Common use of Post-Completion Adjustment Clause in Contracts

Post-Completion Adjustment. (a) As soon as practicable after Completion and in any event within 90 Business Days after the Completion Date, the Buyer must prepare and give to the Seller a statement, being a statement that details (i) all Employment Benefits paid or payable by the Buyer or the Target Group Companies that relate to the period prior to Completion that have not been deducted from the Completion Payment, and (ii) the Surety Amount as of the Completion Date to the extent it differs from the amount added to the Completion Payment, , in each case together with reasonable supporting documentation and detailing the net amount owing to the Buyer or the Seller as a result of such adjustments (Completion Adjustment Amount). (b) Within 10 Business Days after receipt of the Completion Adjustment Amount under paragraph (a), the Seller may give a notice to the Buyer (Dispute Notice) that it does not agree with the amount of the Completion Adjustment Amount and must provide details of the reasons why, or grounds on which, it does not agree, together with reasonable supporting documentation. If the Seller does not deliver a Dispute Notice, the Seller or the Buyer, as applicable, must pay the Completion Adjustment Amount to the other within 10 Business Days following the deadline for the Seller to deliver a Dispute Notice. If the Seller gives a Dispute Notice, the Seller or the Buyer, as applicable, must pay the Completion Adjustment Amount or such other amount as agreed between the parties or determined by the Expert in accordance with this clause 7.5 within 10 Business Days of such agreement or determination. (c) A Dispute Notice issued under paragraph (b) is not effective for any amount unless the aggregate amount in dispute is at least $20,000. (d) If any Dispute Notice is given, the Seller and the Buyer must: (1) each appoint a representative to meet and discuss the matters raised in the Dispute Notice; and (2) ensure that its representative: (A) meets with the other representative to discuss each matter raised in the Dispute Notice; and (B) makes a genuine effort to negotiate in good faith an agreement on each such matter, within 10 Business Days after the Dispute Notice is given. (e) If a matter raised in a Dispute Notice is not agreed within the 10 Business Day period referred to in paragraph (d) then either party may by written notice require that all outstanding matters be referred to an independent accounting firm (Expert) for determination. (f) If a notice is given under paragraph (e), the parties must appoint the Expert to determine the matters in dispute in accordance with this clause 7.5. (g) The Seller and the Buyer must: (1) sign whatever reasonable terms of engagement the Expert requires; and (2) use reasonable endeavours to provide the Expert with any information reasonably required by the Expert. (h) The Expert acts as an expert and not as an arbitrator and must resolve the matters raised in the Dispute Notice and must only consider the items in dispute submitted to it: (1) having regard to the terms of this deed; (2) according to whatever procedures the Expert decides, in the Expert's absolute discretion, but subject to the requirements of procedural fairness; and (3) exercising the Expert's own skill, judgment and experience having regard to the material presented to it only and not any independent review. (i) The Seller and the Buyer must each pay half of the costs of the Expert and its advisers, unless the Expert, in its absolute discretion, decides otherwise. (j) The parties must use their respective reasonable endeavours to ensure that the Expert gives, within 20 Business Days after its appointment, a written decision to the parties. (k) The Expert must give reasons for the decision. (l) The Expert's decision is, in the absence of manifest error, final and binding on the parties.

Post-Completion Adjustment. (a) As soon as practicable after Upon Completion, the Completion Statements shall be prepared in accordance with part 1 of schedule 4. Subject to the fees and expenses of the Expert pursuant to part 2 of schedule 4, the parties shall be responsible for their own costs and expenses in any event within 90 determining the Completion Statements. (b) Within forty-five (45) Business Days after the Completion Date, the Buyer must Purchaser shall in good faith prepare and give deliver to Seller 1 an adjustment statement setting forth the Seller a statement, being a statement that details (i) all Employment Benefits paid or payable by the Buyer or the Target Group Companies that relate to the period prior to amount of Completion that have not been deducted from Date Debt and the Completion PaymentDate Cash, and (ii) the Surety Amount in each case, as of the Completion and based on the Completion Date Debt and the Completion Date Cash as derived therefrom, the Purchaser’s written calculation of the Completion Cash Consideration, and adjustment necessary to reconcile the extent it differs from the amount added Completion Cash Payment to the Completion Payment, Cash Consideration (the “Preliminary Adjustment Statement”). The Preliminary Adjustment Statement shall be prepared to reflect the books as of 12:01 a.m. local time on the day prior to the Completion Date, in each case together with reasonable supporting documentation a manner consistent with, part 3 of Schedule 4, including the types of adjustments set forth therein, and detailing the net amount owing to the Buyer or the Seller as a result of such adjustments (Completion Adjustment Amount). (b) Within 10 Business Days after receipt of the Completion Adjustment Amount under paragraph (a), the Seller may give a notice to the Buyer (Dispute Notice) that it does not agree with the amount of the Completion Adjustment Amount and must provide details of the reasons why, or grounds on which, it does not agree, together with reasonable supporting documentation. If the Seller does not deliver a Dispute Notice, the Seller or the Buyer, as applicable, must pay the Completion Adjustment Amount to the other within 10 Business Days following the deadline for the Seller to deliver a Dispute Notice. If the Seller gives a Dispute Notice, the Seller or the Buyer, as applicable, must pay the Completion Adjustment Amount or such other amount as agreed between the parties or determined by the Expert in accordance with the definitions of Completion Date Debt and the Completion Date Cash as defined in this clause 7.5 within 10 Business Days of such agreement or determinationagreement. (c) A Dispute Notice issued under paragraph If Seller 1 reasonably believes that the Preliminary Adjustment Statement is inaccurate or was not properly prepared in accordance with clause 3.3(b), Seller 1 shall so notify the Purchaser no later than ten (b10) is not effective for any amount unless Business Days after Seller 1’s receipt thereof, setting forth in such notice its objections to the aggregate amount Preliminary Adjustment Statement with particularity and the specific changes which the Sellers proposes to be made in dispute is at least $20,000order to conform the Preliminary Adjustment Statement to the terms of clause 3.3(b). (d) If any Dispute Notice is givenSeller 1 timely notifies the Purchaser of an objection to the Preliminary Adjustment Statement, and if Seller 1 and the Purchaser are unable to resolve such dispute through good faith negotiations within thirty (30) days after the Seller 1’s delivery of such notice of disagreement, then either Seller 1 or the Purchaser may require that Seller 1 and the Buyer must: (1) each appoint a representative Purchaser mutually engage and submit such dispute to meet the Expert, and discuss the matters raised in same shall be finally resolved by the Dispute Notice; and (2) ensure that its representative: (A) meets with the other representative Expert pursuant to discuss each matter raised in the Dispute Notice; and (B) makes a genuine effort to negotiate in good faith an agreement on each such matter, within 10 Business Days after the Dispute Notice is givenpart 2 of schedule 4. (e) If The Preliminary Adjustment Statement shall become the “Final Adjustment Statement” and as such shall become final, binding and conclusive on the parties pursuant to this clause 3.3 for all purposes of this Agreement and upon which a matter raised judgment or arbitration award may be entered by a court or the arbitrator(s) of competent jurisdiction, upon the earliest to occur of the following: (i) the mutual acceptance by Seller 1 and the Purchaser of the Preliminary Adjustment Statement, with such changes thereto; (ii) the expiration of the time period ending ten (10) Business Days after delivery to Seller 1 of the Preliminary Adjustment Statement, without timely written objection by Seller 1 in a Dispute Notice is not agreed within accordance with clause 3.3(c); or (iii) the 10 Business Day period referred delivery to in paragraph (d) then either party may Seller 1 and the Purchaser by written notice require that the Expert of the final report of its determination of all outstanding disputed matters be referred submitted to an independent accounting firm (Expert) for determinationthe Expert pursuant to clause 3.3(c). (f) Sellers covenant that it will not wire the Completion Cash Payment in the Sellers’ Designated RMB Account before the Preliminary Adjustment Statement becomes the Final Adjustment Statement. If a notice is given under paragraph (e)the Completion Cash Consideration, the parties must appoint the Expert to determine the matters in dispute as finally determined in accordance with this clause 7.53.3, is greater than the Completion Cash Payment, the Purchaser shall pay the amount of such difference, in cash, by wire transfer of immediately available funds to the Sellers’ Designated RMB Account. If the Completion Cash Consideration, as finally determined in accordance with this clause 3.3, is less than the Completion Cash Payment, Sellers shall release the amount of such difference from Sellers’ Designated RMB Account to the Purchaser, in cash, by wire transfer of immediately available funds to an account designated by the Purchaser. Any such amount shall be due and payable no later than three (3) Business Days after the Preliminary Adjustment Statement becomes the Final Adjustment Statement. (g) The Seller and For the Buyer must: (1) sign whatever reasonable terms of engagement the Expert requires; and (2) use reasonable endeavours to provide the Expert with any information reasonably required by the Expert. (h) The Expert acts as an expert and not as an arbitrator and must resolve the matters raised in the Dispute Notice and must only consider the items in dispute submitted to it: (1) having regard to the terms purposes of this deed; (2) according to whatever procedures the Expert decidesclause 3.3, in the Expert's absolute discretion, but subject to the requirements of procedural fairness; and (3) exercising the Expert's own skill, judgment any currency conversion between US$ and experience having regard to the material presented to it only and not any independent review. (i) The Seller and the Buyer must each pay half of the costs of the Expert and its advisers, unless the Expert, in its absolute discretion, decides otherwise. (j) The parties must use their respective reasonable endeavours to ensure that the Expert gives, within 20 Business Days after its appointment, a written decision to the parties. (k) The Expert must give reasons for the decision. (l) The Expert's decision is, in the absence of manifest error, final and binding RMB shall be conducted based on the partiesFixed Exchange Rate.

Post-Completion Adjustment. (a) As soon as practicable after Completion and in any event within 90 Business Days after 8.1 In accordance with the Completion Dateprovisions of clause 6, the Buyer must prepare and give Purchaser shall transfer to the Seller a statement, being a statement that details (i) all Employment Benefits paid or payable by the Buyer or the Target Group Companies that relate to the period prior to Completion that have not been deducted from the Completion Payment, and (ii) the Surety Amount as of the Completion Date to the extent it differs from the amount added to the Completion Payment, , in each case together with reasonable supporting documentation and detailing the net amount owing to the Buyer or the Seller as a result of such adjustments (Completion Adjustment Amount). (b) Within 10 Business Days after receipt of the Completion Adjustment Amount under paragraph (a), the Seller may give a notice to the Buyer (Dispute Notice) that it does not agree with Escrow Account the amount of the Post-Completion Adjustment Amount and must provide details Retention pending agreement or determination of the reasons why, Post-Completion Adjustment. 8.2 The provisions of Schedule 6 and Schedule 8 shall apply with regard to the agreement or grounds on which, it does not agree, together with reasonable supporting documentation. If determination of the Seller does not deliver a Dispute Notice, Agreed Adjustment Statement and the Seller or calculation of the Buyer, as applicable, must pay the Post- Completion Adjustment Amount to and the other within 10 Modules Adjustment. 8.3 The Parties shall comply with all obligations set forth in Schedule 6. Within 5 Business Days following of agreement or determination of the deadline for Agreed Adjustment Statement and the Seller to deliver a Dispute Notice. If the Seller gives a Dispute Notice, the Seller or the Buyer, as applicable, must pay the Post- Completion Adjustment Amount or such other amount as agreed between the parties or determined by the Expert in accordance with this clause 7.5 within 10 Business Days the provisions of such agreement or determination. (c) A Dispute Notice issued under paragraph (b) is not effective for any amount unless the aggregate amount in dispute is at least $20,000. (d) If any Dispute Notice is given, the Seller and the Buyer mustSchedule 6 either: (1) each appoint 8.3.1 if the Post-Completion Adjustment is a representative positive integer: 8.3.1.1 the Purchaser shall undertake to meet and discuss pay the matters raised Post-Completion Adjustment by way of payment to the Vendor’s Solicitors’ Bank Account in immediately available funds by electronic transfer under the Dispute NoticeCHAPS system; and (2) ensure that 8.3.1.2 both parties shall procure the release from the Escrow Account of the Post-Completion Adjustment Retention and execute a joint instruction to the Escrow Agent for the payment of such amount to the Vendor’s Solicitors’ Bank Account in immediately available funds by electronic transfer under the CHAPS system for onward payment to the Vendor, and compliance by the Purchaser of its representativeobligations under this clause 8.3.1 shall constitute good discharge of the Purchaser's obligation to make payment of the Post-Completion Adjustment and the Company’s obligation to make payment of the Post-Completion Adjustment Retention; or 8.3.2 if the Post-Completion Adjustment is a negative integer and if such a negative integer is treated as an equivalent positive integer and upon being so treated is less than the Post-Completion Adjustment Retention: 8.3.2.1 both parties shall procure the release of the difference between the Post-Completion Adjustment (Atreated as an equivalent positive integer) meets with and the other representative Post-Completion Adjustment Retention from the Escrow Account and undertake to discuss each matter raised execute a joint instruction to the Escrow Agent for the payment of such amount to the Vendor’s Solicitors’ Bank Account in immediately available funds by electronic transfer under the Dispute NoticeCHAPS system for onward payment to the Vendor; and 8.3.2.2 the Purchaser shall be entitled to receive the outstanding balance of the Post-Completion Adjustment Retention (B) makes a genuine effort to negotiate in good faith an agreement on each and pay such matter, within 10 Business Days after the Dispute Notice is given. (e) If a matter raised in a Dispute Notice is not agreed within the 10 Business Day period referred to in paragraph (d) then either party may by written notice require that all outstanding matters be referred amount to an independent accounting firm (Expertaccount of its choosing) and the Purchaser shall be able to execute a unilateral instruction to the Escrow Agent for determination.the payment of such amount to such account, and compliance by the Purchaser of its obligations under this clause 8.3.2 shall constitute good discharge of the Company's obligation to make payment of the Post Completion Adjustment Retention and of the Vendor’s obligation to compensate the Purchaser for Leakage; or (f) If 8.3.3 if the Post-Completion Adjustment is a notice negative integer and if such a negative integer is given under paragraph (e)treated as an equivalent positive integer and upon being so treated is more than the Post-Completion Adjustment Retention, the parties must appoint Purchaser shall procure the Expert release of the Post-Completion Adjustment Retention from the Escrow Account and: 8.3.3.1 retain the Post-Completion Adjustment Retention and pay such amount to determine the matters in dispute in accordance with this clause 7.5. (g) The Seller an account of its choosing and the Buyer must: (1) sign whatever reasonable terms Purchaser shall be able to execute a unilateral instruction to the Escrow Agent for the payment of engagement the Expert requiressuch amount to such account; and 8.3.3.2 shall be entitled to either off-set the amount equal to the difference between the Post-Completion Adjustment (2treated as an equivalent positive integer) use reasonable endeavours and the Post-Completion Adjustment Retention (the “Post-Completion Adjustment Shortfall”) against the ▇▇▇▇▇▇▇▇▇ Project Bonus Amounts or shall be entitled to provide execute a unilateral instruction to the Expert with any information reasonably required Escrow Agent to transfer the Post-Completion Adjustment Shortfall to such account as it may direct and compliance by the Expert. (h) The Expert acts as an expert and not as an arbitrator and must resolve the matters raised in the Dispute Notice and must only consider the items in dispute submitted to it: (1) having regard to the terms Purchaser of its obligations under this deed; (2) according to whatever procedures the Expert decides, in the Expert's absolute discretion, but subject to the requirements of procedural fairness; and (3) exercising the Expert's own skill, judgment and experience having regard to the material presented to it only and not any independent review. (i) The Seller and the Buyer must each pay half clause 8.3.3 shall constitute good discharge of the costs of Vendor’s obligation to compensate the Expert and its advisers, unless the Expert, in its absolute discretion, decides otherwisePurchaser for Leakage. (j) The parties must use their respective reasonable endeavours to ensure that the Expert gives, within 20 Business Days after its appointment, a written decision to the parties. (k) The Expert must give reasons for the decision. (l) The Expert's decision is, in the absence of manifest error, final and binding on the parties.