.S. Buyer the amount of such excess by wire transfer of immediately available funds to a bank account designated by U.S. Buyer in writing at least three Business Days prior to the date of such payment. All payments to be made pursuant to this Section 2(h)(vi) shall be made no later than the second Business Day following the date on which U.S. Buyer and Sellers agree, or are deemed to have agreed to, or the Neutral Arbitrator delivers, the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount. Following the determination of the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount and the payment of any amount required pursuant to this Section 2(h)(vi)processes, the Parties shall cause not introduce different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the Escrow Agent to remit to Sellers purpose of determining such amounts not reflected in the remaining balance, if any, calculations of the Closing Balance Sheet, Estimated Closing Net Working Capital Escrow Amount remaining under or included in the Accounting Principles. Without limiting the foregoing, the Final Closing Net Working Capital Escrow Agreement (i.e.shall not contain any categories or types of assets or liabilities or other accounts, reserves or line items not reflected in the remaining calculations of the Estimated Closing Net Working Capital Escrow Amountor included in the Accounting Principles. If Buyer fails to deliver the Closing Balance Sheet and calculations contemplated by this paragraph within ninety (90) days following the Closing, if anythen the Closing Estimates shall be final, together with not subject to further adjustment and binding for all accrued investment income or interest on purposes (including calculating the Net Working Capital Escrow AmountPurchase Price), all in accordance with the provisions of the Net Working Capital Escrow Agreement.

Post-Closing Adjustment. If (a) Following the Closing, Buyer shall prepare or cause to be prepared, in accordance with GAAP, an unaudited statement (the “Closing Date Statement of Net Working Capital”) of Closing Net Working Capital. Buyer shall cause a copy of the Closing Date Statement of Net Working Capital to be delivered to the Seller Representative and IPG as soon as practicable following the Closing, but not later than 30 days after being provided by the Seller Representative with a balance sheet of the Company as of close of business on the Conclusive day prior to the Closing Date. Parent Shareholders shall cooperate with and reasonably assist Buyer, and shall make available to Buyer the books, records, personnel and properties of Parent (if not in Buyer’s possession) that Buyer reasonably requires in order to prepare and deliver the Closing Date Statement of Net Working Capital. For purposes of the Closing Date Statement of Net Working Capital, Buyer shall treat the adjustment for current portion of mandatorily redeemable convertible preferred units as shown on the Projected Net Working Capital Statement plus in the Estimated Rebate Amount exceeds same manner as such adjustment is shown on the Projected Net Working Capital. (b) The Seller Representative shall have 30 days following delivery of the Estimated Closing Date Statement of Net Working Capital Amount plus (the Conclusive Rebate Amount, then U.S. “Objection Period”) to provide written notice to Buyer shall pay Sellers (the amount “Objection Notice”) of such excess by wire transfer any good faith objection to any portion of immediately available funds to Sellers’ Accounts. If (a) the Estimated Closing Date Statement of Net Working Capital Amount plus relating to the Conclusive Rebate Amount exceeds (b) calculation of the Closing Net Working Capital, which objection shall be set forth with reasonable detail in such Objection Notice; provided, however, notwithstanding anything in this Agreement to the contrary, the parties acknowledge and agree that if the disputed portions of the Closing Date Statement of Net Working Capital on shall be less than Twenty Thousand Dollars ($20,000.00) in aggregate, then (A) no such Objection Notice shall be delivered to Buyer and (B) the Conclusive Closing Date Statement of Net Working Capital Statement plus the Estimated Rebate Amount, then Sellers shall, and Sellers and U.S. as prepared by Buyer shall provide written instructions be deemed final and undisputed. During the Objection Period, the Seller Representative and its accountants will be permitted to examine the Escrow Agent to, remit to U.S. Buyer work papers and all back-up materials and memoranda used or generated in connection with the amount of such excess out preparation of the Closing Date Statement of Net Working Capital Escrow Amount andand such other documents as the Seller Representative may reasonably request in connection with its review of the Closing Date Statement of Net Working Capital, in and shall be provided access during normal business hours to the event such excesspersonnel of the Company for the purpose of reviewing and ascertaining the accuracy of the Closing Date Statement of Net Working Capital. Unless the Seller Representative delivers an Objection Notice before the expiration of the Objection Period, if any, exceeds the Closing Date Statement of Net Working Capital Escrow Amount held in (and the Escrow Account, then Sellers shall pay U.S. Buyer the amount of such excess by wire transfer of immediately available funds to a bank account designated by U.S. Buyer in writing at least three Business Days prior to the date of such payment. All payments to be made pursuant to this Section 2(h)(viClosing Net Working Capital reflected thereon or calculated therefrom) shall be made no later than the second Business Day following the date on which U.S. Buyer and Sellers agree, or are deemed to have agreed tobeen accepted and approved by Sellers and shall thereafter be final and binding upon Sellers for purposes of any post-closing adjustment set forth in this Section 2.4 (and any amounts to be paid pursuant to Section 2.4(g) shall thereupon be paid). In addition, or to the Neutral Arbitrator delivers, extent any portion of the Conclusive Closing Date Statement of Net Working Capital Statement and the Conclusive Rebate Amount. Following the determination or of the Conclusive calculation of the Closing Net Working Capital Statement shall not be expressly objected to in the Objection Notice, such matters shall be deemed to have been accepted and the Conclusive Rebate Amount approved by Sellers and the payment of shall be final and binding upon Sellers for purposes hereof (and any amount required amounts to be paid pursuant to this Section 2(h)(vi2.4(g) shall thereupon be paid), . If the Parties shall cause Seller Representative timely delivers an Objection Notice before the Escrow Agent to remit to Sellers the remaining balance, if any, expiration of the Objection Period, then those aspects of the Closing Date Statement of Net Working Capital Escrow Amount remaining under objected to in the Net Working Capital Escrow Agreement (i.e., the remaining Net Working Capital Escrow Amount, if any, together with all accrued investment income or interest on the Net Working Capital Escrow Amount), all Objection Notice shall not thereafter be final and binding until resolved in accordance with the provisions of the Net Working Capital Escrow Agreement.this Section 2.4. 15

Post-Closing Adjustment. If (ai) Within ninety (90) days after the Net Working Capital on Closing Date, Buyer shall prepare and deliver to Seller the Conclusive Net Working Capital Statement plus Closing Balance Sheet and a calculation of the Estimated Rebate Amount exceeds (b) the Estimated Net Working Capital Amount plus the Conclusive Rebate Cash Adjustment Amount, then U.S. Note Adjustment Amount and the Cash Consideration based upon such Closing Balance Sheet (the “Final Cash Consideration”). Seller and a single firm of independent public accountants designated by Seller (the “Seller’s Accountants”) will be entitled to reasonable access during normal business hours to the relevant records and working papers of Buyer shall pay Sellers to aid in their review of the amount of such excess by wire transfer of immediately available funds to Sellers’ Accounts. If (a) the Estimated Net Working Capital Amount plus the Conclusive Rebate Amount exceeds (b) the Net Working Capital on the Conclusive Net Working Capital Statement plus the Estimated Rebate Closing Balance Sheet, Cash Adjustment Amount, then Sellers shallNote Adjustment Amount and Final Cash Consideration. Seller will be solely responsible for all costs of the Seller’s Accountants. The Closing Balance Sheet, Cash Adjustment Amount, Note Adjustment Amount and Sellers Final Cash Consideration shall be deemed to be accepted by and U.S. Buyer shall provide written instructions be conclusive for the purposes of the adjustment described in this Section 2.3(c) with respect to the Escrow Agent to, remit Selling Parties except to U.S. Buyer the amount of such excess out of the Net Working Capital Escrow Amount and, in the event such excessextent, if any, exceeds that Seller shall have delivered, within thirty (30) days after the Net Working Capital Escrow Amount held date on which such Closing Balance Sheet is delivered to Seller, a written notice from Seller to Buyer stating each and every item to which Seller takes exception as not being in accordance with GAAP or otherwise being incorrect, specifying in reasonable detail the Escrow Accountnature and extent of any such exception (it being understood that any amounts not disputed shall be deemed accepted). If a change proposed by Seller is disputed by Buyer, then Sellers Buyer and Seller shall pay U.S. Buyer the amount negotiate in good faith to resolve such dispute. If, after a period of such excess by wire transfer of immediately available funds to a bank account designated by U.S. Buyer in writing at least three Business Days prior to the date of such payment. All payments to be made pursuant to this Section 2(h)(viten (10) shall be made no later than the second Business Day days following the date on which U.S. Seller gives Buyer notice of any such proposed change, any such proposed change still remains disputed, then PricewaterhouseCoopers LLP, or such other independent public accountants mutually agreed upon (the “Accounting Firm”), shall resolve any remaining disputes. The Accounting Firm shall act as an arbitrator to determine, based solely on presentations by Seller and Seller’s Accountant and Buyer and Sellers agreeits accounting firm, or are deemed and not by independent review, only those issues still in dispute. The Accounting Firm shall deliver to have agreed toSeller and Buyer, or the Neutral Arbitrator deliversas promptly as practicable, the Conclusive Net Working Capital Statement and the Conclusive Rebate Amounta report setting forth its findings. Following the determination The decision of the Conclusive Net Working Capital Statement Accounting Firm shall be final and the Conclusive Rebate Amount binding and the payment of any amount required pursuant to this Section 2(h)(vi), the Parties shall cause the Escrow Agent to remit to Sellers the remaining balance, if any, of the Net Working Capital Escrow Amount remaining under the Net Working Capital Escrow Agreement (i.e., the remaining Net Working Capital Escrow Amount, if any, together with all accrued investment income or interest on the Net Working Capital Escrow Amount), all be in accordance with the provisions of this Section 2.3(c). All of the Net Working Capital Escrow Agreementfees and expenses of the Accounting Firm shall be allocated between Buyer, on the one hand, and Seller, on the other hand, by the Accounting Firm based upon the percentage which the portion of the contested amount resolved in favor of Buyer or Seller, as the case may be, bears to the amount actually disputed by such Parties. For example, if Seller contests $1,000 of the Cash Adjustment Amount determined from the Closing Balance Sheet, and if the Accounting Firm ultimately resolves the dispute in favor of Seller by $600 of the $1,000 amount in dispute, then the costs and expenses of the Accounting Firm will be allocated 60% (i.e., 600/1,000) to Buyer and 40% (i.e., 400/1,000) to Seller.

Post-Closing Adjustment. If (ai) As soon as practicable after the Net Closing Date, but in any event no later than ninety (90) calendar days following the Closing Date, Buyer shall prepare and deliver to the Sellers’ Representative a calculation, all as of 12:01 AM Eastern Time on the Closing Date, of the Closing Working Capital on calculated in accordance with the Conclusive Net Accounting Principles (the “Final Closing Working Capital Statement plus the Estimated Rebate Amount exceeds (b) the Estimated Net Working Capital Amount plus the Conclusive Rebate AmountCapital”), then U.S. Buyer shall pay Sellers the amount of such excess by wire transfer of immediately available funds to Sellers’ Accounts. If Indebtedness (a) the Estimated Net Working Capital Amount plus the Conclusive Rebate Amount exceeds (b) the Net Working Capital on the Conclusive Net Working Capital Statement plus the Estimated Rebate “Final Indebtedness Amount, then Sellers shall”), and Sellers and U.S. Buyer shall provide written instructions to the Escrow Agent to, remit to U.S. Buyer the amount of unpaid Transaction Expenses (the “Final Transaction Expenses Amount”); which in each case shall be prepared in good faith. If the Sellers’ Representative disputes the Final Closing Working Capital, Final Indebtedness Amount, or Final Transaction Expenses Amount delivered by Buyer, then the Sellers’ Representative shall deliver a written statement to Buyer (the “Dispute Notice”) describing with reasonable detail the basis for any such excess out dispute within sixty (60) calendar days after receiving the Final Closing Working Capital, Final Indebtedness Amount, and Final Transaction Expenses Amount. If the Sellers’ Representative does not deliver the Dispute Notice to Buyer within such sixty (60) calendar day time period, then the determination of the Net Final Closing Working Capital Escrow Capital, Final Indebtedness Amount, and Final Transaction Expenses Amount andshall be deemed final and accepted by the Seller Members and the Sellers’ Representative. Buyer and the Sellers’ Representative shall cooperate and act in good faith in an effort to resolve any such dispute themselves. If such dispute is not finally resolved within thirty (30) calendar days after Buyer’s receipt of the Dispute Notice, Buyer, on the one hand, or the Sellers’ Representative, on the other hand, may promptly thereafter cause the Independent Accountant, acting as an expert and not an arbitrator, to review this Agreement and the disputed items or amounts in determining the Final Closing Working Capital, Final Indebtedness Amount, and Final Transaction Expenses Amount, as applicable. Within thirty (30) calendar days after submission to the Independent Accountant for resolution, Buyer and the Sellers’ Representative shall each indicate in writing their position on each disputed matter and each such Party’s determination of the amount thereof. The Independent Accountant shall make a written determination, acting as an expert and not an arbitrator, on each disputed matter no later than thirty (30) calendar days after receipt of each Party’s written submission pursuant to the preceding sentence and such determination will, absent manifest error, be conclusive and binding upon the Parties to this Agreement with respect to that disputed matter, subject to the indemnification rights otherwise contained herein. In conducting its review, the Independent Accountant shall consider only items in dispute, and shall base its determination solely on the written submissions of Buyer and the Sellers’ Representative (i.e., no independent investigation) to the Independent Accountant and the definitions and methodologies prescribed herein. The decision of the Independent Accountant for each item and amount in dispute must be within the range of values assigned to each such item as provided in the event such excess, if any, exceeds the Net Working Capital Escrow Amount held in the Escrow Account, then Sellers shall pay U.S. Buyer the amount of such excess by wire transfer of immediately available funds to a bank account designated by U.S. Buyer in writing at least three Business Days prior written submissions to the date Independent Accountant by each Party. The proposed Final Closing Working Capital, Final Indebtedness Amount, and Final Transaction Expenses Amount, as applicable, shall be revised as appropriate to reflect the resolution of any such payment. All payments to be made disputes pursuant to this Section 2(h)(vi) 2.04. The fees and expenses of the Independent Accountant shall be made no later than paid, by both the second Business Day following the date on which U.S. Buyer and Sellers agreeSeller Members, or are deemed to have agreed to, or the Neutral Arbitrator delivers, the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount. Following the determination of the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount and the payment of any amount required pursuant to this Section 2(h)(vi), the Parties shall cause the Escrow Agent to remit to Sellers the remaining balance, if any, of the Net Working Capital Escrow Amount remaining under the Net Working Capital Escrow Agreement (i.e., the remaining Net Working Capital Escrow Amount, if any, together with all accrued investment income or interest on the Net Working Capital Escrow Amount)one hand, all in accordance with and by Buyer, on the provisions of other hand, based upon the Net Working Capital Escrow Agreementpercentage that the amount actually contested but not awarded to the Seller Members or Buyer, respectively, bears to the aggregate amount actually contested by Seller Members and Buyer.

Post-Closing Adjustment. If Within one hundred twenty (a120) days after the Net Working Capital Closing, the Parent shall engage KPMG Peat Marwick LLP to audit a balance sheet prepared in accordance with generally accepted accounting principles ("GAAP") of the Company as of 5:00 PM (EST) on the Conclusive Net Working Capital Statement plus day prior to the Estimated Rebate Amount exceeds Closing Date (b) the Estimated Net Working Capital Amount plus "Closing Date Balance Sheet"). Such Closing Balance Sheet will utilize the Conclusive Rebate Amount, then U.S. Buyer shall pay Sellers accrual method of accounting notwithstanding the fact that the Company has heretofore utilized the cash-basis method of accounting in connection with its financial statements and taxes. If the aggregate shareholders' equity as shown on the Closing Date Balance Sheet is less than $270,000 (the amount of such excess shortfall being hereafter known as the "Net Worth Deficiency"), the Stockholders shall, at the sole discretion of the Parent and the Surviving Corporation within thirty (30) days of the date of delivery of the Closing Date Balance Sheet, shall pay within five (5) days of the date of determination of the Net Worth Deficiency (subject to the dispute resolution procedure set forth below) (i) 18% of the Net Worth Deficiency to the Parent in cash, by certified check or by wire transfer of immediately available funds funds, and (ii) 82% of the Net Worth Deficiency in Shares of Parent Common Stock which shall be valued at the "closing sales price" (as defined in SECTION 4(b)(i) of the Escrow Agreement attached hereto as EXHIBIT 1.6) for the ten (10) business day period immediately preceding the date the parties reach agreement as to Sellers’ Accountsany Net Worth Deficiency. The Parent shall have the option, at its sole discretion and notwithstanding any language to the contrary in the Escrow Agreement, to receive the shares of Parent Stock necessary to satisfy 82% of the Net Worth Deficiency from the Stockholders directly (i.e. not from the "Escrow Shares") or from the Escrow Shares. Notwithstanding anything in this SECTION 2 to the contrary, if there is any Net Worth Deficiency and the Stockholders dispute any item contained on the Closing Date Balance Sheet, the Stockholders shall notify the Parent in writing of each disputed item (collectively, the "Disputed Amounts"), and specify the amount thereof in dispute within thirty (30) business days after the delivery of the Closing Date Balance Sheet. If (a) the Estimated Net Working Capital Amount plus Parent and the Conclusive Rebate Amount exceeds (b) the Net Working Capital on the Conclusive Net Working Capital Statement plus the Estimated Rebate Amount, then Sellers shall, and Sellers and U.S. Buyer shall provide written instructions to the Escrow Agent to, remit to U.S. Buyer Stockholders cannot resolve any such dispute which would eliminate or reduce the amount of the Net Worth Deficiency, then such excess out dispute shall be resolved by an independent nationally recognized accounting firm which is reasonably acceptable to the Parent and the Stockholders (the "Independent Accounting Firm"). The determination of the Net Working Capital Escrow Amount and, in the event such excess, if any, exceeds the Net Working Capital Escrow Amount held in the Escrow Account, then Sellers shall pay U.S. Buyer the amount of such excess by wire transfer of immediately available funds to a bank account designated by U.S. Buyer in writing at least three Business Days prior to the date of such payment. All payments to be made pursuant to this Section 2(h)(vi) Independent Accounting Firm shall be made no later than as promptly as practical and shall be final and binding on the second Business Day following parties, absent manifest error which error may only be corrected by such Independent Accounting Firm. Any expenses relating to the date on which U.S. Buyer and Sellers agree, or are deemed to have agreed to, or engagement of the Neutral Arbitrator delivers, Independent Accounting Firm shall be allocated between the Conclusive Net Working Capital Statement Parent and the Conclusive Rebate Amount. Following Stockholders so that the determination Stockholders' aggregate share of such costs shall bear the same proportion to the total costs that the Disputed Amounts unsuccessfully contested by the Stockholders (as finally determined by the Independent Accounting Firm) bear to the total of the Conclusive Net Working Capital Statement and Disputed Amounts so submitted to the Conclusive Rebate Amount and the payment of any amount required pursuant to this Section 2(h)(vi), the Parties shall cause the Escrow Agent to remit to Sellers the remaining balance, if any, of the Net Working Capital Escrow Amount remaining under the Net Working Capital Escrow Agreement (i.e., the remaining Net Working Capital Escrow Amount, if any, together with all accrued investment income or interest on the Net Working Capital Escrow Amount), all in accordance with the provisions of the Net Working Capital Escrow AgreementIndependent Accounting Firm.

Post-Closing Adjustment. If (aA) Purchaser shall cause to be prepared and, as soon as practical, but in no event later than ninety (90) days after the Net Working Capital on Closing Date, shall cause to be delivered to Sxxxxxx, the Conclusive Net Working Capital Statement plus Purchaser’s calculation of the Estimated Rebate Amount exceeds Closing Date Balance Sheet (bthe “Purchaser Closing Date Balance Sheet”), together with a calculation of the following adjustment to the Sxxxxxx Closing Payment, as applicable (1) the Estimated Net Working Capital Amount plus the Conclusive Rebate Amount, then U.S. Buyer shall pay Sellers increasing the amount of such excess thereof by wire transfer of immediately available funds to Sellers’ Accounts. If (a) the Estimated Net Working Capital Amount plus the Conclusive Rebate Amount exceeds (b) the Net Working Capital on the Conclusive Net Working Capital Statement plus the Estimated Rebate Amount, then Sellers shall, and Sellers and U.S. Buyer shall provide written instructions to the Escrow Agent to, remit to U.S. Buyer the amount of such excess out of the Net Working Capital Escrow Amount and, in the event such excess, if any, exceeds the Net Working Capital Escrow Amount held in the Escrow Account, then Sellers shall pay U.S. Buyer the amount of such excess by wire transfer of immediately available funds to a bank account designated by U.S. Buyer in writing at least three Business Days prior to the date of such payment. All payments to be made pursuant to this Section 2(h)(vi) shall be made no later than the second Business Day following the date on which U.S. Buyer and Sellers agree, or are deemed to have agreed to, or the Neutral Arbitrator delivers, the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount. Following the determination of the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount and the payment of any amount required pursuant to this Section 2(h)(vi), the Parties shall cause the Escrow Agent to remit to Sellers the remaining balance, if any, of the Net Working Total Capital Escrow Amount remaining under shown on the Net Working Purchaser Closing Date Balance Sheet over the Base Total Capital Escrow Agreement (i.e.such excess, the remaining Net Working Capital Escrow Amount“Closing Date Balance Sheet Positive Adjustment”), or (2) decreasing the amount thereof by the excess, if any, together with all accrued investment income or interest of the Base Total Capital over the Total Capital shown on the Net Working Capital Escrow AmountPurchaser Closing Date Balance Sheet (such excess, the “Closing Date Balance Sheet Negative Adjustment”). Within five (5) Business Days of its delivery of the Purchaser Closing Date Balance Sheet, all Purchaser shall pay to Sxxxxxx the amount of the Closing Date Balance Sheet Positive Adjustment, if any, as determined by the Purchaser Closing Date Balance Sheet (the “Estimated Closing Adjustment Payment”) in accordance with such payment instructions as Sxxxxxx shall designate. In the provisions event that Purchaser does not deliver the Purchaser Closing Date Balance Sheet within such ninety (90)-day period, Sxxxxxx shall have the right to prepare the Closing Date Balance Sheet and Purchaser shall be deemed to have accepted in full the Closing Date Balance Sheet as prepared by Sxxxxxx, and, for purposes of determining the Net Working Capital Escrow AgreementClosing Date Balance Sheet Positive Adjustment or Closing Date Balance Sheet Negative Adjustment, as applicable, such Closing Date Balance Sheet shall be deemed final, binding and conclusive upon Purchaser and Sxxxxxx.

Post-Closing Adjustment. If (a) the Net Working Capital on the Conclusive Net Working Capital Statement plus the Estimated Rebate Amount exceeds (b) the Estimated Net Working Capital Amount plus the Conclusive Rebate AmountPost-Closing Adjustment is a positive amount, then U.S. Buyer shall pay Sellers an amount equal to the amount of such excess by wire transfer of immediately available funds Post-Closing Adjustment to Sellers’ AccountsSeller. If (a) the Estimated Net Working Capital Amount plus the Conclusive Rebate Amount exceeds (b) the Net Working Capital on the Conclusive Net Working Capital Statement plus the Estimated Rebate AmountPost-Closing Adjustment is a negative amount, then Sellers shall, and Sellers and U.S. Buyer Seller shall provide written instructions repay an amount equal to the Escrow Agent to, remit to U.S. Buyer the amount of such excess out absolute value of the Net Working Capital Escrow Amount and, in the event such excess, if any, exceeds the Net Working Capital Escrow Amount held in the Escrow Account, then Sellers Post-Closing Adjustment to Buyer. Any payment due under this Section 3.05 shall pay U.S. Buyer the amount of such excess be paid by wire transfer of immediately available funds to a bank account designated by U.S. Buyer in writing at least three Seller or a bank account designated by Buyer, as applicable, within five (5) Business Days prior to the date of such payment. All payments to be made pursuant to this Section 2(h)(vi) shall be made no later than the second Business Day following after the date on which U.S. Buyer the Final Closing Statement becomes conclusive and Sellers agree, or are deemed to have agreed to, or the Neutral Arbitrator delivers, the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount. Following the determination of the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount and the payment of any amount required pursuant to this Section 2(h)(vi), binding on the Parties shall cause the Escrow Agent to remit to Sellers the remaining balance, if any, of the Net Working Capital Escrow Amount remaining under the Net Working Capital Escrow Agreement (i.e., the remaining Net Working Capital Escrow Amount, if any, together with all accrued investment income or interest on the Net Working Capital Escrow Amount), all in accordance with the provisions of Section 3.04, and, if not paid within such period, shall bear interest at the Net Working Capital Escrow AgreementInterest Rate. All computations of interest shall be made in accordance with Section 13.17. Notwithstanding anything herein to the contrary, Buyer and Seller agree that (a) if the estimated amount of Liabilities under the Taiwan Labor Standards Act Retirement Plan and Taiwan Supplementary Pension Plan arising with respect to Active Participants as of the Effective Time (as such amount is mutually agreed in good faith after Closing by Buyer and Seller) (the “Trued-Up Taiwan Pension Amount”) is less than $954,000, either (x) the amount of the Post-Closing Adjustment to be paid to Seller shall be increased (if the Post-Closing Adjustment is a positive amount) or (y) the amount of the Post-Closing Adjustment to be paid to Buyer shall be decreased (if the Post-Closing Adjustment is a negative amount), as applicable, by the amount by which the Trued-Up Taiwan Pension Amount is less than $954,000 and (b) if the Trued-Up Taiwan Pension Amount is higher than $954,000, either (x) the amount of the Post-Closing Adjustment to be paid to Seller shall be decreased (if the Post-Closing Adjustment is a positive amount) or (y) the amount of the Post-Closing Adjustment to be paid to Buyer shall be increased (if the Post-Closing Adjustment is a negative amount), as applicable, by the amount by which the Trued-Up Taiwan Pension Amount is higher than $954,000.

Post-Closing Adjustment. If (a) the Net Working Capital on the Conclusive Net Working Capital Statement plus the Estimated Rebate Amount exceeds (b) the Estimated Net Working Capital Amount plus the Conclusive Rebate Amount, then U.S. Buyer shall pay Sellers the amount of such excess by wire transfer of immediately available funds to Sellers’ Accounts. If (a) the Estimated Net Working Capital Amount plus the Conclusive Rebate Amount exceeds (b) the Net Working Capital on the Conclusive Net Working Capital Statement plus the Estimated Rebate Amount, then Sellers shall, and Sellers agree that during a period of one hundred twenty (120) days following the Closing Date ("Post Closing Adjustment Period"), Buyer and U.S. Buyer shall provide written instructions Sellers will determine the adjustments to be made to the Escrow Agent to, remit Preliminary Closing Balance Sheet to U.S. Buyer arrive at the amount of such excess out Closing Balance Sheet and final determinations of the Net Working Capital Escrow Amount andWorth Adjustment based on the Closing Balance Sheet. Adjustments shall include but not be limited to: (1) uncollected Trade Accounts Receivable provided for in Section 10.1; (2) rebates received by KBI after Closing for goods purchased prior to Closing; (3) returns and allowances for goods sold or delivered prior to Closing; (4) changes in the liabilities of the Business as of the Closing Date; and (5) changes in the tax reserves or other reserves of the Business as of the Closing Date. Within one hundred twenty (120) days after the Closing Date, Buyer and Sellers shall submit to the other all adjustments (together with supporting detail) they believe should be made to the Estimated Purchase Price determined at Closing in order to arrive at the Closing Balance Sheet. Sellers and Buyer shall have forty-five (45) days after receipt of such list of adjustments to object to any of the adjustments in writing to each other. Any adjustments that are not objected to during such forty-five (45) day period shall be deemed to be agreed to by the other party. Buyer and Sellers agree to negotiate and attempt to resolve in good faith any adjustments to which objections have been raised during the period of ten (10) days following receipt of objections. Any adjustments to the Estimated Purchase Price that either party has objected to and has not been resolved during the ten (10) day period following the objection shall be settled in accordance with the CPA Procedure. At the end of the Post Closing Adjustment Period, Buyer and Sellers agree to pay to each other, in immediately available funds, the event such excessamounts owed, if any, exceeds the Net Working Capital Escrow Amount held in the Escrow Account, then Sellers shall pay U.S. Buyer the amount of such excess by wire transfer of immediately available funds to a bank account designated by U.S. Buyer in writing at least three Business Days prior either party to the date other party to the other as a result of such payment. All payments to be made pursuant to this Section 2(h)(vi) any differences between the Preliminary Closing Balance Sheet and the Closing Balance Sheet; provided that if the Post Closing Adjustment is less than $50,000 no adjustment shall be made no later than the second Business Day following the date on which U.S. Buyer and Sellers agree, or are deemed to have agreed to, or the Neutral Arbitrator delivers, the Conclusive Net Working Capital Statement and the Conclusive Rebate Amountmade. Following the determination The Post Closing Adjustment shall not be considered an item of the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount and the payment Damages for purposes of any amount required pursuant to this Section 2(h)(vi), the Parties shall cause the Escrow Agent to remit to Sellers the remaining balance, if any, of the Net Working Capital Escrow Amount remaining under the Net Working Capital Escrow Agreement (i.e., the remaining Net Working Capital Escrow Amount, if any, together with all accrued investment income or interest on the Net Working Capital Escrow Amount), all in accordance with the provisions of the Net Working Capital Escrow AgreementArticle XIII.

Post-Closing Adjustment. If (a) Within 60 calendar days following the Net Closing, Purchaser shall prepare and deliver to Seller a statement setting forth Purchaser’s calculation of (i) the Working Capital on Adjustment and (ii) the Conclusive Closing Date Net Indebtedness. The calculation of the Closing Date Working Capital Statement plus shall be prepared in accordance with GAAP applied in a manner consistent with the Estimated Rebate Amount exceeds (b) audited Financial Statements and by otherwise applying the Estimated same methodologies and accounting policies used in and otherwise on a basis consistent with the preparation of the audited Financial Statements, in all cases, except to the extent otherwise expressly provided in Exhibit A or in the definition of Closing Date Working Capital. The calculation of Closing Date Net Indebtedness shall be prepared in accordance with the definition of “Closing Date Net Indebtedness”. The “Working Capital Amount plus Adjustment“ means an amount (which amount may be positive or negative) equal to the Conclusive Rebate AmountClosing Date Working Capital minus the Target Working Capital. “Closing Date Working Capital“ means the net amount, then U.S. Buyer shall pay Sellers as of the Closing (but without giving effect to any actions of Purchaser, or to actions of the Company or its Subsidiaries taken at the Closing that are contemplated by this Agreement) of the accounts of the Company and its Subsidiaries, on a consolidated basis, including the aggregate amount of such excess the SEO Rebate Payables and the adjustment prescribed by wire transfer of immediately available funds to Sellers’ Accounts. If (a) the Estimated Net Working Capital Amount plus the Conclusive Rebate Amount exceeds (b) the Net Working Capital on the Conclusive Net Working Capital Statement plus the Estimated Rebate Amount, then Sellers shallSection 1.04(i), and Sellers excluding the Excluded Assets and U.S. Buyer shall provide written instructions related Liabilities, determined, subject to the Escrow Agent toSections 1.04(h), remit to U.S. Buyer the amount of such excess out of the Net Working Capital Escrow Amount and1.04(i) and 1.04(j), in accordance with Exhibit A (for the event such excessavoidance of doubt, if any, exceeds the Net Working Capital Escrow Amount held amounts included in the Escrow Account, then Sellers shall pay U.S. Buyer the amount of such excess by wire transfer of immediately available funds to a bank account designated by U.S. Buyer in writing at least three Business Days prior to the date of such payment. All payments to be made pursuant to this Section 2(h)(vi) shall be made no later than the second Business Day following the date on which U.S. Buyer and Sellers agree, or are deemed to have agreed to, or the Neutral Arbitrator delivers, the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount. Following the determination of the Conclusive Closing Date Net Indebtedness shall be excluded from the determination of the Closing Date Working Capital). “Closing Date Net Indebtedness“ means Net Indebtedness of the Company and its Subsidiaries as of the Closing Date. For purposes of illustration, Exhibit A sets forth the calculation, from the combined balance sheet of the Company and its Subsidiaries as at December 31, 2006, of what the Closing Date Working Capital Statement and would be if the Conclusive Closing Date had been December 31, 2006, without regard for the SEO Rebate Amount and Payables or the payment adjustments prescribed by Section 1.04(i). The calculation of Closing Date Working Capital shall be prepared without giving effect to any amount required pursuant to this Section 2(h)(vi), the Parties shall cause the Escrow Agent to remit to Sellers the remaining balance, if any, actions of the Net Working Capital Escrow Amount remaining under the Net Working Capital Escrow Agreement (i.e.Purchaser, the remaining Net Working Capital Escrow Amount, if any, together with all accrued investment income or interest on the Net Working Capital Escrow Amount), all in accordance with the provisions to any actions of the Net Working Capital Escrow Company or its Subsidiaries taken at the Closing that are contemplated by this Agreement.

Post-Closing Adjustment. If Within 30 days after the OBWC notice of change (ai.e., Form 816) is sent to Ohio employers of the Business, Buyer shall cause to be prepared a schedule setting forth the following: (i) each Disenrolling Employer and the annual workers' compensation premiums associated with such Disenrolling Employer (the "Lost Annual Premiums"); (ii) the Net Working Capital on lost revenue of CIC caused by the Conclusive Net Working Capital Statement plus Open Enrollment Period, which amount shall be determined by multiplying the Estimated Rebate Amount exceeds total amount of the Lost Annual Premiums by 6.2% (bthe "Lost Revenue"); and (iii) and the Estimated Net Working Capital Amount plus total amount of the Conclusive Rebate Amountadjustment to the Purchase Price, then U.S. Buyer which amount shall pay Sellers be determined by multiplying the Lost Revenue by a fraction, the numerator of which shall be $5,750,000 and the denominator of which shall be $14,068,500 (the "Post-Closing Purchase Price Adjustment"). The Post-Closing Purchase Price Adjustment shall be applied to reduce the six Deferred Payments dollar-for-dollar. An amount equal to one-sixth of the Post-Closing Purchase Price Adjustment shall be applied to reduce each Deferred Payment. In all cases, the Post-Closing Purchase Price Adjustment shall be applied to reduce a Deferred Payment after the application of the credit against such Deferred Payment described in Section 2.7, below. If for any year the amount of the Post-Closing Purchase Price Adjustment to be applied for that year is not so applied (for example, because the credit against such excess by wire transfer of immediately available funds to Sellers’ Accounts. If (a) the Estimated Net Working Capital Amount Deferred Payment for that year plus the Conclusive Rebate Amount Post-Closing Purchase Price Adjustment applied for that year exceeds (b) the Net Working Capital on the Conclusive Net Working Capital Statement plus the Estimated Rebate AmountDeferred Payment due for that year), then Sellers shallany unapplied amount shall be carried-over and applied in the following year, and Sellers and U.S. Buyer shall provide written instructions with the intention of the parties that the entire amount of the Post-Closing Purchase Price Adjustment be applied to the Escrow Agent to, remit to U.S. Buyer the amount of such excess out of the Net Working Capital Escrow Amount and, in the event such excess, if any, exceeds the Net Working Capital Escrow Amount held in the Escrow Account, then Sellers shall pay U.S. Buyer the amount of such excess by wire transfer of immediately available funds to a bank account designated by U.S. Buyer in writing at least three Business Days prior to the date of such payment. All payments to be made pursuant to this Section 2(h)(vi) shall be made no later than the second Business Day following the date on which U.S. Buyer and Sellers agree, or are deemed to have agreed to, or the Neutral Arbitrator delivers, the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount. Following the determination of the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount and the payment of any amount required pursuant to this Section 2(h)(vi), the Parties shall cause the Escrow Agent to remit to Sellers the remaining balance, if any, of the Net Working Capital Escrow Amount remaining under the Net Working Capital Escrow Agreement (i.e., the remaining Net Working Capital Escrow Amount, if any, together with all accrued investment income or interest on the Net Working Capital Escrow Amount), all in accordance with the provisions of the Net Working Capital Escrow AgreementDeferred Payments.

Post-Closing Adjustment. If (a) As soon as reasonably practicable, and in any event within ninety (90) days, after the Net Closing Date, Purchaser shall deliver to Sellers a written statement (the “Closing Statement”) setting forth its calculation as of the Effective Time of (i) the Closing Date Cash Adjustment Amount, (ii) Closing Date Working Capital on the Conclusive Net Working Capital Statement plus the Estimated Rebate Adjustment Amount, (iii) Closing Date Indebtedness Adjustment Amount exceeds and (biv) the Estimated Net Working Capital Amount plus Purchase Price, in each case, separately, with respect to each of CPV Power Holdings LP, CPVI and CPV REC and in accordance with the Conclusive Rebate AmountAccounting Principles, then U.S. Buyer shall pay Sellers the amount of such excess by wire transfer of immediately available funds to Sellers’ Accountstogether with reasonable supporting information. If (a) Purchaser does not deliver the Estimated Net Working Capital Amount plus the Conclusive Rebate Amount exceeds (b) the Net Working Capital Closing Statement on the Conclusive Net Working Capital Statement plus the Estimated Rebate Amount, then Sellers shall, and Sellers and U.S. Buyer shall provide written instructions to the Escrow Agent to, remit to U.S. Buyer the amount of such excess out of the Net Working Capital Escrow Amount and, in the event such excess, if any, exceeds the Net Working Capital Escrow Amount held in the Escrow Account, then Sellers shall pay U.S. Buyer the amount of such excess by wire transfer of immediately available funds to a bank account designated by U.S. Buyer in writing at least three Business Days or prior to the date that is ninety (90) days after the Closing Date, then, at the election of such payment. All payments Sellers, the Estimated Closing Date Statement shall be deemed to be made pursuant the Closing Statement. In the event that Purchaser fails to timely deliver the Closing Statement in accordance with this Section 2(h)(vi2.05(a) shall be made no later than the second Business Day following the date on which U.S. Buyer and Sellers agreehave not elected to deem the Estimated Closing Date Statement as the Closing Statement, or are deemed Sellers shall deliver written notice to have agreed toPurchaser with respect to such failure and if Purchaser has not cured such failure within five (5) Business Days of receiving such written notice, or then Sellers may, by written notice delivered to Purchaser within five (5) Business Days of the Neutral Arbitrator deliversend of Purchaser’s cure period provided in this sentence (a “Sellers’ Election Notice”), elect to prepare and deliver the Conclusive Net Working Capital Closing Statement and the Conclusive Rebate Amount. Following the determination components thereof to Purchaser, which shall be delivered to Purchaser within forty-five (45) days following delivery of the Conclusive Net Working Capital Sellers’ Election Notice. In the event that Sellers deliver a Sellers’ Election Notice, Sellers may retain a nationally recognized independent accounting or financial consulting firm to prepare the Closing Statement and the Conclusive Rebate Amount and the payment of any amount required pursuant to components thereof consistent with this Section 2(h)(vi2.05(a); provided, however, that Sellers reserve any and all other rights granted to them in this Agreement. In the event that Sellers deliver to Purchaser the Closing Statement as provided in this Section 2.05(a), Purchaser will be entitled to dispute any matter set forth in the Parties shall cause the Escrow Agent to remit to Sellers the remaining balance, if any, of the Net Working Capital Escrow Amount remaining under the Net Working Capital Escrow Agreement (i.e., the remaining Net Working Capital Escrow Amount, if any, together with all accrued investment income or interest on the Net Working Capital Escrow Amount), all Closing Statement in accordance with Section 2.05(b), mutatis mutandis. The Parties shall provide to each other such data and information as such Parties may reasonably request in connection with the provisions preparation and review of the Net Working Capital Escrow AgreementClosing Statement.

Post-Closing Adjustment. If Within sixty (60) days following ----------------------- the Closing, the actual Purchase Price Adjustment as of the Closing Date shall be determined by 4MC and 4MC shall provide to the Shareholders a written notice (the "Post Closing Adjustment Notice") setting forth the (a) the Net Working Capital on the Conclusive Net Working Capital Statement plus the Estimated Rebate Amount exceeds Debt Amount, (b) the Estimated Net Working Capital Amount plus the Conclusive Rebate AmountShortfall, then U.S. Buyer shall pay Sellers the amount of such excess by wire transfer of immediately available funds to Sellers’ Accounts. If (ac) the Estimated Net Working Capital Amount plus the Conclusive Rebate Amount exceeds Payoff Differential, (bd) the Net Working Capital on the Conclusive Net Working Capital Statement plus the Estimated Rebate AmountPayoff Penalties, then Sellers shall(e) Overtime Adjustment, (f) 481 Adjustment, and Sellers (g) Medicare Tax, calculated as of the Closing Date, together with a letter from PricewaterhouseCoopers LLP ("Coopers") stating that the determination of the Purchase Price Adjustment has been fairly presented in all material respects and U.S. Buyer consistent with the terms of this Agreement. The Post Closing Adjustment Notice shall provide written instructions to reasonable detail supporting the Escrow Agent to, remit to U.S. Buyer calculations made by 4MC in determining the amount of such excess out Purchase Price Adjustment as of the Net Working Capital Escrow Amount andClosing Date and shall be accompanied by a certificate of 4MC's chief accounting officer that, in the opinion of such officer, after examining the books and records of the Company and its Subsidiaries, the Post Closing Adjustment Notice represents fairly the Purchase Price Adjustment in all material respects. In the event the Shareholders dispute 4MC's determination of the Purchase Price Adjustment as of the Closing Date as set forth in the Post Closing Adjustment Notice, then the parties shall negotiate in good faith for thirty (30) days to reach an agreement on the final determination of the Purchase Price Adjustment. If the parties are unable to reach an agreement within such thirty (30) day period, the parties then shall submit their dispute to binding arbitration with a national accounting firm other than Coopers (or any other accounting firm having a relationship with either party). If the Purchase Price Adjustment as finally determined exceeds the amount calculated pursuant to Section 2.2.3 above, then the Shareholders shall immediately return to 4MC cash in an amount equal to such excess, if any, exceeds . If the Net Working Capital Escrow Amount held in Purchase Price Adjustment as finally determined is less than the Escrow Accountamount calculated pursuant to Section 2.2.3 above, then Sellers 4MC shall immediately pay U.S. Buyer the amount of such excess by wire transfer of immediately available funds to a bank account designated by U.S. Buyer in writing at least three Business Days prior cash to the date of such paymentShareholders an amount equal to the difference. All payments to be made The parties expressly acknowledge and agree that any amount payable pursuant to this Section 2(h)(vi) 2.2.4 shall not be made no later than the second Business Day following the date on which U.S. Buyer and Sellers agree, or are deemed subject to have agreed to, or the Neutral Arbitrator delivers, the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount. Following the determination of the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount and the payment of any amount required pursuant to this Section 2(h)(vi), the Parties shall cause the Escrow Agent to remit to Sellers the remaining balance, if any, of the Net Working Capital Escrow Amount remaining under the Net Working Capital Escrow Agreement (i.e., the remaining Net Working Capital Escrow Amount, if any, together with all accrued investment income or interest on the Net Working Capital Escrow Amount), all in accordance with the provisions of the Net Working Capital Escrow AgreementSection 13.7.1 below.

Post-Closing Adjustment. If the Final Adjusted Net Working Capital (aas determined in accordance with this Section 1.3) is greater than the Adjusted Net Working Capital Benchmark, the Members shall be entitled to receive (in accordance with the Member Allocation) from Parent, in cash and without interest thereon, an amount equal to the amount by which the Final Adjusted Net Working Capital exceeds the Adjusted Net Working Capital Benchmark on a dollar-for-dollar basis. If the Final Adjusted Net Working Capital is less than the Adjusted Net Working Capital Benchmark (such amount, the “Working Capital Shortfall”), Parent shall be entitled to receive from each Member, in cash and without interest thereon, an amount equal to its pro rata share determined in accordance with the Member Allocation) of the amount by which the Adjusted Net Working Capital Benchmark exceeds the Final Adjusted Net Working Capital on the Conclusive a dollar-for-dollar basis. For purposes of this Section 1.3, “Adjusted Net Working Capital Statement plus the Estimated Rebate Amount exceeds (b) the Estimated Benchmark” shall mean a normalized level of Adjusted Net Working Capital Amount plus the Conclusive Rebate Amount, then U.S. Buyer shall pay Sellers the amount of such excess by wire transfer of immediately available funds to Sellers’ Accounts. If (a) the Estimated Net Working Capital Amount plus the Conclusive Rebate Amount exceeds (b) the Net Working Capital on the Conclusive Net Working Capital Statement plus the Estimated Rebate Amount, then Sellers shall, and Sellers and U.S. Buyer shall provide written instructions to the Escrow Agent to, remit to U.S. Buyer the amount of such excess out of the Net Working Capital Escrow Amount andCompany and the Company Subsidiaries as of the Closing taking into account the historical operation of the business in the ordinary course and adjusting for Expenses paid or accrued as of the Closing as agreed upon by the Parties acting in good faith, provided, however, in the event such excessClosing shall have not occurred by March 31, if any, exceeds the Net Working Capital Escrow Amount held in the Escrow Account, then Sellers shall pay U.S. Buyer the amount of such excess by wire transfer of immediately available funds to a bank account designated by U.S. Buyer in writing at least three Business Days prior to the date of such payment. All payments to be made pursuant to this Section 2(h)(vi) shall be made no later than the second Business Day following the date on which U.S. Buyer and Sellers agree, or are deemed to have agreed to, or the Neutral Arbitrator delivers, the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount. Following the determination of the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount and the payment of any amount required pursuant to this Section 2(h)(vi)2011, the Parties shall cause negotiate in good faith to adjust the Escrow Agent to remit to Sellers the remaining balance, if any, of the Adjusted Net Working Capital Escrow Amount remaining under Benchmark. Any payment required by this Section 1.3(c) to be paid to the Members shall be paid by wire transfer to the account designated by the Member Representatives and, with respect to any payment required by this Section 1.3(c) to be paid to Parent, shall be paid by wire transfer to the account designated by Parent, within ten (10) days after final determination of the Final Net Working Capital Escrow Agreement (i.e., the remaining Net Working Capital Escrow Amount, if any, together with all accrued investment income or interest on the Net Working Capital Escrow Amount), all in accordance with this Section 1.3. Any adjustments to the provisions of Cash Consideration and/ or the Net Working Capital Escrow AgreementEquity Consideration under this Section 1.3 shall be deemed an adjustment to the Merger Consideration.

Post-Closing Adjustment. If (a) As promptly as practicable, but not more than seventy five (75) days after the Closing Date (the date on which the Closing Date Balance Sheet is delivered, the “Closing Financial Statements Delivery Date”), the Purchaser shall cause the Company to prepare and deliver to the Selling Shareholders a balance sheet of the Company (the “Closing Date Balance Sheet”) as of the Closing Date and a calculation of Closing Date Net Working Capital on and the Conclusive Closing Date Fixed Assets and the resulting adjustments to the Purchase Price specified in this Section 2.3(a) and proration of any rents, prepaid items (including client fees) and other applicable items as of the Closing Date (the “Post-Closing Adjustment”). The Closing Date Balance Sheet and such calculations shall be accompanied by a certificate of the Purchaser’s Chief Financial Officer to the effect that (x) the Closing Date Balance Sheet presents fairly, in all material respects in accordance with GAAP, the financial condition of the Company as of the Closing Date and (y) the Closing Date Fixed Assets and Closing Date Net Working Capital Statement plus were calculated in accordance with GAAP and the Estimated Rebate Amount exceeds (b) provisions of this Agreement. The Selling Shareholders and their Representatives shall be entitled to reasonable access during normal business hours to the Estimated relevant records, personnel and working papers, and shall be entitled to copies of such records and working papers, of the Company to aid in the review of the Closing Date Balance Sheet and the calculations of the Closing Date Fixed Assets and Closing Date Net Working Capital. The Closing Date Balance Sheet and the calculation of the Closing Date Fixed Assets and Closing Date Net Working Capital Amount plus shall be deemed to be accepted by the Conclusive Rebate Amount, then U.S. Buyer Selling Shareholders and shall pay Sellers be conclusive for the amount of such excess by wire transfer of immediately available funds to Sellers’ Accounts. If (a) the Estimated Net Working Capital Amount plus the Conclusive Rebate Amount exceeds (b) the Net Working Capital on the Conclusive Net Working Capital Statement plus the Estimated Rebate Amount, then Sellers shall, and Sellers and U.S. Buyer shall provide written instructions to the Escrow Agent to, remit to U.S. Buyer the amount of such excess out purposes of the Net Working Capital Escrow Amount and, adjustment described in Section 2.3(b) except in the event such excessthat the Selling Shareholders shall have delivered, if anywithin thirty (30) days after the Closing Financial Statements Delivery Date (the “Objection Period”), exceeds the Net Working Capital Escrow Amount held in the Escrow Account, then Sellers shall pay U.S. Buyer the amount of such excess by wire transfer of immediately available funds to a bank account designated by U.S. Buyer in writing at least three Business Days prior written notice to the date Purchaser setting forth objections thereto. If a change proposed by the Selling Shareholders is disputed by Purchaser then the Selling Shareholders and Purchaser shall negotiate in good faith to resolve such dispute. If, after a period of such payment. All payments to be made pursuant to this Section 2(h)(vithirty (30) shall be made no later than the second Business Day days following the date on which U.S. Buyer the Selling Shareholders deliver to Purchaser notice of proposed changes (the “Discussion Period”), any such proposed change still remains disputed, then Purchaser and Sellers agreethe Selling Shareholders hereby agree that both parties will make presentations to a mutually agreed upon independent accounting firm (the “Accounting Arbitrator”), or which shall resolve any remaining disputes. The Accounting Arbitrator shall act as an arbitrator to make a determination with respect to the issues that are disputed by the parties, based on the presentations by both the Selling Shareholders and the Purchaser, and by independent review by the Accounting Arbitrator if deemed necessary in the sole discretion of the Accounting Arbitrator, which determination shall be limited to have agreed toonly those issues that remain in dispute. The decision of the Accounting Arbitrator shall be made within thirty (30) days following submission of the dispute to the Accounting Arbitrator and shall be final and binding. The fees and expenses of the Accounting Arbitrator, or if any, shall be split between the Neutral Arbitrator delivers, Purchaser and the Conclusive Selling Shareholders. The date (the “Determination Date”) on which Closing Date Net Working Capital Statement and the Conclusive Rebate Amount. Following the determination of the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount and the payment of any amount required is finally determined pursuant to this Section 2(h)(vi), 2.3(a) shall be deemed to be the Parties shall cause the Escrow Agent to remit to Sellers the remaining balance, if any, earliest of the Net Working Capital Escrow Amount remaining under following dates: (i) the Net Working Capital Escrow Agreement (i.e., the remaining Net Working Capital Escrow Amount, if any, together with all accrued investment income or interest on the Net Working Capital Escrow Amount), all in accordance with the provisions date of expiration of the Net Working Capital Escrow AgreementObjection Period if the Selling Shareholders have not delivered written notice of objection thereto prior to such date; (ii) the date of expiration of the Discussion Period if Purchaser and the Selling Shareholders have resolved all disputed amounts prior to such date; or (iii) the date on which the Accounting Arbitrator determines the disputed amounts.

Post-Closing Adjustment. If The “Post-Closing Adjustment” shall be equal to (aa)(i) the Net Final Working Capital on Adjustment Amount minus (ii) the Conclusive Net Estimated Working Capital Statement plus the Estimated Rebate Adjustment Amount exceeds minus (b) the Estimated Net Working Capital Amount plus the Conclusive Rebate Amount, then U.S. Buyer shall pay Sellers (i) the amount of Indebtedness of the Company set forth in the Final Closing Statement minus (ii) the amount of Indebtedness of the Company set forth in the Estimated Closing Statement plus (c)(i) the Final CapEx Adjustment Amount minus (ii) the Estimated CapEx Adjustment Amount plus (d)(i) the Recoverable Costs Amount set forth in the Final Closing Statement minus (ii) the Estimated Recoverable Costs Amount. If the Post-Closing Adjustment is a positive amount, then Purchaser shall, and Parent shall cause Purchaser to, pay in cash to Seller (or one or more Affiliates designated by Seller) the amount of the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative amount, then Seller (or an Affiliate designated by Seller) shall pay in cash to Purchaser the absolute value of the amount of the Post-Closing Adjustment. Any such excess payment pursuant to this Section 2.7 shall be made within ten Business Days after the determination of the Final Closing Statement by wire transfer of immediately available funds funds. The Parties acknowledge and agree that the Closing Payment Adjustments pursuant to Sellers’ Accounts. If (a) Section 2.2 and the Estimated Net Working Capital Amount plus the Conclusive Rebate Amount exceeds (b) the Net Working Capital on the Conclusive Net Working Capital Statement plus the Estimated Rebate Amount, then Sellers shall, and Sellers and U.S. Buyer shall provide written instructions to the Escrow Agent to, remit to U.S. Buyer the amount of such excess out of the Net Working Capital Escrow Amount and, in the event such excess, if any, exceeds the Net Working Capital Escrow Amount held in the Escrow Account, then Sellers shall pay U.S. Buyer the amount of such excess by wire transfer of immediately available funds to a bank account designated by U.S. Buyer in writing at least three Business Days prior to the date of such payment. All payments to be made Post-Closing Adjustment pursuant to this Section 2(h)(vi2.7 (and other applicable provisions of this Agreement) shall will be made read to ensure that (i) there is no later than the second Business Day following the date on which U.S. Buyer benefit to Seller as a result of Hurricane Xxxxxxx and Sellers agree, or are deemed to have agreed to, or the Neutral Arbitrator delivers, the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount. Following the determination (ii) there is no duplication of the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount and the payment of any amount required pursuant amounts set forth above in this Agreement with respect to this Section 2(h)(vi), the Parties shall cause the Escrow Agent to remit to Sellers the remaining balance, if any, of the Net Working Capital Escrow Amount remaining under the Net Working Capital Escrow Agreement (i.e., the remaining Net Working Capital Escrow Amount, if any, together with all accrued investment income or interest on the Net Working Capital Escrow Amount), all in accordance with the provisions of the Net Working Capital Escrow AgreementHurricane Xxxxxxx.

Post-Closing Adjustment. If As soon as practicable after the Closing (abut in any event within ten (10) business days thereof), Purchaser shall cause its accountants to calculate the actual Net Working Capital on Amount and to deliver such calculation to Seller. Seller must within five (5) business days of receipt of same (the Conclusive "Receipt Date") confirm whether or not it agrees with the calculation of such actual Net Working Capital Statement plus Amount and, if it does not, it will cause accountants selected by Seller, at Seller's cost, to review the Estimated Rebate same and to confirm to Purchaser's accountants within ten (10) business days of the Receipt Date whether or not they agree with such calculation of the actual Net Working Capital Amount exceeds and if they do not, specifying in reasonable detail the points of disagreement. Purchaser and its accountants will provide Seller's accountants with full and complete access to the necessary books, records and working papers. Purchaser and Seller shall then instruct their respective accountants to seek to resolve the points of disagreement and agree upon the actual Net Working Capital Amount. If either (bi) Seller agrees with Purchaser's accountants' calculation of the actual Net Working Capital Amount or (ii) Purchaser's accountants and Seller's accountants agree upon the same (with such further adjustments as they may agree upon) within twenty (20) business days of the Receipt Date, the amount so agreed upon shall be the actual Net Working Capital Amount. If Purchaser's and Seller's accountants do not agree upon the actual Net Working Capital Amount pursuant to the procedures set forth above, Purchaser's and Seller's accountants shall jointly select from the "Big Five" accounting firms a firm of independent public accountants which has not performed any services since January 1, 1996 for either Purchaser or Seller or their respective affiliates, to act as an arbitrator (the "Arbitrator") to determine the actual Net Working Capital Amount. All determinations made by the Arbitrator shall be final, conclusive and binding with respect to the actual Net Working Capital Amount. Fees and expenses of the Arbitrator shall be shared equally by Purchaser and Seller. To the extent that the actual Net Working Capital Amount (determined in accordance with the procedure set forth in this Section 1.4 ), is greater than the Estimated Net Working Capital Amount plus the Conclusive Rebate Amount, then U.S. Buyer Purchaser shall pay Sellers to Seller within one (1) business day of the date of such determination the amount of such excess excess, together with interest thereon at the rate of 8% per annum from the Closing Date to the date of payment, by wire transfer of immediately available funds to Sellers’ Accountsan account designated in writing for such purpose by Seller within two (2) business days prior to the Closing Date. If (a) To the extent that the Estimated Net Working Capital Amount plus is greater than the Conclusive Rebate Amount exceeds (b) the actual Net Working Capital on Amount (determined in accordance with the Conclusive Net Working Capital Statement plus procedure set forth in this Section 1.4), Seller shall pay to Purchaser within one (1) business day of the Estimated Rebate Amount, then Sellers shall, and Sellers and U.S. Buyer shall provide written instructions to the Escrow Agent to, remit to U.S. Buyer date of such determination the amount of such excess out of the Net Working Capital Escrow Amount and, in the event such excess, if anytogether with interest thereon at the rate of 8% per annum from the Closing Date to the date of payment, exceeds the Net Working Capital Escrow Amount held in the Escrow Account, then Sellers shall pay U.S. Buyer the amount of such excess by wire transfer of immediately available funds to a bank an account designated by U.S. Buyer in writing at least three Business Days for such purpose by Purchaser within two (2) business days prior to the date of such payment. All payments to be made pursuant to this Section 2(h)(vi) shall be made no later than the second Business Day following the date on which U.S. Buyer and Sellers agree, or are deemed to have agreed to, or the Neutral Arbitrator delivers, the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount. Following the determination of the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount and the payment of any amount required pursuant to this Section 2(h)(vi), the Parties shall cause the Escrow Agent to remit to Sellers the remaining balance, if any, of the Net Working Capital Escrow Amount remaining under the Net Working Capital Escrow Agreement (i.e., the remaining Net Working Capital Escrow Amount, if any, together with all accrued investment income or interest on the Net Working Capital Escrow Amount), all in accordance with the provisions of the Net Working Capital Escrow AgreementClosing Date.

Post-Closing Adjustment. If (a) Notwithstanding the foregoing provisions of SECTION 2.2, the Purchase Price is based on the Net Working Capital Asset Value as of September 30, 1998, as shown on the Conclusive Closing Net Working Capital Asset Statement plus in SCHEDULE 1.1. After the Estimated Rebate Amount exceeds Closing, the Net Asset Value shall be mutually determined by the parties and the Purchase Price shall be adjusted to reflect changes in the Net Asset Value since September 30, 1998 to the Effective Date. If the adjustment is a negative amount, it will be applied equally to the two installments of Sellers Notes, and if it is a positive amount, one-third (b1/3rd) shall be paid to Sellers within five (5) business days of the Estimated agreement to the Closing Net Working Capital Amount plus Asset Statement, one-third (1/3rd) on the Conclusive Rebate Amountfirst installment of the Sellers Notes, and the balance on the second installment of the Sellers Notes. The Post-Closing Adjustment will be mutually determined by Buyers and Sellers. The Sellers will prepare a draft of the Closing Net Asset Statement and deliver the same to Buyers not later than ten (10) business days after Closing for a month end closing or twenty (20) business days after Closing for a mid-month closing. Unless Buyers notify Sellers in writing within ten (10) business days of receipt of such a draft that they do not accept it, then U.S. Buyer Buyers will be deemed to have accepted the draft. The notice from Sellers accompanying the draft Closing Net Asset Statement shall pay Sellers refer to the amount of such excess by wire transfer of immediately available funds ten (10) business day period to Sellers’ Accountsapprove or reject the draft. If within the ten (a10) business days referred to above Buyers notified Sellers in writing that they do not accept the Estimated Net Working Capital Amount plus the Conclusive Rebate Amount exceeds (b) the Net Working Capital on the Conclusive Net Working Capital Statement plus the Estimated Rebate Amountfinal draft, then Sellers shall, and Buyers will use their best endeavors to reach an agreement upon appropriate adjustments to the final draft. If Sellers and U.S. Buyer Buyers are unable to reach an agreement within ten (10) business days of the service of the written notification referred to herein (or such longer time as Sellers and Buyers may agree), any matter in dispute shall be referred to the decision of an independent firm of Chartered Accountants, to be agreed upon between them or, failing such agreement, to be selected by the President of the Institute of Chartered Accountants in England and Wales. The decision of such Chartered Accountants, whose costs will be paid as they shall decide, shall be binding on Buyers and Sellers. Sellers shall provide written instructions such information and explanations relating to the Escrow Agent to, remit to U.S. Buyer the amount of such excess out preparation of the Closing Net Working Capital Escrow Amount and, in the event such excess, if any, exceeds the Net Working Capital Escrow Amount held in the Escrow Account, then Sellers shall pay U.S. Buyer the amount of such excess by wire transfer of immediately available funds to a bank account designated by U.S. Buyer in writing at least three Business Days prior to the date of such payment. All payments to be made pursuant to this Section 2(h)(vi) shall be made no later than the second Business Day following the date on which U.S. Buyer and Sellers agree, or are deemed to have agreed to, or the Neutral Arbitrator delivers, the Conclusive Net Working Capital Asset Statement and the Conclusive Rebate Amount. Following the determination their review of the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount and the payment of any amount required pursuant to this Section 2(h)(vi), the Parties shall cause the Escrow Agent to remit to Sellers the remaining balance, if any, of the Net Working Capital Escrow Amount remaining under the Net Working Capital Escrow Agreement (i.e., the remaining Net Working Capital Escrow Amount, if any, together with all accrued investment income or interest on the Net Working Capital Escrow Amount), all in accordance with the provisions of the Net Working Capital Escrow Agreementit as Buyers may reasonably require.

Post-Closing Adjustment. If (a) In accordance with the terms and provisions of this Section 3.3, Buyer shall pay to Seller, or Seller shall pay to Buyer (as the case may be), an amount (the "Net Working Capital Adjustment Amount") equal to the amount by which Net Working Capital is greater (in which case the Purchase Price shall be increased by such amount and Buyer shall pay the Net Working Capital on Adjustment Amount to Seller) or is less (in which case the Conclusive Net Working Capital Statement plus the Estimated Rebate Amount exceeds (b) the Estimated Net Working Capital Amount plus the Conclusive Rebate Amount, then U.S. Buyer Purchase Price shall be reduced by such amount and Seller shall pay Sellers the amount of such excess by wire transfer of immediately available funds to Sellers’ Accounts. If (a) the Estimated Net Working Capital Amount plus the Conclusive Rebate Amount exceeds (b) the Net Working Capital on the Conclusive Adjustment Amount to Buyer) than Estimated Net Working Capital Statement plus the Estimated Rebate Amount, then Sellers shall, and Sellers and U.S. Buyer shall provide written instructions to the Escrow Agent to, remit to U.S. Buyer the amount of such excess out of the Net Working Capital Escrow Amount and, in the event such excess, if any, exceeds the Net Working Capital Escrow Amount held in the Escrow Account, then Sellers shall pay U.S. Buyer the amount of such excess by wire transfer of immediately available funds to a bank account designated by U.S. Buyer in writing at least three Business Days prior to the date of such payment. All payments to be made pursuant to this Section 2(h)(vi) shall be made no later than the second Business Day following the date on which U.S. Buyer and Sellers agree, or are deemed to have agreed to, or the Neutral Arbitrator delivers, the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount. Following the determination of the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount and the payment of any amount required pursuant to this Section 2(h)(vi), the Parties shall cause the Escrow Agent to remit to Sellers the remaining balance, if any, of the Net Working Capital Escrow Amount remaining under the Net Working Capital Escrow Agreement (i.e., the remaining Net Working Capital Escrow Amount, if anyCapital, together with all accrued investment income or interest on thereon at the Net Working Capital Escrow Amount), all in Prime Rate plus 2% per annum from the Closing Date until the date such payment is made. In accordance with the terms and provisions of this Section 3.3, Seller shall pay to Buyer an amount, if any (the Net Working Capital Escrow Agreement"Indebtedness Adjustment Amount"), equal to the amount by which the Indebtedness exceeds Estimated Indebtedness, together with interest thereon at the Prime Rate plus 2% per annum from the Closing Date until the date such payment is made. In accordance with the terms and provisions of this Section 3.3, Buyer shall pay to Seller, or Seller shall pay to Buyer (as the case may be) an amount, if any (the "Other Purchase Price Adjustments Amount"), equal to the amount by which Other Purchase Price Adjustments is less (in which case the Purchase Price shall be increased by such amount and Buyer shall pay the Other Purchase Price Adjustments Amount to Seller) or is greater (in which case the Purchase Price shall be reduced by such amount and Seller shall pay the Other Purchase Price Adjustments Amount to Buyer) than the Estimated Other Purchase Price Adjustments, together with interest thereon at the Prime Rate plus 2% per annum from the Closing Date until the date such payment is made.

Post-Closing Adjustment. If No later than 120 days after the Closing Date (aor such later date as mutually agreed by Buyer and Sellers Representative), Buyer shall prepare and deliver to the Sellers Representative (i) a balance sheet of the Company as of the Measurement Time (together with supporting documentation reasonably necessary for Sellers Representative to verify such balance sheet, the “Final Balance Sheet”), (ii) worksheets showing Buyer’s calculation of the: (A) Indebtedness of the Company as of the Measurement Time, plus the amount of any premiums, penalties, fees, make-whole payments or other charges incurred as a result of the payment thereof on the Closing Date as reflected in the applicable Payoff Letter (collectively, “Final Indebtedness”), (B) the amount of all Transaction Expenses unpaid as of the Measurement Time (“Final Transaction Expenses”), (C) Net Working Capital derived from the Final Balance Sheet (based upon, and subject to the adjustments set forth in, the definitions of Current Assets and Current Liabilities) (the “Final Net Working Capital”), (D) the amount of all Incremental Equity Capital, if applicable (the “Final Incremental Equity Capital”), (E) the amount of all Gap Period Extraordinary Expenditures, if any (the “Final Gap Period Extraordinary Expenditures”), and (F) the Interim Tax Amount (the “Final Interim Tax Amount”) and (iii) Buyer’s calculation of the Final Closing Securities Payment, in each case, together with a worksheet showing the difference, if any, between any Estimated Closing Item and the corresponding Final Closing Item. The Final Balance Sheet, Final Indebtedness, Final Transaction Expenses, the Final Net Working Capital, the Final Closing Securities Payment, the Final Incremental Equity Capital (if applicable), the Final Gap Period Extraordinary Expenditures (if any), and the Final Interim Tax Amount (together, the “Final Closing Items”) shall be prepared in good faith and on a basis consistent with the Audited Financial Statements. Sellers Representative and its representatives shall be entitled to reasonable access during normal business hours to all books and records of the Company as may be reasonably requested by Sellers Representative for the purpose of this Section 2.4. Buyer and Sellers Representative shall promptly provide to each other all documents reasonably requested by the other to verify any of the items set forth in the Final Closing Items calculations. Sellers Representative shall have the right for 30 days following receipt of the Final Closing Items to object to any of the Final Closing Items or the calculation thereof. Any objection made by Sellers Representative shall be made in writing and shall set forth such objection in reasonable detail. Sellers Representative shall be deemed to have waived any rights to object under this Section 2.4 unless Sellers Representative furnishes its written objections to Buyer within such 30-day period. If Sellers Representative delivers an objection within such 30-day period, then Buyer and Sellers Representative shall endeavor in good faith to resolve the objections. If, at the end of a 15-day period from the date of delivery of any objection by Sellers Representative or such longer period as may be mutually agreed by Buyer and Sellers Representative, there are any objections that remain in dispute, then the remaining objections in dispute shall be submitted for resolution to the Oklahoma City, Oklahoma offices of the accounting firm of Ernst & Young (the “Closing Item Arbitrator”) and, in connection with the engagement for such submission, Sellers Representative and Buyer shall execute any engagement, indemnity and other agreements as the Closing Item Arbitrator may reasonably require as a condition to such engagement in form and substance reasonably acceptable to each of the Sellers Representative and Buyer. The Closing Item Arbitrator shall determine the Final Closing Securities Payment as promptly as reasonably practicable after the objections that remain in dispute are submitted to the Closing Item Arbitrator, but in any event within 30 days after such objections that remain in dispute are submitted to the Closing Item Arbitrator. If any objections are submitted to the Closing Item Arbitrator for resolution, (i) each of Buyer and Sellers Representative shall furnish to the Closing Item Arbitrator such workpapers and other documents and information relating to such objections as the Closing Item Arbitrator may request and are reasonably available to that Party (or its independent public accountants) and will be afforded the opportunity to present to the Closing Item Arbitrator any material relating to the determination of the matters in dispute and to discuss such determination with the Closing Item Arbitrator, provided that neither Sellers Representative nor Buyer shall engage in any communication or correspondence with the Closing Item Arbitrator outside of the presence, or without the inclusion, of the other; (ii) the Closing Item Arbitrator must not adopt an amount of the Final Closing Securities Payment that is greater than the amount submitted by Sellers Representative or less than the amount submitted by Buyer; and (iii) the determination by the Closing Item Arbitrator of the Final Closing Securities Payment, as set forth in a written notice delivered to both Buyer and Sellers Representative by the Closing Item Arbitrator, shall be made in accordance with this Agreement and the Sample Balance Sheet and shall be binding and conclusive on the Conclusive Net Working Capital Statement plus parties and, absent manifest error, shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof. Buyer and Seller shall each bear their own legal fees and other costs in connection with any such objection; provided, however, that Buyer, on one hand, and Seller, on the Estimated Rebate Amount exceeds (b) other hand, shall bear one-half of the Estimated Net Working Capital Amount plus costs and expenses of the Conclusive Rebate AmountClosing Item Arbitrator. Notwithstanding anything in this Agreement to the contrary, the Closing Item Arbitrator and procedures set forth herein shall be the sole method for resolving any disputes regarding the Final Closing Securities Payment or the provisions of this Section 2.4, provided that this Section 2.4 shall not affect the respective rights of Buyer or Seller under ARTICLE IX. Following the final determination of the Final Closing Securities Payment pursuant to this Section 2.4, if the Final Closing Securities Payment is greater than the Closing Securities Payment then U.S. Buyer shall pay Sellers to Seller the amount of such excess by wire transfer the Final Adjustment Amount promptly (but in any event within five Business Days of immediately available funds the determination of the Final Closing Securities Payment) or if the Closing Securities Payment is greater than the Final Closing Securities Payment then Seller shall pay to Sellers’ Accounts. If (a) the Estimated Net Working Capital Amount plus the Conclusive Rebate Amount exceeds (b) the Net Working Capital on the Conclusive Net Working Capital Statement plus the Estimated Rebate Amount, then Sellers shall, and Sellers and U.S. Buyer shall provide written instructions to the Escrow Agent to, remit to U.S. Buyer the amount of such excess out the Final Adjustment Amount promptly (but in any event within five Business Days of the Net Working Capital Escrow determination of the Final Closing Securities Payment; provided, however, that if the Final Adjustment Amount and, in the event such excessis: (i) to be paid to Buyer, if any, exceeds Seller fails to timely pay the Net Working Capital Escrow Final Adjustment Amount held in the Escrow Accountto Buyer, then Sellers each Member shall promptly (but in any event within two Business Days following the date such payment was due from Seller) pay U.S. to Buyer such Member’s pro rata percentage as set forth in Schedule B of the amount of the Final Adjustment Amount that is not timely paid by Seller or (ii) to be paid to Seller, then after such excess by wire transfer of payment is made to Seller, Seller shall immediately pay to the Members the Final Adjustment Amount in the proportions set forth on Schedule B hereto in immediately available funds by confirmed wire transfer to a the bank account or accounts designated by U.S. Buyer each Member in writing to Seller at least three Business Days prior to payment of the date Final Adjustment Amount (provided that none of such payment. All payments to be made pursuant to this Section 2(h)(vi) shall be made no later than the second Business Day following the date on which U.S. Buyer and Sellers agree, or are deemed to have agreed to, or the Neutral Arbitrator deliversBuyer, the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount. Following the determination Company or TS Crude shall have any liability or obligation under this proviso or for any failure of the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount and the payment of any amount required pursuant Seller to this Section 2(h)(vicomply herewith), the Parties shall cause the Escrow Agent to remit to Sellers the remaining balance, if any, of the Net Working Capital Escrow Amount remaining under the Net Working Capital Escrow Agreement (i.e., the remaining Net Working Capital Escrow Amount, if any, together with all accrued investment income or interest on the Net Working Capital Escrow Amount), all in accordance with the provisions of the Net Working Capital Escrow Agreement.

Post-Closing Adjustment. If The “Post-Closing Adjustment” may be either a positive or negative amount, and shall be equal to (a) (i) the Net Working Capital on Adjustment Amount set forth in the Conclusive Net Final Closing Statement, minus (ii) the Working Capital Statement plus Adjustment Amount set forth in the Estimated Rebate Amount exceeds Closing Statement, plus (b) (i) the Closing Indebtedness Amount set forth in the Estimated Net Working Capital Closing Statement, minus (ii) the Closing Indebtedness Amount set forth in the Final Closing Statement, plus (c) (i) the Conclusive Rebate AmountClosing Cash Amount set forth in the Final Closing Statement, minus (ii) the Closing Cash Amount set forth in the Estimated Closing Statement, plus (d) (i) the Closing Transaction Expense Amount set forth in the Estimated Closing Statement, minus (ii) the Closing Transaction Expense Amount set forth in the Final Closing Statement. If the Post-Closing Adjustment is a positive amount, then U.S. Buyer Purchaser (or an Affiliate designated by Purchaser) shall pay in cash to Parent (or to the Sellers or one or more Affiliates, in each case as designated by Parent) the amount of the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative amount, then Parent (or an Affiliate designated by Parent) shall pay in cash to Purchaser (or an Affiliate designated by Purchaser and on behalf of the Sellers as designated by Parent) the absolute value of the amount of the Post-Closing Adjustment. The Closing Purchase Price, as adjusted by the Post-Closing Adjustment, shall be the “Final Purchase Price.” Any such excess payment pursuant to this Section 2.7 shall be made by wire transfer of immediately available funds to Sellers’ Accounts. If within five (a5) the Estimated Net Working Capital Amount plus the Conclusive Rebate Amount exceeds (b) the Net Working Capital on the Conclusive Net Working Capital Statement plus the Estimated Rebate Amount, then Sellers shall, and Sellers and U.S. Buyer shall provide written instructions to the Escrow Agent to, remit to U.S. Buyer the amount of such excess out of the Net Working Capital Escrow Amount and, in the event such excess, if any, exceeds the Net Working Capital Escrow Amount held in the Escrow Account, then Sellers shall pay U.S. Buyer the amount of such excess by wire transfer of immediately available funds to a bank account designated by U.S. Buyer in writing at least three Business Days prior to the date of such payment. All payments to be made pursuant to this Section 2(h)(vi) shall be made no later than the second Business Day following the date on which U.S. Buyer and Sellers agree, or are deemed to have agreed to, or the Neutral Arbitrator delivers, the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount. Following after the determination of the Conclusive Net Working Capital Final Closing Statement and to an account designated in writing by the Conclusive Rebate Amount and party entitled to such payment within three (3) Business Days after the payment of any amount required pursuant to this Section 2(h)(vi), the Parties shall cause the Escrow Agent to remit to Sellers the remaining balance, if any, determination of the Net Working Capital Escrow Amount remaining under the Net Working Capital Escrow Agreement (i.e., the remaining Net Working Capital Escrow Amount, if any, together with all accrued investment income or interest on the Net Working Capital Escrow Amount), all in accordance with the provisions of the Net Working Capital Escrow AgreementFinal Closing Statement.

Post-Closing Adjustment. If (a) As promptly as possible after the Closing, but in no event later than sixty (60) days following the Closing, the Purchaser shall prepare and deliver to the Sellers a report (the “Closing Date Financial Report”) setting forth (i) a statement of the Closing Date Net Working Capital (the “Final Closing Date Net Working Capital”) and (ii) a calculation of the Working Capital Adjustment based on such report (the “Net Working Capital Adjustment”). The Purchaser shall bear any third-party expenses or fees incurred in preparing the Closing Date Financial Report. The Purchaser shall deliver or make available to the Sellers promptly, and in any event within five (5) Business Days after any written request, any work papers or other information used by the Purchasers in connection with the preparation of the Closing Date Financial Report requested by the Sellers. If the Sellers do not object in writing to the Closing Date Financial Report within thirty (30) days after its delivery to the Sellers, such Closing Date Financial Report will automatically become final and conclusive and the Closing Date Net Working Capital and the Net Working Capital on Adjustment therein shall be the Conclusive Final Closing Date Net Working Capital Statement plus and the Estimated Rebate Amount exceeds (b) the Estimated Final Net Working Capital Amount plus Adjustment, respectively; provided that such 30-day period shall be tolled while Sellers are waiting to receive any work papers or other information reasonably requested by Sellers that were used by the Conclusive Rebate AmountPurchaser in connection with its preparation of the Closing Date Financial Report. In the event that the Sellers object in writing to the Closing Date Financial Report within such 30-day period, as extended, the Sellers and the Purchaser shall promptly meet and endeavor to reach agreement as to the content of the Closing Date Financial Report. If the Sellers and the Purchaser agree on the content of the Closing Date Financial Report, such Closing Date Financial Report will become final and conclusive. If the Sellers and the Purchaser are unable to reach agreement within fifteen (15) days after the delivery of such objection by the Sellers to the Closing Date Financial Report, then U.S. Buyer shall pay the Independent Accountants will promptly be retained to undertake a determination of the Closing Date Financial Report, which determination will be made as quickly as possible. Only disputed items (plus any items deemed by the Independent Accountants to be reasonably necessary to a determination of the disputed items) will be submitted to the Independent Accountants for review. In resolving any disputed item, the Independent Accountants may not assign a value to such item greater than the greatest value for such item claimed by either Party or less than the lowest value for such item claimed by either Party, in each case as presented to the Independent Accountants. The determination of the Independent Accountants will be final and binding on the Sellers and the amount of such excess by wire transfer of immediately available funds to Sellers’ Accounts. If (a) Purchaser and the Estimated Closing Date Net Working Capital Amount plus the Conclusive Rebate Amount exceeds (b) and the Net Working Capital on Adjustment determined by the Conclusive Independent Accountants shall be the Final Closing Date Net Working Capital Statement plus and the Estimated Rebate Amount, then Sellers shall, and Sellers and U.S. Buyer shall provide written instructions to the Escrow Agent to, remit to U.S. Buyer the amount of such excess out of the Final Net Working Capital Escrow Amount andAdjustment, respectively. The fees and expenses of the Independent Accountants will be paid by the Purchaser and the Sellers in the event same proportion as the dollar amount of the determination in such excess, if any, exceeds the Net Working Capital Escrow Amount held party’s favor reflected in the Escrow Account, then Sellers shall pay U.S. Buyer Closing Date Financial Report bears to the total dollar amount of such excess by wire transfer of immediately available funds to a bank account designated by U.S. Buyer in writing at least three Business Days prior to the date of such payment. All payments to be made pursuant to this Section 2(h)(vi) shall be made no later than the second Business Day following the date on which U.S. Buyer and Sellers agree, or are deemed to have agreed to, or the Neutral Arbitrator delivers, the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount. Following the determination of the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount and the payment of any amount required pursuant to this Section 2(h)(vi), the Parties shall cause the Escrow Agent to remit to Sellers the remaining balance, if any, of the Net Working Capital Escrow Amount remaining under the Net Working Capital Escrow Agreement (i.e., the remaining Net Working Capital Escrow Amount, if any, together with all accrued investment income or interest on the Net Working Capital Escrow Amount), all in accordance with the provisions of the Net Working Capital Escrow Agreementdisputed items.

Post-Closing Adjustment. If the Purchase Price (aas finally determined) is greater than the Estimated Purchase Price (such excess amount, if any, the “Excess Amount”), then Purchaser shall pay, within 10 Business Days after the final determination of such Excess Amount, to the Disbursing Agent, for payment to the Selling Parties, in accordance with each Selling Party’s Pro Rata Share, an aggregate amount equal to the lesser of (x) the Net Working Capital on Excess Amount and (y) an amount equal to the Conclusive Net Working Capital Statement plus the Estimated Rebate Amount exceeds (b) the Estimated Net Working Capital Amount plus the Conclusive Rebate Escrow Amount, then U.S. Buyer and Purchaser and the Seller Representative shall pay Sellers promptly deliver joint written instructions to the amount Escrow Agent instructing the Escrow Agent to release all of such excess the funds in the Escrow Account by wire transfer of immediately available funds to Sellers’ Accountsaccounts designated by the Disbursing Agent, for payment to the Selling Parties, in accordance with each Selling Party’s Pro Rata Share. If the Purchase Price (aas finally determined) is less than the Estimated Net Working Capital Amount plus Purchase Price (such shortfall amount, if any, the Conclusive Rebate Amount exceeds (b) “Shortfall Amount”), then, within 10 Business Days of the Net Working Capital on the Conclusive Net Working Capital Statement plus the Estimated Rebate Amountfinal determination of such shortfall, then Sellers shall, Seller Representative and Sellers and U.S. Buyer Purchaser shall provide promptly deliver joint written instructions to the Escrow Agent to, remit to U.S. Buyer the amount of such excess out of the Net Working Capital Escrow Amount and, in the event such excess, if any, exceeds the Net Working Capital Escrow Amount held in instructing the Escrow Account, then Sellers shall pay U.S. Buyer Agent to release an amount equal to the amount of such excess Shortfall Amount from the Escrow Account by wire transfer of immediately available funds to a bank account one or more accounts designated by U.S. Buyer Purchaser. For the avoidance of doubt, any then-remaining amounts in writing at least three Business Days prior the Escrow Account shall represent Purchaser’s sole and exclusive remedy with respect to any Shortfall Amount. If any funds remain in the Escrow Account after the release of funds to Purchaser in accordance with this Section, Purchaser and Seller Representative shall promptly deliver joint written instructions to the date of Escrow Agent instructing the Escrow Agent to release all such paymentremaining funds in the Escrow Account to the Disbursing Agent, for payment to accounts designated by the Selling Parties, in accordance with each Selling Party’s Pro Rata Share. All payments that are to be made to the Selling Parties pursuant to this Section 2(h)(vi1.4(c) shall be made no later than the second Business Day following the date on which U.S. Buyer and Sellers agree, or are deemed to have agreed to, or the Neutral Arbitrator delivers, the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount. Following the determination of the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount and the payment of any amount required pursuant to this Section 2(h)(vi), the Parties shall cause the Escrow Agent to remit to Sellers the remaining balance, if any, of the Net Working Capital Escrow Amount remaining under the Net Working Capital Escrow Agreement (i.e., the remaining Net Working Capital Escrow Amount, if any, together with all accrued investment income or interest on the Net Working Capital Escrow Amount), all in accordance with a funds flow statement (the provisions “Post-Closing Funds Flow Statement”) prepared by the Seller Representative, which shall set forth with respect to each Selling Party the portion of the Net Working Capital Escrow aggregate payment due to the Selling Parties as a whole that such Selling Party is entitled to receive and payment instructions with respect to each such payee. Notwithstanding anything to the contrary in this Agreement, the Purchaser, the Company and its Subsidiaries, and each of their respective representatives, shall be entitled to conclusively and definitively rely on, without any obligation to investigate or verify the accuracy, inaccuracy or correctness thereof, and without any liability, the allocation of proceeds set forth in the Post-Closing Funds Flow Statement, which shall be binding and enforceable against the Sellers and their Affiliates.

Post-Closing Adjustment. As soon as practicable following the ----------------------- Closing, Sellers, with the assistance and co-operation of Buyer, shall prepare a balance sheet of Subsidiaries prepared as a year-end statement in accordance with generally accepted accounting principals ("GAAP") consistently applied in a manner consistent with the methods utilized by the Subsidiaries in the preparation of the December 31, 1997 financial reports of Subsidiaries, which shall reflect all of the assets and liabilities of the Subsidiaries, as the same is to be adjusted to reflect those matters identified in Section 4 (the "Adjusted Closing Balance Sheet"), which shall be delivered to Buyer not later than one hundred twenty (120) days after the Closing. The Adjusted Closing Balance Sheet shall be prepared in order to calculate the Purchase Price and shall be used for no other purpose. If Buyer agrees to the Adjusted Closing Balance Sheet, it shall become the "Final Adjusted Closing Balance Sheet". If Buyer does not agree to the Adjusted Closing Balance Sheet, it shall within fifteen (a15) business days after delivery of the Net Working Capital Adjusted Closing Balance Sheet by Sellers, prepare and deliver to Sellers a list of disputed adjustments (the "Disputed Adjustments") Buyer believes should have been recorded on the Conclusive Net Working Capital Statement plus Adjusted Closing Balance Sheet. Xxxx Xxxxxxxxxx, as representative of Buyer, and Xxxx Xxxxxxx, as representative of Sellers (collectively, the Estimated Rebate Amount exceeds "Representatives") shall use their best efforts to resolve the Disputed Adjustments. If the Representatives are able to reach an agreement on the Disputed Adjustments, the Adjusted Closing Balance Sheet shall be amended to reflect such agreement and shall become the "Final Adjusted Closing Balance Sheet". If the Representatives are unable to reach an agreement on the Disputed Adjustments within thirty (b30) calendar days after receipt by Sellers of the Estimated Net Working Capital Amount plus the Conclusive Rebate AmountDisputed Adjustments, then U.S. the Disputed Adjustments shall be submitted by Buyer and Sellers to their respective independent accountants on or before the thirty-first (31st) calendar day after receipt by Sellers of the Disputed Adjustments, and the parties shall pay use their reasonable efforts to cause these accountants to promptly review and assist the parties in resolving the Disputed Adjustments. Buyer and Sellers each shall be responsible for the amount fees, costs and expenses of such excess by wire transfer of immediately available funds to Sellers’ Accountstheir respective independent accountants. If (a) the Estimated Net Working Capital Amount plus the Conclusive Rebate Amount exceeds (b) the Net Working Capital respective independent accounting firms are able to reach an agreement on the Conclusive Net Working Capital Statement plus Disputed Adjustments, the Estimated Rebate AmountAdjusted Closing Balance Sheet shall be amended to reflect such agreement and shall become the "Final Adjusted Closing Balance Sheet". If no agreement is reached within fifteen (15) business days following submission to the independent accountants, then Sellers shallthe resolution of the dispute shall be submitted to Deloitte & Touche in Nashville, Tennessee with instructions to complete its review and report within fifteen (15) business days thereafter. The report prepared by Deloitte & Touche with respect to any unresolved matters shall be final and shall be the basis for the Final Adjusted Closing Balance Sheet. The fees, costs and expenses of the third firm of independent accountants shall be borne by Buyer and Sellers equally. The Final Adjusted Closing Balance Sheet shall be deemed to be and U.S. Buyer shall provide written instructions be conclusive and binding on the parties to this Agreement for purposes of determining the Purchase Price pursuant to paragraph 4(a) hereof and otherwise. The settlement with respect to the Escrow Agent toPurchase Price shall take place at 10:00 a.m., remit to U.S. local time, at the offices of Buyer the amount of such excess out of the Net Working Capital Escrow Amount and, in the event such excess, if any, exceeds the Net Working Capital Escrow Amount held in the Escrow Account, then Sellers shall pay U.S. Buyer the amount of such excess by wire transfer of immediately available funds to on a bank account designated by U.S. Buyer in writing at least three Business Days prior to the date of such payment. All payments to be made pursuant to this Section 2(h)(vi) shall be made no later than 10 business days after the second Business Day following acceptance of the date on which U.S. Buyer and Sellers agreeFinal Adjusted Closing Balance Sheet (the "Settlement"), or are deemed to have agreed to, or such other time and place as the Neutral Arbitrator delivers, the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount. Following the determination of the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount and the payment of any amount required pursuant to this Section 2(h)(vi), the Parties shall cause the Escrow Agent to remit to Sellers the remaining balance, if any, of the Net Working Capital Escrow Amount remaining under the Net Working Capital Escrow Agreement (i.e., the remaining Net Working Capital Escrow Amount, if any, together with all accrued investment income or interest on the Net Working Capital Escrow Amount), all in accordance with the provisions of the Net Working Capital Escrow Agreementparties may agree upon.