Common use of Post-Closing Purchase Price Adjustment Clause in Contracts

Post-Closing Purchase Price Adjustment. (a) Within 60 days after the Closing Date, Purchaser Parent shall prepare and deliver to Graco: (i) an unaudited consolidated balance sheet of the Liquid Finishing Business (the “Final Closing Balance Sheet”) as of and at the Effective Time on the Closing Date (but before giving effect to the consummation of the transactions contemplated by this Agreement), prepared in good faith in accordance with the policies used in deriving the Audited Annual Financial Statements (other than the departures from such policies as are described on Schedule 3.2(a)) consistently applied in accordance with past practice (except that, for the avoidance of doubt, any Excluded Assets and Excluded Liabilities shall be excluded from such balance sheet), and (ii) an accompanying statement substantially in the form used in preparing the example calculation set forth on Schedule 3.2(a) (the “Final Closing Statement”) showing Purchaser Parent’s calculation, as of the Closing Date, of: (1) Net Working Capital, Cash and Cash Equivalents, any Debt of the Asset Selling Subsidiaries (to the extent constituting Assumed Liabilities) and any Debt of any Acquired Subsidiaries, each based upon the Final Closing Balance Sheet and calculated in accordance with the methodologies used to prepare Schedule 3.2(a); (2) the resulting final Purchase Price (as determined in accordance with Section 3.1(a)) based on the foregoing amounts shown on the Final Closing Statement; and (3) the Final Adjustment Amount due to Graco or Purchaser Parent (if any), such “Final Adjustment Amount” being the difference between the Initial Purchase Price and the final Purchase Price shown on the Final Closing Statement. For the avoidance of doubt, the Final Adjustment Amount shall be due to Graco if the Initial Purchase Price is less than the final Purchase Price shown on the Closing Statement, and the Final Adjustment Amount shall be due to Purchaser Parent if the Initial Purchase Price is greater than the final Purchase Price shown on the Closing Statement.

Post-Closing Purchase Price Adjustment. (a) Within 60 Purchaser shall, within sixty (60) days after the Closing Date, deliver a calculation setting forth Purchaser’s calculation of the Closing RMR and the Purchase Price (the “Closing Statement”), which calculation shall set forth which Pending Terminating Customers are included or excluded from the Closing RMR and shall be prepared by Purchaser Parent in good faith based upon the books and records of the Business. Any such Closing Statement shall prepare specify those items or amounts set forth in the Preliminary Closing Statement as to which Purchaser disagrees and Purchaser shall be deemed to have agreed with all other items and amounts contained in the final Preliminary Closing Statement delivered pursuant to Section 3.1(b). If Purchaser does not deliver to Graco: the Closing Statement within the sixty (60) day period specified in the first sentence of this Section 3.3(a), then Purchaser (i) an unaudited consolidated balance sheet of the Liquid Finishing Business (the “Final Closing Balance Sheet”) as of and at the Effective Time on the Closing Date (but before giving effect shall be deemed to have agreed to the consummation of Preliminary Closing Statement and the transactions contemplated by this Agreement), prepared in good faith in accordance with the policies used in deriving the Audited Annual Financial Statements (other than the departures from such policies as are described on Schedule 3.2(a)) consistently applied in accordance with past practice (except that, for the avoidance of doubt, any Excluded Assets and Excluded Liabilities shall be excluded from such balance sheet), Estimated Closing RMR and (ii) an accompanying statement substantially shall be deemed to have agreed to the inclusion of the RMR attributable to each Pending Terminating Customer in the form used calculation of Closing RMR and Purchase Price and such RMR attributable thereto shall be included in preparing the example calculation set forth on Schedule 3.2(afinal Purchase Price calculated pursuant to this Section 3.3. Within the sixty (60) (the “Final Closing Statement”) showing Purchaser Parent’s calculation, as of day period after the Closing Date, of: (1) Net Working CapitalPurchaser shall use commercially reasonable efforts to obtain confirmation, Cash and Cash Equivalentswhether orally or in writing, any Debt of the Asset Selling Subsidiaries (from each Pending Terminating Customer that such Pending Terminating Customer no longer intends to the extent constituting Assumed Liabilities) and any Debt of any Acquired Subsidiaries, each based upon the Final Closing Balance Sheet and calculated in accordance with the methodologies used to prepare Schedule 3.2(a); (2) the resulting final Purchase Price (as determined in accordance with Section 3.1(a)) based on the foregoing amounts shown on the Final Closing Statement; and (3) the Final Adjustment Amount due to Graco or Purchaser Parent (if any), such “Final Adjustment Amount” being the difference between the Initial Purchase Price and the final Purchase Price shown on the Final Closing Statementterminate its respective Customer Contract. For the avoidance of doubt, the Final Adjustment Amount any such Customer that so confirms shall be due considered a Customer and the RMR attributable to Graco if the Initial Purchase Price is less than the final Purchase Price shown on such Customer shall be included in the Closing StatementRMR. Purchaser shall record any and all calls with Pending Terminating Customers during such sixty (60) day period and, and the Final Adjustment Amount upon Seller’s request, shall be due make such recordings available to Purchaser Parent if the Initial Purchase Price is greater than the final Purchase Price shown on the Closing StatementSeller.

Post-Closing Purchase Price Adjustment. (a) Within 60 As promptly as practicable, but in no event later than ninety (90) days after following the Closing Datedate of the Applicable Closing, Purchaser Parent shall prepare and deliver to Graco: (i) an unaudited consolidated balance sheet of the Liquid Finishing Business SunGard Data a statement (the “Final Closing Balance Sheet”) as of and at the Effective Time on the Closing Date (but before giving effect to the consummation of the transactions contemplated by this Agreement), prepared in good faith in accordance with the policies used in deriving the Audited Annual Financial Statements (other than the departures from such policies as are described on Schedule 3.2(a)) consistently applied in accordance with past practice (except that, for the avoidance of doubt, any Excluded Assets and Excluded Liabilities shall be excluded from such balance sheet), and (ii) an accompanying statement substantially in the form used in preparing the example calculation set forth on Schedule 3.2(a) (the “Final Post-Closing Statement”) showing Purchaser Parent’s calculation), as certified by the chief financial officer of Parent and accompanied by reasonable supporting detail, setting forth the Closing Date, of: (1) Net Working Capital, Cash the Company Transaction Fees and Cash EquivalentsExpenses and the Merger Consideration, any Debt including, in each case, the calculation thereof in reasonable detail. The calculations set forth in the Post-Closing Statement shall be final and binding on all Parties unless SunGard Data gives Parent written notice of its objections thereto (an “Objection Notice”), with reasonable supporting detail as to each such objection (each, a “Post-Closing Calculation Objection”), within forty-five (45) days after receipt of the Asset Selling Subsidiaries Post-Closing Statement (the “Objection Period”). In the event SunGard Data fails to give Parent an Objection Notice prior to the extent constituting Assumed Liabilities) expiration of the Objection Period or otherwise earlier notifies Parent in writing that SunGard Data has no objections to the calculations set forth in the Post-Closing Statement, the Post-Closing Statement shall be deemed final and any Debt of any Acquired Subsidiariesbinding on all Parties hereto, each based upon the Final Closing Balance Sheet and calculated in accordance with the methodologies used all payments to prepare Schedule 3.2(a); (2) the resulting final Purchase Price (as determined be made in accordance with Section 3.1(a)3.4(d) based shall be derived therefrom. Any component of the calculations set forth in the Post-Closing Statement that is not the subject of a timely delivered Objection Notice by SunGard Data shall be final and binding on all Parties except to the foregoing amounts shown on extent such component could be affected by other components of the Final Closing Statement; and (3) calculations set forth in the Final Adjustment Amount due to Graco or Purchaser Parent (if any), such “Final Adjustment Amount” being the difference between the Initial Purchase Price and the final Purchase Price shown on the Final Post-Closing Statement. For Throughout the avoidance of doubt, the Final Adjustment Amount shall be due to Graco if the Initial Purchase Price is less than the final Purchase Price shown on period following the Closing StatementDate until the components of the calculations set forth in the Post-Closing Statement are deemed final and binding pursuant to this Section 3.4, subject to Section 7.21, Parent shall permit SunGard Data and its Representatives reasonable access (with the Final Adjustment Amount shall be due right to Purchaser Parent if make copies), during business hours upon reasonable advance notice, to the Initial Purchase Price is greater than financial books and records of the final Purchase Price shown on Surviving Corporation and its Subsidiaries for the Closing Statementpurposes of the review and objection right contemplated herein.

Post-Closing Purchase Price Adjustment. (a) Within 60 As soon as practicable, but no later than forty-five (45) calendar days after the Closing Date, Purchaser Parent Buyer shall prepare cause to be prepared and deliver delivered to Graco: Griffon a single statement (the “Closing Statement”) setting forth Buyer’s calculation of (i) an unaudited consolidated balance sheet of the Liquid Finishing Business Net Working Capital, (ii) based on such Net Working Capital amount, the “Final Closing Balance Sheet”Net Working Capital Adjustment, (iii) as of and at the Effective Time on the Closing Date Funded Indebtedness, (but before giving effect to iv) the consummation Closing Date Cash, (v) the Transaction Related Expenses and the components thereof in reasonable detail. Buyer’s calculation of the Net Working Capital, the Net Working Capital Adjustment, the Closing Date Funded Indebtedness, the Closing Date Cash and the Transaction Related Expenses set forth in the Closing Statement shall be prepared and calculated in good faith, and in the manner and on a basis consistent with the terms of this Agreement and the Accounting Principles (in the case of Net Working Capital) and the definitions thereof, and in the case of Net Working Capital shall also be in the same form and include the same line items as the Estimated Net Working Capital calculation, and shall otherwise (x) not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby, (y) be based on facts and circumstances as they exist as of the Closing and (z) exclude the effect of any decision or event occurring on or after the Closing. In furtherance of the foregoing, Buyer acknowledges and agrees that the Accounting Principles are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies. If the Closing Statement is not so timely delivered by Buyer for any reason, then the Estimated Closing Statement shall be considered for all purposes of this Agreement)Agreement as the Closing Statement, prepared from which the Seller will have all of its rights under this Section 2.7 with respect thereto, including the right to dispute the calculations set forth in good faith the Estimated Closing Statement in accordance with the policies used in deriving the Audited Annual Financial Statements (other than the departures from such policies as are described on Schedule 3.2(a)) consistently applied in accordance with past practice (except that, for the avoidance of doubt, any Excluded Assets and Excluded Liabilities shall be excluded from such balance sheet), and (ii) an accompanying statement substantially in the form used in preparing the example calculation procedures set forth on Schedule 3.2(a) (the “Final Closing Statement”) showing Purchaser Parent’s calculation, as of the Closing Date, of: (1) Net Working Capital, Cash and Cash Equivalents, any Debt of the Asset Selling Subsidiaries (to the extent constituting Assumed Liabilitiesin Section 2.7(b) and any Debt of any Acquired Subsidiaries, each based upon the Final Closing Balance Sheet and calculated in accordance with the methodologies used to prepare Schedule 3.2(a); (2Section 2.7(c) the resulting final Purchase Price (as determined in accordance with Section 3.1(a)) based on the foregoing amounts shown on the Final Closing Statement; and (3) the Final Adjustment Amount due to Graco or Purchaser Parent (if any), such “Final Adjustment Amount” being the difference between the Initial Purchase Price and the final Purchase Price shown on the Final Closing Statement. For the avoidance of doubt, the Final Adjustment Amount shall be due to Graco if the Initial Purchase Price is less than the final Purchase Price shown on the Closing Statement, and the Final Adjustment Amount shall be due to Purchaser Parent if the Initial Purchase Price is greater than the final Purchase Price shown on the Closing Statementmutatis mutandis.

Post-Closing Purchase Price Adjustment. (a) Within 60 As promptly as practicable, but in no event later than ninety (90) days after following the Asset Closing Date, Purchaser Parent shall prepare and deliver to Graco: (i) an unaudited consolidated balance sheet of the Liquid Finishing Business SunGard Data a statement (the “Final Asset Post-Closing Balance SheetStatement”), certified by the chief financial officer of Parent and accompanied by reasonable supporting detail, setting forth the SMS Closing Net Working Capital and the Purchase Price, including, in each case, the calculation thereof in reasonable detail. The calculations set forth in the Asset Post-Closing Statement shall be final and binding on all Parties unless SunGard Data gives Parent written notice of its objections thereto (an “Asset Objection Notice”), with reasonable supporting detail as to each such objection (each, an “Asset Post-Closing Calculation Objection”), within forty-five (45) as of and at the Effective Time on the Closing Date (but before giving effect to the consummation days after receipt of the transactions contemplated by this Agreement), prepared in good faith in accordance with the policies used in deriving the Audited Annual Financial Statements (other than the departures from such policies as are described on Schedule 3.2(a)) consistently applied in accordance with past practice (except that, for the avoidance of doubt, any Excluded Assets and Excluded Liabilities shall be excluded from such balance sheet), and (ii) an accompanying statement substantially in the form used in preparing the example calculation set forth on Schedule 3.2(a) Asset Post-Closing Statement (the “Final Closing StatementAsset Objection Period”) showing Purchaser Parent’s calculation, as of ). In the Closing Date, of: (1) Net Working Capital, Cash and Cash Equivalents, any Debt event SunGard Data fails to give Parent an Asset Objection Notice prior to the expiration of the Asset Selling Subsidiaries (Objection Period or otherwise earlier notifies Parent in writing that SunGard Data has no objections to the extent constituting Assumed Liabilities) calculations set forth in the Asset Post-Closing Statement, the Asset Post-Closing Statement shall be deemed final and any Debt of any Acquired Subsidiariesbinding on all Parties hereto, each based upon the Final Closing Balance Sheet and calculated in accordance with the methodologies used all payments to prepare Schedule 3.2(a); (2) the resulting final Purchase Price (as determined be made in accordance with Section 3.1(a)3.7(d) based shall be derived therefrom. Any component of the calculations set forth in the Asset Post-Closing Statement that is not the subject of a timely delivered Asset Objection Notice by SunGard Data shall be final and binding on all Parties except to the foregoing amounts shown on extent such component could be affected by other components of the Final Closing Statement; and (3) calculations set forth in the Final Adjustment Amount due to Graco or Purchaser Parent (if any), such “Final Adjustment Amount” being the difference between the Initial Purchase Price and the final Purchase Price shown on the Final Asset Post-Closing Statement. For Throughout the avoidance period following the Asset Closing Date until the components of doubtthe calculations set forth in the Asset Post-Closing Statement are deemed final and binding pursuant to this Section 3.7, subject to Section 7.12, Parent shall permit SunGard Data and its Representatives reasonable access (with the Final Adjustment Amount shall be due right to Graco if make copies), during business hours upon reasonable advance notice, to the Initial Purchase Price is less than financial books and records of Parent and its Subsidiaries for the final Purchase Price shown on purposes of the Closing Statement, review and the Final Adjustment Amount shall be due to Purchaser Parent if the Initial Purchase Price is greater than the final Purchase Price shown on the Closing Statementobjection right contemplated herein.

Post-Closing Purchase Price Adjustment. (a) Within 60 As promptly as practicable, but in no event later than ninety (90) days after the Closing Date, Purchaser Parent shall prepare and Buyer will deliver to Graco: (i) an unaudited consolidated balance sheet Seller a Consolidated Balance Sheet of the Liquid Finishing Business (the “Final Closing Balance Sheet”) as of and at the Effective Time on the Closing Date (but before giving effect to the consummation of the transactions contemplated by this Agreement), prepared in good faith in accordance with the policies used in deriving the Audited Annual Financial Statements (other than the departures from such policies as are described on Schedule 3.2(a)) consistently applied in accordance with past practice (except that, for the avoidance of doubt, any Excluded Assets and Excluded Liabilities shall be excluded from such balance sheet), and (ii) an accompanying statement substantially in the form used in preparing the example calculation set forth on Schedule 3.2(a) (the “Final Closing Statement”) showing Purchaser Parent’s calculation, Companies dated as of the Closing DateDate and immediately prior to the Dissolution (the "Closing Balance Sheet"), of: (1) together with a calculation therefrom --------------------- of the Adjusted Net Working Capital, Cash the Fixed Asset Value, and Cash Equivalents, any Debt Buyer's determination of the Asset Selling Subsidiaries Purchase Price, as adjusted pursuant to Section 3.2 (the "Adjusted Purchase Price") as of such date. If Seller disagrees with Buyer's ------------------------ determination of the Adjusted Purchase Price, Seller shall notify Buyer in writing of such disagreement (such notice setting forth the basis for such disagreement in reasonable detail) within thirty (30) days after Buyer's delivery of its calculation of the Adjusted Purchase Price to Seller. Buyer and Seller thereafter shall negotiate in good faith to resolve any such disagreements. If there is an amount as to which Buyer and Seller are able to agree, such amounts shall be paid to the extent constituting Assumed Liabilitiesappropriate Party pursuant to Section 3.5(c) below. If Buyer and Seller are unable to resolve any Debt disagreements about the remaining amounts within thirty (30) days after the delivery by Seller of its notice of disagreement to Buyer, Seller and Buyer shall submit the dispute to a "Big Five" public accounting firm (or any Acquired Subsidiariesof their respective successors) (the "Auditor") for resolution; provided that if Buyer and Seller ------- are unable to agree upon an Auditor, the Auditor shall be a "Big Five" public accounting firm (or any of their respective successors) selected by lot (after Buyer, on the one hand, and Seller, on the other hand, each based upon exclude one such accounting firm). The selection of the Final Closing Balance Sheet and calculated in accordance with the methodologies used to prepare Schedule 3.2(a); (2) the resulting final Purchase Price (as determined in accordance with Section 3.1(a)) based on the foregoing amounts shown on the Final Closing Statement; and (3) the Final Adjustment Amount due to Graco or Purchaser Parent (if any), such “Final Adjustment Amount” being the difference between the Initial Purchase Price and the final Purchase Price shown on the Final Closing Statement. For the avoidance of doubt, the Final Adjustment Amount Auditor shall be due to Graco if conclusive, final, binding and nonappealable by the Initial Purchase Price is less than the final Purchase Price shown on the Closing Statement, and the Final Adjustment Amount shall be due to Purchaser Parent if the Initial Purchase Price is greater than the final Purchase Price shown on the Closing Statementparties.

Post-Closing Purchase Price Adjustment. (a) Within 60 As promptly as practicable, but no later than sixty (60) days after the Closing Date, Purchaser Parent shall prepare the Sellers’ Representative will cause to be prepared and deliver delivered to Graco: (i) an unaudited consolidated balance sheet of the Liquid Finishing Business Buyer a certificate (the “Final Closing Balance SheetCertificate”) setting forth a calculation of the Net Assets of the Company as of and at the Effective Time on the Closing Date (but before giving effect to the consummation of the transactions contemplated by this Agreement“Closing Net Assets”), which shall be prepared in good faith in accordance with the policies used practices outlined in deriving Section 1.3 hereof. The Buyer and Company will assist the Audited Annual Financial Statements (other than Sellers in the departures from such policies as are described on Schedule 3.2(a)) consistently applied in accordance with past practice (except thatpreparation of the Closing Certificate and will provide the Sellers’ Representative and the Sellers’ Representative’s independent accountants access at all reasonable times to the Company’s personnel and properties, for the avoidance of doubt, any Excluded Assets and Excluded Liabilities shall be excluded from such balance sheet)books, and (ii) an accompanying statement substantially records for such purpose, including access to the inventories in order to conduct the form used in preparing the example calculation inventory count as set forth in Section 1.4(e) hereof. The Closing Certificate shall in respect of the Closing Net Assets reflected thereon, present fairly in all material respects the Net Assets of the Company as of the close of business on Schedule 3.2(aDecember 31, 2014. The Buyer shall have thirty (30) days from the date on which the Closing Certificate is due to review the certificate (the “Final Review Period”). The Buyer and its accountants shall be provided with customary access to the work papers of the Sellers’ Representatives in connection with such review, subject to the execution of customary confidentiality and other undertakings. If the Buyer disagrees in any respect with any item or amount shown or reflected in the Closing Statement”) showing Purchaser Parent’s calculation, as Certificate or with the calculation of the Closing DateNet Assets, of: the Buyer may, on or prior to the last day of the Review Period, deliver a notice to the Sellers’ Representative setting forth, in reasonable detail, each disputed item or amount and the basis for the Buyer’s disagreement therewith (the “Dispute Notice”). The Dispute Notice shall set forth the Buyer’s position as to the proper Closing Net Assets. If no Dispute Notice is received by the Sellers’ Representative on or prior to the last day of the Review Period, the Closing Certificate shall be deemed accepted by the Buyer, whereupon (1) the Closing Net Working Capital, Cash Assets reflected on the Closing Certificate shall be deemed to be the “Final Net Assets,” and Cash Equivalents, any Debt of the Asset Selling Subsidiaries (to the extent constituting Assumed Liabilities) and any Debt of any Acquired Subsidiaries, each based upon the Final Closing Balance Sheet and calculated in accordance with the methodologies used to prepare Schedule 3.2(a); (2) the resulting final Purchase Price (Buyer or the Sellers, as determined the case may be, will pay to the other Party the amount owing in accordance with Section 3.1(a)1.4(d) based on hereof. In the foregoing amounts shown on event that the Final Closing Statement; and (3) Buyer timely delivers a Dispute Notice to the Final Adjustment Amount due to Graco or Purchaser Parent (if any), such “Final Adjustment Amount” being the difference between the Initial Purchase Price and the final Purchase Price shown on the Final Closing Statement. For the avoidance of doubtSellers’ Representative, the Final Adjustment Amount Buyer or the Sellers, as the case may be, will pay to the other Party any undisputed portion of the amount determined under Section 1.4(d) hereof which would be payable regardless of how the matters set forth in STOCK PURCHASE AGREEMENT 2 the Dispute Notice are resolved (the “Undisputed Amount”). Any amount payable by Sellers under this Section 1.4(a) shall not be due to Graco if paid with funds from the Initial Purchase Price is less than the final Purchase Price shown on the Closing Statement, and the Final Adjustment Amount shall be due to Purchaser Parent if the Initial Purchase Price is greater than the final Purchase Price shown on the Closing StatementEscrow.

Post-Closing Purchase Price Adjustment. (a) Within 60 90 days after following the Closing Date, Purchaser Parent Buyer shall prepare and deliver to Graco: Sellers’ Representative (i) an unaudited consolidated a balance sheet as of the Liquid Finishing Business (the “Final Closing Balance Sheet”) as open of and at the Effective Time business on the Closing Date (but before giving effect the “Closing Date Balance Sheet”; such Closing Date Balance Sheet shall be limited solely to the consummation of items related to the transactions contemplated by this Agreement), prepared in good faith in accordance with the policies used in deriving the Audited Annual Financial Statements (other than the departures from such policies as are described on Schedule 3.2(a)Closing Statement) consistently applied in accordance with past practice (except that, for the avoidance of doubt, any Excluded Assets and Excluded Liabilities shall be excluded from such balance sheet), and (ii) an accompanying a statement substantially in the form used in preparing the example calculation set forth on Schedule 3.2(a) (the “Final Closing Statement”) showing Purchaser Parent’s calculation, as of the Closing Date, of: (1) Net Working Capital, Cash and Cash Equivalents, any Debt of the Asset Selling Subsidiaries (to the extent constituting Assumed Liabilities) and any Debt of any Acquired Subsidiaries, each based upon the Final Closing Balance Sheet and calculated in accordance with the methodologies used to prepare Schedule 3.2(a); (2) the resulting final Purchase Price (as determined in accordance with Section 3.1(a)) based on the foregoing amounts shown on the Final Closing Statement; and (3) the Final Hand Adjustment Amount due to Graco or Purchaser Parent (if any), such “Final Net Working Capital Adjustment Amount” being Amount (if any), the difference between the Initial Purchase Price Closing Indebtedness, and the final Purchase Price shown on Sellers’ Expenses, in each case as of the Final Closing Statement. For the avoidance open of doubt, the Final Adjustment Amount shall be due to Graco if the Initial Purchase Price is less than the final Purchase Price shown business on the Closing Date and prepared in accordance with GAAP and (to the extent consistent with GAAP) the Company’s Accounting Practices and Procedures, along with Buyer’s calculation of the resulting Closing Cash Purchase Price based thereon (the “Closing Statement, ”). Sellers’ Representative shall have a period (the “Review Period”) of 30 days from the delivery of the Closing Statement and Closing Date Balance Sheet to review such statements. Following the delivery of the Closing Statement and the Final Adjustment Amount Closing Date Balance Sheet, Sellers’ Representative and its representatives and accountants shall be due entitled to Purchaser Parent if review (and the Initial Buyer shall provide to Sellers’ Representative and its representatives and accountants) any working papers, trial balances, contracts, books, records (including accounting and financial records) and similar materials, documents or information relating to the Closing Statement (including all components thereof and calculations therein) that are reasonably requested by Sellers’ Representative. Following the delivery of the Closing Statement and Closing Date Balance Sheet, Buyer, the Company and the Blocker shall also provide Sellers’ Representative and its representatives and accountants with reasonable access, during normal business hours, to their respective relevant employees, personnel, contractors, counsel, representatives, advisors, outside accountants, properties, books and records to the extent involved with or related to the preparation of the Closing Statement and the calculations set forth therein. If, as a result of such review, Sellers’ Representative disagrees with the Closing Statement and/or the Closing Date Balance Sheet and the calculations set forth therein (including any components thereof), Sellers’ Representative shall deliver to Buyer a written notice of disagreement (a “Dispute Notice”) prior to the expiration of the Review Period setting forth in reasonable detail the basis for such dispute, the specific items and amounts in dispute and Sellers’ Representative’s alternative calculation of the Closing Cash Purchase Price is greater than (including the final Purchase Price shown on alternative calculation of each disputed line item set forth in the Closing Statement).

Post-Closing Purchase Price Adjustment. (a) Within 60 days after On or before the 130th day following the Closing Date, Purchaser Parent Buyer shall prepare and deliver to Graco: (i) an unaudited consolidated the Shareholders a final balance sheet of the Liquid Finishing Business Company as of the Effective Time (the “Final Closing Date Balance Sheet”) ), which shall include the final determination of the Net Working Capital of the Company as of and at the Effective Time on the Closing Date (but before giving effect to the consummation of the transactions contemplated by this Agreement), prepared in good faith in accordance with the policies used in deriving the Audited Annual Financial Statements (other than the departures from such policies as are described on Schedule 3.2(a)) consistently applied in accordance with past practice (except that, for the avoidance of doubt, any Excluded Assets and Excluded Liabilities shall be excluded from such balance sheet), and (ii) an accompanying statement substantially in the form used in preparing the example calculation set forth on Schedule 3.2(a) (the “Final Closing StatementDate Net Working Capital”) showing Purchaser Parent’s calculation, as ). The Final Closing Date Balance Sheet shall be prepared in a manner consistent with the preparation of the Closing DateDate Balance Sheet; provided, of: however, that any accounts receivable reflected in the Closing Date Balance Sheet will be disregarded for purposes of the Final Closing Date Balance Sheet to the extent such accounts receivable remain uncollected 120 days following the Closing. During the 30-day period immediately following the Shareholders’ receipt of the Final Closing Date Balance Sheet, the Shareholders and their agents and representatives shall be permitted to review Buyer’s working papers related to the preparation and determination of the Final Closing Date Balance Sheet. The Final Closing Date Balance Sheet shall become final and binding upon the Parties thirty (130) days following the Shareholders’ receipt thereof, unless the Shareholders give written notice of disagreement (a “Notice of Disagreement”) to Buyer prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature and dollar amount of any disagreement so asserted. If Buyer receives a Notice of Disagreement within the appropriate time frame, each undisputed item on the Final Closing Date Balance Sheet shall become final and binding and each disputed item on the Final Closing Date Balance Sheet shall become final and binding on the earliest of (x) the date the Parties resolve in writing each such difference they have with respect to the matters specified in the Notice of Disagreement or (y) the date on which each such matter in dispute is finally resolved jointly by the Shareholders’ independent public accountant and Buyer’s independent public accountant. After the twenty (20) days following delivery of a Notice of Disagreement, if the Parties have not resolved such differences outlined in the Notice of Disagreement, the Parties, unless otherwise mutually agreed to in writing, shall submit to their respective independent public accountants for review and resolution only such matters that remain in dispute and that were properly included in the Notice of Disagreement. The Parties shall instruct their respective independent public accountants to use their respective reasonable best efforts to resolve such disputed matters within thirty (30) days of submission and to not assign a value to any item in dispute greater than the greatest value for such item assigned by either Party or lesser than the smallest value of such item assigned by either Party. Each Party shall pay the fees and expenses of its respective independent public accountants. Upon the final determination of the Final Closing Date Balance Sheet and Final Closing Date Net Working Capital as set forth in this Section 1.2(c), if the Final Closing Date Net Working Capital as reflected in the Final Closing Date Balance Sheet exceeds the Closing Date Net Working Capital as reflected in the Closing Date Balance Sheet, then Buyer shall pay to the Shareholders an amount equal to the difference between the Final Closing Date Net Working Capital and the Closing Date Net Working Capital (the “Post-Closing Adjustment”) within thirty (30) days of demand by the Shareholders. Upon the final determination of the Final Closing Date Balance Sheet and Final Closing Date Net Working Capital, Cash and Cash Equivalents, any Debt of the Asset Selling Subsidiaries (to the extent constituting Assumed Liabilities) and any Debt of any Acquired Subsidiaries, each based upon if the Final Closing Balance Sheet and calculated Date Net Working Capital as reflected in accordance with the methodologies used to prepare Schedule 3.2(a); (2) the resulting final Purchase Price (as determined in accordance with Section 3.1(a)) based on the foregoing amounts shown on the Final Closing Statement; and (3) the Final Adjustment Amount due to Graco or Purchaser Parent (if any), such “Final Adjustment Amount” being the difference between the Initial Purchase Price and the final Purchase Price shown on the Final Closing Statement. For the avoidance of doubt, the Final Adjustment Amount shall be due to Graco if the Initial Purchase Price Date Balance Sheet is less than the final Closing Date Net Working Capital as reflected in the Closing Date Balance Sheet, then the Post-Closing Adjustment shall be deducted from the Working Capital Holdback. If the Post-Closing Adjustment is payable to Buyer and is less than the Working Capital Holdback, the balance of the Working Capital Holdback, after deduction of the Post-Closing Adjustment, shall be promptly released to the Shareholders, pro rata, by joint written instructions executed by the Shareholders and Buyer and delivered to the Escrow Agent. If the Post-Closing Adjustment is payable to Buyer and exceeds the Working Capital Holdback, Buyer shall set off the remaining amount from the Escrow Amount, and, if the Escrow Amount is exhausted, the Shareholders, jointly and severally, shall pay to Buyer any portion of the Post-Closing Adjustment not paid from the Working Capital Holdback and the Escrow Amount within thirty (30) days of demand by Buyer. Any payments made under this Section 1.2(c) shall be treated by the Parties as an adjustment to the Purchase Price shown on the Closing Statement, and the Final Adjustment Amount shall be due to Purchaser Parent if the Initial Purchase Price is greater than the final Purchase Price shown on the Closing Statementfor Tax purposes.

Post-Closing Purchase Price Adjustment. On or before the latter of (ai) Within 60 days after the 120th day following the Closing DateDate and (ii) 30 days following the delivery to Buyer of the Stub Period Balance Sheet pursuant to Section 5.9, Purchaser Parent Buyer shall prepare and deliver to Graco: (i) an unaudited consolidated the Shareholders’ Representative a final balance sheet of the Liquid Finishing Business as of the Effective Time (the “Final Closing Date Balance Sheet”) and a final net working capital statement as of and at the Effective Time on (the Closing Date (but before giving effect to “Final Net Working Capital Statement”), which, in the consummation case of the transactions contemplated by this Agreement)Final Closing Balance Sheet, prepared in good faith in accordance with shall include the policies used in deriving final determination of the Audited Annual Financial Statements (other than Net Working Capital of the departures from such policies Business as are described on Schedule 3.2(a)) consistently applied in accordance with past practice (except that, for of the avoidance of doubt, any Excluded Assets and Excluded Liabilities shall be excluded from such balance sheet), and (ii) an accompanying statement substantially in the form used in preparing the example calculation set forth on Schedule 3.2(a) Effective Time (the “Final Closing StatementDate Net Working Capital”) showing Purchaser Parent’s calculationand, as in the case of the Final Net Working Capital Statement, shall include a final calculation of the difference between the Targeted Net Working Capital and the Final Closing DateDate Net Working Capital (the “Final Net Working Capital Adjustment”). The Final Closing Date Balance Sheet and Final Net Working Capital Statement shall be prepared in accordance with Canadian GAAP, of: including with respect to proper reserves, and in a manner consistent with the preparation of the Financial Statements. The Final Closing Date Balance Sheet and Final Net Working Capital Statement (1together with the Final Closing Date Net Working Capital and Final Net Working Capital Adjustment) shall become final and binding upon the Parties twenty (20) days following the Shareholders’ Representative’s receipt thereof, unless the Shareholders’ Representative gives written notice of disagreement (a “Notice of Disagreement”) to Buyer prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature and dollar amount of any disagreement so asserted. If Buyer receives a Notice of Disagreement within the appropriate time frame, each undisputed item on the Final Closing Date Balance Sheet shall become final and binding and each disputed item on the Final Closing Date Balance Sheet shall become final and binding on the earliest of (x) the date the Shareholders’ Representative and the Buyer resolve in writing each such difference they have with respect to the matters specified in the Notice of Disagreement or (y) the date on which each such matter in dispute is finally resolved jointly by the Shareholders’ Representative’s independent public accountant and Buyer’s independent public accountant. During the twenty (20) days following delivery of a Notice of Disagreement, if the Shareholders’ Representative and Buyer have not resolved such differences outlined in the Notice of Disagreement, the Shareholders’ Representative and Buyer, unless otherwise mutually agreed to in writing, shall submit to their respective independent public accountants for review and resolution only such matters that remain in dispute and that were properly included in the Notice of Disagreement. The Shareholders’ Representative and Buyer shall instruct their respective independent public accountants to resolve such disputed matters within thirty (30) days of submission and to not assign a value to any item in dispute greater than the greatest value for such item assigned by either the Shareholders’ Representative or Buyer or lesser than the smallest value of such item assigned by either the Shareholders’ Representative or Buyer. The Shareholders’ Representative (acting on account of the Shareholders) and Buyer shall pay the fees and expenses of their respective independent public accountants. Upon the final determination of the Final Closing Date Balance Sheet and Final Net Working Capital Statement (together with the Final Closing Date Net Working Capital and Final Net Working Capital Adjustment) as set forth in this Section 1.2(c), if the Final Closing Date Net Working Capital as reflected in the Final Closing Date Balance Sheet exceeds the Closing Date Net Working Capital as reflected in the Closing Date Balance Sheet, then Buyer shall promptly pay to the Shareholders an amount equal to the difference between the Final Closing Date Net Working Capital and the Closing Date Net Working Capital (the “Post-Closing Adjustment”). Upon the final determination of the Final Closing Date Balance Sheet and Final Closing Date Net Working Capital, Cash and Cash Equivalents, any Debt of the Asset Selling Subsidiaries (to the extent constituting Assumed Liabilities) and any Debt of any Acquired Subsidiaries, each based upon if the Final Closing Balance Sheet and calculated Date Net Working Capital as reflected in accordance with the methodologies used to prepare Schedule 3.2(a); (2) the resulting final Purchase Price (as determined in accordance with Section 3.1(a)) based on the foregoing amounts shown on the Final Closing Statement; and (3) the Final Adjustment Amount due to Graco or Purchaser Parent (if any), such “Final Adjustment Amount” being the difference between the Initial Purchase Price and the final Purchase Price shown on the Final Closing Statement. For the avoidance of doubt, the Final Adjustment Amount shall be due to Graco if the Initial Purchase Price Date Balance Sheet is less than the final Closing Date Net Working Capital as reflected in the Closing Date Balance Sheet, then the Post-Closing Adjustment shall be deducted from the Escrow Amount and promptly released to Buyer upon joint written instructions executed by the Shareholders’ Representative and Buyer and delivered to the Escrow Agent. Any payments made under this Section 1.2(c) shall be treated by the Parties as an adjustment to the Purchase Price shown on the Closing Statement, and the Final Adjustment Amount shall be due to Purchaser Parent if the Initial Purchase Price is greater than the final Purchase Price shown on the Closing Statementfor Tax purposes.

Post-Closing Purchase Price Adjustment. (a) Within 60 As promptly as practicable, but no later than 90 days after the Closing Date, Purchaser Parent shall prepare the Buyer will cause to be prepared and deliver delivered to Graco: the Seller (i) an unaudited consolidated balance sheet of the Liquid Finishing Business (the “Final Closing Balance Sheet”) as of and at the Effective Time on the Closing Date (but before giving effect to the consummation of the transactions contemplated by this Agreement)a working capital statement, prepared in good faith in accordance with the policies used in deriving the Audited Annual Financial Statements (other than the departures from such policies as are described on Schedule 3.2(a)) consistently applied in accordance with past practice (except that, for the avoidance of doubt, any Excluded Assets and Excluded Liabilities which shall be excluded from such balance sheet), and (ii) an accompanying statement substantially in the form used in preparing the example calculation set forth on Schedule 3.2(a) (the “Final Closing Statement”) showing Purchaser Parent’s calculationreflect, as of the Closing Date, of: (1) Net Working Capital, Cash and Cash Equivalents, any Debt of the Asset Selling Subsidiaries (current assets transferred to the extent constituting Assumed Liabilities) and any Debt of any Acquired Subsidiaries, each based upon the Final Closing Balance Sheet and calculated in accordance with the methodologies used to prepare Schedule 3.2(a); (2) the resulting final Purchase Price (as determined Buyer in accordance with Section 3.1(a1.1(a) and the current liabilities assumed by the Buyer in accordance with Section 1.2 (the "Closing Working Capital Statement"), which shall be prepared in accordance with GAAP and subject to the permitted adjustments and qualifications set forth in Schedule 1.5(a) based on the foregoing amounts shown on the Final Closing Statement; and (3ii) a certificate of a senior officer of the Final Adjustment Amount due Buyer, setting forth the amount of the Net Working Capital of the Business as of the Closing Date (the "Closing Net Working Capital Amount") and the amount of any adjustment to Graco or Purchaser Parent (if any), such “Final Adjustment Amount” being the difference between the Initial Purchase Price pursuant to this Section 1.5, if any, together with supporting calculations (the "Adjustment Certificate"). The Seller shall have 30 days from the date on which the Closing Working Capital Statement and the final Purchase Price shown on Adjustment Certificate are delivered to it to review such documents (the Final Closing Statement"Review Period"). For In furtherance of the avoidance of doubtforegoing, the Final Buyer shall give the Seller and its authorized representatives reasonable access (subject to the execution of such customary confidentiality and other undertakings as may be requested by the Buyer's independent auditor) to all books, records, files and other documents, personnel, offices and other facilities and properties of the Business as the Seller may reasonably require in order to review and verify the Closing Working Capital Statement and the Adjustment Amount Certificate; provided, however, that any such access shall be due conducted in such a manner as not to Graco if interfere unreasonably with the Initial Purchase Price is less than normal operation of the final Purchase Price Business. If the Seller disagrees in any respect with any item or amount shown on or reflected in the Closing StatementWorking Capital Statement or the Adjustment Certificate or with the calculation of the Closing Net Working Capital Amount, the Seller may, on or prior to the last day of the Review Period, deliver a notice to the Buyer setting forth, in reasonable detail the elements and/or amounts with which it disagrees (the "Dispute Notice"). If no Dispute Notice is received by the Buyer on or prior to the last day of the Review Period, the Closing Working Capital Statement and the Final Adjustment Amount Certificate shall be due deemed accepted by the Seller. In the event that the Seller delivers a Dispute Notice to Purchaser Parent if the Initial Purchase Price is greater than Buyer, the final Purchase Price shown on Buyer or the Seller, as the case may be, will concurrently pay to the other party any undisputed portion of the Closing StatementNet Working Capital Amount set forth in the Adjustment Certificate.

Post-Closing Purchase Price Adjustment. (a) Within 60 As promptly as practicable, but in any event not later than forty five (45) days after the Loan Closing DateDate (subject to the last sentence of this Section 2.4), Purchaser Parent shall prepare cause to be prepared and deliver delivered to Graco: Seller (i) an unaudited consolidated balance sheet a statement setting forth the Net Book Value of Warehouse Loans as of the Liquid Finishing Business date hereof (the “Final Closing Balance Sheet”"Statement of Warehouse Loans Net Book Value"), (ii) a statement setting forth the Net Book Value of the Construction Loans as of and at the Effective Time on the Company Closing Date (but before giving effect to the consummation "Statement of Construction Loans Net Book Value"), (iii) a statement setting forth the Net Book Value of Other Purchased Mortgage Loans as of the transactions contemplated by this Agreement), prepared in good faith in accordance with Loan Closing Date (the policies used in deriving the Audited Annual Financial Statements (other than the departures from such policies as are described on Schedule 3.2(a)) consistently applied in accordance with past practice (except that, for the avoidance "Statement of doubt, any Excluded Assets and Excluded Liabilities shall be excluded from such balance sheetOther Purchased Mortgage Loan Net Book Value"), and (iiiv) an accompanying statement substantially in a balance sheet for the form used in preparing the example calculation set forth on Schedule 3.2(a) (the “Final Closing Statement”) showing Purchaser Parent’s calculation, Company as of the Company Closing Date (the "Closing Date Balance Sheet"), accompanied by a statement setting forth the Net Book Value of the Company (the "Statement of Company Net Book Value") as of the Company Closing Date, of: (1) Net Working Capital, Cash and Cash Equivalents, any Debt of the Asset Selling Subsidiaries (to the extent constituting Assumed Liabilities) and any Debt of any Acquired Subsidiaries, each based upon the Final Closing Balance Sheet and calculated in accordance with the methodologies used to prepare Schedule 3.2(a); (2) the resulting final Purchase Price (as determined in accordance with Section 3.1(a)) based on the foregoing amounts shown on the Final Closing Statement; and (3) the Final Adjustment Amount due to Graco or Purchaser Parent (if any), such “Final Adjustment Amount” being the difference between the Initial Purchase Price and the final Purchase Price shown on the Final Closing Statement. For the avoidance of doubt, any information received by Purchaser from Bear Stearns with respect to loans sold to Bear Stearns and its Affiliates xxxxxxnt to contracts of Seller with such xxxxxxxs may be utilized by Purchaser in determining the Final Adjustment Amount Statement of Warehouse Loans Net Book Value, Statement of Construction Loans Net Book Value, Statement of Other Purchased Mortgage Loan Net Book Value and Statement of Company Net Book Value. In the event that this Agreement is terminated subsequent to the Warehouse Closing Date and prior to the occurrence of the Company Closing Date or Loan Closing Date, as the case may be, then Purchaser shall cause to be due prepared and delivered to Graco if Seller only the Initial Purchase Price is less than Statement of Warehouse Loans Net Book Value, Statement of Construction Loans Net Book Value, and/or Closing Date Balance Sheet and Statement of Company Net Book Value, as the final Purchase Price shown on case may be, within forty five (45) days after the Closing Statementdate of termination, and the Final Adjustment Amount remainder of this Section 2.4 shall be due apply solely with respect to Purchaser Parent if the Initial Purchase Price is greater than Statement of Warehouse Loans Net Book Value, Statement of Construction Loans Net Book Value and/or Closing Date Balance Sheet and Statement of Company Net Book Value, as the final Purchase Price shown on the Closing Statementcase may be.

Post-Closing Purchase Price Adjustment. (a) Within 60 After the Closing, Purchaser agrees to maintain the books and records of the Company and its Subsidiaries in a manner sufficient to calculate and verify all purchase price adjustments set forth in Section 2.3 until any Final Adjustment Amount has been paid and the Closing Statement is final, binding and non-appealable by the Parties, as provided herein. As promptly as possible, but in any event within ninety (90) days after the Closing DateClosing, Purchaser Parent shall prepare and deliver to Graco: (i) an unaudited Seller a consolidated balance sheet of the Liquid Finishing Business Company and its Subsidiaries as of the close of business on the day before the Closing Date, which shall be prepared in accordance with GAAP applied consistently with the Most Recent Balance Sheet to the extent not inconsistent with GAAP (the “Final Closing Balance Sheet”) as ), and a reasonably detailed statement setting forth Purchaser’s calculations of and at the Effective Time on Net Working Capital Amount, the Closing Date Indebtedness and the Company Transaction Expenses (but before giving effect to the consummation of the transactions contemplated by this Agreement), prepared in good faith in accordance together with the policies used in deriving the Audited Annual Financial Statements (other than the departures from such policies as are described on Schedule 3.2(a)) consistently applied in accordance with past practice (except thatClosing Balance Sheet, for the avoidance of doubt, any Excluded Assets and Excluded Liabilities shall be excluded from such balance sheet), and (ii) an accompanying statement substantially in the form used in preparing the example calculation set forth on Schedule 3.2(a) (the “Final Closing Statement”) showing Purchaser Parent’s calculation, as ). After delivery of the Closing Date, of: (1) Net Working Capital, Cash and Cash Equivalents, any Debt of the Asset Selling Subsidiaries (to the extent constituting Assumed Liabilities) and any Debt of any Acquired Subsidiaries, each based upon the Final Closing Balance Sheet and calculated in accordance with the methodologies used to prepare Schedule 3.2(a); (2) the resulting final Purchase Price (as determined in accordance with Section 3.1(a)) based on the foregoing amounts shown on the Final Closing Statement; and (3) the Final Adjustment Amount due to Graco or Purchaser Parent (if any), such “Final Adjustment Amount” being the difference between the Initial Purchase Price and the final Purchase Price shown on the Final Closing Statement. For the avoidance of doubt, the Final Adjustment Amount shall be due to Graco if the Initial Purchase Price is less than the final Purchase Price shown on the Closing Statement, Seller and its accountants shall be permitted reasonable access during normal business hours to review the books and records and any work papers of Purchaser, the Company and its Subsidiaries related to the preparation of the Closing Statement, subject to such confidentiality restrictions as the foreign accountants may reasonably request. Seller and its accountants may make inquiries of Purchaser, the Company and their respective accountants and employees regarding questions concerning or disagreements with the Closing Statement arising in the course of their review thereof, and Purchaser shall use its, and shall cause the Company and its Subsidiaries to use their, commercially reasonable efforts to cause any such accountants and employees to cooperate timely with and respond to such inquiries. If Seller has any objections to the Closing Statement, Seller shall deliver to Purchaser a statement setting forth in reasonable detail each item in dispute, the amount thereof in dispute and the Final Adjustment Amount basis for its objections thereto (an “Objections Statement”). If an Objections Statement is not delivered to Purchaser within twenty (20) Business Days after delivery of the Closing Statement, the Closing Statement shall be due final, binding and non-appealable by the Parties. If Seller delivers an Objection Statement with respect to a portion of the Closing Statement, any portion of the Closing Statement to which Seller has not objected shall be final, binding and non-appealable by the Parties. Seller and Purchaser Parent shall negotiate in good faith to resolve any objections set forth in the Objections Statement, but if they do not reach a final resolution within twenty (20) Business Days after the Initial Purchase Price delivery of the Objections Statement, Seller and Purchaser shall submit such dispute to KPMG (the “Independent Accounting Firm”). If any dispute is submitted to the Independent Accounting Firm, each Party will furnish to the Independent Accounting Firm such work papers and other documents and information relating to the disputed issues as the Independent Accounting Firm may request and are available to that Party or its accountants (including information of the Company and its Subsidiaries), provided, a copy of such documents and information is provided to the other Party. Neither Purchaser nor Seller shall engage in any communication of any kind, whether oral or written, with the Independent Accounting Firm except in the presence (in person or telephonically) of the other such Party, or, in the case of written communications (including electronic mail), without such other Party simultaneously receiving a copy of any such communications. The Independent Accounting Firm’s sole function shall be to address the issues in dispute following the twenty (20) Business Day resolution period, and the Independent Accounting Firm’s determination of such dispute shall be based on the terms of this Agreement and shall, absent manifest error, be conclusive and binding upon the Parties provided, however, that in resolving any dispute, the Independent Accounting Firm may not assign a value to any item greater than the final Purchase Price shown greatest value for such item claimed by Purchaser or Seller or less than the smallest value for such item claimed by either Purchaser or Seller. Seller and Purchaser shall use their commercially reasonable efforts to cause the Independent Accounting Firm to resolve all such disagreements as soon as practicable but in no event later than thirty (30) Business Days after submission of the disputed issues to the Independent Accounting Firm. The resolution of the dispute by the Independent Accounting Firm shall be final, binding and non-appealable by the Parties; provided, however, that this provision shall not prohibit either Party from instituting litigation to enforce any ruling of the Independent Accounting Firm resolving any such disputes. The Closing Statement shall be modified if necessary to reflect the Independent Accounting Firm’s determination. All of the fees and expenses of the Independent Accounting Firm will be borne by Purchaser, on the Closing Statementone hand, and Seller, on the other hand, in proportion to the portion of the aggregate amount in dispute that is finally resolved by the Independent Accounting Firm in a manner adverse to such Party. For example, if Purchaser claims the appropriate adjustments are $1,100 less than the amount determined by Seller, and Seller contests only $500 of the amount claimed by Purchaser (thereby agreeing Purchaser is owed $600), and if the Independent Accounting Firm ultimately resolves the dispute by awarding Purchaser $300 of the $500 contested, then the fees and expenses of the Independent Accounting Firm shall be allocated 60% (i.e., 300/500) to Seller and 40% (i.e., 200/500) to Purchaser.

Post-Closing Purchase Price Adjustment. No later than sixty (a60) Within 60 days after the Closing Date, Purchaser Parent Buyer shall prepare and deliver to Graco: (i) an unaudited consolidated balance sheet of the Liquid Finishing Business (the “Final Closing Balance Sheet”) as of and at the Effective Time on the Closing Date (but before giving effect to the consummation of the transactions contemplated by this Agreement), prepared in good faith in accordance with the policies used in deriving the Audited Annual Financial Statements (other than the departures from such policies as are described on Schedule 3.2(a)) consistently applied in accordance with past practice (except that, for the avoidance of doubt, any Excluded Assets and Excluded Liabilities shall be excluded from such balance sheet), and (ii) an accompanying a statement substantially in the form used in preparing the example calculation set forth on Schedule 3.2(a) (the “Final Closing Statement”) showing Purchaser Parentconsisting of the Buyer’s calculationgood faith estimate in reasonable detail (and, in each case, determined as of the close of business on the Closing DateDate without giving effect to the transactions contemplated by this Agreement to take place at the Closing) and in accordance with the Accounting Principles, of: (1i) Net the Closing Balance Sheet, (ii) the Closing Cash, (iii) the Closing Working Capital, (iv) the Closing Working Capital Excess Amount (if any), (v) the Closing Working Capital Deficiency Amount (if any), and (vi) the Cash and Cash Equivalents, any Debt Consideration. During the forty-five (45) day period following Buyer’s delivery of the Asset Selling Subsidiaries (to the extent constituting Assumed Liabilities) and any Debt of any Acquired Subsidiaries, each based upon the Final Closing Balance Sheet Statement, Seller shall have, for the purposes of evaluating the Final Closing Statement, reasonable access (A) to the appropriate books and records of Buyer, including working papers, supporting schedules, calculations and other documentation used in the preparation of the Final Closing Statement and (B) to Buyer’s officers, employees, agents and representatives as may be reasonably required in connection with the review or analysis of the Final Closing Statement. The Final Closing Statement and the Cash Consideration set forth therein shall be final and binding upon the Parties, and deemed accepted by Seller, unless within forty-five (45) days after Seller’s receipt thereof, Seller provides Buyer with a written Objection Notice with respect to the Final Closing Statement (an “Objection Notice”). The Objection Notice shall specify in reasonable detail each item on the Final Closing Statement that Seller disputes and the nature of any objection so asserted and shall be limited to disputes or objections based on mathematical errors or based on Cash Consideration not being calculated in accordance with this Agreement (including, without limitation, not being calculated in accordance with the methodologies used Accounting Principles). Seller shall be deemed to prepare Schedule 3.2(a); (2) the resulting final Purchase Price (as determined have agreed with all amounts and items contained in accordance with Section 3.1(a)) based on the foregoing amounts shown on the Final Closing Statement; Statement to the extent such amounts and (3) items are not raised in the Final Adjustment Amount due to Graco or Purchaser Parent (if any)Objection Notice. If Seller properly delivers an Objection Notice, such “Final Adjustment Amount” being the difference between the Initial Purchase Price and the final Purchase Price shown on the Final Closing Statement. For the avoidance of doubt, the Final Adjustment Amount any dispute raised therein shall be due resolved pursuant to Graco if the Initial Purchase Price is less than the final Purchase Price shown on the Closing Statement, and the Final Adjustment Amount shall be due to Purchaser Parent if the Initial Purchase Price is greater than the final Purchase Price shown on the Closing Statementprocedures set forth in Section 1.11.

Post-Closing Purchase Price Adjustment. (a) Within 60 days after Buyer shall use its reasonable best efforts to deliver to its independent auditor, on or before the 30th day following the Closing Date, Purchaser Parent shall prepare and deliver but in no event more than 60 days prior to Graco: (i) an unaudited consolidated the Closing Date, a final balance sheet of the Liquid Finishing Business as of the Effective Time (the “Final Closing Date Balance Sheet”) ), which shall include the Buyer’s determination of the final Net Working Capital of the Business as of and at the Effective Time on the Closing Date (but before giving effect to the consummation of the transactions contemplated by this Agreement), prepared in good faith in accordance with the policies used in deriving the Audited Annual Financial Statements (other than the departures from such policies as are described on Schedule 3.2(a)) consistently applied in accordance with past practice (except that, for the avoidance of doubt, any Excluded Assets and Excluded Liabilities shall be excluded from such balance sheet), and (ii) an accompanying statement substantially in the form used in preparing the example calculation set forth on Schedule 3.2(a) (the “Final Closing StatementDate Net Working Capital”) showing Purchaser Parent’s calculation, as of ). Buyer shall instruct its independent auditor to audit the Final Closing Date, of: (1) Date Net Working Capital, Cash and Cash Equivalents, any Debt to use its reasonable best efforts to complete such audit within 30 days of submission by Buyer to its independent auditor (it being understood by the Asset Selling Subsidiaries (to Parties that such 30-day period may be extended in the extent constituting Assumed Liabilities) and any Debt event of any Acquired Subsidiaries, each based upon accounting anomalies or other accounting issues discovered during the audit or the preparation of the Final Closing Date Balance Sheet, provided that the Seller receives written notice prior to the end of such 30-day period explaining in reasonable detail such accounting anomalies or issues) and, upon completion of such audit, to deliver the Final Closing Date Balance Sheet, including the audited Final Closing Date Net Working Capital (the “FCDBS”) to Seller and Buyer. The Final Closing Date Balance Sheet and calculated the FCDBS shall be prepared in accordance a manner consistent with the methodologies used preparation of the Closing Date Balance Sheet. During the 30-day period immediately following the Seller’s and Buyer’s receipt of the FCDBS, the Seller and Buyer shall be permitted, upon reasonable request, to prepare Schedule 3.2(areview Buyer’s and its auditors (if permissible) working papers related to the preparation and determination of the FCDBS. The FCDBS shall become final and binding upon the Parties 30 days following the Seller’s receipt thereof, unless the Seller or Buyer gives written notice of disagreement (a “Notice of Disagreement”) to the other party prior to such date (the “Notice Period”); . Any Notice of Disagreement shall specify in reasonable detail the nature and dollar amount of any disagreement so asserted. If Buyer or Seller, as applicable, receives a Notice of Disagreement within the Notice Period, each undisputed item on the FCDBS shall become final and binding and each disputed item on the FCDBS shall become final and binding on the earliest of (2i) the resulting final Purchase Price date Buyer and the Seller resolve in writing each such difference they have with respect to the matters specified in the Notice of Disagreement or (as determined in accordance with Section 3.1(a)) based on the foregoing amounts shown on the Final Closing Statement; and (3ii) the Final Adjustment Amount due to Graco or Purchaser Parent (if any), date on which each such “Final Adjustment Amount” being the difference between the Initial Purchase Price and the final Purchase Price shown on the Final Closing Statement. For the avoidance of doubt, the Final Adjustment Amount shall be due to Graco if the Initial Purchase Price matter in dispute is less than the final Purchase Price shown on the Closing Statement, and the Final Adjustment Amount shall be due to Purchaser Parent if the Initial Purchase Price is greater than the final Purchase Price shown on the Closing Statement.finally resolved by the

Post-Closing Purchase Price Adjustment. (a) Within 60 days after the Closing Date, Purchaser Parent shall prepare and deliver to GracoSeller Parent: (i) an unaudited consolidated balance sheet of the Liquid Finishing Business (the “Final Closing Balance Sheet”) as of and at the Effective Time close of business on the Closing Date (but before giving effect to the consummation of the transactions contemplated by this Agreement), prepared in good faith in accordance with GAAP and the policies used in deriving books and records of the Audited Annual Financial Statements (other than the departures from such policies as are described on Schedule 3.2(a)) consistently applied in accordance with past practice Finishing Business (except that, for the avoidance of doubt, any Excluded Assets and Excluded Liabilities shall be excluded from such balance sheet), and (ii) an accompanying statement substantially statement, prepared in the form used in preparing the example calculation set forth on accordance with Schedule 3.2(a3.1(b) (the “Final Closing Statement”) showing Purchaser Parent’s calculation, as of the Closing Date, of: (1) Net Working CapitalOperating Assets, Cash and Cash Equivalents, any and Debt of the Asset Selling Subsidiaries Sellers (to the extent constituting Assumed Liabilities) and any plus Debt of any Acquired Subsidiaries, each based upon the Final Closing Balance Sheet and calculated in accordance with the methodologies used to prepare Schedule 3.2(a3.1(b); (2) the resulting final adjustment to the Purchase Price (as Price, determined in accordance with Section Sections 3.1(a)) based on and (c) (calculated by substituting the foregoing Operating Assets, Cash and Cash Equivalents, and Debt amounts shown on the Final Closing Balance Sheet for those previously appearing on the Preliminary Closing Statement); (3) the resulting final Purchase Price, calculated in accordance with Sections 3.1(a) and (c) and the Final Closing Balance Sheet; and (34) the Final Adjustment Amount due to Graco Seller Parent or Purchaser Parent (if any), such “Final Adjustment Amount” being the difference between the Initial Purchase Price paid at Closing and the final Purchase Price shown on the Final Closing Statement. For the avoidance of doubt, the Final Adjustment Amount shall be due to Graco if the Initial Purchase Price is less than the final Purchase Price shown on the Closing Statement, and the Final Adjustment Amount shall be due to Purchaser Parent if the Initial Purchase Price is greater than the final Purchase Price shown on the Closing Statement.

Post-Closing Purchase Price Adjustment. (a) Within 60 No later than ninety (90) days after following the Closing Date, Purchaser Parent shall Buyer will prepare and deliver to Graco: (i) an unaudited consolidated balance sheet Seller a statement, substantially in the form set forth as Exhibit A, setting forth Buyer’s good faith calculation of the Liquid Finishing Business Cash Amount, the Debt Amount and the Closing Net Working Capital Amount (the “Final Closing Balance SheetStatement”) as of and at the Effective Time on the Closing Date (but before giving effect ). Buyer shall provide reasonable supporting detail for such estimates which are to the consummation of the transactions contemplated by this Agreement), be prepared in good faith in accordance with the policies used Specified Accounting Principles and as set forth in deriving Exhibit A. In the Audited Annual Financial Statements (other than event Buyer fails to deliver to Seller the departures from Closing Statement by the deadline set forth above, Seller may elect in its sole discretion to accept the Estimated Closing Statement as the Closing Statement by delivering written notice of such policies as are described on Schedule 3.2(a)) consistently applied election to Buyer, and in accordance with past practice (except that, for the avoidance of doubt, any Excluded Assets and Excluded Liabilities such instance there shall be excluded from such balance sheet), and no adjustment pursuant to this Section 2.05. Seller shall have ninety (ii90) an accompanying statement substantially in the form used in preparing the example calculation set forth on Schedule 3.2(a) (the “Final Closing Statement”) showing Purchaser Parentdays following Seller’s calculation, as receipt of the Closing Date, of: (1) Net Working Capital, Cash and Cash Equivalents, Statement to deliver to Buyer any Debt objections that Seller may have to any of the Asset Selling Subsidiaries matters set forth therein. If Seller does not deliver any written objections to Buyer within such sixty (60)-day period, Seller shall be deemed to have accepted the extent constituting Assumed Liabilities) Closing Statement and the calculations set forth therein, and Seller shall have irrevocably waived any Debt right to object thereto. If Seller does timely deliver such written objections (a “Dispute Notice”), which Dispute Notice specifies in reasonable detail the nature and dollar amount of any Acquired Subsidiariesdisagreement so asserted (collectively, each based upon the Final Closing Balance Sheet and calculated in accordance with the methodologies used to prepare Schedule 3.2(a); (2) the resulting final Purchase Price (as determined in accordance with Section 3.1(a)) based on the foregoing amounts shown on the Final Closing Statement; and (3) the Final Adjustment Amount due to Graco or Purchaser Parent (if any“Disputed Items”), such “Final Adjustment Amount” being then, during the difference between thirty (30) days following Buyer’s receipt of a Dispute Notice, Buyer and Seller shall diligently attempt to resolve in writing the Initial Purchase Price Disputed Items. Any Disputed Item resolved in writing by Buyer and the final Purchase Price shown Seller will be deemed final, binding and conclusive on the Final Closing StatementBuyer and Seller. For the avoidance Additionally, following delivery of doubt, the Final Adjustment Amount shall be due to Graco if the Initial Purchase Price is less than the final Purchase Price shown on the Closing Statement, Buyer shall provide to Seller reasonable access (subject to applicable privileges and confidentiality undertakings) to Company’s and the Final Adjustment Amount shall be due Subsidiaries’ books and records (including financial records and supporting documents) relating to Purchaser Parent if the Initial Purchase Price is greater than the final Purchase Price shown on Buyer’s calculation of the Closing StatementNet Working Capital Amount, as Seller may reasonably request.

Post-Closing Purchase Price Adjustment. (a) Within 60 days after On or before the 120th day following the Closing Date, Purchaser Parent Buyer shall prepare and deliver to Graco: (i) an unaudited consolidated balance sheet of Seller Representative a statement setting forth the Liquid Finishing Business actual Working Capital (the “Final Closing Balance SheetActual Working Capital”) as of and at the Effective Time (the “Actual Working Capital Statement”). The Actual Working Capital Statement shall be prepared in a manner consistent with the preparation of the Estimated Working Capital Statement; provided, however, that for purposes of the Actual Working Capital Statement, Working Capital will include any amounts collected by Buyer for Seller Accounts Receivable even if such Seller Accounts Receivable were not reflected in the Estimated Working Capital Statement; and provided further that any Seller Accounts Receivable, whether or not reflected in the Estimated Working Capital Statement, will be disregarded for purposes of the Actual Working Capital Statement to the extent such Seller Accounts Receivable remain uncollected 120 days following the Closing. During the 30-day period immediately following delivery to Seller Representative of the Actual Working Capital Statement, Buyer shall promptly on written request of Seller Representative or its agents deliver to same, and Seller Representative and its agents and representatives shall be permitted to review, Buyer’s working papers related to the preparation and determination of the Actual Working Capital Statement. The Actual Working Capital Statement shall become final and binding upon the Parties 30 days following delivery to Seller Representative or its agent, unless Seller Representative gives written notice of disagreement (a “Notice of Disagreement”) to Buyer prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature and dollar amount of any disagreement so asserted. If Seller sends a Notice of Disagreement within 30 days following delivery to Seller Representative or its agent of the Actual Working Capital Statement, each undisputed item on the Actual Working Capital Statement shall become final and binding and each disputed item on the Actual Working Capital Statement shall become final and binding on the earliest of (x) the date Buyer and Seller Representative resolve in writing each such difference they have with respect to the matters specified in the Notice of Disagreement and (y) the date on which each such matter in dispute is finally resolved by the Independent Accountant (defined below). After the 45 days following delivery of a Notice of Disagreement, if Buyer and Seller Representative have not resolved all differences outlined in the Notice of Disagreement, Buyer and Seller Representative, unless otherwise mutually agreed to in writing, shall submit to a nationally recognized accounting firm (the “Independent Accountant”) proposed by Buyer and reasonably acceptable to the Seller Representative for review and resolution only such matters that remain in dispute and that were properly included in the Notice of Disagreement. Buyer and Seller Representative shall instruct the Independent Accountant to resolve such disputed matters within 30 days of submission by assigning a value to each item in dispute no greater than the greatest value for such item assigned by either Buyer or Seller Representative, and no lesser than the smallest value of such item assigned by either Buyer or Seller Representative. Buyer and Seller Representative shall each pay half of the fees and expenses of the Independent Accountant upon invoice. Upon the final determination of the Actual Working Capital as set forth in this Section 1.5(c): (x) if the Actual Working Capital exceeds the Closing Date (but before giving effect Working Capital, then Buyer shall pay to Seller Representative an amount equal to the consummation difference between the Actual Working Capital and the Closing Date Working Capital (net of the transactions contemplated any Closing Date Adjustment Amount) within 30 days of demand by this Agreement), prepared in good faith in accordance with the policies used in deriving the Audited Annual Financial Statements (other than the departures from such policies as are described on Schedule 3.2(a)) consistently applied in accordance with past practice (except that, for the avoidance of doubt, any Excluded Assets and Excluded Liabilities shall be excluded from such balance sheet), Seller Representative; and (iiy) if Actual Working Capital is less than Closing Date Working Capital, Seller shall pay to Buyer an accompanying statement substantially amount equal to the difference between the Actual Working Capital and the Closing Date Working Capital within 10 days of final determination (in each instance under clause (x) or (y) above, the “Post-Closing Adjustment”). Notwithstanding the foregoing, if the Post-Closing Adjustment is payable to Buyer, then Buyer may seek recovery of any Post-Closing Adjustment owed to it in the form used in preparing the example calculation set forth on Schedule 3.2(a) (the “Final Closing Statement”) showing Purchaser Parent’s calculation, as of the Closing Date, offollowing priority: (1) Net Working Capitalfrom the escrowed funds, Cash and Cash Equivalents, any Debt of the Asset Selling Subsidiaries (to the extent constituting Assumed Liabilities) and any Debt of any Acquired Subsidiaries, each based upon the Final Closing Balance Sheet and calculated in accordance with the methodologies used to prepare Schedule 3.2(a); (2) if the resulting final Purchase Price (as determined in accordance with Section 3.1(a)) based on escrowed funds are less than the foregoing amounts shown on amount of the Final Post-Closing Statement; and Adjustment, demand payment from the Seller directly, or (3) the Final Adjustment Amount due to Graco or Purchaser Parent (if any), such “Final Adjustment Amount” being the difference between the Initial Purchase Price and the final Purchase Price shown on the Final Closing Statement. For the avoidance of doubt, the Final Adjustment Amount shall be due to Graco if the Initial Purchase Price is escrowed funds and payments received directly from Seller are together less than the final Purchase Price shown on Post-Closing Adjustment, offset such amount against any amount owed to Seller pursuant to the Earn-Out Agreement. Buyer shall have direct recourse against the Seller Parties, jointly and severally, for any portion of the Post-Closing StatementAdjustment owed to Buyer after the escrowed funds have been exhausted, and the Final Seller Parties shall pay such amount to Buyer within 10 days of demand. The Seller Parties shall, within 10 days of Buyer’s demand, replenish any portion of the Escrow Amount that is depleted to pay any Post-Closing Adjustment Amount owed to Buyer. Any payments made under this Section 1.5(c) shall be due treated by the Parties as an adjustment to Purchaser Parent if the Initial Total Purchase Price is greater than the final Purchase Price shown on the Closing Statementfor Tax purposes.

Post-Closing Purchase Price Adjustment. (a) Within 60 As promptly as practicable, but no later than 45 days after the Closing Date, Purchaser Parent shall prepare the Seller will cause to be prepared and deliver delivered to Graco: (i) an unaudited consolidated balance sheet the Buyer a certificate of a senior officer of the Liquid Finishing Business Seller, setting forth the Net Working Capital of the Company as of the Closing Date (the “Final "Closing Balance Sheet”Net Working Capital") and the amount of any adjustment to the Pre-Closing Purchase Price pursuant to this Section 1.3, together with supporting calculations (the "Adjustment Certificate"). The Adjustment Certificate shall (x) be accompanied by a draft auditor's report thereon from the Seller's accountants and (y) present fairly in all material respects the Net Working Capital of the Company as of and at the Effective Time close of business on the Closing Date (but before without giving effect to the consummation sale and purchase of the transactions Shares or any subsequent transaction contemplated by hereby). Following the Closing, the Buyer shall afford the Seller and its accountants full and complete access to the Company's employees and the work papers of the Company's accountants (subject to the execution of customary confidentiality and other undertakings) on reasonable prior notice throughout the 45 day period following the Closing in order to prepare the Adjustment Certificate. The Buyer shall have 45 days from the date on which the Adjustment Certificate is delivered to it to review such documents (the "Review Period"). The Buyer and its accountants shall be provided with customary access to the work papers of the Seller's accountants in connection with such review, subject to the execution of customary confidentiality and other undertakings. If the Buyer disagrees in any respect with any item or amount shown or reflected in the Adjustment Certificate or with the calculation of the Closing Net Working Capital (other than the definition of such term as set forth in this Agreement), prepared the Buyer may, on or prior to the last day of the Review Period, deliver a notice to the Seller setting forth, in good faith in accordance with reasonable detail, each disputed item or amount and the policies used in deriving the Audited Annual Financial Statements (other than the departures from such policies as are described on Schedule 3.2(a)) consistently applied in accordance with past practice (except that, basis for the avoidance Buyer's disagreement therewith (the "Dispute Notice"). The Dispute Notice shall set forth the Buyer's position as to the proper Closing Net Working Capital. If no Dispute Notice is received by the Seller on or prior to the last day of doubtthe Review Period, the Adjustment Certificate shall be deemed accepted by the Buyer. In the event that the Buyer delivers a Dispute Notice to the Seller, the Buyer will concurrently pay to the Seller or the Seller will concurrently pay to the Buyer, as the case may be, any Excluded Assets undisputed portion of the amount which would be payable pursuant to the first sentence of Section 1.3(d) if the Adjustment Certificate (and Excluded Liabilities shall be excluded from such balance sheet), and (ii) an accompanying statement substantially in the form used in preparing the example calculation set forth on Schedule 3.2(a) (the “Final Closing Statement”) showing Purchaser Parent’s calculation, as amount of the Closing Date, of: (1) Net Working CapitalCapital derived therefrom) were deemed accepted by the Buyer, Cash and Cash Equivalents, any Debt of with interest on such amount as provided in Section 1.3(e). All payments made by the Asset Selling Subsidiaries (Seller or the Buyer pursuant to the extent constituting Assumed Liabilities) and any Debt of any Acquired Subsidiaries, each based upon the Final Closing Balance Sheet and calculated in accordance with the methodologies used to prepare Schedule 3.2(a); (2) the resulting final Purchase Price (as determined in accordance with Section 3.1(a)) based on the foregoing amounts shown on the Final Closing Statement; and (3) the Final Adjustment Amount due to Graco or Purchaser Parent (if any), such “Final Adjustment Amount” being the difference between the Initial Purchase Price and the final Purchase Price shown on the Final Closing Statement. For the avoidance of doubt, the Final Adjustment Amount preceding sentence shall be due made by wire transfer of immediately available funds to Graco if an account or accounts designated by the Initial Purchase Price is less than the final Purchase Price shown on the Closing Statement, and the Final Adjustment Amount shall be due to Purchaser Parent if the Initial Purchase Price is greater than the final Purchase Price shown on the Closing Statementrespective party for such purpose.

Post-Closing Purchase Price Adjustment. (a) Within 60 Purchaser shall prepare and present to Seller a draft of the balance sheet establishing the actual Net Working Capital (as finally determined pursuant to the terms of this Section 2.4(a), the “Closing Date Statement”) promptly, but not more than sixty (60) calendar days after the Closing Date. The Closing Date Statement shall be prepared in accordance with GAAP and the same principles, Purchaser Parent shall prepare practices and deliver procedures used in preparing the calculation of Target Net Working Capital Value set forth in Exhibit B attached hereto. The balance for inventory to Graco: (i) an unaudited consolidated balance sheet of the Liquid Finishing Business (the “Final Closing Balance Sheet”) as of and at the Effective Time be set forth on the Closing Date (but before giving effect to the consummation of the transactions contemplated by this Agreement), prepared in good faith in accordance with the policies used in deriving the Audited Annual Financial Statements (other than the departures from such policies as are described on Schedule 3.2(a)) consistently applied in accordance with past practice (except that, for the avoidance of doubt, any Excluded Assets and Excluded Liabilities Statement shall be excluded from such balance sheet), and (ii) an accompanying statement substantially in based on the form used in preparing results of a full physical count of all inventory owned by the example calculation set forth on Schedule 3.2(a) Company (the “Final Closing StatementPhysical Inventory”) showing to be taken on or around the Closing Date, but in no event later than five (5) Business Days subsequent to the Closing Date. The Physical Inventory shall be taken and documented in reasonable detail by the Company and shall be observed by the Purchaser Parent(or its representatives) and also shall be observed, at the Seller’s calculationoption, by the Seller (or its representatives). For purposes of computing Net Working Capital as of the Closing Date, of: the Physical Inventory quantities shall be valued at the lower of cost or market (1) Net Working Capital, Cash and Cash Equivalents, any Debt of the Asset Selling Subsidiaries (to the extent constituting Assumed Liabilitieswhich shall not exceed net realizable value) and any Debt net of any Acquired Subsidiariesapplicable inventory reserves, each based upon the Final Closing Balance Sheet and calculated utilizing costing methods in accordance with GAAP consistently applied. Each party shall bear its own expenses with respect to the methodologies used Physical Inventory. Seller, together with its representatives and accountants, shall have the right to prepare Schedule 3.2(a); (2) review the resulting final Purchase Price (as determined work papers of Purchaser and Purchaser’s accountants utilized in accordance with Section 3.1(a)) based on preparing the foregoing amounts shown on Closing Date Statement for purposes of verifying the Final accuracy of the presentation of the Closing Statement; and (3) the Final Adjustment Amount due to Graco or Purchaser Parent (if any), such “Final Adjustment Amount” being the difference between the Initial Purchase Price and the final Purchase Price shown on the Final Closing Date Statement. For If Seller shall not have notified Purchaser in a reasonably detailed written statement describing any objections to the avoidance of doubtClosing Date Statement within forty-five (45) calendar days after its receipt by Seller, the Final Adjustment Amount Closing Date Statement shall be due deemed to Graco if the Initial Purchase Price is less than the final Purchase Price shown be final. If Purchaser and Seller cannot agree on the Closing StatementDate Statement within forty-five (45) calendar days after the delivery of the Closing Date Statement to Seller by Purchaser, and the Final Adjustment Amount parties shall submit the dispute to a mutually acceptable accounting firm (the “Reviewing Accountants”), whose determination shall be due to Purchaser Parent if the Initial Purchase Price is greater than the final Purchase Price shown binding on the Closing Statementparties. The fees of such Reviewing Accountants shall be split equally between Purchaser and Seller.

Post-Closing Purchase Price Adjustment. (a) Within 60 No later than ninety (90) days after the Closing Date (the “Closing Statement Date”), Purchaser Parent Purchasers shall prepare and deliver to Graco: (i) an unaudited consolidated balance sheet of the Liquid Finishing Business South Central Seller a written statement (the “Final Closing Balance Sheet”) as of and at the Effective Time on the Closing Date (but before giving effect to the consummation of the transactions contemplated by this Agreement), prepared in good faith in accordance with the policies used in deriving the Audited Annual Financial Statements (other than the departures from such policies as are described on Schedule 3.2(a)) consistently applied in accordance with past practice (except that, for the avoidance of doubt, any Excluded Assets and Excluded Liabilities shall be excluded from such balance sheet), and (ii) an accompanying statement substantially in the form used in preparing the example calculation set forth on Schedule 3.2(a) (the “Final Closing Statement”) showing Purchaser Parent’s calculationsetting forth in reasonable detail Purchasers’ good faith determination of (i) the Closing Adjustment Amount, as (ii) the Remaining Excess Coal Payment Amount, and (iii) any adjustment required pursuant to Section 8.06(d), together with source documents with respect to each of the calculations reflected in the Closing Date, of: (1) Net Working Capital, Cash Statement and Cash Equivalents, a reconciliation delineating any Debt of differences between such amounts and the Asset Selling Subsidiaries (to estimated amounts provided by Sellers in the extent constituting Assumed Liabilities) and any Debt of any Acquired Subsidiaries, each based upon the Final Closing Balance Sheet and calculated in accordance with the methodologies used to prepare Schedule 3.2(a); (2) the resulting final Purchase Price (as determined in accordance with Section 3.1(a)) based on the foregoing amounts shown on the Final Estimated Closing Statement; , along with reasonable supporting calculations and (3) documents used in the Final Adjustment Amount due to Graco or Purchaser Parent (if any), such “Final Adjustment Amount” being the difference between the Initial Purchase Price and the final Purchase Price shown on the Final Closing Statement. For the avoidance preparation of doubt, the Final Adjustment Amount shall be due to Graco if the Initial Purchase Price is less than the final Purchase Price shown on the Closing Statement, and the Final Adjustment Amount which shall be due prepared in a manner consistent in all material respects with the Sample Closing Statement, and if Purchasers thereafter fails to Purchaser Parent if deliver the Initial Purchase Price is greater than Closing Statement pursuant to this Section 2.03(a) on or before the final Purchase Price shown on Closing Statement Date, without limiting the remedies of South Central Seller hereunder (including under Section 2.03(b)), the Estimated Closing Statement shall be deemed to be the Closing Statement. Purchasers and the Acquired Companies, on the one hand, and South Central Seller, on the other hand, shall, prior to and until the Final Settlement Date, provide to each other Party and its respective Representatives reasonable access during normal business hours to their respective Representatives and to their respective books and records as may be reasonably requested by the other Party for purposes of Purchasers’ preparation of the Closing Statement and South Central Seller’s and their respective Representatives’ review of the Closing Statement, as applicable; provided, that such access shall be in a manner that does not unreasonably interfere with the normal business operations of Purchasers or the Acquired Companies, and Purchasers shall not be required to provide any information the disclosure of which is restricted by Contract in place as of the date hereof or due to applicable Law (including competition or antitrust Law) (provided, that Purchasers shall use commercially reasonable efforts to obtain the consent to such disclosure of the affected third party) or which would, based on the advice of counsel, result in the waiver of any privileges (provided that Purchasers and South Central Seller shall cooperate to permit such disclosure in a manner consistent with the preservation of privilege). Purchasers shall be prohibited from amending the Closing Statement after it has been delivered to the South Central Seller, absent manifest error. Each Party acknowledges and agrees that the purpose of preparing the Closing Statement and the components thereof, is to measure changes in such amounts relative to the amounts included within the Estimated Closing Statement solely to the extent that new facts or events become known to either Sellers or Purchasers subsequent to the delivery of the Estimated Closing Statement and, applying the same Accounting Principles and definitions herein, would result in such a change, provision, accrual or increase (including levels of reserves used by the Acquired Companies with respect thereto).

Post-Closing Purchase Price Adjustment. (ai) Within 60 twenty (20) days after the Closing Date, Purchaser Parent Buyer shall prepare and deliver to Graco: (i) an unaudited consolidated balance sheet of the Liquid Finishing Business Seller a statement (the “Final Closing Balance SheetInventory Statement”) as of and setting forth any discrepancies in the Purchased COT Assets actually delivered at Closing from the Effective Time on the Closing Date (but before giving effect to the consummation of the transactions contemplated by this Agreement), prepared in good faith in accordance with the policies used in deriving the Audited Annual Financial Statements (other than the departures from such policies as are described Purchased COT Assets listed on Schedule 3.2(a)) consistently applied in accordance with past practice (except thatA, for the avoidance of doubt, including any Excluded missing or materially damaged Purchased COT Assets and Excluded Liabilities shall be excluded from the replacement value or repair cost of each such balance sheet)item, and (ii) an accompanying statement substantially in not to exceed the form used in preparing the example calculation value for such item set forth on Schedule 3.2(a) 2.3 (the “Final Inventory Value Adjustment”); provided that the Inventory Value Adjustment included in the Closing Statement”Inventory Statement shall only include material changes to the Purchased COT Assets occurring after Buyer’s inspection of such Purchased COT Assets prior to the Execution Date and shall exclude any loss, damage or reduction in value as a result of depreciation and/or ordinary wear and tear and any damage claims to the extent such damages do not render any such Purchased COT Assets inoperable. For purposes of this Section 2.3(a), “material” and “materially” shall mean a value greater than Seventeen Thousand Five Hundred Dollars ($17,500). (ii) showing Purchaser ParentIf, within thirty (30) days after the date of Buyer’s calculation, as delivery of the Closing DateInventory Statement, of: Seller (1i) Net Working Capital, Cash determines that the Closing Inventory Statement and Cash Equivalents, any Debt of the Asset Selling Subsidiaries (to the extent constituting Assumed Liabilities) and any Debt of any Acquired Subsidiaries, each based upon the Final Closing Balance Sheet and calculated Inventory Value Adjustment have not been prepared or determined in accordance with this Agreement or (ii) disagrees with the methodologies used replacement value proposed by Buyer, Seller may give written notice to prepare Schedule 3.2(aBuyer within such 30-day period setting forth Seller’s proposed changes to the Closing Inventory Statement as prepared by Buyer and the determination by Seller of the Inventory Value Adjustment. The failure by Seller to so express disagreement and provide such notice within such 30-day period will constitute acceptance of Buyer’s preparation of the Closing Inventory Statement and the Inventory Value Adjustment. If Buyer and Seller are unable to resolve any disagreement between them with respect to the preparation of the Closing Inventory Statement and the determination of the Inventory Value Adjustment within fifteen (15) days after the giving of notice by Seller to Buyer of such disagreement, the dispute may be referred by Buyer or Seller for determination to the Houston, Texas office of BDO USA, LLP or, if such firm is not willing or able to serve, a mutually acceptable, independent, nationally or regionally recognized accounting firm (the “Accountants”). Within fifteen (15) days of such referral, each party shall submit, in writing, detailed briefs to the Accountants setting forth their position, and the Accountants shall make a written determination as promptly as practicable, but in any event within thirty (30) days after the date on which the dispute is referred to the Accountants. The Accountants will not disclose either party’s position to the other party. Neither Buyer nor Seller shall be entitled to respond to the brief provided by the other party to the Accountants. The Accountants may ask and receive responses in writing from one or both parties in order to clarify such party’s position. The Accountants are authorized to select only the Inventory Value Adjustment as presented by Buyer or Seller and shall not select any other amount as the Inventory Value Adjustment. The costs and expenses of the Accountants shall be borne by the party against whom the majority of amounts in dispute are decided. No party will disclose to the Accountants, and the Accountants will not consider for any purposes, any settlement discussions or settlement offer made by any party. The decision of the Accountants shall be final and binding on the parties. (iii) During the period that Seller’s advisors and personnel are conducting their review of Buyer’s preparation of the Closing Inventory Statement and the determination of the Inventory Value Adjustment until the final determination of the Closing Inventory Statement and the determination of the Inventory Value Adjustment, Seller and its Representatives will have reasonable access during normal business hours to the work papers prepared by or on behalf of Buyer and its Representatives in connection with Buyer’s preparation of the Closing Inventory Statement and the determination of the Inventory Value Adjustment; provided, however, that Seller will conduct such review in a manner that does not unreasonably interfere with the conduct of the businesses of Buyer. 8 (2iv) Upon the resulting final determination of the Closing Inventory Statement and the Inventory Value Adjustment, the Purchase Price shall be decreased by the Inventory Value Adjustment. Any payment in respect of the Inventory Value Adjustment will be made by Seller in cash by wire transfer of immediately available funds to one account specified by Buyer in writing, within five (5) Business Days following the final determination of the Inventory Value Adjustment. Section 2.4 U.S. Federal Income Tax Allocation. For U.S. federal income tax purposes, Seller and Buyer shall treat this purchase and sale of the Company Interests as a purchase of assets and they shall cooperate to allocate the Purchase Price (as determined for U.S. federal income tax purposes) among the Purchased Assets in accordance order to file IRS Form 8594. Seller and Buyer shall file all Tax Returns consistent with Section 3.1(a)) based the agreed allocation on the foregoing amounts shown on the Final Closing Statement; and (3) the Final Adjustment Amount due to Graco or Purchaser Parent (if any), such “Final Adjustment Amount” being the difference between the Initial Purchase Price and the final Purchase Price shown on the Final Closing StatementIRS Form 8594. For the avoidance of doubt, the Final Adjustment Amount shall be due to Graco if the Initial Purchase Price is less than the final Purchase Price shown on the Closing Statement, and the Final Adjustment Amount shall be due to Purchaser Parent if the Initial Purchase Price is greater than the final Purchase Price shown on the Closing StatementARTICLE III.

Post-Closing Purchase Price Adjustment. (a) Within 60 days after On or before the 120th day following the Closing Date, Purchaser Parent Buyer shall prepare and deliver to Graco: (i) an unaudited consolidated Parent a final balance sheet of the Liquid Finishing Business as of the Effective Time (the “Final Closing Date Balance Sheet”) ), which shall include the final determination of the Net Working Capital of the Business as of and at the Effective Time on the Closing Date (but before giving effect to the consummation of the transactions contemplated by this Agreement), prepared in good faith in accordance with the policies used in deriving the Audited Annual Financial Statements (other than the departures from such policies as are described on Schedule 3.2(a)) consistently applied in accordance with past practice (except that, for the avoidance of doubt, any Excluded Assets and Excluded Liabilities shall be excluded from such balance sheet), and (ii) an accompanying statement substantially in the form used in preparing the example calculation set forth on Schedule 3.2(a) (the “Final Closing StatementDate Net Working Capital”) showing Purchaser Parent’s calculation, as ). The Final Closing Date Balance Sheet shall be prepared in a manner consistent with the preparation of the Closing DateDate Balance Sheet; provided, of: however, that (1A) the Purchased Accounts Receivable and the Notes Receivable (as defined below) will be adjusted on the Final Closing Date Balance Sheet to give effect to the application of the adjustments required by Section 1.5(d)(ii) and Section 1.5(e)(ii), and (B) Inventory reflected in the Final Closing Date Balance Sheet shall be the same value as reflected in the Closing Date Net Working Capital, Cash and Cash Equivalents, any Debt of the Asset Selling Subsidiaries (which is prior to the extent constituting Assumed Liabilities) and any Debt Post-Closing Inventory Adjustment as shown in Section 1.5(f). During the 30-day period immediately following Parent’s receipt of any Acquired Subsidiaries, each based upon the Final Closing Date Balance Sheet, Parent and its agents and representatives shall be permitted to review Buyer’s working papers related to the preparation and determination of the Final Closing Date Balance Sheet. The Final Closing Date Balance Sheet shall become final and calculated binding upon the Parties 30 days following Parent’s receipt thereof, unless Parent gives written notice of disagreement (a “Notice of Disagreement”) to Buyer prior to such date. Any Notice of Disagreement shall specify in accordance with reasonable detail the methodologies used to prepare Schedule 3.2(a); (2) nature and dollar amount of any disagreement so asserted. If Buyer receives a Notice of Disagreement within the resulting final Purchase Price (as determined in accordance with Section 3.1(a)) based on the foregoing amounts shown appropriate time frame, each undisputed item on the Final Closing Statement; Date Balance Sheet shall become final and binding and each disputed item on the Final Closing Date Balance Sheet shall become final and binding on the earliest of (3x) the date Buyer and Parent resolve in writing each such difference they have with respect to the matters specified in the Notice of Disagreement or (y) the date on which each such matter in dispute is finally resolved jointly by Parent’s independent public accountant and Buyer’s independent public accountant. After the 20 days following delivery of a Notice of Disagreement, if Buyer and Parent have not resolved such differences outlined in the Notice of Disagreement, Buyer and Parent, unless otherwise mutually agreed to in writing, shall submit to their respective independent public accountants for review and resolution only such matters that remain in dispute and that were properly included in the Notice of Disagreement. Buyer and Parent shall instruct their respective independent public accountants to use their respective reasonable best efforts to resolve such disputed matters within 30 days of submission and to not assign a value to any item in dispute greater than the greatest value for such item assigned by either Buyer or Parent or lesser than the smallest value of such item assigned by either Buyer or Parent. Each of the Buyer and Parent shall pay the fees and expenses of its respective independent public accountant. Upon the final determination of the Final Adjustment Amount due to Graco or Purchaser Parent (if anyClosing Date Balance Sheet and Final Closing Date Net Working Capital as set forth in this Section 1.5(c), such “if the Final Adjustment Amount” being Closing Date Net Working Capital as reflected in the Final Closing Date Balance Sheet exceeds the Target Net Working Capital, then Buyer shall pay to Parent an amount equal to the difference between the Initial Purchase Price Final Closing Date Net Working Capital and the Target Net Working Capital (the “Post-Closing Adjustment”) within 14 days of such final Purchase Price shown on determination. Upon the final determination of the Final Closing Statement. For the avoidance of doubtDate Balance Sheet and Final Closing Date Net Working Capital, if the Final Adjustment Amount shall be due to Graco if Closing Date Net Working Capital as reflected in the Initial Purchase Price Final Closing Date Balance Sheet is less than the Target Net Working Capital, then the Post-Closing Adjustment shall be deducted from the Escrow Amount. If the Post-Closing Adjustment is payable to Buyer and exceeds the portion of the Escrow Amount that remains in escrow, Buyer may set-off against any amount owed pursuant to the Earn-Out. Moreover, Buyer shall have direct recourse against the Seller Parties and the Bondholders and the Seller Parties and the Bondholders shall pay to Buyer any portion of the Post-Closing Adjustment not paid from the Escrow Amount or set-off against the Earn-Out within 14 days of such final determination. Any payments made under this Section 1.5(c) shall be treated by the Parties as an adjustment to the Purchase Price shown on the Closing Statement, and the Final Adjustment Amount shall be due to Purchaser Parent if the Initial Purchase Price is greater than the final Purchase Price shown on the Closing Statementfor Tax purposes.

Post-Closing Purchase Price Adjustment. (ai) Within 60 sixty (60) days after following the Closing Date, Purchaser Parent Buyer shall prepare and deliver to Graco: (i) an unaudited consolidated balance sheet of the Liquid Finishing Business Seller a written statement (the “Final Closing Balance Sheet”) as of and at the Effective Time on the Closing Date (but before giving effect to the consummation of the transactions contemplated by this Agreement), prepared in good faith in accordance with the policies used in deriving the Audited Annual Financial Statements (other than the departures from such policies as are described on Schedule 3.2(a)) consistently applied in accordance with past practice (except that, for the avoidance of doubt, any Excluded Assets and Excluded Liabilities shall be excluded from such balance sheet), and (ii) an accompanying statement substantially in the form used in preparing the example calculation set forth on Schedule 3.2(a) (the “Final Closing Statement”) showing Purchaser Parentsetting forth Buyer’s calculation (together with reasonable supporting detail of each such calculation, as ) of the Closing Date, of: (1) Net Working Capital, Cash the Closing Indebtedness, the Remediation Cost Advances, if any, and Cash Equivalentsthe resulting Final Purchase Price, any Debt together with a certificate of Buyer certifying that it has complied with the Asset Selling Subsidiaries (to the extent constituting Assumed Liabilities) and any Debt of any Acquired Subsidiaries, each based upon the Final covenants set forth in Section 2C(vii). The Closing Balance Sheet and calculated Statement shall be prepared in accordance with GAAP and the methodologies used applicable definitions in this Agreement. During the thirty (30) days immediately following Seller’s receipt of the Closing Statement and any period of dispute thereafter with respect to prepare Schedule 3.2(a); (2) the resulting final Purchase Price (as determined in accordance with Section 3.1(a)) based on the foregoing amounts shown on the Final such Closing Statement; , Buyer shall, and shall cause the Company to, (3a) provide Seller and its Representatives with reasonable access to the Final Adjustment Amount due to Graco or Purchaser Parent books, records (if anyincluding work papers, schedules, memoranda and other documents), such “Final Adjustment Amount” being the difference between the Initial Purchase Price and the final Purchase Price shown on the Final Closing Statement. For the avoidance of doubtsupporting data and, upon prior written notice, the Final Adjustment Amount shall be due facilities and employees of the Company reasonably necessary for Seller to Graco if the Initial Purchase Price is less than the final Purchase Price shown on complete its review of the Closing Statement, and (b) reasonably cooperate with Seller and its Representatives in connection with such review. The Closing Statement (including the Closing Net Working Capital, the Closing Indebtedness, the Remediation Cost Advances, if any, and Final Adjustment Amount shall be due to Purchaser Parent if the Initial Purchase Price is greater than set forth thereon) shall become final and binding upon the final Purchase Price shown on Parties thirty (30) days following Seller’s receipt thereof unless Seller gives written notice of its disagreement (a “Notice of Disagreement”) to Buyer prior to such date; provided, however, that the Closing StatementStatement shall alternatively become final and binding upon the Parties upon Seller’s delivery, prior to the expiration of such thirty (30)-day period, of written notice to Buyer of its acceptance of the Closing Statement delivered by Buyer. Any Notice of Disagreement shall specify in reasonable detail the nature and amount of any disagreement so asserted, including the item(s) in dispute and Seller’s calculation thereof.

Post-Closing Purchase Price Adjustment. (a) Within 60 days after 3.4.1 Unless the Parties shall have agreed on the Adjustment Amount on or before the Closing Date, Purchaser Parent shall prepare and deliver to Graco: Seller shall, within forty-five (i45) an unaudited consolidated balance sheet of the Liquid Finishing Business (the “Final Closing Balance Sheet”) as of and at the Effective Time on the Closing Date (but before giving effect to the consummation of the transactions contemplated by this Agreement), prepared in good faith in accordance with the policies used in deriving the Audited Annual Financial Statements (other than the departures from such policies as are described on Schedule 3.2(a)) consistently applied in accordance with past practice (except that, for the avoidance of doubt, any Excluded Assets and Excluded Liabilities shall be excluded from such balance sheet), and (ii) an accompanying statement substantially in the form used in preparing the example calculation set forth on Schedule 3.2(a) (the “Final Closing Statement”) showing Purchaser Parent’s calculation, as days of the Closing Date, of: (1) Net Working Capitalprepare and deliver to Buyer a consolidated balance sheet of Xxxxxxxx, Cash Waterlink UK and Cash Equivalents, any Debt the Subsidiaries as of the Asset Selling Subsidiaries Closing Date (to the extent constituting Assumed Liabilities) and any Debt of any Acquired Subsidiaries, each based upon the "Final Closing Date Balance Sheet and calculated in accordance with the methodologies used to prepare Schedule 3.2(a); (2) the resulting final Purchase Price (as determined in accordance with Section 3.1(a)Sheet") based on which Seller will have determined the foregoing amounts shown Closing Date Working Capital and the Adjustment Amount. Buyer may object to Seller's determination of the Adjustment Amount by delivery of a written statement of objections (stating the basis of the objections with reasonable specificity) to Seller within fifteen (15) days following delivery to it by Seller of such consolidated balance sheet. If Buyer makes such objection, then Buyer and Seller shall seek in good faith to resolve all disagreements set forth in Buyer's written statement of objections within twenty (20) days following the delivery thereof. In the event Buyer and Seller are unable to resolve all such disagreements within such twenty (20) day period, then either of them may elect, by written notice to the other, to have all such unresolved disagreements resolved by an accounting firm of recognized national standing acceptable to Buyer and Seller and not then employed by either Seller or Buyer (the "Selected Accounting Firm"), provided that, if Buyer and Seller cannot agree upon the accounting firm to serve as the Selected Accounting Firm, then the Bankruptcy Court shall make the determination, which shall be final and binding on the Final Closing Statement; Parties. Each of Buyer and (3) the Final Seller shall promptly deliver its proposed Adjustment Amount due and support thereof to Graco the Selected Accounting Firm, and shall jointly instruct the Selected Accounting Firm to select either Buyer's or Purchaser Parent (if any), such “Final Seller's proposed Adjustment Amount” being the difference between the Initial Purchase Price and the final Purchase Price shown on the Final Closing Statement. For the avoidance of doubt, the Final which selected Adjustment Amount shall be due deemed accepted by Buyer and Seller for all purposes of this Agreement. No appeal from such determination shall be permitted. The Selected Accounting Firm shall be further instructed to Graco if use every reasonable effort to perform its services within thirty (30) days after submission to it of the Initial proposed Adjustment Amounts and, in any case, as soon as practicable after such submission. The costs and expenses for the services of the Selected Accounting Firm shall be borne by the Party whose proposed Adjustment Amount is not selected. Notwithstanding anything to the contrary herein, any obligation of Seller to Buyer for the post-closing adjustment under this Section 3.4 shall be limited to, and shall not exceed, the Purchase Price is less than Escrow Amount, and Buyer shall have no claim against Seller for, or any recourse for recovery of, any amount beyond the final Purchase Price shown on the Closing Statement, and the Final Adjustment Amount shall be due to Purchaser Parent if the Initial Purchase Price is greater than the final Purchase Price shown on the Closing StatementEscrow Amount.

Post-Closing Purchase Price Adjustment. (a) Within 60 As promptly as practicable, but in no event later than ninety (90) days after the Closing Datefollowing Closing, Purchaser Parent shall prepare and deliver to Graco: Seller a certificate executed by Purchaser’s Chief Financial Officer or equivalent executive officer (the “Closing Certificate”), setting forth a good faith calculation, prepared based upon the books and records of the Company and the Subsidiaries and in accordance with applicable Accounting Policies and the methodology set forth on Exhibit C, of (i) an unaudited consolidated balance sheet Net Working Capital (it being understood and agreed that Net Working Capital shall be used to measure changes in Net Working Capital and not as a form of indemnification and, in furtherance of the Liquid Finishing Business (the “Final Closing Balance Sheet”) as of and at the Effective Time on the Closing Date (but before giving effect foregoing, to the consummation extent Purchaser asserts there is a current liability under this Section 3.3(a) that was not reflected in the calculation of the transactions contemplated by this Agreement)Target Net Working Capital, prepared in good faith the Target Net Working Capital shall be recalculated in accordance with the policies used in deriving definitions of Net Working Capital and Target Net Working Capital and the Audited Annual Financial Statements (other than the departures from such policies as are described on Schedule 3.2(a)) consistently applied in accordance with past practice (except that, for the avoidance of doubt, any Excluded Assets and Excluded Liabilities shall be excluded from such balance sheet), and (ii) an accompanying statement substantially in the form used in preparing the example calculation methodology set forth on Schedule 3.2(a) (Exhibit C to reflect such current liability to the “extent such current liability is included in the calculation of Final Closing Statement”) showing Purchaser Parent’s calculation, as of the Closing Date, of: (1) Net Working Capital, provided that, other than as described in the foregoing, the Target Net Working Capital shall not be subject to recalculation for any reason and may not be objected to or disputed by Purchaser), (ii) any adjustments to Target Net Working Capital pursuant to clause (i) above and the resultant adjustments to Estimated Net Working Capital (which shall be recalculated to reflect such adjustments), (iii) Closing Date Cash, (iv) Closing Date Indebtedness, (v) Seller Transaction Expenses, (vi) Seller Severance Expenses, (vii) CapEx Spend Adjustment, (viii) 2016 Cash Flow Adjustment and Cash Equivalents, any Debt (ix) the proposed Adjustment Amount based upon such items. No actions taken by Purchaser on its own behalf or on behalf of the Asset Selling Subsidiaries (to the extent constituting Assumed Liabilities) and any Debt Company, at or following Closing, shall be given effect for purposes of any Acquired Subsidiaries, each based upon determining the Final Net Working Capital. Purchaser shall not add items or change any amounts in the Closing Balance Sheet and calculated in accordance with Certificate after it is delivered to Seller. If the methodologies used to prepare Schedule 3.2(a); (2) the resulting final Purchase Price (as determined in accordance with Section 3.1(a)) based on the foregoing amounts shown on the Final Closing Statement; and (3) the Final Adjustment Amount due to Graco or reflected in the Closing Certificate is positive, Purchaser Parent (if any), such “Final Adjustment Amount” being shall pay the difference between the Initial Purchase Price and the final Purchase Price shown on the Final Closing Statement. For the avoidance of doubt, the Final Adjustment Amount shall be due to Graco if the Initial Purchase Price is less than the final Purchase Price shown on the Closing Statement, and the Final Adjustment Amount shall be due to Purchaser Parent if the Initial Purchase Price is greater than the final Purchase Price shown on the Closing StatementSeller by wire transfer of immediately available funds into an account designated by Seller.

Post-Closing Purchase Price Adjustment. (a) Within 60 days after 3.4.1 Unless the Parties shall have agreed on the Adjustment Amount on or before the Closing Date, Purchaser Parent shall prepare and deliver to Graco: Seller shall, within forty-five (i45) an unaudited consolidated balance sheet of the Liquid Finishing Business (the “Final Closing Balance Sheet”) as of and at the Effective Time on the Closing Date (but before giving effect to the consummation of the transactions contemplated by this Agreement), prepared in good faith in accordance with the policies used in deriving the Audited Annual Financial Statements (other than the departures from such policies as are described on Schedule 3.2(a)) consistently applied in accordance with past practice (except that, for the avoidance of doubt, any Excluded Assets and Excluded Liabilities shall be excluded from such balance sheet), and (ii) an accompanying statement substantially in the form used in preparing the example calculation set forth on Schedule 3.2(a) (the “Final Closing Statement”) showing Purchaser Parent’s calculation, as days of the Closing Date, of: (1) Net Working Capitalprepare and deliver to Buyer a consolidated balance sheet of Barnebey, Cash Waterlink UK and Cash Equivalents, any Debt the Subsidiaries as of the Asset Selling Subsidiaries Closing Date (to the extent constituting Assumed Liabilities) and any Debt of any Acquired Subsidiaries, each based upon the Final xxx "Xxnal Closing Date Balance Sheet and calculated in accordance with the methodologies used to prepare Schedule 3.2(a); (2) the resulting final Purchase Price (as determined in accordance with Section 3.1(a)Sheet") based on which Seller will have determined the foregoing amounts shown Closing Date Working Capital and the Adjustment Amount. Buyer may object to Seller's determination of the Adjustment Amount by delivery of a written statement of objections (stating the basis of the objections with reasonable specificity) to Seller within fifteen (15) days following delivery to it by Seller of such consolidated balance sheet. If Buyer makes such objection, then Buyer and Seller shall seek in good faith to resolve all disagreements set forth in Buyer's written statement of objections within twenty (20) days following the delivery thereof. In the event Buyer and Seller are unable to resolve all such disagreements within such twenty (20) day period, then either of them may elect, by written notice to the other, to have all such unresolved disagreements resolved by an accounting firm of recognized national standing acceptable to Buyer and Seller and not then employed by either Seller or Buyer (the "Selected Accounting Firm"), provided that, if Buyer and Seller cannot agree upon the accounting firm to serve as the Selected Accounting Firm, then the Bankruptcy Court shall make the determination, which shall be final and binding on the Final Closing Statement; Parties. Each of Buyer and (3) the Final Seller shall promptly deliver its proposed Adjustment Amount due and support thereof to Graco the Selected Accounting Firm, and shall jointly instruct the Selected Accounting Firm to select either Buyer's or Purchaser Parent (if any), such “Final Seller's proposed Adjustment Amount” being the difference between the Initial Purchase Price and the final Purchase Price shown on the Final Closing Statement. For the avoidance of doubt, the Final which selected Adjustment Amount shall be due deemed accepted by Buyer and Seller for all purposes of this Agreement. No appeal from such determination shall be permitted. The Selected Accounting Firm shall be further instructed to Graco if use every reasonable effort to perform its services within thirty (30) days after submission to it of the Initial proposed Adjustment Amounts and, in any case, as soon as practicable after such submission. The costs and expenses for the services of the Selected Accounting Firm shall be borne by the Party whose proposed Adjustment Amount is not selected. Notwithstanding anything to the contrary herein, any obligation of Seller to Buyer for the post-closing adjustment under this Section 3.4 shall be limited to, and shall not exceed, the Purchase Price is less than Escrow Amount, and Buyer shall have no claim against Seller for, or any recourse for recovery of, any amount beyond the final Purchase Price shown on the Closing Statement, and the Final Adjustment Amount shall be due to Purchaser Parent if the Initial Purchase Price is greater than the final Purchase Price shown on the Closing StatementEscrow Amount.

Post-Closing Purchase Price Adjustment. As promptly as is reasonably practicable, but in any event within ninety (a90) Within 60 days after the Closing Date, Purchaser Parent Seller shall prepare and deliver to Graco: (i) an unaudited consolidated balance sheet Buyer a statement of combined statement of net assets of the Liquid Finishing Business (the “Final Closing Balance Sheet”) as of and at the Effective Time close of business on the day preceding the Closing Date (but before giving effect the "Closing Statement of Net Assets"). Seller will retain Deloitte & Touche LLP ("D&T") to audit the consummation Closing Statement of Net Assets and to render its report thereon stating that the transactions contemplated by this Agreement), Closing Statement of Net Assets has been prepared in good faith in accordance with the policies used terms of this Section 4(b). Such report of D&T will be delivered to Buyer together with the Closing Statement of Net Assets. The date on which the Closing Statement of Net Assets and the report of D&T are delivered to Buyer is referred to herein as the "Delivery Date." The Closing Statement of Net Assets shall be prepared by Seller from the books, accounts and financial records of Seller and TSM relating to the Business. The Closing Statement of Net Assets and the Final Closing Statement of Net Assets shall be prepared in deriving accordance with GAAP (except as disclosed in the September 30 Audited Annual Financial Statements), utilizing the accounting practices and procedures of the Business utilized in the preparation of the September 30 Audited Financial Statements (other than the departures from such policies "Accounting Practices and Procedures of the Business"), consistently applied, except that (x) there shall not be additions to accumulated amortization of goodwill for any period after March 31, 1998; (y) there shall not be reserves for impairment of long-lived assets (it being understood that this shall not include normal depreciation or amortization); and (z) there shall be a reserve in the amount of ONE MILLION TWO HUNDRED FOURTEEN THOUSAND DOLLARS ($1,214,000), in full satisfaction of Seller's modification program with respect to certain products, as are more fully described on Schedule 3.2(a4(b)(i) hereto (the "Modification Reserve")) consistently applied in accordance with past practice (except that; provided, for the avoidance of doubthowever, any Excluded Assets and Excluded Liabilities that such amount shall be excluded from reduced dollar-for-dollar for amounts actually expended between the date hereof and the Closing Date with respect to such balance sheetmodification program. In addition, on or before the seventh day after the date hereof, Buyer shall be provided with reasonable access to persons in the Business familiar with the Phase I EABS brake system software upgrade (the "EABS Upgrade"), and (ii) an accompanying statement substantially Seller and Buyer shall, in the form used exercise of their reasonable good faith judgment, determine whether, under the Accounting Practices and Procedures of the Business, a reserve for the EABS Upgrade on the Closing Statement of Net Assets would be appropriate. Notwithstanding the foregoing, it is understood that the amount of the Modification Reserve shall be adjusted if, on or before the seventh day after the date of this Agreement, during which period Buyer shall be provided with reasonable access to persons in preparing the example calculation set forth on Schedule 3.2(a) (Business familiar with the “Final Closing Statement”) showing Purchaser Parent’s calculationmodification program and to such other information regarding the modification program as Buyer may reasonably request, Buyer and Seller in the exercise of their reasonable good faith judgment determine that an adjustment of such amount is appropriate. Buyer will cause Seller and D&T to be provided access at all reasonable times to the personnel, properties, books and records of Buyer and its Affiliates for such purposes. Without limiting the generality of the foregoing, Buyer will cause such employees of Buyer and its Affiliates as Seller or D&T shall reasonably request to execute and deliver representation letters in favor of D&T in connection with their audit of the Closing Date, of: (1) Statement of Net Working Capital, Cash Assets and Cash Equivalents, any Debt their issuance of the Asset Selling Subsidiaries (to the extent constituting Assumed Liabilities) and any Debt of any Acquired Subsidiaries, each based upon the Final Closing Balance Sheet and calculated in accordance with the methodologies used to prepare Schedule 3.2(a); (2) the resulting final Purchase Price (as determined in accordance with Section 3.1(a)) based on the foregoing amounts shown on the Final Closing Statement; and (3) the Final Adjustment Amount due to Graco or Purchaser Parent (if any), such “Final Adjustment Amount” being the difference between the Initial Purchase Price and the final Purchase Price shown on the Final Closing Statement. For the avoidance of doubt, the Final Adjustment Amount shall be due to Graco if the Initial Purchase Price is less than the final Purchase Price shown on the Closing Statement, and the Final Adjustment Amount shall be due to Purchaser Parent if the Initial Purchase Price is greater than the final Purchase Price shown on the Closing Statementa report thereon.