Common use of Adjustment of Purchase Price Clause in Contracts

Adjustment of Purchase Price. (a) Not less than five (5) Business Days prior to the Closing Date, the Sellers shall prepare, or cause to be prepared, and will deliver to the Buyer (1) an estimated closing statement of the Business as of the Closing Date (the “Estimated Closing Statement”), signed by an authorized officer of the Sellers (on behalf and in the name of the Sellers), which sets forth (i) the Estimated Net Working Capital Amount, (ii) (A) the Estimated Net Working Capital Surplus, if any, or (B) the Estimated Net Working Capital Deficit, if any, (iii) the Estimated Other Third-Party Brand Amount, (iv) (A) the Estimated Other Third-Party Brand Surplus, if any, or (B) the Estimated Other Third-Party Brand Deficit, if any, (v) the Estimated DP Amount, (vi) (A) the Estimated DP Surplus, if any, or (B) the Estimated DP Deficit, if any, (vii) the Estimated Residual Transferred Assets Amount, (viii) (A) the Estimated Residual Transferred Assets Surplus, if any, or (B) the Estimated Residual Transferred Assets Deficit, if any, (ix) the Estimated Other Assets and Liabilities Amount, (x) (A) the Estimated Other Assets and Liabilities Surplus, if any, or (B) the Estimated Other Assets and Liabilities Deficit, if any, (xi) the Estimated Retained Assets Amount, and (xii) the Estimated Retained Liabilities Amount, and (2) the unaudited balance sheet of the Business as of the Business Day that is the Sellers’ last accounting day in the fiscal month prior to the fiscal month in which the Closing occurs determined consistent with the Agreed Financial Methodology (the “Estimated Closing Date Unaudited Balance Sheet”). All estimates set forth in the Estimated Closing Statement contemplated by clauses (iii), (iv), (v) and (vi) of the preceding sentence will be based on, and be consistent with, the 2013 Data and the Agreed Financial Methodology, and such estimates shall be as of December 31, 2013. All other estimates set forth in the Estimated Closing Statement will be consistent with the Agreed Financial Methodology and the 2013 Additional Financial Information, and such estimates shall be based on the Sellers’ data included in the Estimated Closing Date Unaudited Balance Sheet. Notwithstanding the foregoing, in the event that the data regarding the Subject Equipment that would otherwise be included in the Estimated Closing Date Unaudited Balance Sheet is not available to be included therein, then the estimates contemplated by clauses (vii) and (viii) above, to the extent related to the Subject Equipment, shall be as of the Business Day which is the Sellers’ last accounting day in the fiscal quarter prior to the fiscal quarter in which the Closing occurs. The Sellers hereby agree to conduct a physical inventory count on the Business Day which is the Sellers’ last accounting day in the fiscal month prior to the fiscal month in which the Closing occurs for the purpose of preparing the Estimated Closing Statement. The Sellers shall provide the Buyer with reasonable advance notice of any such physical inventory count, and hereby agree that the Buyer and its Representatives shall be permitted to attend any such physical inventory count conducted by the Sellers at such time and at such places as the Sellers specify.

Adjustment of Purchase Price. (a) Not less than five (5) Business Days prior to the Closing Date, the Sellers shall prepare, or cause to be prepared, and will deliver to the Buyer (1) an estimated closing statement of the Business as of the Closing Date (the “Estimated Closing Statement”), signed by an authorized officer of the Sellers (on behalf and in the name of the Sellers), which sets forth (i) the Estimated Net Working Capital Amount, (ii) (A) the Estimated Net Working Capital Surplus, if any, or (B) the Estimated Net Working Capital Deficit, if any, (iii) the Estimated Other Third-Party Brand Amount, (iv) (A) the Estimated Other Third-Party Brand Surplus, if any, or (B) the Estimated Other Third-Party Brand Deficit, if any, (v) the Estimated DP Amount, (vi) (A) the Estimated DP Surplus, if any, or (B) the Estimated DP Deficit, if any, (vii) the Estimated DP COGS Adjustment Amount, (viii) (A) the amount of the Estimated DP COGS Adjustment Deficit, if any, or (B) the amount of the Estimated DP COGS Adjustment Surplus, if any, (ix) the Estimated Residual Transferred Assets Amount, (viiix) (A) the Estimated Residual Transferred Assets Surplus, if any, or (B) the Estimated Residual Transferred Assets Deficit, if any, (ixxi) the Estimated Other Assets and Liabilities Amount, (xxii) (A) the Estimated Other Assets and Liabilities Surplus, if any, or (B) the Estimated Other Assets and Liabilities Deficit, if any, (xixiii) the Estimated Retained Assets Amount, and (xiixiv) the Estimated Retained Liabilities Amount, and (2) the unaudited balance sheet of the Business as of the Business Day that is the Sellers’ last accounting day in the fiscal month that is two (2) months prior to the fiscal month in which the Closing occurs determined consistent with the Agreed Financial Methodology (the “Estimated Closing Date Unaudited Balance Sheet”). All estimates set forth in the Estimated Closing Statement contemplated by clauses (iii), (iv), (v), (vi) (vii) and (viviii) of the preceding sentence will be based on, and be consistent with, (x) the 2013 Data unaudited statement of income of the Business for the Sellers’ most recently completed fiscal year for which year-end financial statements are available as of the Closing and (y) the Agreed Financial Methodology, and such estimates shall be as of December 31the final day of such fiscal year, 2013and such estimates contemplated by clauses (vii) and (viii) of the preceding sentence will also be based on, and be consistent with, the finished goods supply agreements between CCR and the Buyer that were in effect with respect to such fiscal year for any of the Sub-Bottling Territory. All other estimates set forth in the Estimated Closing Statement will be consistent with the Agreed Financial Methodology and financial information for such fiscal year in a form substantially similar to the 2013 Additional Financial Informationinformation provided pursuant to Section 5.02(d)(i) of the Disclosure Schedule, and such estimates shall be based on the Sellers’ data included in the Estimated Closing Date Unaudited Balance Sheet. Notwithstanding the foregoing, in the event that the data regarding the Subject Equipment that would otherwise be included in the Estimated Closing Date Unaudited Balance Sheet is not available to be included therein, then the estimates contemplated by clauses (vii) and (viii) above, to the extent related to the Subject Equipment, shall be as of the Business Day which is the Sellers’ last accounting day in the fiscal quarter prior to the fiscal quarter in which the Closing occurs. The Sellers hereby agree to conduct a physical inventory count on the Business Day which is the Sellers’ last accounting day in the fiscal month that is two (2) months prior to the fiscal month in which the Closing occurs for the purpose of preparing the Estimated Closing Statement. The Sellers shall provide the Buyer with reasonable advance notice of any such physical inventory count, and hereby agree that the Buyer and its Representatives shall be permitted to attend any such physical inventory count conducted by the Sellers at such time and at such places as the Sellers specify.

Adjustment of Purchase Price. (a) Not less than five (5) Business Days prior In the event the Common Stock is delisted from the Principal Exchange due to the Closing Date, the Sellers shall prepare, or cause Company’s failure to be prepared, and will deliver to the Buyer (1) an estimated closing statement timely file its quarterly reports on Form 10-Q for any of the Business as of the Closing Date three-month periods ended March 31, 2005, June 30, 2005 or September 30, 2005 (the “Estimated Closing StatementDelisting”), signed by the Company hereby agrees to reset the Purchase Price Per Unit at a price equal to the Adjusted Purchase Price Per Unit. The Company agrees to issue to the Buyers on the Adjustment Date (as defined below) an authorized officer additional aggregate number of the Sellers (on behalf and in the name of the Sellers), which sets forth Units equal to (i) the Estimated Net Working Capital Amount, quotient arrived at by dividing (x) the Aggregate Purchase Price by (y) the Adjusted Purchase Price Per Unit (as defined below) minus (ii) the number of Units issued on the Closing Date. The additional Units issued pursuant to this Section 4.15 shall be allocated among the Buyers in proportion to the Units issued to each Buyer at the Closing. The Exercise Price (Aas defined in the Warrants) the Estimated Net Working Capital Surplus, if any, or (B) the Estimated Net Working Capital Deficit, if any, (iii) the Estimated Other Third-Party Brand Amount, (iv) (A) the Estimated Other Third-Party Brand Surplus, if any, or (B) the Estimated Other Third-Party Brand Deficit, if any, (v) the Estimated DP Amount, (vi) (A) the Estimated DP Surplus, if any, or (B) the Estimated DP Deficit, if any, (vii) the Estimated Residual Transferred Assets Amount, (viii) (A) the Estimated Residual Transferred Assets Surplus, if any, or (B) the Estimated Residual Transferred Assets Deficit, if any, (ix) the Estimated Other Assets and Liabilities Amount, (x) (A) the Estimated Other Assets and Liabilities Surplus, if any, or (B) the Estimated Other Assets and Liabilities Deficit, if any, (xi) the Estimated Retained Assets Amount, and (xii) the Estimated Retained Liabilities Amount, and (2) the unaudited balance sheet of the Business as Warrants issued pursuant to this Section 4.15 shall be equal to 150% of the Business Adjusted Purchase Price Per Unit; provided, however, that in no event shall the Exercise Price of the Warrants issued pursuant to this Section 4.15 be less than $1.58. The “Adjusted Purchase Price Per Unit” shall equal the VWAP (as defined herein) for the three (3) consecutive Trading Day period immediately following the Announcement Date; provided, however, that is the Sellers’ last accounting day Adjusted Purchase Price Per Unit shall in no event be less than $0.95. The “Adjustment Date” shall be the fiscal month prior fourth (4th) Trading Day immediately after to the fiscal month in which Announcement Date. “VWAP” means, with respect to any particular Trading Day or for any particular period, the Closing occurs determined consistent with volume weighted average trading price per share of Common Stock on such date or for such period on the Agreed Financial Methodology Nasdaq National Market (the “Estimated Closing Date Unaudited Balance SheetPrincipal Exchange”)) as reported by Bloomberg, L.P., or any successor performing similar functions. All estimates set forth in The “Announcement Date” shall be the Estimated Closing Statement contemplated Trading Day on which a press release is issued by clauses the Company (iii)or any other public disclosure is made) announcing the Delisting; provided, however, that if such press release is issued (iv)or public disclosure is made) prior to 9:00 a.m. Eastern Time on a Trading Day, (v) and (vi) of the preceding sentence “Announcement Date” will be based on, and be consistent with, the 2013 Data and the Agreed Financial Methodology, and such estimates shall be as of December 31, 2013. All other estimates set forth in the Estimated Closing Statement will be consistent with the Agreed Financial Methodology and the 2013 Additional Financial Information, and such estimates shall be based on the Sellers’ data included in the Estimated Closing Date Unaudited Balance Sheet. Notwithstanding the foregoing, in the event that the data regarding the Subject Equipment that would otherwise be included in the Estimated Closing Date Unaudited Balance Sheet is not available deemed to be included therein, then the estimates contemplated by clauses (vii) and (viii) above, to the extent related to the Subject Equipment, shall be as of the Business Day which is the Sellers’ last accounting day in the fiscal quarter prior to the fiscal quarter in which the Closing occursprevious Trading Day. The Sellers Company hereby agree agrees not to conduct issue a physical inventory count press release (or make any other public disclosure) announcing the Delisting between 9:00 a.m. Eastern Time and 4:00 p.m. Eastern Time on the Business Day which is the Sellers’ last accounting day in the fiscal month prior to the fiscal month in which the Closing occurs for the purpose of preparing the Estimated Closing Statement. The Sellers shall provide the Buyer with reasonable advance notice of any such physical inventory count, and hereby agree that the Buyer and its Representatives shall be permitted to attend any such physical inventory count conducted by the Sellers at such time and at such places as the Sellers specifyTrading Day.

Adjustment of Purchase Price. (a) Not less than five (5) Business Days prior to the Closing Date, the Sellers shall prepare, or cause to be prepared, and will deliver to the Buyer (1) an estimated closing statement of the Business as of the Closing Date (the “Estimated Closing Statement”), signed by an authorized officer of the Sellers (on behalf and in the name of the Sellers), which sets forth (i) the Estimated Net Working Capital Amount, (ii) (A) the Estimated Net Working Capital Surplus, if any, or (B) the Estimated Net Working Capital Deficit, if any, (iii) the Estimated Other Third-Party Brand Amount, (iv) (A) the Estimated Other Third-Party Brand Surplus, if any, or (B) the Estimated Other Third-Party Brand Deficit, if any, (v) the Estimated DP Amount, (vi) (A) the Estimated DP Surplus, if any, or (B) the Estimated DP Deficit, if any, (vii) the Estimated Residual Transferred Assets Amount, (viii) (A) the Estimated Residual Transferred Assets Surplus, if any, or (B) the Estimated Residual Transferred Assets Deficit, if any, (ix) the Estimated Other Assets and Liabilities Amount, (x) (A) the Estimated Other Assets and Liabilities Surplus, if any, or (B) the Estimated Other Assets and Liabilities Deficit, if any, (xi) the Estimated Retained Assets Amount, and (xii) the Estimated Retained Liabilities Amount, and (2) the unaudited balance sheet of the Business as of the Business Day that is the Sellers’ last accounting day in the fiscal month that is two (2) months prior to the fiscal month in which the Closing occurs determined consistent with the Agreed Financial Methodology (the “Estimated Closing Date Unaudited Balance Sheet”). All estimates set forth in the Estimated Closing Statement contemplated by clauses (iii), (iv), (v) and (vi) of the preceding sentence will be based on, and be consistent with, (x) the 2013 Data unaudited statement of income of the Business for the Sellers’ most recently completed fiscal year for which year-end financial statements are available as of the Closing and (y) the Agreed Financial Methodology, and such estimates shall be as of December 31, 2013the final day of such fiscal year. All other estimates set forth in the Estimated Closing Statement will be consistent with the Agreed Financial Methodology and financial information for such fiscal year in a form substantially similar to the 2013 2015 Additional Financial Information, and such estimates shall be based on the Sellers’ data included in the Estimated Closing Date Unaudited Balance Sheet. Notwithstanding the foregoing, in the event that the data regarding the Subject Equipment that would otherwise be included in the Estimated Closing Date Unaudited Balance Sheet is not available to be included therein, then the estimates contemplated by clauses (vii) and (viii) above, to the extent related to the Subject Equipment, shall be as of the Business Day which is the Sellers’ last accounting day in the fiscal quarter prior to the fiscal quarter in which the Closing occurs. The Sellers hereby agree to conduct a physical inventory count on the Business Day which is the Sellers’ last accounting day in the fiscal month that is two (2) months prior to the fiscal month in which the Closing occurs for the purpose of preparing the Estimated Closing Statement. The Sellers shall provide the Buyer with reasonable advance notice of any such physical inventory count, and hereby agree that the Buyer and its Representatives shall be permitted to attend any such physical inventory count conducted by the Sellers at such time and at such places as the Sellers specify.Closing

Adjustment of Purchase Price. (a) Not less than five (5) Business Days prior Estimated Net Asset Value. Prior to the Closing Datedate hereof, Sellers and Purchaser jointly prepared a calculation of the Estimated Net Asset Value by adjusting the unaudited, consolidated balance sheet of Shareholder as of February 29, 2008 that was provided to Purchaser by Sellers shall prepare, or cause (the “February 2008 Balance Sheet”) to be prepared, and will deliver (A) reflect the increase to the Buyer (1) an estimated closing statement goodwill of the Business as resulting from the acquisition of substantially all of the Closing Date (the “Estimated Closing Statement”)assets of Pest Management of Richmond, signed by an authorized officer of the Sellers (on behalf and in the name of the Sellers)Inc., which sets forth (i) the Estimated Net Working Capital Amount, (ii) (A) the Estimated Net Working Capital Surplus, if any, or (B) the Estimated Net Working Capital Deficit, if anyremove reserves for claims and litigation that are to be retained by Sellers as contemplated by Section 2.3(b) above, (iiiC) the Estimated Other Third-Party Brand Amount, (iv) (A) the Estimated Other Third-Party Brand Surplus, if any, or (B) the Estimated Other Third-Party Brand Deficit, if any, (v) the Estimated DP Amount, (vi) (A) the Estimated DP Surplus, if any, or (B) the Estimated DP Deficit, if any, (vii) the Estimated Residual Transferred Assets Amount, (viii) (A) the Estimated Residual Transferred Assets Surplus, if any, or (B) the Estimated Residual Transferred Assets Deficit, if any, (ix) the Estimated Other Assets and Liabilities Amount, (x) (A) the Estimated Other Assets and Liabilities Surplus, if any, or (B) the Estimated Other Assets and Liabilities Deficit, if any, (xi) the Estimated Retained Assets Amount, and (xii) the Estimated Retained Liabilities Amount, and (2) the unaudited balance sheet of the Business as of the Business Day that is the Sellers’ last accounting day in the fiscal month prior to the fiscal month in which the Closing occurs determined consistent with the Agreed Financial Methodology (the “Estimated Closing Date Unaudited Balance Sheet”). All estimates set forth in the Estimated Closing Statement contemplated by clauses (iii), (iv), (v) and (vi) of the preceding sentence will be based on, and be consistent with, the 2013 Data and the Agreed Financial Methodology, and such estimates shall be as of December 31, 2013. All other estimates set forth in the Estimated Closing Statement will be consistent with the Agreed Financial Methodology and the 2013 Additional Financial Information, and such estimates shall be based on the Sellers’ data included in the Estimated Closing Date Unaudited Balance Sheet. Notwithstanding the foregoing, in the event that the data regarding the Subject Equipment that would otherwise be included in the Estimated Closing Date Unaudited Balance Sheet is not available to be included therein, then the estimates contemplated by clauses (vii) and (viii) abovefully accrue, to the extent related not already accrued, all amounts owed with respect to the Subject EquipmentAssumed Liabilities for the obligations to make outstanding payments, shall be including contingent payments, pursuant to Contracts involving the purchase by any Seller of all or substantially all of the assets or capital stock of any other Person, (D) reflect substantive adjustments that have arisen as of the Business Day which is date hereof from the preparation of the Audited Financial Statements as contemplated by Section 6.4 (except no such adjustment shall be made with respect to recognition of termite renewal revenue), (E) reflect the historical fiscal year-end practices of Sellers’ last accounting day in , (F) remove accounts receivable that are to be retained by Sellers as contemplated by Section 2.2(n) above and (G) reflect the fiscal quarter other substantive adjustments that were agreed to by the Parties prior to the fiscal quarter date hereof (as adjusted, the “Pre-Closing Calculation”). The Pre-Closing Calculation is attached as Exhibit 3.2(a). Sellers represent and warrant that the February 2008 Balance Sheet was prepared from the books and records of Sellers in accordance with GAAP (subject to the absence of footnotes thereto and any other exceptions set forth in Schedule 4.7), applied consistently with the Balance Sheet. “Estimated Net Asset Value” means the estimated Net Asset Value of Sellers, as shown in the Pre-Closing Calculation, which the Closing occurs. The Sellers hereby Parties agree to conduct a physical inventory count on the Business Day which is the Sellers’ last accounting day in the fiscal month prior to the fiscal month in which the Closing occurs for the purpose of preparing the Estimated Closing Statementbe $92,000,000. The Sellers shall provide the Buyer with reasonable advance notice of any such physical inventory count, and hereby agree that the Buyer and its Representatives shall be permitted to attend any such physical inventory count conducted by the Sellers at such time and at such places as the Sellers specify.(b)

Adjustment of Purchase Price. The parties (aand their successors and permitted assigns) Not less than five (5) Business Days prior shall treat any payment made under this agreement by the Seller to the Closing Date, Purchaser as an adjustment to the Sellers consideration payable pursuant to clause 2 and shall prepare, or cause use reasonable commercial endeavours to structure the satisfaction of any Payment Obligation so as to minimize the amount of Tax that may be required to be prepareddeducted or withheld therefrom or charged thereon. AS WITNESS this agreement has been signed by the parties (or their duly authorised representatives) on the date stated at the beginning of this agreement. Signed by Xxxxx Xxxxxxxxx for and on ) XXXXX XXXXXXXXX behalf of AIA AURORA LLC ) Title: Treasurer Signed by Xxxxx Xxxxxxxxx for and on ) XXXXX XXXXXXXXX behalf of AMERICAN ) Title: Senior Vice President INTERNATIONAL GROUP, INC. ) Signed by Xxxxxxx Xxxxx for and will deliver on ) XXXXXXX XXXXX behalf of PRUDENTIAL PLC ) Title: CEO ) Signed by Xxxxxxxx Nicandrou for and on ) XXXXXXXX NICANDROU behalf of PETROHUE (UK) ) Title: Director INVESTMENTS LIMITED ) 81 Schedule 1 Warranties Except for information set forth in the Disclosure Letter (it being understood and agreed that, disclosure of any item in any section or subsection of the Disclosure Letter shall be deemed disclosed with respect to any other section or subsection of the Disclosure Letter to the Buyer (1) an estimated closing statement extent that the relevance of such item is readily apparent), each of the Business as of Parent and the Closing Date (Seller warrants to the “Estimated Closing Statement”), signed by an authorized officer of the Sellers (on behalf and in the name of the Sellers), which sets forth Purchaser that (i) the Estimated Net Working Capital AmountWarranty set out in paragraph 12 of Schedule 1 (Warranties) is accurate as of February 23, 2010, (ii) the Warranties set out in paragraphs 1, 2, 3, 4, 9, 11, and 13 of Schedule 1 (AWarranties) are accurate as at the Estimated Net Working Capital Surplusdate of this agreement, if any, or (B) the Estimated Net Working Capital Deficit, if any, and (iii) the Estimated Other Third-Party Brand Amountall other Warranties are accurate as at 1 November 2009, (iv) (A) the Estimated Other Third-Party Brand Surplus, if any, or (B) the Estimated Other Third-Party Brand Deficit, if any, (v) the Estimated DP Amount, (vi) (A) the Estimated DP Surplus, if any, or (B) the Estimated DP Deficit, if any, (vii) the Estimated Residual Transferred Assets Amount, (viii) (A) the Estimated Residual Transferred Assets Surplus, if any, or (B) the Estimated Residual Transferred Assets Deficit, if any, (ix) the Estimated Other Assets and Liabilities Amount, (x) (A) the Estimated Other Assets and Liabilities Surplus, if any, or (B) the Estimated Other Assets and Liabilities Deficit, if any, (xi) the Estimated Retained Assets Amountin each case subject to, and (xii) as qualified by, the Estimated Retained Liabilities AmountDisclosure Letter. The Purchaser shall not be entitled to claim that any fact, and (2) the unaudited balance sheet matter or circumstance causes any of the Business as of the Business Day that Warranties to be breached if such fact, matter or circumstance is the Sellers’ last accounting day fairly disclosed (or deemed disclosed) in the fiscal month prior to the fiscal month Disclosure Letter or in which the Closing occurs determined consistent any document delivered or deemed delivered with the Agreed Financial Methodology (the “Estimated Closing Date Unaudited Balance Sheet”). All estimates set forth in the Estimated Closing Statement contemplated by clauses (iii), (iv), (v) and (vi) of the preceding sentence will be based on, and be consistent with, the 2013 Data and the Agreed Financial Methodology, and such estimates shall be as of December 31, 2013. All other estimates set forth in the Estimated Closing Statement will be consistent with the Agreed Financial Methodology and the 2013 Additional Financial Information, and such estimates shall be based on the Sellers’ data included in the Estimated Closing Date Unaudited Balance Sheet. Notwithstanding the foregoing, in the event that the data regarding the Subject Equipment that would otherwise be included in the Estimated Closing Date Unaudited Balance Sheet is not available to be included therein, then the estimates contemplated by clauses (vii) and (viii) above, to the extent related to the Subject Equipment, shall be as of the Business Day which is the Sellers’ last accounting day in the fiscal quarter prior to the fiscal quarter in which the Closing occurs. The Sellers hereby agree to conduct a physical inventory count on the Business Day which is the Sellers’ last accounting day in the fiscal month prior to the fiscal month in which the Closing occurs for the purpose of preparing the Estimated Closing Statement. The Sellers shall provide the Buyer with reasonable advance notice of any such physical inventory count, and hereby agree that the Buyer and its Representatives shall be permitted to attend any such physical inventory count conducted by the Sellers at such time and at such places as the Sellers specifyit.

Adjustment of Purchase Price. (a) Not less than five (5) Business Days prior to the Closing Date, the The Sellers shall prepare, or cause to be prepared, have prepared and will deliver delivered to the Buyer (1) an estimated closing statement of the Business as of the Closing Date (the “Estimated Closing Statement”), signed by an authorized officer of the Sellers (on behalf and in the name of the Sellers), which sets forth (i) the Estimated Net Working Capital Amount, (ii) (A) the Estimated Net Working Capital Surplus, if any, or (B) the Estimated Net Working Capital Deficit, if any, (iii) the Estimated Other Third-Party Brand Amount, (iv) (A) the Estimated Other Third-Party Brand Surplus, if any, or (B) the Estimated Other Third-Party Brand Deficit, if any, (v) the Estimated DP Amount, (vi) (A) the Estimated DP Surplus, if any, or (B) the Estimated DP Deficit, if any, (vii) the Estimated Residual Transferred Assets Amount, (viii) (A) the Estimated Residual Transferred Assets Surplus, if any, or (B) the Estimated Residual Transferred Assets Deficit, if any, (ix) the Estimated Other Assets and Liabilities Amount, (x) (A) the Estimated Other Assets and Liabilities Surplus, if any, or (B) the Estimated Other Assets and Liabilities Deficit, if any, (xi) the Estimated Retained Assets Amount, and (xii) the Estimated Retained Liabilities Amount, and (2) the unaudited balance sheet of the Business as of the Business Day that is the Sellers’ last accounting day in the fiscal month that is three (3) months prior to the fiscal month in which the Closing occurs determined consistent with the Agreed Financial Methodology (the “Estimated Closing Date Unaudited Balance Sheet”). All estimates set forth in the Estimated Closing Statement contemplated by clauses (iii), (iv), (v) and (vi) of the preceding sentence will be based on, and be consistent with, (x) the 2013 unaudited statement of income of the Business included in the 2016 Data and (y) the Agreed Financial Methodology, and such estimates shall be as of December 31, 20132016. All other estimates set forth in the Estimated Closing Statement will be consistent with the Agreed Financial Methodology and the 2013 Additional Financial InformationMethodology, and such estimates shall be based on the Sellers’ data included in the Estimated Closing Date Unaudited Balance Sheet. Notwithstanding the foregoing, in the event that the data regarding the Subject Equipment that would otherwise be included in the Estimated Closing Date Unaudited Balance Sheet is not available to be included therein, then the estimates contemplated by clauses (vii) and (viii) above, to the extent related to the Subject Equipment, shall be as of the Business Day which is the Sellers’ last accounting day in the fiscal quarter prior to the fiscal quarter in which the Closing occurs. The Sellers hereby agree to conduct conducted a physical inventory count on the Business Day which is was the Sellers’ last accounting day in the fiscal month that is three (3) months prior to the fiscal month in which the Closing occurs for the purpose of preparing the Estimated Closing Statement. The Sellers shall provide the Buyer with reasonable advance notice of any such physical inventory count, and hereby agree that the Buyer and its Representatives shall be permitted to attend any such physical inventory count conducted by the Sellers at such time and at such places as the Sellers specify.

Adjustment of Purchase Price. (a) Not less than five (5) Business Days prior to the Closing Date, the Sellers shall prepare, or cause to be prepared, and will deliver to the Buyer (1) an estimated closing statement of the Business as of the Closing Date (the “Estimated Closing Statement”), signed by an authorized officer of the Sellers (on behalf and in the name of the Sellers), which sets forth (i) the Estimated Net Working Capital Amount, (ii) (A) the Estimated Net Working Capital Surplus, if any, or (B) the Estimated Net Working Capital Deficit, if any, (iii) the Estimated Other Third-Party Brand Amount, (iv) (A) the Estimated Other Third-Party Brand Surplus, if any, or (B) the Estimated Other Third-Party Brand Deficit, if any, (v) the Estimated DP Amount, (vi) (A) the Estimated DP Surplus, if any, or (B) the Estimated DP Deficit, if any, (vii) the Estimated Residual Transferred Assets Amount, (viii) (A) the Estimated Residual Transferred Assets Surplus, if any, or (B) the Estimated Residual Transferred Assets Deficit, if any, (ix) the Estimated Other Assets and Liabilities Amount, (x) (A) the Estimated Other Assets and Liabilities Surplus, if any, or (B) the Estimated Other Assets and Liabilities Deficit, if any, (xi) the Estimated Retained Assets Amount, and (xii) the Estimated Retained Liabilities Amount, and (2) the unaudited balance sheet of the Business as of the Business Day that is the Sellers’ last accounting day in the fiscal month prior to the fiscal month in which the Closing occurs determined consistent with the Agreed Financial Methodology (the “Estimated Closing Date Unaudited Balance Sheet”). All estimates set forth in the Estimated Closing Statement contemplated by clauses (iii), (iv), (v) and (vi) of the preceding sentence will be based on, and be consistent with, the 2013 Data and the Agreed Financial Methodology, and such estimates shall be as of December 31, 2013. All other estimates set forth in the Estimated Closing Statement will be consistent with the Agreed Financial Methodology and the 2013 Additional Financial Information, and such estimates shall be based on the Sellers’ data included in the Estimated Closing Date Unaudited Balance Sheet. Notwithstanding the foregoing, in the event that the data regarding the Subject Equipment that would otherwise be included in the Estimated Closing Date Unaudited Balance Sheet is not available to be included therein, then the estimates contemplated by clauses (vii) and (viii) above, to the extent related to the Subject Equipment, shall be as of the Business Day which is the Sellers’ last accounting day in the fiscal quarter prior to the fiscal quarter in which the Closing occurs. The Sellers hereby agree to conduct a physical inventory count on the Business Day which is the Sellers’ last accounting day in the fiscal month prior to the fiscal month in which the Closing occurs for the purpose of preparing the Estimated Closing Statement. The Sellers shall provide the Buyer with reasonable advance notice of any such physical inventory count, and hereby agree that the Buyer and its Representatives shall be permitted to attend any such physical inventory count conducted by the Sellers at such time and at such places as the Sellers specifyClosing.