Common use of Adjustment Amount Clause in Contracts

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event on or before the date that is the later of forty-five (45) days after the Closing Date and January 31, 2019, Acquiror shall prepare and deliver to the Holder Representative an unaudited consolidated balance sheet of the Company Group (the “Closing Balance Sheet”) and an unaudited consolidated statement of the Company Group as of the close of business on the Closing Date (the “Closing Statement”) setting forth (i) a calculation of the Closing Date Net Working Capital, (ii) a calculation of the Closing Date Indebtedness, (iii) a calculation of the Holder Expenses, (iv) a calculation of the Closing Date Cash, (v) a calculation of the Closing Date Other Adjustment Amount, (vi) the Closing Consideration calculated based on the items in the foregoing clauses (i) through (v), and (vii) the Current Blocker Tax Liabilities. The Closing Balance Sheet, the Closing Statement, including the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash and the Closing Date Other Adjustment Amount and the Current Blocker Tax Liabilities shall be determined on a consolidated basis using the Agreed Accounting Principles, and shall not include any changes in assets or liabilities as a result of purchase or other non-cash accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby. The parties agree that the purpose of preparing the Closing Balance Sheet and the Closing Statement, including the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash and the Closing Date Other Adjustment Amount and the related purchase price adjustment contemplated by this Section 2.7 is to measure the amount of the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, the Closing Consideration, and the Current Blocker Tax Liabilities, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Statement or determining the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, and the Current Blocker Tax Liabilities unless such differences are required by GAAP. Following the Closing, Holder Representative and its representatives shall have the right to reasonable access following prior notice to the books, records, the chief financial officer and auditors of the Company Group to the extent relevant for its review of the Closing Statement and the Surviving Entity shall cause the employees and auditors of the Company Group to reasonably cooperate with the Holder Representative in connection with its review of the Closing Statement (subject to customary access agreements as may be required by such auditors).

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event on or before the date that is the later of forty-five (45) within 90 calendar days after the Closing Date and January 31thereof, 2019, Acquiror Buyer shall prepare and deliver to the Holder Representative an unaudited consolidated balance sheet Seller, Buyer’s calculation of the Company Group (the “Closing Balance Sheet”) and an unaudited consolidated statement of the Company Group as of the close of business on the Closing Date (the “Closing Statement”) setting forth (i) a calculation of the Closing Date Net Working Capital, (ii) Closing Indebtedness, (iii) Closing Transaction Expenses, (iv) Closing Cash, (v) Closing Net Working Capital Adjustment Amount, and (vi) on the basis of the foregoing, a calculation of the Closing Date Indebtedness, Purchase Price (iii) a calculation of together with the Holder Expenses, (iv) a calculation of the Closing Date Cash, (v) a calculation of the Closing Date Other Adjustment Amount, (vi) the Closing Consideration calculated based on the items calculations referred to in the foregoing clauses (i) through (v) above, the “Final Closing Statement”), and (vii) the Current Blocker Tax Liabilities. The Closing Balance Sheet, the Closing Statement, including the Closing Date Net Working Capital, Closing Indebtedness and Closing Cash shall be prepared in accordance with GAAP and the defined terms used in this Section 2.06(a); provided, however, that the Final Closing Statement (and any amounts included therein) shall not give effect to any act or omission by Buyer or any of its Subsidiaries or the Company taken after the Reference Time or reflect any payments of cash in respect of the Purchase Price, or any financing transactions in connection therewith or reflect any expense or liability for which Buyer is responsible under this Agreement. For the avoidance of doubt, neither Section 2.04 nor this Section 2.06 is intended to be used to adjust the Closing Date IndebtednessPurchase Price for errors or omissions, under GAAP or otherwise, that may be found with respect to the Holder ExpensesFinancial Statements or the Target Net Working Capital. No fact or event, including any market or business development, occurring after the Closing Date Cash Date, and no change in GAAP or Applicable Law after the Closing Date Other Adjustment Amount and the Current Blocker Tax Liabilities Balance Sheet Date, shall be determined on a consolidated basis using taken into consideration in the Agreed Accounting Principlescalculations to be made pursuant to Section 2.04 or this Section 2.06. If Buyer fails to timely deliver the Final Closing Statement in accordance with the first sentence of this Section 2.06(a) within such 90-day period, and then the Preliminary Closing Statement delivered by Seller to Buyer pursuant to Section 2.04 shall not include any changes in assets or liabilities as a result of purchase or other non-cash accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby. The parties agree that the purpose of preparing the Closing Balance Sheet and the be deemed to be Buyer’s proposed Final Closing Statement, including the Closing Date Net Working Capitalfor all purposes hereunder, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash and the Closing Date Other Adjustment Amount and the related purchase price adjustment contemplated by Seller shall retain all of its rights under this Section 2.7 is to measure the amount of the Closing Date Net Working Capital2.06 with respect thereto, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, the Closing Consideration, and the Current Blocker Tax Liabilities, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Statement or determining the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, and the Current Blocker Tax Liabilities unless such differences are required by GAAP. Following the Closing, Holder Representative and its representatives shall have including the right to reasonable access following prior notice to dispute the books, records, the chief financial officer and auditors of the Company Group to the extent relevant for its review of the Closing Statement and the Surviving Entity shall cause the employees and auditors of the Company Group to reasonably cooperate calculations set forth therein in accordance with the Holder Representative in connection with its review provisions of the Closing Statement (subject to customary access agreements as may be required by such auditors)this Section 2.06.

Adjustment Amount. (a) As soon as reasonably practicable following Not less than five (5) Business Days prior to the Closing Date and in no event more than ten (10) Business Days prior to the Closing Date, and in any event on or before the date that is the later of forty-five (45) days after the Closing Date and January 31, 2019, Acquiror Seller shall prepare and deliver to the Holder Representative an unaudited consolidated balance sheet of the Company Group Buyer a written statement (the “Closing Balance Sheet”) and an unaudited consolidated statement of the Company Group as of the close of business on the Closing Date (the “Estimated Closing Statement”) setting forth (i) a calculation its good faith estimate of each Purchase Price Component of the Company and all Group Companies as at the Closing Date, including its good faith estimate of (A) the Closing Date Net Working Capital, Capital (ii) a calculation of the Closing Date Indebtedness, (iii) a calculation of the Holder Expenses, (iv) a calculation of the Closing Date Cash, (v) a calculation of the Closing Date Other Adjustment Amount, (vi) the Closing Consideration calculated based on the items in the foregoing clauses (i) through (v), and (vii) the Current Blocker Tax Liabilities. The Closing Balance Sheet, the Closing Statement, including the “Estimated Closing Date Net Working Capital”), (B) the aggregate amount of all Indebtedness (the “Estimated Closing Date Indebtedness”), (C) the Holder Expenses, the Closing Date aggregate amount of all Cash and Cash Equivalents (the Closing Date Other Adjustment Amount and the Current Blocker Tax Liabilities shall be determined on a consolidated basis using the Agreed Accounting Principles, and shall not include any changes in assets or liabilities as a result of purchase or other non-cash accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby. The parties agree that the purpose of preparing the Closing Balance Sheet and the Closing Statement, including the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash and the Closing Date Other Adjustment Amount and the related purchase price adjustment contemplated by this Section 2.7 is to measure the amount of the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the “Estimated Closing Date Cash”), and (D) the Transaction Expenses (the “Estimated Closing Date Other Transaction Expenses”), and (ii) its calculation of the Estimated Working Capital Adjustment Amount, in each case, together with reasonable supporting information. Seller shall prepare the Estimated Closing Consideration, Statement in good faith in accordance with the Accounting Principles and in a manner consistent with the Current Blocker Tax Liabilities, and such processes are not intended to permit calculation set forth in the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies Sample Closing Statement. Seller shall provide Buyer reasonable supporting documentation for the purpose of preparing the Closing Statement or determining the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, and the Current Blocker Tax Liabilities unless such differences are required by GAAP. Following the Closing, Holder Representative and its representatives shall have the right to reasonable access following prior notice to the books, records, the chief financial officer and auditors of the Company Group to the extent relevant for its review of the Estimated Closing Statement and the Surviving Entity calculation thereof and any additional information related thereto reasonably requested by Buyer. Prior to the Closing, Seller and Buyer in good faith shall cause seek to resolve any differences that they may have with respect to the employees computation of any items in the Estimated Closing Statement and auditors Seller shall consider in good faith any revisions proposed by Buyer to the calculations set forth in the Estimated Closing Statement, and to the extent Seller agrees with any such revisions, the Estimated Closing Statement shall be modified to reflect such revisions; provided, that if the Parties are unable to resolve such differences prior to the Closing Date, the amounts reflected in the Estimated Closing Statement shall be used for purposes of calculating the Purchase Price on the Closing Date (subject in any case to the adjustments set forth in this Section 2.04); provided, further, that Seller acknowledges and agrees that (x) Buyer shall not be deemed to have agreed to any of the Company Group amounts or calculations set forth in the Estimated Closing Statement or the calculation of each Purchase Price Component therein by virtue of having proposed any revisions (whether or not accepted) pursuant to reasonably cooperate with this Section 2.04(a), (y) the Holder Representative use of such Estimated Closing Statement (whether it includes any revisions proposed by Buyer or not) shall not in connection with its review of any way prejudice Buyer’s right to disagree with, dispute or change any amount or Purchase Price Component in the Closing Statement delivered by Buyer pursuant to Section 2.04(b) and (subject z) any failure of Buyer to customary access agreements as may be required raise any objection or dispute with respect to the Estimated Closing Statement shall not in any way prejudice Buyer’s right to disagree with, dispute or change any amount or Purchase Price Component in the Closing Statement delivered by such auditorsBuyer pursuant to Section 2.04(b).

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event on or before the date that is the later of fortywithin seventy-five (4575) calendar days after the Closing Date and January 31, 2019thereof, Acquiror shall prepare and deliver to the Holder Representative an unaudited consolidated balance sheet a calculation of the Company Group (the “Closing Balance Sheet”) and an unaudited consolidated statement of the Company Group as of the close of business on the Closing Date (the “Closing Statement”) setting forth (i) a calculation of the Closing Date Net Working Capital, (ii) a calculation of the Closing Date IndebtednessFunded Debt Amount, (iii) a calculation of the Holder Expenses, (iv) a calculation of the Closing Date Cash, (v) a calculation of the Closing Date Other Adjustment Amount, (vi) the Closing Consideration calculated based on the items in the foregoing clauses (i) through (v), and (vii) the Current Blocker Tax Liabilities. The Closing Balance Sheet, the Closing Statement, including the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash Amount and (iv) the Closing Date Other Adjustment Amount and Outstanding Company Expenses (the Current Blocker Tax Liabilities shall be determined on a consolidated basis using the Agreed Accounting Principles, and shall not include any changes in assets or liabilities as a result of purchase or other non“Post-cash accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby. The parties agree that the purpose of preparing the Closing Balance Sheet and the Closing Statement, including the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash and the Closing Date Other Adjustment Amount and the related purchase price adjustment contemplated by this Section 2.7 is to measure the amount ”). If Acquiror’s calculation of the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder ExpensesFunded Debt Amount, the Closing Date Cash, Cash Amount and the Closing Date Other Outstanding Company Expenses results in a calculation of the Adjustment Amount that is a positive number, (i) Acquiror and the Holder Representative shall immediately deliver joint written instruction to the Escrow Agent instructing the Escrow Agent to pay to each Holder an amount in cash equal to (A) the Adjustment Escrow Funds, multiplied by (B) such Holder’s Escrow Percentage, and (ii) Acquiror shall pay to each Holder an amount in cash equal to (x) such Holder’s Escrow Percentage, multiplied by (y) Acquiror’s calculation of the Adjustment Amount, the Closing Consideration, and the Current Blocker Tax Liabilities, and such processes are not intended to permit the introduction . If Acquiror’s calculation of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Statement or determining the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder ExpensesFunded Debt Amount, the Closing Date Cash, Cash Amount and the Closing Date Other Outstanding Company Expenses results in a calculation of the Adjustment Amount that is a negative number and the absolute value of such calculation of the Adjustment Amount is less than the amount of the Adjustment Escrow Funds, Acquiror and the Holder Representative shall immediately deliver joint written instruction to the Escrow Agent instructing the Escrow Agent to pay to each Holder an amount in cash equal to (i) the excess of the entire Adjustment Escrow Funds over Acquiror’s calculation of the Adjustment Amount, multiplied by (ii) such Holder’s Escrow Percentage (it being understood and agreed that such payment shall not limit the Current Blocker Tax Liabilities unless such differences are required by GAAPrights of the Holder Representative pursuant to this Section 3.4). Following the Closing, Acquiror shall provide the Holder Representative and its representatives shall have the right to reasonable access following prior notice to the books, records, the chief financial officer properties and auditors personnel of the Company Group and the Company Subsidiaries relating to the extent relevant for its review preparation of the Post-Closing Statement and the Surviving Entity calculation of the Closing Date Net Working Capital, the Closing Date Funded Debt Amount, the Closing Date Cash Amount and the Closing Date Outstanding Company Expenses, and shall cause the employees and auditors personnel of the Company Group and the Company Subsidiaries to reasonably cooperate with the Holder Representative in connection with its review of the Post-Closing Statement (subject to customary access agreements as may be required by and such auditors)calculations.

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event on or before the date that is the later of forty-five within sixty (4560) days after the Closing Date thereafter, Buyer shall cause to be prepared and January 31, 2019, Acquiror shall prepare and deliver delivered to the Holder Stockholders’ Representative an unaudited consolidated balance sheet of the Company Group (the “Closing Balance Sheet”) and an unaudited consolidated a statement of the Company Group as of the close of business on the Closing Date (the “Closing Statement”) setting forth Buyer’s calculation of (i) a calculation Cash as of 12:01:01 a.m. (Eastern Time) on the Closing Date Net Working Capital(the “Closing Cash”), (ii) a calculation Net Working Capital as of 12:01:01 a.m. on the Closing Date Indebtedness(the “Closing Net Working Capital”), (iii) a calculation of the Holder Transaction Expenses (the “Closing Transaction Expenses”), (iv) a calculation of the Closing Date CashIndebtedness, including the Defeasance Costs and the Debt Repayment Expenses (v) a calculation of the “Adjusted Closing Date Other Adjustment Amount, (vi) the Closing Consideration calculated based on the items in the foregoing clauses (i) through (vIndebtedness”), and (viiv) the Current Blocker Tax LiabilitiesSeverance Amount (the “Closing Severance Amount”) in each case along with supporting detail to evidence the calculations of such amounts. The Closing Balance Sheet, Statement and the calculations set forth therein shall be prepared in accordance with the Company Accounting Policies and the definitions herein. The parties hereto acknowledge and agree that the sole purpose of the determination of the Closing Statement, including the Closing Date Net Working Capital, the Closing Date IndebtednessCash, the Holder Closing Transaction Expenses, the Closing Date Cash and the Closing Date Other Adjustment Severance Amount and the Current Blocker Tax Liabilities shall be determined on a consolidated basis using Adjusted Closing Indebtedness is to determine the Agreed Accounting Principlesamount, and shall not include any changes in assets or liabilities as a result of purchase or other non-cash accounting adjustments or other changes arising from or resulting as a consequence if any, of the transactions contemplated hereby. The parties agree that the purpose of preparing the Closing Balance Sheet and the Closing Statement, including the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash and the Closing Date Other Adjustment Amount and the related purchase price adjustment contemplated by this Section 2.7 is 3.3 so as to measure reflect, respectively, the amount of differences, if any, between the Estimated Net Working Capital and the Closing Date Net Working Capital, the Estimated Cash and the Closing Date IndebtednessCash, the Holder Estimated Transaction Expenses and the Closing Transaction Expenses, the Closing Date Cash, Estimated Severance Amount and the Closing Date Other Adjustment Amount, the Closing Consideration, and the Current Blocker Tax Liabilities, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Statement or determining the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Severance Amount, and the Current Blocker Tax Liabilities unless such differences are required by GAAP. Following the Closing, Holder Representative and its representatives shall have the right to reasonable access following prior notice to the books, records, the chief financial officer and auditors of the Company Group to the extent relevant for its review of the Estimated Closing Statement Indebtedness and the Surviving Entity shall cause the employees and auditors of the Company Group to reasonably cooperate with the Holder Representative in connection with its review of the Adjusted Closing Statement (subject to customary access agreements as may be required by such auditors)Indebtedness.

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event on or before the date that is the later of forty-five within one hundred twenty (45120) calendar days after the Closing Date and January 31thereof, 2019, Acquiror Purchaser shall prepare and deliver to the Holder Holders’ Representative an unaudited consolidated balance sheet a calculation of the Company Group (the “Closing Balance Sheet”) and an unaudited consolidated statement of the Company Group as of the close of business on the Closing Date (the “Closing Statement”) setting forth (i) a calculation of the Closing Date Net Working Capital, (ii) a calculation of the Closing Date IndebtednessFunded Debt Amount, (iii) a calculation of the Holder Expenses, (iv) a calculation of the Closing Date Cash, (v) a calculation of the Closing Date Other Adjustment Amount, (vi) the Closing Consideration calculated based on the items in the foregoing clauses (i) through (v), and (vii) the Current Blocker Tax Liabilities. The Closing Balance Sheet, the Closing Statement, including the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash Amount and (iv) the Closing Date Other Adjustment Amount and Outstanding Company Expenses (the Current Blocker Tax Liabilities shall be determined on a consolidated basis using the Agreed Accounting Principles, and shall not include any changes in assets or liabilities as a result of purchase or other non“Post-cash accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby. The parties agree that the purpose of preparing the Closing Balance Sheet and the Closing Statement, including the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash and the Closing Date Other Adjustment Amount and the related purchase price adjustment contemplated by this Section 2.7 is to measure the amount ”). If Purchaser’s calculation of the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder ExpensesFunded Debt Amount, the Closing Date Cash, Cash Amount and the Closing Date Other Outstanding Company Expenses results in a calculation of the Adjustment Amount that is a positive number, (i) Purchaser and the Holders’ Representative shall immediately deliver joint written instruction to the Escrow Agent instructing the Escrow Agent to pay to the Seller an amount in cash equal to the Adjustment Escrow Funds and (ii) Purchaser shall pay to the Seller an amount in cash equal to Purchaser’s calculation of the Adjustment Amount, the Closing Consideration, and the Current Blocker Tax Liabilities, and such processes are not intended to permit the introduction . If Purchaser’s calculation of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Statement or determining the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder ExpensesFunded Debt Amount, the Closing Date CashCash Amount and the Closing Date Outstanding Company Expenses results in a calculation of the Adjustment Amount that is a negative number and the absolute value of such calculation of the Adjustment Amount is less than the amount of the Adjustment Escrow Funds, Purchaser and the Holders’ Representative shall immediately deliver joint written instruction to the Escrow Agent instructing the Escrow Agent to pay to the Seller an amount in cash equal to the excess of the entire Adjustment Escrow Funds over the absolute value of Purchaser’s calculation of the Adjustment Amount. Following the delivery of the Post-Closing Statement, Purchaser shall provide the Holders’ Representative and his representatives access to the records, properties and personnel of the Company and the Company Subsidiary relating to the preparation of the Post-Closing Statement and the calculation of the Closing Date Net Working Capital, the Closing Date Other Adjustment Funded Debt Amount, the Closing Date Cash Amount and the Current Blocker Tax Liabilities unless such differences are required by GAAP. Following Closing Date Outstanding Company Expenses, and shall cause the Closing, Holder Representative and its representatives shall have the right to reasonable access following prior notice to the books, records, the chief financial officer and auditors personnel of the Company Group to the extent relevant for its review of the Closing Statement and the Surviving Entity shall cause the employees and auditors of the Company Group to reasonably cooperate with the Holder Holders’ Representative in connection with its the Holders’ Representative’s review of the Post-Closing Statement (subject to customary access agreements as may be required by and such auditors)calculations.

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event on or before the date that is the later of forty-five within ninety (4590) days after the Closing Date and January 31, 2019thereafter, Acquiror shall prepare and deliver to the Holder Representative an unaudited consolidated balance sheet of the Company Group (the “Closing Balance Sheet”) and an unaudited consolidated statement of the Company Group as of 11:59 P.M., Pacific Standard Time, on the close of business on day immediately preceding the Closing Date (the “Closing Statement”) setting forth (i) a calculation of the Closing Date Net Working Capital, (ii) a calculation of the Closing Date Indebtedness, (iii) a calculation of the Holder Expenses, (iv) a calculation of the Adjusted Closing Date Cash, and (v) a calculation of the Closing Date Other Adjustment Amount, (vi) the Closing Consideration calculated based on the items in the foregoing clauses (i) through (viv), and (vii) the Current Blocker Tax Liabilities. The Closing Balance Sheet, the Closing Statement, including the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, Expenses and the Adjusted Closing Date Cash and the Closing Date Other Adjustment Amount and the Current Blocker Tax Liabilities shall be determined on a consolidated basis using prepared in accordance with the Agreed Accounting Calculation Principles, and shall not include any changes in assets or liabilities as a result of purchase or other non-cash accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby. The parties agree that the purpose of preparing the Closing Balance Sheet and the Closing Statement, including the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, Expenses and the Adjusted Closing Date Cash and the Closing Date Other Adjustment Amount and the related purchase price adjustment contemplated by this Section 2.7 2.8(a) is to measure the amount of the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, Expenses and the Adjusted Closing Date Cash, the Closing Date Other Adjustment Amount, the Closing Consideration, and the Current Blocker Tax Liabilities, and such processes are not intended to . Acquiror shall (i) permit the introduction Holder Representative and its Representatives to have reasonable access to the books and records and working papers pertaining to or used in connection with the preparation of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Statement or determining and Acquiror’s calculation of the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, Expenses and the Adjusted Closing Date Cash, Cash and (ii) provide the Closing Date Other Adjustment Amount, and the Current Blocker Tax Liabilities unless such differences are required by GAAP. Following the Closing, Holder Representative and its representatives shall have the right to reasonable access following prior notice to the books, records, the chief financial officer and auditors of the Company Group to the extent relevant for its review of the Closing Statement Acquiror’s and the Surviving Entity shall cause the Entity’s employees and auditors of the Company Group to accountants as reasonably cooperate with requested by the Holder Representative in connection with its review of the Closing Statement (subject to customary access agreements as may be required by such auditors); provided, that, such access will be in a manner that does not interfere with the normal business operations of Acquiror or the Surviving Entity.

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event on or before within seventy-five (75) calendar days following the date thereof, Parent shall prepare and deliver to Seller Representative a schedule (the “Adjustment Schedule”) setting forth a calculation of the final Aggregate Purchase Price and each of the components thereof (including the PlasChem Net Indebtedness) and attach reasonable documentation supporting Parent’s calculations. In the event Parent does not deliver the Adjustment Schedule within the seventy-five (75) day period specified in the immediately preceding sentence, at Seller Representative’s election, either (i) the Closing Aggregate Purchase Price shall become final and binding upon the parties hereto or (ii) Parent shall continue to be obligated to deliver the Adjustment Schedule. Parent shall afford, and cause the Surviving Company and its Subsidiaries to afford, Seller Representative and its Representatives reasonable access to the work papers and other books and records (including Tax records) of Parent, the Surviving Blocker, the Surviving Company and their respective Subsidiaries for purposes of assisting Seller Representative and its Representatives in their review of the Adjustment Schedule. The Adjustment Schedule and the resulting calculation of the Aggregate Purchase Price shall become final and binding upon the parties hereto thirty (30) days following Seller Representative’s receipt of the Adjustment Schedule unless Seller Representative provides written notice of its objection (an “Objection Statement”) to Parent prior to the expiration of such thirty (30) day period. Any Objection Statement shall specify in reasonable detail the nature and amount of any disagreement so asserted, a reasonably detailed explanation of the basis thereof, and attach documentation supporting Seller Representative’s calculations. If Seller Representative shall have timely delivered an Objection Statement to Parent, Parent and Seller Representative may negotiate to resolve any objections set forth therein for a period of no more than thirty (30) days, and, if Parent and Seller Representative resolve each of Seller Representative’s objections as set forth on the Objection Statement, the Adjustment Schedule, as revised pursuant to such negotiations, shall become final and binding upon the parties hereto. If, following such thirty (30) day period, any of the objections set forth on the Objection Statement shall remain outstanding, Parent or Seller Representative may refer such disputed items for resolution by an internationally recognized independent accounting firm mutually agreeable to Parent and Seller Representative; provided that in the event that Parent and Seller Representative fail to agree thereon, the accounting firm shall be Ernst & Young LLP (such firm, the “Independent Accountant”); provided that if Ernst & Young LLP is unwilling or unable to serve as the Independent Accountant and Seller Representative and Parent are unable to select an alternative firm within thirty (30) days after delivery of the Objection Statement, either Parent or Seller Representative may request the American Arbitration Association appoint, within twenty (20) days from the date of such request, an internationally recognized independent accounting firm. Each of Parent and Seller Representative shall promptly provide their assertions regarding the Aggregate Purchase Price in writing to the Independent Accountant and to each other. The Independent Accountant shall be instructed to render its determination with respect to such disagreements as soon as reasonably practicable (which shall be no later of than forty-five (45) days after the Closing Date and January 31, 2019, Acquiror shall prepare and deliver to the Holder Representative an unaudited consolidated balance sheet of the Company Group (the “Closing Balance Sheet”) and an unaudited consolidated statement of the Company Group as of the close of business on the Closing Date (the “Closing Statement”) setting forth (i) a calculation of the Closing Date Net Working Capital, (ii) a calculation of the Closing Date Indebtedness, (iii) a calculation of the Holder Expenses, (iv) a calculation of the Closing Date Cash, (v) a calculation of the Closing Date Other Adjustment Amount, (vi) the Closing Consideration calculated based on the items in the foregoing clauses (i) through (v), and (vii) the Current Blocker Tax Liabilities. The Closing Balance Sheet, the Closing Statement, including the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash and the Closing Date Other Adjustment Amount and the Current Blocker Tax Liabilities shall be determined on a consolidated basis using the Agreed Accounting Principles, and shall not include any changes in assets or liabilities as a result of purchase or other non-cash accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby. The parties agree that the purpose of preparing the Closing Balance Sheet and the Closing Statement, including the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash and the Closing Date Other Adjustment Amount and the related purchase price adjustment contemplated by this Section 2.7 is to measure the amount of the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, the Closing Consideration, and the Current Blocker Tax Liabilities, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Statement or determining the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, and the Current Blocker Tax Liabilities unless such differences are required by GAAP. Following the Closing, Holder Representative and its representatives shall have the right to reasonable access following prior notice to the books, records, the chief financial officer and auditors of the Company Group to the extent relevant for its review of the Closing Statement and the Surviving Entity shall cause the employees and auditors of the Company Group to reasonably cooperate with the Holder Representative in connection with its review of the Closing Statement (subject to customary access agreements as may be required by such auditors).the

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event on or before the date that is the later of forty-five (45) within 90 calendar days after the Closing Date and January 31, 2019thereof, Acquiror shall prepare and deliver to the Holder Representative (i) an unaudited consolidated balance sheet of the Company Group and its Subsidiaries (the “Closing Balance Sheet”), (ii) and an unaudited consolidated statement a calculation of Net Working Capital (“Closing Date Net Working Capital”), (iii) a calculation of the aggregate amount of all Funded Debt of the Company Group (“Closing Date Funded Debt”), (iv) a calculation of Cash and Cash Equivalents of the Company (“Closing Date Cash”) and (v) if applicable, a calculation of Outstanding Company Expenses not paid by Acquiror at Closing in accordance with Section 2.6 (“Additional Outstanding Company Expenses”), in each case, calculated as of the close of business on the Business Day immediately preceding the Closing Date. The Closing Date Net Working Capital shall be prepared in accordance with Annex B (and without any change in any reserves, or introduction of any new reserves, from the “Closing Statement”) setting forth (i) a reserves included in the calculation of the Estimated Closing Statement). If Acquiror’s calculation of Closing Date Net Working Capital, (ii) Closing Date Funded Debt, Closing Date Cash and Additional Outstanding Company Expenses results in a calculation of the Closing Date IndebtednessAdjustment Amount that is a positive number, Acquiror and the Holder Representative shall immediately deliver joint written instruction to the Escrow Agent instructing the Escrow Agent to pay to each Holder an amount in cash equal to (iiii) a the Adjustment Escrow Funds, multiplied by (ii) such Holder’s Escrow Percentage. In addition, Acquiror shall pay to each Holder an amount in cash equal to (i) such Holder’s Escrow Percentage, multiplied by (ii) Acquiror’s calculation of the Holder Expenses, (iv) a Adjustment Amount. If Acquiror’s calculation of the Closing Date Cash, (v) a calculation of the Closing Date Other Adjustment Amount, (vi) the Closing Consideration calculated based on the items in the foregoing clauses (i) through (v), and (vii) the Current Blocker Tax Liabilities. The Closing Balance Sheet, the Closing Statement, including the Closing Date Net Working Capital, the Closing Date IndebtednessFunded Debt, the Holder Expenses, the Closing Date Cash and Additional Outstanding Company Expenses results in a calculation of the Closing Date Other Adjustment Amount that is a negative number and such calculation of the Adjustment Amount is less than the amount of the Adjustment Escrow Funds, Acquiror and the Current Blocker Tax Liabilities Holder Representative shall be determined on a consolidated basis using immediately deliver joint written instruction to the Agreed Accounting PrinciplesEscrow Agent instructing the Escrow Agent to pay to each Holder an amount in cash equal to (i) the excess of the entire Adjustment Escrow Funds over Acquiror’s calculation of the Adjustment Amount, multiplied by (ii) such Holder’s Escrow Percentage (it being understood and agreed that such payment shall not include any changes in assets or liabilities as a result of purchase or other non-cash accounting adjustments or other changes arising from or resulting as a consequence limit the rights of the transactions contemplated herebyHolder Representative pursuant to this Section 2.4(a)). The parties agree that Following the purpose Closing, Acquiror shall provide the Holder Representative and its representatives reasonable access to the records, properties and personnel of preparing the Company and its Subsidiaries relating to the preparation of the Closing Balance Sheet and shall cause the Closing Statement, including the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash and the Closing Date Other Adjustment Amount and the related purchase price adjustment contemplated by this Section 2.7 is to measure the amount of the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, the Closing Consideration, and the Current Blocker Tax Liabilities, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Statement or determining the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, and the Current Blocker Tax Liabilities unless such differences are required by GAAP. Following the Closing, Holder Representative and its representatives shall have the right to reasonable access following prior notice to the books, records, the chief financial officer and auditors personnel of the Company Group to the extent relevant for and its review of the Closing Statement and the Surviving Entity shall cause the employees and auditors of the Company Group Subsidiaries to reasonably cooperate with the Holder Representative in connection with its review of the Closing Statement (subject to customary access agreements as may be required by such auditors)Balance Sheet.

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event on or before the date that is the later of forty-five within ninety (4590) days after the Closing Date and January 31, 2019thereof, Acquiror shall prepare and deliver to the Holder Representative an unaudited consolidated balance sheet of the Company Group (the “Closing Balance Sheet”) and an unaudited consolidated a statement of the Company Group as of the close of business on the Closing Date (the “Closing Statement”) setting forth Acquiror’s good faith calculation of (i) a Net Working Capital (“Closing Date Net Working Capital”), (ii) Funded Debt (“Closing Date Funded Debt”), (iii) Cash (“Closing Date Cash”), and (iv) Outstanding Company Expenses (“Closing Date Outstanding Company Expenses”), in each case, as of Calculation Time, and the calculation of the Final Net Working Capital Adjustment Amount and the Final Merger Consideration based on the foregoing and the 2023 EBITDA Adjustment Amount; provided, however, notwithstanding the foregoing, the amount of the Estimated Accrued Income Taxes shall be calculated as set forth in the definition thereof. Closing Date Net Working Capital, Closing Date Funded Debt, Closing Date Cash and Closing Date Outstanding Company Expenses shall be calculated, in accordance with this Agreement without giving effect to the transactions contemplated by this Agreement, and the determination of any items included in the Closing Statement shall be based on facts, circumstances and information available to Acquiror as of the date on which the Closing Statement is delivered by Acquiror to the Holder Representative with regards to conditions that existed as of the Calculation Time in accordance with Financial Accounting Standards Board Accounting Standard Codifications Topic 855, Subsequent events; provided, however, that, for the avoidance of doubt, the calculation of the amount of the Estimated Accrued Income Taxes shall be calculated as set forth in the definition thereof. The parties hereto acknowledge and agree that the purpose of preparing and calculating the Closing Date Net Working Capital, (ii) a calculation of the Closing Date IndebtednessFunded Debt, (iii) a calculation of the Holder Expenses, (iv) a calculation of the Closing Date Cash, (v) a calculation of the Cash and Closing Date Other Adjustment Amount, (vi) Outstanding Company Expenses hereunder is to measure changes from the Closing Consideration calculated based on the items in the foregoing clauses (i) through (v), and (vii) the Current Blocker Tax Liabilities. The Closing Balance Sheet, the Closing Statement, including the Closing Date Estimated Net Working Capital, the Closing Date IndebtednessEstimated Funded Debt, the Holder Expenses, the Closing Date Estimated Cash and the Closing Date Other Adjustment Amount and the Current Blocker Tax Liabilities shall be determined on a consolidated basis using the Agreed Accounting Principles, and shall not include any changes in assets or liabilities as a result of purchase or other non-cash accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby. The parties agree that the purpose of preparing the Closing Balance Sheet and the Closing Statement, including the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash and the Closing Date Other Adjustment Amount and the related purchase price adjustment contemplated by this Section 2.7 is to measure the amount of the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, the Closing Consideration, and the Current Blocker Tax Liabilities, and such processes are not intended to permit Estimated Outstanding Company Expenses without the introduction or application of new or different judgments, accounting methods, policies, principles, practices, procedures, classifications classifications, judgments or estimation methodologies for methodologies. With respect to each item included in the purpose Closing Statement, Acquiror shall provide all relevant supporting documentation, including underlying schedules, calculations and spreadsheets. Following the delivery of preparing the Closing Statement (or determining if Acquiror does not deliver the Closing Date Net Working CapitalStatement, the Closing Date Indebtedness, the Holder Expenses, last day on which the Closing Date CashStatement may be timely delivered pursuant to this Section 3.4(a)) and through the Determination Date, Acquiror shall provide the Closing Date Other Adjustment Amount, and the Current Blocker Tax Liabilities unless such differences are required by GAAP. Following the Closing, Holder Representative and its representatives shall have the right to reasonable access following prior notice to all books and records, properties, personnel and (subject to the booksexecution of customary work paper access letters, records, the chief financial officer if requested) workpapers and auditors of the Company Group and its Subsidiaries relating to the extent relevant for its review preparation of the Closing Statement and shall direct the Surviving Entity shall cause the employees then-current and auditors former personnel of the Company Group and its Subsidiaries to reasonably cooperate with the Holder Representative and its representatives in connection with its review of the Closing Statement (subject and the resolution of any disputes contemplated by Section 3.4(b). If Acquiror fails for any reason to customary access agreements as may be deliver the Closing Statement within the time period required by such auditorsthis Section 3.4(a), then the Estimated Closing Statement (and the calculations contained therein) shall be considered for all purposes of this Agreement to be the Closing Statement, with respect to which the Holder Representative shall have all of its rights under this Section 3.4, including the right to dispute the calculations set forth therein in accordance with the provisions of Section 3.4(b). Without the prior written consent of the Holder Representative, Acquiror may not amend or modify the Closing Statement following its delivery to the Holder Representative.

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event on or before the date that is the later of forty-five within one hundred twenty (45120) calendar days after the Closing Date and January 31, 2019thereof, Acquiror shall prepare and deliver to the Holder Representative an unaudited consolidated balance sheet Seller a calculation of the Company Group (the “Closing Balance Sheet”) and an unaudited consolidated statement of the Company Group as of the close of business on the Closing Date (the “Closing Statement”) setting forth (i) a calculation of the Closing Date Net Working Capital, (ii) a calculation of the Closing Date IndebtednessFunded Debt Amount, (iii) a calculation of the Holder Expenses, (iv) a calculation of the Closing Date Cash, (v) a calculation of the Closing Date Other Adjustment Amount, (vi) the Closing Consideration calculated based on the items in the foregoing clauses (i) through (v), and (vii) the Current Blocker Tax Liabilities. The Closing Balance Sheet, the Closing Statement, including the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash Amount and (iv) the Closing Date Other Adjustment Amount and Outstanding Company Expenses (the Current Blocker Tax Liabilities shall be determined on a consolidated basis using the Agreed Accounting Principles, and shall not include any changes in assets or liabilities as a result of purchase or other non“Post-cash accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby. The parties agree that the purpose of preparing the Closing Balance Sheet and the Closing Statement, including the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash and the Closing Date Other Adjustment Amount and the related purchase price adjustment contemplated by this Section 2.7 is to measure the amount ”). If Acquiror’s calculation of the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder ExpensesFunded Debt Amount, the Closing Date Cash, Cash Amount and the Closing Date Other Outstanding Company Expenses results in a calculation of the Adjustment Amount that is a positive number, (i) Acquiror and the Seller shall immediately deliver joint written instruction to the Escrow Agent instructing the Escrow Agent to pay to the Seller an amount in cash equal to the Adjustment Escrow Funds and (ii) Acquiror shall pay to the Seller an amount in cash equal to Acquiror’s calculation of the Adjustment Amount, the Closing Consideration, and the Current Blocker Tax Liabilities, and such processes are not intended to permit the introduction . If Acquiror’s calculation of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Statement or determining the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder ExpensesFunded Debt Amount, the Closing Date Cash, Cash Amount and the Closing Date Other Outstanding Company Expenses results in a calculation of the Adjustment Amount that is a negative number and the absolute value of such calculation of the Adjustment Amount is less than the amount of the Adjustment Escrow Funds, Acquiror and the Seller shall immediately deliver joint written instruction to the Escrow Agent instructing the Escrow Agent to pay to the Seller an amount in cash equal to the excess of the entire Adjustment Escrow Funds over Acquiror’s calculation of the Adjustment Amount, and the Current Blocker Tax Liabilities unless such differences are required by GAAP. Following the Closing, Holder Representative Acquiror shall provide the Seller and its representatives shall have the right to reasonable access following prior notice to the books, records, the chief financial officer properties and auditors personnel of the Company Group and the Company Subsidiaries relating to the extent relevant for its review preparation of the Post-Closing Statement and the Surviving Entity calculation of the Closing Date Net Working Capital, the Closing Date Funded Debt Amount, the Closing Date Cash Amount and the Closing Date Outstanding Company Expenses, and shall cause the employees and auditors personnel of the Company Group and the Company Subsidiaries to reasonably cooperate with the Holder Representative Seller in connection with its review of the Post-Closing Statement (subject to customary access agreements as may be required by and such auditors)calculations.

Adjustment Amount. (a) Not less than two (2) Business Days prior to the Initial Closing Date, Seller shall deliver to Buyer a written statement setting forth its good faith estimate of (A) the aggregate amount of all Indebtedness as of the close of business on the day immediately preceding the Initial Closing Date (the “Estimated Closing Date Indebtedness”), and (B) the Cash on Hand, which shall assume, for the purposes of this Section 3.09(a), that the amount of Xxxxx Cash included in Cash on Hand is equal to the Minimum Xxxxx Cash Requirement (the “Estimated Closing Date Cash”). (b) As soon as reasonably practicable following the Initial Closing Date, and in any event on or before the date that is the later of forty-five within sixty (4560) days after the Closing Date and January 31thereof, 2019, Acquiror Buyer shall prepare and deliver to the Holder Representative Seller (i) an unaudited consolidated combined balance sheet of the Company Group (the “Closing Balance Sheet”) and an unaudited consolidated statement of the Company Group Business as of the close of business on the day immediately preceding the Initial Closing Date (the “Closing StatementBalance Sheet”) setting forth (i) a calculation of the Closing Date Net Working Capital), (ii) a calculation of the aggregate amount of all Indebtedness as set forth on the Closing Balance Sheet as of the day immediately preceding the Initial Closing Date (the “Closing Date Indebtedness, ”) and (iii) a calculation of the Holder ExpensesCash on Hand (including the calculation of Xxxxx Cash) (the “Closing Date Cash”), in each case, determined without giving effect to (A) the consummation of the transactions contemplated by this Agreement (including any adjustments as a result of the application of purchase accounting), (ivB) any financing transactions in connection therewith or, by Buyer or its Subsidiaries (including the Purchased Subsidiaries) after the Initial Closing, or (C) any action or omission by Buyer or any of its Subsidiaries (including the Purchased Subsidiaries) with respect to the Business or the Purchased Subsidiaries that is not in the ordinary course of business consistent with past practice. Except as otherwise provided herein, the Closing Balance Sheet shall be prepared in accordance with GAAP; provided, however, that the Closing Balance Sheet shall reflect no increases in reserves (regardless of whether any such reserve is recorded as an offset to a current asset’s carrying value or is included as an accrued liability in the Closing Balance Sheet) from amounts contained in the Balance Sheet, other than changes therein attributable to changes in facts and circumstances occurring after the Financial Statement Date and prior to the Initial Closing. Following the Initial Closing, Buyer shall provide Seller and its Representatives reasonable access, during normal business hours and upon reasonable prior notice, to 16 the records, properties, management personnel and (subject to the execution of customary work paper access letters if requested) auditors of Buyer relating to the preparation of the Closing Balance Sheet and shall cause the management personnel of Buyer and its Subsidiaries to cooperate with Seller and its Representatives in connection with their review of the Closing Balance Sheet, provided, that such access does not (i) unreasonably interfere with the normal operations of Buyer or (ii) based on advice of counsel, (A) result in the waiver of attorney-client privilege, or (B) violate any applicable Law. (c) If Seller disagrees with the calculation of the Closing Date Indebtedness or the Closing Date Cash, it shall notify Buyer of such disagreement in writing, setting forth in reasonable detail the particulars of such disagreement, within thirty (v30) a calculation days after its receipt of the Closing Date Other Adjustment Amount, (vi) the Closing Consideration calculated based on the items in the foregoing clauses (i) through (v), and (vii) the Current Blocker Tax Liabilities. The Closing Balance Sheet. In the event that Seller does not provide such a notice of disagreement within such thirty (30)-day period, the Closing Statement, including the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash and the Closing Date Other Adjustment Amount and the Current Blocker Tax Liabilities Seller shall be determined on a consolidated basis using the Agreed Accounting Principles, and shall not include any changes in assets or liabilities as a result of purchase or other non-cash accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby. The parties agree that the purpose of preparing deemed to have accepted the Closing Balance Sheet and the Closing Statement, including calculation of the Closing Date Net Working CapitalIndebtedness and the Closing Date Cash delivered by Buyer, which shall be final, binding and conclusive for all purposes hereunder. In the event any such notice of disagreement is timely provided, Buyer and Seller shall use reasonable best efforts for a period of thirty (30) days (or such longer period as they may mutually agree) to resolve any disagreements with respect to the calculations of the Closing Date Indebtedness or the Closing Date Cash. If, at the end of such period, they are unable to resolve such disagreements, then an independent accounting or financial consulting firm of recognized national standing as may be mutually selected by Buyer and Seller (the “Auditor”) shall resolve any remaining disagreements. The Auditor shall act as an expert, and not as an arbiter, and shall determine as promptly as practicable, but in any event within thirty (30) days of the date on which such dispute is referred to the Auditor, whether the Closing Balance Sheet was prepared in accordance with the standards set forth in Section 3.09(b) and (only with respect to the remaining disagreements submitted to the Auditor) whether and to what extent (if any) the Closing Date Indebtedness or the Closing Date Cash require adjustment. The fees and expenses of the Auditor shall be paid one-half by Buyer and one-half by Seller. The determination of the Auditor shall be final, conclusive and binding on the Parties hereto. The date on which the Closing Date Indebtedness and the Closing Date Cash are finally determined in accordance with this Section 3.09(c) is hereinafter referred to as the “Determination Date.” (d) The “Adjustment Amount,” which may be positive or negative, shall mean (i) the Estimated Closing Date Indebtedness, minus the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash and the Closing Date Other Adjustment Amount and the related purchase price adjustment contemplated by this Section 2.7 is to measure the amount of the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, plus (ii) the Closing Date Cash, minus the Closing Date Other Adjustment Amount, the Closing Consideration, and the Current Blocker Tax Liabilities, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Statement or determining the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Estimated Closing Date Cash. If the Adjustment Amount is a positive number, then the Purchase Price shall be increased by such Adjustment Amount (the “Increase Amount”), and if the Adjustment Amount is a negative number, the Closing Date Other Purchase Price shall be decreased by the absolute value of the Adjustment Amount (the “Deficit Amount”). The Adjustment Amount shall be paid in accordance with Section 3.09(e). (e) If there is an Increase Amount, then, promptly following the Determination Date, and in any event within five (5) Business Days of the Current Blocker Tax Liabilities unless such differences are required by GAAP. Following the ClosingDetermination Date, Holder Representative and its representatives Buyer shall have the right pay to reasonable access following prior notice Seller an amount in cash equal to the booksIncrease Amount. If there is a Deficit Amount, recordsthen, promptly following the chief financial officer Determination Date, and auditors in any event within five (5) Business Days of the Company Group Determination Date, Seller shall pay to Buyer an amount in cash equal to the extent relevant for its review of the Closing Statement and the Surviving Entity shall cause the employees and auditors of the Company Group to reasonably cooperate with the Holder Representative in connection with its review of the Closing Statement (subject to customary access agreements as may be required by such auditors)Deficit Amount. Section 3.10.

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event on or before within seventy-five (75) calendar days following the date thereof, Parent shall prepare and deliver to Seller Representative a schedule (the “Adjustment Schedule”) setting forth a calculation of the final Aggregate Purchase Price and each of the components thereof (including the PlasChem Net Indebtedness) and attach reasonable documentation supporting Parent’s calculations. In the event Parent does not deliver the Adjustment Schedule within the seventy-five (75) day period specified in the immediately preceding sentence, at Seller Representative’s election, either (i) the Closing Aggregate Purchase Price shall become final and binding upon the parties hereto or (ii) Parent shall continue to be obligated to deliver the Adjustment Schedule. Parent shall afford, and cause the Surviving Company and its Subsidiaries to afford, Seller Representative and its Representatives reasonable access to the work papers and other books and records (including Tax records) of Parent, the Surviving Blocker, the Surviving Company and their respective Subsidiaries for purposes of assisting Seller Representative and its Representatives in their review of the Adjustment Schedule. The Adjustment Schedule and the resulting calculation of the Aggregate Purchase Price shall become final and binding upon the parties hereto thirty (30) days following Seller Representative’s receipt of the Adjustment Schedule unless Seller Representative provides written notice of its objection (an “Objection Statement”) to Parent prior to the expiration of such thirty (30) day period. Any Objection Statement shall specify in reasonable detail the nature and amount of any disagreement so asserted, a reasonably detailed explanation of the basis thereof, and attach documentation supporting Seller Representative’s calculations. If Seller Representative shall have timely delivered an Objection Statement to Parent, Parent and Seller Representative may negotiate to resolve any objections set forth therein for a period of no more than thirty (30) days, and, if Parent and Seller Representative resolve each of Seller Representative’s objections as set forth on the Objection Statement, the Adjustment Schedule, as revised pursuant to such negotiations, shall become final and binding upon the parties hereto. If, following such thirty (30) day period, any of the objections set forth on the Objection Statement shall remain outstanding, Parent or Seller Representative may refer such disputed items for resolution by an internationally recognized independent accounting firm mutually agreeable to Parent and Seller Representative; provided that in the event that Parent and Seller Representative fail to agree thereon, the accounting firm shall be Ernst & Young LLP (such firm, the “Independent Accountant”); provided that if Ernst & Young LLP is unwilling or unable to serve as the Independent Accountant and Seller Representative and Parent are unable to select an alternative firm within thirty (30) days after delivery of the Objection Statement, either Parent or Seller Representative may request the American Arbitration Association appoint, within twenty (20) days from the date of such request, an internationally recognized independent accounting firm. Each of Parent and Seller Representative shall promptly provide their assertions regarding the Aggregate Purchase Price in writing to the Independent Accountant and to each other. The Independent Accountant shall be instructed to render its determination with respect to such disagreements as soon as reasonably practicable (which shall be no later of than forty-five (45) days after following the Closing Date and January 31, 2019, Acquiror shall prepare and deliver date on which the remaining objections are referred to the Holder Independent Accountant). The Independent Accountant shall act as an expert and not an arbitrator and shall base its determination solely upon the written submissions of Parent and Seller Representative, any oral advocacy by each of Parent and Seller Representative an unaudited consolidated balance sheet in front of the Company Group Independent Accountant and the applicable provisions of this Agreement (and shall not conduct an independent investigation). Without limiting the “Closing Balance Sheet”) and an unaudited consolidated statement foregoing, the Independent Accountant will resolve the dispute with respect to each disputed component of the Company Group Aggregate Purchase Price by assigning a value, as determined by the Independent Accountant, to each component thereof, that is no higher than the highest amount, or lowest than the lowest amount, claimed with respect to such item in Seller Representative’s final calculation thereof (as modified following discussions with Parent and as submitted to the Independent Accountant at the outset of the close dispute resolution process with a copy to Parent) or Parent’s final calculation thereof (as modified following discussions with Seller Representative and as submitted to the Independent Accountant at the outset of business the dispute resolution process with a copy to Seller Representative), as applicable. The determination of the Independent Accountant shall be final, conclusive and binding on the Closing Date (parties hereto, and no such Person shall seek further recourse from any other Person or Governmental Entity other than to enforce the “Closing Statement”) setting forth (i) a calculation determination of the Closing Date Net Working Capital, (ii) a calculation Independent Accountant. All fees and expenses of the Closing Date IndebtednessIndependent Accountant relating to the work, (iii) a calculation of if any, to be performed by the Holder ExpensesIndependent Accountant hereunder shall be borne by the Selling Equityholders on the one hand, (iv) a calculation of and Parent on the Closing Date Cashother hand, (v) a calculation of the Closing Date Other Adjustment Amount, (vi) the Closing Consideration calculated based on the items in percentage that the foregoing clauses (i) through (v), portion of the contested amount not awarded to each party bears to the amount actually contested by such party and (vii) such allocation of fees and expenses shall be calculated by the Current Blocker Tax LiabilitiesIndependent Accountant and shall be final and binding on the parties. The Closing Balance SheetAs used herein, the Closing Statement, including the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash and the Closing Date Other Adjustment Amount and the Current Blocker Tax Liabilities shall be determined on a consolidated basis using the Agreed Accounting Principles, and shall not include any changes in assets or liabilities as a result of purchase or other non-cash accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby. The parties agree that the purpose of preparing the Closing Balance Sheet and the Closing Statement, including the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash and the Closing Date Other Adjustment Amount and the related purchase price adjustment contemplated by this Section 2.7 is to measure the amount of the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, the Closing Consideration, and the Current Blocker Tax Liabilities, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Statement or determining the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, and the Current Blocker Tax Liabilities unless such differences are required by GAAP. Following the Closing, Holder Representative and its representatives shall have the right to reasonable access following prior notice to the books, records, the chief financial officer and auditors of the Company Group to the extent relevant for its review of the Closing Statement and the Surviving Entity shall cause the employees and auditors of the Company Group to reasonably cooperate with the Holder Representative in connection with its review of the Closing Statement (subject to customary access agreements as may be required by such auditors).“

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event on or before the date that is the later of forty-five (45) within 75 days after the Closing Date and January 31thereof, 2019, Acquiror Parent shall prepare and deliver to the Holder Representative (i) an unaudited consolidated balance sheet of the Company Group (the “Closing Balance Sheet”) and an unaudited consolidated statement of the Company Group its Subsidiaries as of the close of business on the Closing Date (the “Closing StatementBalance Sheet”) setting forth (i) a calculation of the Closing Date Net Working Capital), (ii) a calculation of Net Working Capital as of the close of business on the Closing Date Indebtedness(“Closing Date Net Working Capital”), (iii) a calculation of the Holder Expenses, aggregate amount of all Indebtedness of the Company as of the close of business on the Closing Date (“Closing Date Indebtedness”) and (iv) a calculation of Cash and Cash Equivalents of the Company as of the close of business on the Closing Date Cash, (v) a calculation of the “Closing Date Other Adjustment Amount, (vi) the Closing Consideration calculated based on the items in the foregoing clauses (i) through (vCash”), and (vii) the Current Blocker Tax Liabilities. The Closing Balance SheetSheet and calculation of Closing Date Net Working Capital shall be prepared in accordance with United States generally accepted accounting principles (“GAAP”), applied using the Closing Statementsame accounting methods, including practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used by the Company in the preparation of the 2014 Financial Statements and not taking into account any of the transactions contemplated hereby. Notwithstanding the foregoing, for purposes of calculating Closing Date Net Working Capital, current assets shall exclude any inventory SKU that has not been sold within the last 12 months and is not returnable, net of any inventory reserve. Following Parent’s delivery of the Closing Date IndebtednessBalance Sheet, Parent shall provide the Holder ExpensesRepresentative and its representatives reasonable access to the relevant records, personnel and (subject to the Closing Date Cash and the Closing Date Other Adjustment Amount and the Current Blocker Tax Liabilities shall be determined on a consolidated basis using the Agreed Accounting Principles, and shall not include any changes in assets or liabilities as a result execution of purchase or other non-cash accounting adjustments or other changes arising from or resulting as a consequence customary work paper access letters if requested) accountants of the transactions contemplated hereby. The parties agree that Surviving Corporation and its Subsidiaries relating to the purpose preparation of preparing the Closing Balance Sheet and the Closing Statement, including the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash and the Closing Date Other Adjustment Amount and the related purchase price adjustment contemplated by this Section 2.7 is to measure the amount of the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, the Closing Consideration, and the Current Blocker Tax Liabilities, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Statement or determining the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, and the Current Blocker Tax Liabilities unless such differences are required by GAAP. Following the Closing, Holder Representative and its representatives shall have the right to reasonable access following prior notice to the books, records, the chief financial officer and auditors of the Company Group to the extent relevant for its review of the Closing Statement and the Surviving Entity shall cause the employees and auditors relevant knowledgeable personnel of the Company Group Surviving Corporation and its Subsidiaries to reasonably cooperate with the Holder Representative in connection with its review of the Closing Statement (subject Balance Sheet, it being understood that such access shall be provided and cooperation given only when the Holder Representative is reviewing the Closing Balance Sheet. The Auditor shall resolve any dispute between Parent and the Holder Representative as to customary whether appropriate access agreements as may be required by such auditorshas been provided and cooperation given under this Section 3.5(a).

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event on or before the date that is the later of within forty-five (45) calendar days after the Closing Date and January 31thereof, 2019, Acquiror Buyer shall prepare and deliver deliver, or cause to be prepared and delivered, to the Holder Representative (i) an unaudited consolidated balance sheet of the Company Group and its Subsidiaries (the “Closing Balance Sheet”) and an unaudited consolidated statement of the Company Group as of the close of business on the Closing Date (the “Closing Statement”) setting forth (i) a calculation of the Closing Date Net Working Capital), (ii) a calculation of the Net Working Capital (“Closing Date IndebtednessNet Working Capital”), (iii) a calculation of the Holder Expensesaggregate amount of all Funded Debt of the Company (“Closing Date Funded Debt”), (iv) a calculation of Cash of the Company (“Closing Date Cash”), (v) a calculation of the Company Transaction Expenses to the extent not paid prior to the Closing (“Closing Date Other Adjustment AmountCompany Transaction Expenses”), (vi) the Closing Date Net Working Capital Adjustment, (vii) a recalculation of the Estimated Gross Merger Consideration calculated based on using Closing Date Funded Debt instead of Estimated Closing Date Funded Debt, Closing Date Cash instead of Estimated Closing Date Cash, Closing Date Company Transaction Expenses instead of Estimated Closing Date Company Transaction Expenses and Closing Date Net Working Capital instead of Estimated Closing Date Net Working Capital (the items in the foregoing clauses (i) through (v“Final Gross Merger Consideration”), and (viiviii) a recalculation of the Current Blocker Tax Liabilities. The Estimated Net Merger Consideration using Closing Balance SheetDate Funded Debt instead of Estimated Closing Date Funded Debt, the Closing StatementDate Cash instead of Estimated Closing Date Cash, including the Closing Date Company Transaction Expenses instead of Estimated Closing Date Company Transaction Expenses and Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash and the Closing Date Other Adjustment Amount and the Current Blocker Tax Liabilities shall be determined on a consolidated basis using the Agreed Accounting Principles, and shall not include any changes in assets or liabilities as a result Capital instead of purchase or other non-cash accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby. The parties agree that the purpose of preparing the Closing Balance Sheet and the Closing Statement, including the Estimated Closing Date Net Working CapitalCapital (the “Final Net Merger Consideration”), in each case, calculated as of 11:59 P.M. Eastern Prevailing Time on the Business Day immediately prior to the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash and the Closing Date Other Adjustment Amount and the related purchase price adjustment contemplated by consistent (except as provided in this Section 2.7 is to measure the amount of the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, the Closing Consideration, and the Current Blocker Tax Liabilities, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Statement or determining the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, and the Current Blocker Tax Liabilities unless such differences are required by GAAP. Following the Closing, Holder Representative and its representatives shall have the right to reasonable access following prior notice to the books, records, the chief financial officer and auditors of the Company Group to the extent relevant for its review of the Closing Statement and the Surviving Entity shall cause the employees and auditors of the Company Group to reasonably cooperate with the Holder Representative in connection with its review of the Closing Statement (subject to customary access agreements as may be required by such auditors3.4(a).)

Adjustment Amount. (a) As soon Prior to the Closing, the Company shall engage KPMG LLP ("KPMG"), with the expense shared equally between the Sellers and the Buyer, to perform an audit of the Company's balance sheet prepared by the Company as reasonably practicable following of September 30, 2002. In order to complete such an audit, the Closing DateSellers, Buyer and in any event on or before the date that is Company shall cooperate with each other, including, without limitation, making available and providing reasonable access to the later premises, books and records and employees of the Company. Following the completion of such audit, which the parties thereto shall cause the Company to use its Best Efforts to complete within forty-five (45) calendar days after the Closing Date and January 31Date, 2019, Acquiror the Company shall prepare and deliver to the Holder Representative an unaudited consolidated balance sheet of Sellers and the Company Group (the “Closing Balance Sheet”) and an unaudited consolidated statement of the Company Group as of the close of business on the Closing Date (the “Closing Statement”) setting forth Buyer (i) a calculation true and complete copy of the balance sheet as of September 30, 2002 and reflecting all audit adjustments which KPMG deems appropriate to present the financial condition of the Company in accordance with GAAP as of September 30, 2002 (the "Closing Date Net Working CapitalBalance Sheet"), and (ii) a calculation of schedule computing the Closing Date Indebtedness, Adjustment Amount (iiias defined in Section 2.5(b)) a calculation of based upon the Holder Expenses, (iv) a calculation of the Closing Date Cash, (v) a calculation of the Closing Date Other Adjustment Amount, (vi) the Closing Consideration calculated based on the items in the foregoing clauses (i) through (v), and (vii) the Current Blocker Tax Liabilities. The Closing Balance Sheet. The Company shall permit the Sellers and the Buyer to review all work papers and computations used by KPMG in auditing the Closing Balance Sheet and preparing the schedule computing the Adjustment Amount. Within fifteen (15) calendar days following the date of delivery of such Closing Balance Sheet to the Sellers and the Buyer, the Closing Statement, including the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash Sellers and the Closing Date Other Adjustment Amount and the Current Blocker Tax Liabilities Buyer shall be determined on a consolidated basis using the Agreed Accounting Principles, and shall not include any changes in assets or liabilities as a result of purchase or other non-cash accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby. The parties agree that the purpose of preparing either accept the Closing Balance Sheet and the Closing StatementAdjustment Amount based thereon (which acceptance shall effect a "Final Determination", including as hereinafter defined) or propose adjustments thereto. In the Closing Date Net Working Capitalevent the Buyer and the Sellers fail to agree on all of the adjustments proposed within ten (10) Business Days thereafter, the Closing Date Indebtednessparties shall request Ernst & Young LLP or, in the Holder Expensesevent that such firm is unavailable to accept this assignment, such other recognized firm of auditors as the Closing Date Cash parties mutually agree (the "Final Auditor") to prepare and deliver to the Buyer and the Closing Date Other Sellers a final determination of the Adjustment Amount (the "Final Determination") adjusting only items in dispute between the Buyer and the related purchase price adjustment contemplated by this Section 2.7 is to measure Sellers, which Final Determination shall be binding upon the amount Buyer and the Sellers. The services of the Closing Date Net Working Capital, Final Auditor shall be paid for equally by the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, the Closing Consideration, Buyer and the Current Blocker Tax LiabilitiesSellers unless the Final Auditor resolves all disputed items in favor of one party, in which case all fees and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Statement or determining the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, and the Current Blocker Tax Liabilities unless such differences are required by GAAP. Following the Closing, Holder Representative and its representatives shall have the right to reasonable access following prior notice to the books, records, the chief financial officer and auditors expenses of the Company Group to Final Auditor shall be paid by the extent relevant for its review of the Closing Statement and the Surviving Entity shall cause the employees and auditors of the Company Group to reasonably cooperate with the Holder Representative in connection with its review of the Closing Statement (subject to customary access agreements as may be required by such auditors)other party.

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event on or before the date that is the later of forty-five within ninety (4590) days after the Closing Date and January 31thereafter, 2019, Acquiror Seller Parent shall prepare and deliver to the Holder Representative an unaudited consolidated balance sheet of the Company Group Buyer a statement (the “Closing Balance Sheet”) and an unaudited consolidated statement of the Company Group as of the close of business on the Closing Date (the “Final Closing Statement”) setting forth (i) a Seller Parent’s calculation of the following as of the Calculation Time and presented in accordance with the format used in, and containing the line items set forth in, the Illustrative Closing Statement: (A) the Current Assets (“Closing Date Net Working CapitalCurrent Assets”), (B) the Unearned Revenue Amount (the “Closing Date Unearned Revenue Amount”), (C) the Accrued Vacation Liability (in the aggregate and for each Business Employee) (without duplication, the “Closing Date Accrued Vacation Liability”), (D) the Accrued Pre-Closing Bonus Liability (in the aggregate and for each Business Employee) (without duplication, the “Closing Date Accrued Pre-Closing Bonus Liability”), (E) the Indebtedness (the “Closing Date Indebtedness”), (F) the Seller Transaction Expenses (the “Closing Date Seller Transaction Expenses”), and (G) the CapEx Adjustment Amount (the “Closing Date CapEx Adjustment Amount”) and (ii) a calculation calculation, whether positive or negative, of (x) the amount of the Closing Date Indebtedness, (iii) a calculation of the Holder Expenses, (iv) a calculation of the Closing Date Cash, (v) a calculation of the Closing Date Other Adjustment Amount, (vi) the Closing Consideration Purchase Price calculated based on the items Final Closing Statement (using, for the avoidance of doubt, the calculations described in the foregoing clauses (ia)(i)(A) through (v), and G) of this Section 1.05) minus (viiy) the Current Blocker Tax Liabilitiesamount of the Closing Purchase Price calculated based on the Estimated Closing Statement (the “Adjustment Amount”). The Closing Balance SheetExcept as otherwise provided herein, the Closing StatementDate Current Assets, including the Closing Date Net Working CapitalUnearned Revenue Amount, the Closing Date Accrued Vacation Liability, the Closing Date Accrued Pre-Closing Bonus Liability, the Closing Date Indebtedness, the Holder ExpensesClosing Date Seller Transaction Expenses and the Closing Date CapEx Adjustment Amount shall (x) be calculated in accordance with IFRS and the definitions contained in this Agreement (and the determination of any items included in the Final Closing Statement shall be based on facts and circumstances as they exist as of the Calculation Time and shall exclude the effect of any act, decision change in circumstances or other event or development arising or occurring after the Calculation Time) and (y) presented in accordance with the format used in the Illustrative Closing Statement. Concurrently with its delivery of the Final Closing Statement, Seller Parent shall provide Buyer and its relevant Representatives at reasonable times and upon reasonable notice, such access to the books, records and other information regarding the Final Closing Statement, the Closing Date Cash and Current Assets, the Closing Date Other Adjustment Amount and the Current Blocker Tax Liabilities shall be determined on a consolidated basis using the Agreed Accounting PrinciplesLiabilities, and shall not include any changes in assets or liabilities as a result of purchase or other non-cash accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby. The parties agree that the purpose of preparing the Closing Balance Sheet and the Closing Statement, including the Closing Date Net Working CapitalUnearned Revenue Amount, the Closing Date Accrued Vacation Liability, the Closing Date Accrued Pre-Closing Bonus Liability, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash Seller Transaction Expenses and the Closing Date Other Adjustment Amount and the related purchase price adjustment contemplated by this Section 2.7 is to measure the amount of the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, the Closing Consideration, and the Current Blocker Tax Liabilities, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Statement or determining the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other CapEx Adjustment Amount, and the Current Blocker Tax Liabilities unless such differences are required by GAAP. Following the Closingaccess to Seller Parent’s relevant Representatives, Holder Representative and its representatives shall have the right as Buyer reasonably requests, to reasonable access following prior notice to the books, records, the chief financial officer and auditors of the Company Group to the extent relevant for its aid in Buyer’s review of the Final Closing Statement and Seller Parent’s calculation of the Adjustment Amount set forth therein. Seller Parent shall cooperate in good faith to answer any questions raised by Buyer or its Representatives in connection with their review of the Final Closing Statement and Seller Parent’s calculation of the Adjustment Amount, shall review, in good faith, any comments proposed by Buyer or its Representatives with respect thereto, or any components thereof, and shall consider, in good faith, any appropriate changes to the Final Closing Statement and the Surviving Entity shall cause the employees and auditors of the Company Group to reasonably cooperate with the Holder Representative in connection with its review of the Closing Statement (subject to customary access agreements as may be required by such auditors)Adjustment Amount based on Buyer’s calculations.

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event on or before the date that is the later of forty-five within ninety (4590) calendar days after the Closing Date and January 31, 2019thereof, Acquiror shall prepare and deliver to the Holder Representative an unaudited Holdings (i) a consolidated balance sheet of the Company Group and its Subsidiaries as of the Closing (the “Closing Balance Sheet”) and an unaudited consolidated statement of the Company Group as of the close of business on the Closing Date (the “Closing Statement”) setting forth (i) a calculation of the Closing Date Net Working Capital, (ii) a calculation of (A) the Net Working Capital of the Company and its Subsidiaries as set forth on the Closing Date Indebtedness, Balance Sheet (iii) a calculation of the Holder Expenses, (iv) a calculation of the Closing Date Cash, (v) a calculation of the Closing Date Other Adjustment Amount, (vi) the Closing Consideration calculated based on the items in the foregoing clauses (i) through (v), and (vii) the Current Blocker Tax Liabilities. The Closing Balance Sheet, the Closing Statement, including the “Closing Date Net Working Capital”) and (B) the aggregate amount of the Funded Debt of the Company and its Subsidiaries, if any, that remains unpaid as of the Closing as reflected on the Closing Balance Sheet (the “Closing Date Indebtedness, Funded Debt”) and (iii) the Holder Expenses, amount of cash and cash equivalents of the Company and its Subsidiaries as of the Closing as reflected on the Closing Balance Sheet (the “Closing Date Cash and the Cash Equivalents”). The Closing Date Other Adjustment Amount and the Current Blocker Tax Liabilities Balance Sheet shall be determined on a consolidated basis prepared in accordance with United States generally accepted accounting principles (“GAAP”) consistent with the preparation of the Audited Financial Statements. The Closing Balance Sheet shall be prepared using the Agreed Accounting Principlessame accounting practices, policies and shall not include any changes methodologies used in assets or liabilities as a result of purchase or other non-cash accounting adjustments or other changes arising from or resulting as a consequence the preparation of the transactions contemplated herebyAudited Financial Statements. The parties agree that For the purpose of preparing the Closing Balance Sheet and the Closing Statement, including the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash and the Closing Date Other Adjustment Amount and the related purchase price adjustment contemplated by this Section 2.7 is to measure the amount of the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, the Closing Consideration, and the Current Blocker Tax Liabilities, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Statement or determining the Closing Date Net Working Capital, the Closing Date Indebtednessconsolidated current assets and current liabilities of the Company and its Subsidiaries shall reflect the value of all tax deductions and other tax benefits resulting from the transactions contemplated hereby (including, without limitation, tax deductions and other tax benefits arising in connection with (A) the vesting, conversion, cancellation and/or exercise of all options to purchase Common Shares (whether or not vested) pursuant to the terms hereof or in connection with the transactions contemplated hereby, (B) any bonuses paid or payable by the Company or its Subsidiaries as a result of the consummation of the transactions contemplated hereby or (C) any fees and expenses that are deductible by the Company or any of its Subsidiaries for income tax purposes and that are payable by the Company or its Subsidiaries in connection with or related to the transactions contemplated hereby (for purposes of this Section 2.5, the Holder Expenses, parties agree that the Closing Date Cash, fees payable to CIBC World Markets Corp. or its Affiliates and Carlyle or its Affiliates in connection with or related to the Closing Date Other Adjustment Amounttransactions contemplated hereby shall not be tax affected)), and the Current Blocker Tax Liabilities unless value of such differences are required deductions shall be deemed to equal (x) the aggregate amount of such deductions, multiplied by GAAP(y) 40%. Following the Closing, Holder Representative and its representatives shall have the right to reasonable access following prior notice to the books, records, the chief financial officer and auditors of the Company Group to the extent relevant for its review of the Closing Statement and the Surviving Entity shall cause the employees and auditors of the Company Group to reasonably cooperate with the Holder Representative in connection with its review of the Closing Statement (subject to customary access agreements as may be required by such auditors).“

Adjustment Amount. (a) As soon as reasonably practicable following Not less than three (3) Business Days prior to the Closing Date and in no event more than ten (10) Business Days prior to the Closing Date, and in any event on or before the date that is the later of forty-five (45) days after the Closing Date and January 31, 2019, Acquiror Seller shall prepare and deliver to the Holder Representative an unaudited consolidated balance sheet of the Company Group Buyer a written statement (the “Closing Balance Sheet”) and an unaudited consolidated statement of the Company Group as of the close of business on the Closing Date (the “Estimated Closing Statement”) setting forth (i) a calculation Seller’s good faith estimate of (A) the Closing Date Net Working Capital, Capital (ii) a calculation of the Closing Date Indebtedness, (iii) a calculation of the Holder Expenses, (iv) a calculation of the Closing Date Cash, (v) a calculation of the Closing Date Other Adjustment Amount, (vi) the Closing Consideration calculated based on the items in the foregoing clauses (i) through (v), and (vii) the Current Blocker Tax Liabilities. The Closing Balance Sheet, the Closing Statement, including the “Estimated Closing Date Net Working Capital”), the (B) Closing Date Indebtedness, including the Holder ExpensesAggregate Reserved Amount (the “Estimated Closing Date Indebtedness”), the (C) Closing Date Cash and (the Closing Date Other Adjustment Amount and the Current Blocker Tax Liabilities shall be determined on a consolidated basis using the Agreed Accounting Principles, and shall not include any changes in assets or liabilities as a result of purchase or other non-cash accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby. The parties agree that the purpose of preparing the Closing Balance Sheet and the Closing Statement, including the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash and the Closing Date Other Adjustment Amount and the related purchase price adjustment contemplated by this Section 2.7 is to measure the amount of the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the “Estimated Closing Date Cash”), the and (D) Closing Date Other Transaction Expenses (the “Estimated Closing Date Transaction Expenses”) and (ii) its calculation of the Estimated Working Capital Adjustment Amount, the Closing Consideration, and the Current Blocker Tax Liabilities, and such processes are not intended to permit the introduction . Seller shall provide Buyer a reasonable level of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies supporting documentation for the purpose of preparing the Closing Statement or determining the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, and the Current Blocker Tax Liabilities unless such differences are required by GAAP. Following the Closing, Holder Representative and its representatives shall have the right to reasonable access following prior notice to the books, records, the chief financial officer and auditors of the Company Group to the extent relevant for its review of the Estimated Closing Statement and the Surviving Entity calculation thereof and any additional information reasonably requested by Buyer and related thereto. If Buyer objects to the Estimated Closing Statement or the calculation thereof, Buyer shall cause the employees and auditors deliver written notice of the Company Group such objection to reasonably cooperate with the Holder Representative in connection with its review of Seller no later than two (2) Business Days prior to the Closing Date, and Buyer and Seller consult with one another with respect to Buyer’s objections set forth in such objection notice, and Seller shall revise the Estimated Closing Statement (subject and the calculation thereof to customary access agreements reflect any revisions mutually agreed upon by Buyer and Seller prior to the Closing. If Buyer does not timely deliver such objection notice or, if Buyer timely delivers such objection notice, to the extent Buyer and Seller fail to resolve any of Buyer’s objections, the Estimated Closing Statement and the calculation thereof as may be required originally delivered by such auditors)Seller pursuant to the first sentence of this Section 2.05(a) shall control.