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

Post-Closing Purchase Price Adjustment. (a) The Purchase Price shall be decreased on a dollar-for-dollar basis to the extent that the Net Working Capital (the “Closing Date Net Working Capital”) as set forth on a balance sheet (the “Closing Date Balance Sheet”) prepared as of the Closing Date (the “Net Working Capital Valuation”), as determined by Buyer’s independent accountants (“Buyer’s Accountants”), shall be less than the lesser of (A) the Target Net Working Capital and (B) the Estimated Net Working Capital; or the Purchase Price shall be increased on a dollar-for-dollar basis to the extent that the Closing Date Net Working Capital, as determined by Buyer’s Accountants, shall be more than the greater of (A) the Target Net Working Capital and (B) the Estimated Net Working Capital. Buyer shall cause Buyer’s Accountants to perform the Net Working Capital Valuation within 30 days after the Closing Date. Within 10 days after the completion of the Net Working Capital Valuation, Buyer shall give the Stockholders’ Representatives notice (the “Working Capital Notice”) of the results of the Net Working Capital Valuation and whether such results provide for any increase or decrease in the Purchase Price. In the event that the Working Capital Notice reflects an increase or decrease in the Purchase Price, then, within 20 days of receipt of the Working Capital Notice, or, in the alternative, within 20 days of the final resolution of any dispute of the Net Working Capital Valuation, the Stockholders shall pay to Buyer an amount equal to the amount by which the Closing Date Net Working Capital is less than the lesser of (A) the Target Net Working Capital and (B) the Estimated Net Working Capital or Buyer shall pay to the Stockholders an amount equal to the amount by which the Closing Date Net Working Capital is more than the greater of (A) the Target Net Working Capital and (B) the Estimated Net Working Capital.

Post-Closing Purchase Price Adjustment. (a) The As soon as reasonably practicable after the Closing Date, and in any event within 90 days thereof, the Independent Director Committee will prepare and deliver to the Seller a statement, in substantially the form set forth on Exhibit F, executed by the members of the Independent Director Committee, setting forth the Independent Director Committee’s calculation of (i) the aggregate amount of Cash of the Group Companies, which shall be at least equal to or greater than the Minimum Company Cash (collectively, “Company Cash”), (ii) the aggregate amount of Assumed Borrowed Indebtedness of the Group Companies minus Company Cash (“Company Net Debt”) (which may be a negative number if Company Cash exceeds the aggregate amount of such Borrowed Indebtedness), (iii) Deferred Acquisition Purchase Price shall be decreased on a dollar-for-dollar basis to Obligations, (iv) the extent that the Net Working Capital Madhouse Purchase Price and (v) the “Closing Date Net Working Capital”) as set forth on a balance sheet (Adjustment” being the “Closing Date Balance Sheet”) prepared as of the Closing Date (the “Net Working Capital Valuation”)sum, as determined by Buyer’s independent accountants (“Buyer’s Accountants”)whether positive or negative, shall be less than the lesser of (A) the Target Company Net Working Capital and Debt minus the Company Net Debt, plus (B) the Estimated Net Working Capital; or the Target Deferred Acquisition Purchase Price shall be increased Obligations minus the Deferred Acquisition Purchase Price Obligations plus (C) the Madhouse Purchase Price Target minus the Madhouse Purchase Price, in each case as of 9:00 A.M. (Eastern Time) on a dollar-for-dollar basis to the extent that the Closing Date Net Working Capital, (such statement being referred to as determined by Buyer’s Accountants, shall be more than the greater of (A) the Target Net Working Capital and (B) the Estimated Net Working Capital. Buyer shall cause Buyer’s Accountants to perform the Net Working Capital Valuation within 30 days after the Closing Date. Within 10 days after the completion of the Net Working Capital Valuation, Buyer shall give the Stockholders’ Representatives notice (the “Working Capital NoticePurchaser Closing Statement”) of the results of the Net Working Capital Valuation and whether such results provide for any increase or decrease in the Purchase Price). In the event that the Working Capital Notice reflects an increase or decrease in the Purchase Price, then, within 20 days of receipt of the Working Capital Notice, or, in the alternative, within 20 days of the final resolution of any dispute of the Net Working Capital ValuationThe Purchaser Closing Statement, the Stockholders shall pay to Buyer an amount equal Final Closing Statement and the component items thereof will be prepared and calculated in accordance with U.S. GAAP. The Purchaser will provide to the amount by which Seller the books, records (including work papers, schedules, memoranda and other documents) and supporting data used to prepare the Purchaser Closing Date Net Working Capital is less than the lesser of (A) the Target Net Working Capital and (B) the Estimated Net Working Capital or Buyer shall pay to the Stockholders an amount equal to the amount by which the Closing Date Net Working Capital is more than the greater of (A) the Target Net Working Capital and (B) the Estimated Net Working CapitalStatement.

Post-Closing Purchase Price Adjustment. (a) The Purchase Price shall be decreased on No later than 60 days after the Closing Date, Buyer may prepare and deliver to Seller a dollar-for-dollar basis to the extent that the Net Working Capital written statement (the “Closing Date Net Working CapitalStatement”) setting forth Buyer’s good faith determination of the Closing Adjustment Amount, together with reasonable supporting calculations and documents used in the preparation of the Closing Statement, which shall be prepared in a manner consistent in all respects with the Sample Closing Statement; provided that, if Buyer does not deliver the Closing Statement within such 60-day period, then, without limiting Seller’s remedies hereunder (including under Section 2.04(b)), the Estimated Closing Statement shall be deemed to be the Closing Statement. Buyer shall provide Seller and its Representatives reasonable access during normal business hours to Buyer’s and the Acquired Companies’ Representatives and to Buyer’s and the Acquired Companies’ books and records as may be reasonably requested by Seller for purposes of Seller’s and such Representatives’ review of the Closing Statement. (b) The Closing Statement and all items set forth therein shall become final and binding on the Parties on (i) the day immediately after the expiration of a 30-day period after Seller’s receipt thereof or (ii) in the event that Buyer does not deliver the Closing Statement within the 60- day period specified in Section 2.04(a), ten days after the expiration of such 60-day period (the “Final Settlement Date”), unless Seller delivers written notice to Buyer disputing any item set forth on the Closing Statement on or before the Final Settlement Date (such notice, a balance sheet (“Dispute Statement,” and each such item, a “Disputed Item”). If Seller delivers a Dispute Statement pursuant to and in accordance with this Section 2.04(b), then Buyer and Seller shall negotiate in good faith a resolution of all Disputed Items during the “Closing Date Balance Sheet”) prepared as 30 days following the date of delivery of the Closing Dispute Statement, and the Final Settlement Date (shall instead be the “Net Working Capital Valuation”), as determined by Buyer’s independent accountants (“Buyer’s Accountants”), shall be less than the lesser earlier of (A) the Target Net Working Capital date on which the Parties agree in writing to a resolution with respect to all Disputed Items and (B) the Estimated Net Working Capital; or date on which the Purchase Price shall be increased on a dollarIndependent Accountant issues its final determination pursuant to and in accordance with this Section 2.04(b). Promptly following the expiration of such 30-for-dollar basis to the extent that the Closing Date Net Working Capitalday period, as determined by Buyer’s Accountants, shall be more and in any event no later than the greater of (A) the Target Net Working Capital and (B) the Estimated Net Working Capital. Buyer shall cause Buyer’s Accountants to perform the Net Working Capital Valuation within 30 days after the Closing Date. Within 10 days after the completion of the Net Working Capital Valuationfive Business Days thereafter, Buyer shall give or Seller may submit the Stockholders’ Representatives notice remaining Disputed Items to an internationally recognized firm of independent certified public accountants to be appointed by mutual agreement of Buyer and Seller (the “Working Capital NoticeIndependent Accountant”) of the results of the Net Working Capital Valuation and whether within such results provide for any increase or decrease in the Purchase Price. In the event that the Working Capital Notice reflects an increase or decrease in the Purchase Price, then, within 20 days of receipt of the Working Capital Notice, five-Business Day period (or, in the alternativeabsence of agreement between Seller and Buyer by 6:00 p.m. New York local time on such fifth Business Day, within 20 days as selected by the New York, New York office of the final resolution American Arbitration Association). Buyer and Seller shall instruct the Independent Accountant to (1) act as an expert in accounting and not an arbitrator, (2) render a determination of any dispute all remaining Disputed Items, which shall (x) include a written statement of the Net Working Capital Valuationfindings and conclusions, the Stockholders shall pay including a written explanation of its reasoning with respect to Buyer an amount equal to the amount by which the Closing Date Net Working Capital is less than the lesser of (A) the Target Net Working Capital such findings and conclusions and (By) absent manifest error, be final and binding on the Estimated Net Working Capital or Buyer shall pay to the Stockholders an amount equal to the amount by which the Closing Date Net Working Capital is more than the greater of (A) the Target Net Working Capital Parties and (B) the Estimated Net Working Capital.3)

Post-Closing Purchase Price Adjustment. (a) The Purchase Price shall be decreased on a dollar-for-dollar basis At least five (5) Business Days prior to the extent that Closing Date, the Net Working Capital Company shall prepare and deliver to Parent (the “Closing Date Net Working Capital”i) as set forth on a an estimated, unaudited consolidated balance sheet (the “Closing Date Balance Sheet”) prepared as of the Closing Date of the Company Group; (ii) a certificate executed by the Chief Executive Officer and the Chief Financial Officer of the Company (the “Preliminary Closing Statement”) setting forth the Company’s good faith estimates of (A) Net Working Capital Valuationas of immediately prior to the Effective Time (“Estimated Net Working Capital”), (B) all unpaid Transaction Expenses as determined by Buyer’s independent accountants of immediately prior to the Effective Time, including an itemized list of each such Transaction Expense (the “Buyer’s AccountantsEstimated Transaction Expenses”), shall be less than (C) the lesser Cash Amount as of immediately prior to the Effective Time (the “Estimated Cash Amount”) and (D) Company Indebtedness as of immediately prior to the Effective Time (the “Estimated Company Indebtedness”); and (iii) a Microsoft Excel spreadsheet (the “Spreadsheet”) setting forth the Company’s good faith calculation of (A) the Target Net Working Capital and Series A Preference Amount, (B) the Estimated Net Working Capital; or Series A Per Share Preference Amount, (C) the Purchase Price shall be increased on Closing Date Merger Consideration, (D) the Closing Date Per Share Merger Consideration, (E) the Additional Per Share Merger Consideration, (F) the RSU Consideration, (G) the Closing RSU Amount, (H) the Additional RSU Amount and (I) the Merger Consideration (including a dollar-for-dollar basis list of each Stockholder and Equity Incentive Holder, including each such holder’s name, address (and email address to the extent that available) and the number of shares of Capital Stock and Restricted Stock Units held by such holder), in each case in form and substance reasonably satisfactory to Parent, together with such supporting documentation, information and calculations as are reasonably necessary for Parent to verify and determine the calculations, amounts and other matters set forth in the Preliminary Closing Date Net Working Capital, as determined by Buyer’s Accountants, shall be more than Statement and the greater of (A) the Target Net Working Capital and (B) the Estimated Net Working CapitalSpreadsheet. Buyer shall cause Buyer’s Accountants to perform the Net Working Capital Valuation within 30 days after the Closing Date. Within 10 days after the completion Illustrative versions of the Net Working Capital Valuation, Buyer shall give Preliminary Closing Statement and the Stockholders’ Representatives notice (the “Working Capital Notice”) of the results of the Net Working Capital Valuation and whether such results provide for any increase or decrease in the Purchase Price. In the event that the Working Capital Notice reflects an increase or decrease in the Purchase Price, then, within 20 days of receipt of the Working Capital Notice, or, in the alternative, within 20 days of the final resolution of any dispute of the Net Working Capital Valuation, the Stockholders shall pay to Buyer an amount equal to the amount by which the Closing Date Net Working Capital is less than the lesser of (A) the Target Net Working Capital and (B) the Estimated Net Working Capital or Buyer shall pay to the Stockholders an amount equal to the amount by which the Closing Date Net Working Capital is more than the greater of (A) the Target Net Working Capital and (B) the Estimated Net Working Capital.Spreadsheet are attached as Exhibit E.

Post-Closing Purchase Price Adjustment. (a) The Purchase Price As soon as practicable, but in no event later than ninety (90) days after the Closing Date, Purchaser shall be decreased on deliver to Seller a dollar-for-dollar basis to schedule (the extent that "Adjustment Schedule") setting forth (i) the Net Working Capital Assets (as defined below) and the “Closing Date Net Working Capital”) Capital Liabilities (as set forth on a balance sheet (the “Closing Date Balance Sheet”) prepared defined below), in each case as of the opening of business on the Closing Date (exclusive of borrowings in connection with the “Net Closing) ("Closing Date Working Capital Valuation”Amount"), as determined and (ii) the amount by Buyer’s independent accountants (“Buyer’s Accountants”), shall which the Purchase Price should be less than the lesser of adjusted (A) the Target Net Working Capital and (B) the Estimated Net Working Capital; or the Purchase Price shall be increased on a dollar-for-dollar basis upward to the extent that the Closing Date Net Working Capital, as determined by Buyer’s Accountants, Capital Amount is greater than the WC Target; provided that no upward adjustment shall be more than made to the greater extent that the aggregate value of (A) the Target Net Company's inventory and accounts receivable included in the Working Capital Assets are greater than Three Hundred Fifty-One Million Eight Hundred Fifty Thousand Dollars ($351,850,000) and (B) downward to the Estimated Net Working Capital. Buyer shall cause Buyer’s Accountants to perform extent that the Net Closing Date Working Capital Valuation within 30 days after Amount is less than the WC Target (such upward or downward adjustment is hereinafter referred to as the "Adjustment Amount Due"). The Adjustment Amount Due shall equal $0.00 if the Closing Date Working Capital Amount is equal to the WC Target. For purposes of this Agreement, the "WC Target" is One Hundred Ninety Million Dollars ($190,000,000). (The WC Target was established without taking into account any Cash of the Company and the Subsidiaries, it being the intent of the Seller to cause the Company and Subsidiaries (based upon Seller's good faith estimate of the amount of such Cash as of the Closing Date) to use all available Cash (other than System Cash) to repay any Intercompany Debt and/or to pay dividends to Seller prior to the Closing Date. Within 10 days after the completion of the Net Working Capital Valuation, Buyer Any remaining Cash shall give the Stockholders’ Representatives notice (the “Working Capital Notice”) of the results of the Net Working Capital Valuation and whether such results provide for any increase or decrease be included in the Purchase Price. In the event that the Working Capital Notice reflects an increase or decrease in the Purchase Price, then, within 20 days of receipt of the Working Capital Notice, or, in the alternative, within 20 days of the final resolution of any dispute of the Net Working Capital Valuation, the Stockholders shall pay to Buyer an amount equal to the amount by which the Closing Date Net Working Capital is less than Amount). Seller shall cooperate reasonably with Purchaser and its Representatives in order to facilitate preparation of the lesser Adjustment Schedule and determination of (A) the Target Net Working Capital Adjustment Amount Due, and (B) Seller and its Representatives shall have the Estimated Net Working Capital or Buyer shall pay right to perform reasonable procedures necessary to verify the Stockholders an amount equal to the amount by which the Closing Date Net Working Capital is more than the greater of (A) the Target Net Working Capital and (B) the Estimated Net Working Capitalaccuracy thereof.

Post-Closing Purchase Price Adjustment. (a) The Purchase Price shall be decreased on Post-Closing Determination. Within 90 days after the Closing Date, the Purchaser and its auditors will conduct a dollar-for-dollar basis to the extent that the Net Working Capital review (the “"Closing Review") of the Specified Current Liabilities and the Recently Acquired Assets Amount as of the close of business on the day before the Closing Date Net Working Capital”) as set forth on and will prepare and deliver to BRTI a balance sheet (computation of the “Closing Date Balance Sheet”) prepared amount of the Specified Current Liabilities and the Recently Acquired Assets Amount as of the close of business on the day before the Closing Date (the “Net Working Capital Valuation”"Draft Computation"), as determined by Buyer’s independent accountants (“Buyer’s Accountants”), shall be less than . The Purchaser and its auditors will give BRTI and its auditors an opportunity to observe the lesser Closing Review and will make available to such Persons all records and work papers used in preparing the Draft Computation. If BRTI disagrees with the computation of (A) the Target Net Working Capital and (B) the Estimated Net Working Capital; Specified Current Liabilities or the Purchase Price shall be increased Recently Acquired Assets Amount reflected on the Draft Computation, BRTI may, within thirty (30) days after receipt of the Draft Computation, deliver a dollar-for-dollar basis notice (an "Objection Notice") to the extent that Purchaser setting forth BRTI's calculation of the amount of the Specified Current Liabilities and/or the Recently Acquired Assets Amount as of the close of business on the day before the Closing Date Net Working CapitalDate. The Purchaser and BRTI will use reasonable efforts to resolve any disagreements as to the computation of the Specified Current Liabilities and/or the Recently Acquired Assets Amount, as determined by Buyer’s Accountants, shall be more than the greater of (A) the Target Net Working Capital and (B) the Estimated Net Working Capital. Buyer shall cause Buyer’s Accountants to perform the Net Working Capital Valuation but if they do not obtain a final resolution within 30 days after the Closing DatePurchaser has received the Objection Notice, the Purchaser and BRTI will jointly retain an independent accounting firm of recognized national or regional standing (the "Firm") to resolve any remaining disagreements. Within 10 days after If the completion Purchaser and BRTI are unable to agree on the choice of the Net Working Capital ValuationFirm, Buyer shall give the Stockholders’ Representatives notice Firm will be a "big-six" accounting firm selected by lot (the “Working Capital Notice”) after excluding one firm designated by each of the results Purchaser, on the one hand, and BRTI, on the other hand). The Purchaser and BRTI will direct the Firm to render a determination within fifteen (15) days of its retention and the Purchaser, BRTI and their respective employees will cooperate with the Firm during its engagement. The Firm will consider only those items and amounts in the Draft Computation set forth in the Objection Notice which the Purchaser and BRTI are unable to resolve. The Firm's determination will be based on the definition of the Net Working Capital Valuation Specified Current Liabilities and whether such results provide for any increase or decrease in the Purchase PriceRecently Acquired Assets Amount included herein. In the event that the Working Capital Notice reflects an increase or decrease in the Purchase Price, then, within 20 days of receipt The determination of the Working Capital Notice, or, in Firm will be conclusive and binding upon the alternative, within 20 days Purchaser and BRTI. The parties shall bear the costs and expenses of the final resolution of any dispute Firm based on the percentage which the portion of the Net Working Capital Valuation, the Stockholders shall pay contested amount not awarded to Buyer an amount equal each party bears to the amount actually contested by which such party. The amount of the Closing Date Net Working Capital Specified Current Liabilities, as finally determined pursuant to this Section 2.5(a), is less than referred to herein as the lesser "Actual Specified Current Liabilities." The amount of (A) the Target Net Working Capital and (B) Recently Acquired Assets Amount, as finally determined pursuant to this Section 2.5(a), is referred to herein as the Estimated Net Working Capital or Buyer shall pay to the Stockholders an amount equal to the amount by which the Closing Date Net Working Capital is more than the greater of (A) the Target Net Working Capital and (B) the Estimated Net Working Capital"Actual Recently Acquired Assets Amount."

Post-Closing Purchase Price Adjustment. (a) The Purchase Price shall be decreased Parties agree that, on a dollar-for-dollar basis to the extent that Closing Date, the Net Working Capital (should be no less than $4,000,000 and no greater than $5,000,000. In the “Closing Date event the actual Net Working Capital”) as set forth on a balance sheet (the “Closing Date Balance Sheet”) prepared Capital as of the Closing Date (the “Net Working Capital Valuation”), as determined by Buyer’s independent accountants (“Buyer’s Accountants”), shall be less than the lesser of (A) the Target Net Working Capital and (B) the Estimated Actual Net Working Capital; or ”) is less than $4,000,000, the Purchase Price shall be increased on a adjusted downward, dollar-for-dollar basis dollar, by the extent to which $4,000,000 exceeds the Actual Net Working Capital (the “Downward Purchase Price Adjustment”). In the event the Actual Net Working Capital is greater than $5,000,000, the Purchase Price shall be adjusted upward, dollar-for-dollar, by the extent to which the Actual Net Working Capital exceeds $5,000,000 (the “Upward Purchase Price Adjustment”). Buyer, in conjunction with its independent accountants (and in concurrence with the Sellers’ independent accountants), shall prepare and present to the extent that Sellers a balance sheet setting forth the Closing Date Actual Net Working Capital, as determined by Buyer’s Accountants, which shall be determined and computed in accordance with GAAP (the “Preliminary Closing Date Statement”) promptly, but not more than the greater of sixty (A60) the Target Net Working Capital and (B) the Estimated Net Working Capital. Buyer shall cause Buyer’s Accountants to perform the Net Working Capital Valuation within 30 calendar days after the Closing Date. Within 10 days after The Sellers, together with their representatives and accountants, shall have the completion right to review the workpapers of Buyer and Buyer’s accountants utilized in preparing the Preliminary Closing Date Statement for purposes of verifying the accuracy and fairness of the Net Working Capital Valuation, Buyer shall give the Stockholders’ Representatives notice (the “Working Capital Notice”) presentation of the results of the Net Working Capital Valuation and whether such results provide for any increase or decrease in the Purchase PricePreliminary Closing Date Statement. In the event that the Working Capital Notice reflects an increase or decrease in the Purchase Price, then, within 20 days of receipt of the Working Capital Notice, or, in the alternative, within 20 days of the final resolution The Sellers shall notify Buyer of any dispute of with the Net Working Capital Valuation, the Stockholders shall pay to Buyer an amount equal to the amount by which the Preliminary Closing Date Net Working Capital is less Statement promptly, but not more than thirty (30) calendar days after its receipt by the lesser of Sellers (A) such date to be referred to as the “Final Closing Date Statement Target Date”). The Preliminary Closing Date Statement, together with any adjustments or corrections agreed upon by Buyer and the Sellers or determined by an independent accounting firm as described below, as applicable, shall set forth the Actual Net Working Capital and (Bshall be referred to herein as the “Final Closing Date Statement.” All items on the Final Closing Date Statement shall be determined and computed in accordance with this Section 3.3(a) and GAAP, and shall be audited or reviewed by an independent accounting firm at Buyer’s expense. If the Estimated Net Working Capital Parties cannot agree on any adjustments or Buyer shall pay corrections to the Stockholders an amount equal Preliminary Closing Date Statement within thirty (30) calendar days after the delivery of the Preliminary Closing Date Statement to the amount Sellers by which Buyer, the Closing Date Net Working Capital is more than Parties shall submit the greater dispute to a mutually acceptable “Big 4” accounting firm having no material relationship to Buyer or the Sellers and their respective Affiliates and having offices in locations suitable to conduct such review. The determination by such independent accounting firm shall be final, binding and conclusive on the Parties and judgment may be entered thereon in a court of competent jurisdiction. Buyer and the Sellers shall make their respective submissions to the independent accounting firm within five (A5) Business Days after selecting such independent accounting firm pursuant to this Section 3.3(a). Buyer and the Target Net Working Capital Sellers shall use reasonable efforts to cause the independent accounting firm to make their determination within thirty (30) calendar days after accepting their selection. The fees and (B) expenses of the Estimated Net Working Capitalindependent accounting firm shall be borne by the non-prevailing Party.

Post-Closing Purchase Price Adjustment. (a) The Purchase Price Not later than the fifteenth day following the end of the Two Month Measurement Period (as defined in Exhibit 13.1), Buyer shall be decreased on a dollar-for-dollar basis prepare and deliver to the extent that Company (i) a statement of assets and liabilities of the Net Working Capital (the “Closing Date Net Working Capital”) as set forth on a balance sheet (the “Closing Date Balance Sheet”) prepared Business as of the close of business on the day prior to the Closing Date (the “Net Working Capital Valuation”"Closing Balance Sheet"), as determined by Buyer’s independent accountants (“Buyer’s Accountants”ii) a statement of Decremented Minutes and Service Revenues for the six-month period ending at the conclusion of the Two Month Measurement Period (the "Closing Minutes and Revenues Statement"), shall be less than (iii) a statement of cash flows for the lesser of six-month period ending on the day prior to the Closing Date (Athe "Closing Cash Flow Statement", and, together with the Closing Balance Sheet and the Closing Minutes and Revenues Statement, the "Closing Statements") the Target Net Working Capital and (Biv) a statement (the Estimated Net Working Capital; or "Purchase Price Adjustment Statement") setting forth the Purchase Price Adjustment computed as indicated on Exhibit 13.1 based on the Actual Adjustments (as defined in Exhibit 13.1), in each case determined pursuant to the results indicated on the Closing Statements. The Closing Statements and the Purchase Price Adjustment Statement shall be increased prepared from the books and records of the Company and its subsidiaries and shall be prepared in accordance with GAAP applied on a dollarbasis consistent with the preparation of the financial statements included in the Recent 10-for-dollar basis Q; provided, however, GAAP shall control the preparation of the Closing Statements and the Purchase Price Adjustment Statement (x) to the extent that the preparation of the financial statements included in the Recent 10-Q were not in accordance with GAAP in any respect, and (y) in any event, with respect to the matters referred to in the Company's Current Report on Form 8-K filed with the SEC on January 7, 1999. In addition, the Purchase Price Adjustment Statement shall be accompanied by a certificate of Buyer's independent auditor confirming the amounts and adjustments indicated therein. Each Seller shall provide reasonable cooperation, including reasonable access to books, records, employees and former employees, in connection with the preparation of the Closing Date Net Working Capital, as determined by Buyer’s Accountants, shall be more than the greater of (A) the Target Net Working Capital Statements and (B) the Estimated Net Working Capital. Buyer shall cause Buyer’s Accountants to perform the Net Working Capital Valuation within 30 days after the Closing Date. Within 10 days after the completion of the Net Working Capital Valuation, Buyer shall give the Stockholders’ Representatives notice (the “Working Capital Notice”) of the results of the Net Working Capital Valuation and whether such results provide for any increase or decrease in the Purchase Price. In the event that the Working Capital Notice reflects an increase or decrease in the Purchase Price, then, within 20 days of receipt of the Working Capital Notice, or, in the alternative, within 20 days of the final resolution of any dispute of the Net Working Capital Valuation, the Stockholders shall pay to Buyer an amount equal to the amount by which the Closing Date Net Working Capital is less than the lesser of (A) the Target Net Working Capital and (B) the Estimated Net Working Capital or Buyer shall pay to the Stockholders an amount equal to the amount by which the Closing Date Net Working Capital is more than the greater of (A) the Target Net Working Capital and (B) the Estimated Net Working CapitalPrice Adjustment Statement.

Post-Closing Purchase Price Adjustment. (a) The Purchase Price shall be decreased on a dollar-for-dollar basis to the extent that the Net Working Capital (the “Closing Date Net Working Capital”) as set forth on a balance sheet (the “Closing Date Balance Sheet”) prepared as of the Closing Date (the “Net Working Capital Valuation”), as determined by Buyer’s independent accountants (“Buyer’s Accountants”), shall be less than the lesser of (A) the Target Net Working Capital and (B) the Estimated Net Working Capital; or the Purchase Price shall be increased on a dollar-for-dollar basis to the extent that the Closing Date Net Working Capital, as determined by Buyer’s Accountants, shall be more than the greater of (A) the Target Net Working Capital and (B) the Estimated Net Working Capital. Buyer shall cause Buyer’s Accountants to perform the Net Working Capital Valuation within 30 Within 60 days after the Closing Date, Buyer will prepare and deliver to Seller a consolidated balance sheet (the "Closing Date Balance Sheet") for the Company and the Subsidiaries as of the close of business on the Closing Date (determined on a pro forma basis as though the parties had not consummated the transactions contemplated by this Agreement). Within 10 The Closing Date Balance Sheet will be audited by KPMG Peat Marwick ("Peat"), whose opinion will be appended thereto. The Closing Date Balance Sheet will be prepared in accordance with generally accepted accounting principles applied on a basis consistent with the preparation of the Latest Balance Sheet (as defined in Section 3.3. below); provided, however, that (i) inventories will be calculated at cost (first-in, first-out) or market, whichever is lower, (ii) intercompany receivables, intercompany payables and notes payable to affiliates will be excluded, (iii) any asset or liability of the Company and the Subsidiaries retained by Seller pursuant to this Agreement will be excluded and (iv) any other adjustments shall be made which were made in the calculation of Target Net Worth attached hereto as Schedule 2.3 (iv) (Subsections (i), (ii), (iii) and (iv) hereof collectively referred to as the Balance Sheet Adjustments ). Representatives from both Seller and Buyer shall be entitled to participate in the taking of any physical inventories conducted with respect to the Company and the Subsidiaries on or after the date of this Agreement. The fees and expenses of Peat will be paid by Buyer. (b) On or prior to the date 20 business days after the completion delivery to Seller of the Net Working Capital ValuationClosing Date Balance Sheet (the Adjustment Date ), Seller and Buyer shall give mutually agree upon the Stockholders’ Representatives notice ("Adjusted Closing Net Worth". The "Adjusted Closing Net Worth" shall mean the “Working Capital Notice”) Shareholder's Equity of the results of Company and the Net Working Capital Valuation and whether such results provide for any increase or decrease in Subsidiaries reflected on the Purchase PriceClosing Date Balance Sheet. In the event that Seller and Buyer are unable to agree on the Working Capital Notice reflects Adjusted Closing Net Worth within such 20 day period, Seller and Buyer shall submit the dispute to Xxxxxx Xxxxxxxx & Co. (the "Arbiter"), for resolution. Promptly, but no later than 20 days after its acceptance of its appointment as Arbiter, the Arbiter shall determine, based solely on presentations by Seller and Buyer, and not by independent review, only those issues in dispute and shall render a report as to the dispute and the resulting computation of the Adjusted Closing Net Worth which shall be conclusive and binding upon the parties. The fees, costs and expenses of the Arbiter shall be borne by each party in proportion that the aggregate dollar amount of such disputed items so submitted that are unsuccessfully disputed by such party bears to the aggregate dollar amount of the items submitted by the Arbiter. (c) To the extent the Adjusted Closing Net Worth is less than the "Target Net Worth" in an increase or decrease amount that is greater than $2,000,000, Seller shall pay the amount of such difference in excess of $2,000,000 to Buyer (plus interest from the Adjustment Date through the date of payment at the prime lending rate of Bankers Trust Company from time to time prevailing ), as an adjustment to the Purchase Price, then, by wire transfer of immediately available funds within 20 days of receipt of the Working Capital Notice, or, in the alternative, within 20 two business days of the final resolution determination of any dispute of Adjusted Closing Net Worth. The "Target Net Worth" shall mean $250,895,000, which is the Shareholder's Equity reflected on the Latest Balance Sheet, adjusted to give effect to the Balance Sheet Adjustments. In the event the Adjusted Closing Net Working Capital ValuationWorth is equal to or greater than $248,895,000, no adjustment to the Stockholders shall pay Purchase Price will be made. (d) Seller will make its books, records and personnel available to Buyer an amount equal and its accountants and other representatives, and Buyer will cause the Company and the Subsidiaries to the amount by which make their respective books, records and personnel and Peat's work papers and back-up materials used in preparing and auditing the Closing Date Net Working Capital is less than the lesser of Balance Sheet available to Seller and its accountants and other representatives, at reasonable times and upon reasonable notice at any time during (A) the Target Net Working Capital and preparation by Buyer of the Closing Date Balance Sheet, (B) the Estimated Net Working Capital or Buyer shall pay to the Stockholders an amount equal to the amount review by which Seller of the Closing Date Net Working Capital is more than the greater of Balance Sheet and (AC) the Target Net Working Capital and (B) resolution by the Estimated Net Working Capitalparties and, if necessary, the Arbiter of any disputes involving the Closing Date Balance Sheet. 3.

Post-Closing Purchase Price Adjustment. (a) The Purchase Price As promptly as practicable, but no later than 90 days after the Closing Date (as hereinafter defined), the Seller will cause to be prepared and delivered to the Buyer (i) the consolidated balance sheet of the Company as of December 31, 1998 (the "Closing Balance Sheet") and the related consolidated statements of income (with related footnotes, the "1998 Income Statement", all of which, notwithstanding the foregoing shall be decreased on a dollar-for-dollar basis to delivered no later than March 31, 1999 for purposes of Section 1.3), changes in stockholders' equity and cash flows of the extent that Company for the Net Working Capital year then ended (collectively, the "Closing Financials"), prepared in accordance with the Applicable Accounting Principles (as hereinafter defined) accompanied by the draft opinion of Deloitte & Touche LLP, independent auditors for the Seller, (ii) if the Closing Date shall not have occurred by December 31, 1998, the consolidated balance sheet of the Company as of the Closing Date, the related audited statements of income (the “Closing Date Net Working Capital”) as set forth "Stub Period Income Statement"), changes in stockholders' equity and cash flows of the Company (collectively, the "Stub Period Financials"), accompanied by the draft opinion of Deloitte & Touche LLP, for the period commencing January 1, 1999 and ending on a balance sheet (the “Closing Date Balance Sheet”) prepared as of the Closing Date (the “Net Working Capital Valuation”"Stub Period"), which Stub Period Financials shall be prepared in accordance with the Applicable Accounting Principles; and (iii) a certificate of the chief financial officer or chief accounting officer of Seller, setting forth the "Closing Equity" (as determined by Buyer’s independent accountants (“Buyer’s Accountants”hereinafter defined), shall be less than the lesser amount of consolidated net income (Aloss) of the Target Net Working Capital Company for the Stub Period (the "Stub Period Income (Loss)"), and (B) the Estimated Net Working Capital; or the Purchase Price shall be increased on a dollar-for-dollar basis amount of any adjustment to the extent that the Closing Date Net Working CapitalCash Payment pursuant to this Section 1.2, as determined by Buyer’s Accountantstogether with supporting calculations (the "Adjustment Certificate"). Deloitte & Touche LLP shall perform all audit procedures and processes on the Closing Financials and the Stub Period Financials necessary to sign and deliver an auditor's report thereon, and the Closing Financials and the Stub Period Financials shall be more than accompanied by the greater of draft auditor's report thereon from the Seller's accountants to the effect that (Ax) the Target Net Working Capital Closing Financials present fairly the consolidated financial position, results of operations and cash flows of the Company as of the close of business on December 31, 1998 (and for the year then ended) and (By) if applicable, the Estimated Net Working Capital. Buyer shall cause Buyer’s Accountants to perform Stub Period Financials present fairly the Net Working Capital Valuation within 30 days after the Closing Date. Within 10 days after the completion consolidated financial position, results of operations and cash flows of the Net Working Capital Valuation, Buyer shall give the Stockholders’ Representatives notice (the “Working Capital Notice”) Company as of the results close of the Net Working Capital Valuation and whether such results provide for any increase or decrease in the Purchase Price. In the event that the Working Capital Notice reflects an increase or decrease in the Purchase Price, then, within 20 days of receipt of the Working Capital Notice, or, in the alternative, within 20 days of the final resolution of any dispute of the Net Working Capital Valuation, the Stockholders shall pay to Buyer an amount equal to the amount by which business on the Closing Date Net Working Capital is less than (and for the lesser of (A) Stub Period), in accordance with the Target Net Working Capital and (B) the Estimated Net Working Capital or Applicable Accounting Principles. The Buyer shall pay have 90 days from the date on which the latest of the Closing Financials, the Stub Period Financials and the Adjustment Certificate are delivered to it to review such documents (the "Review Period"). The parties hereto and their respective accountants shall be provided with customary access (of the nature and extent provided Buyer's accountants in connection with their review of the Annual Financial Statements) to the Stockholders an work papers of the Seller's accountants (subject to Buyer's entry into a customary waiver and indemnification agreement with Seller's accountants) in connection with the preparation and review of the Closing Financials and the Stub Period Financials, if applicable. If the Buyer disagrees in any respect with any item or amount equal shown or reflected in the Closing Financials, the Stub Period Financials or the Adjustment Certificate or with the calculation of the Closing Equity or the Stub Period Income (Loss) or the proposed adjustment to the amount by which the Closing Date Net Working Capital Cash Payment pursuant to this Section 1.2, the Buyer may, on or prior to the last day of the Review Period, deliver a written notice to the Seller setting forth, in reasonable detail, each disputed item or amount and the basis for the Buyer's disagreement therewith (the "Dispute Notice"). If no Dispute Notice is more than received by the greater Seller on or prior to the last day of (A) the Target Net Working Capital Review Period, then the Closing Financials, the Stub Period Financials and (B) the Estimated Net Working CapitalAdjustment Certificate shall be deemed accepted by the Buyer.

Post-Closing Purchase Price Adjustment. (a) The Purchase Price shall be decreased on a dollar-for-dollar basis As promptly as possible, but in any event within 90 days after the Closing Date, Buyer will deliver to Seller (i) an unaudited, combined balance sheet of the extent that Acquired Companies as of the Closing Date and (ii) its calculation of the Net Working Capital (the “Closing Date Net Working Capital”) as set forth on a balance sheet (the “Closing Date Balance Sheet”) prepared as of the close of business on the last Business Day immediately preceding the Closing Date (the “Closing Net Working Capital ValuationCapital”), Indebtedness as determined by Buyer’s independent accountants of immediately prior to the Closing (the “Buyer’s AccountantsClosing Indebtedness”), Net Breakage Benefits as of immediately prior to the Closing, if any (the “Closing Net Breakage Benefits”), Net Breakage Costs as of immediately prior to the Closing, if any (the “Closing Net Breakage Costs”), Cash as of the close of business on the last Business Day immediately preceding the Closing Date (the “Closing Cash”), and Osmose Unpaid Transaction Expenses as of immediately prior to the Closing (the “Closing Osmose Unpaid Transaction Expenses”), in each case, duly certified by Buyer as accurately setting forth Buyer’s good faith determination of the information set forth therein, and together, in each case, with all supporting documentation (together, the “Closing Statement”). The Closing Statement shall be less than prepared in a manner consistent with the lesser applicable definition of (A) the Target Net Working Capital and (B) the Estimated terms “Net Working Capital; ,” “Indebtedness,” “Net Breakage Benefits,” “Net Breakage Costs,” “Cash,” and “Osmose Unpaid Transaction Expenses” set forth in this Agreement, GAAP, and in a manner consistent with, and using the same principles, policies, methods and practices (including as to reserves and accruals) used in, the preparation of the Latest Balance Sheet. The Closing Statement shall entirely disregard (x) any and all effects on the Assets or Liabilities of the Purchase Price shall be increased on Acquired Companies as a dollar-for-dollar basis to direct result of the extent that the Closing Date Net Working Capital, as determined by Buyer’s Accountants, shall be more transactions contemplated hereby (other than the greater Restructuring) or of (A) any financing or refinancing arrangements entered into at any time by Buyer or any other transaction entered into by Buyer in connection with the Target Net Working Capital consummation of the transactions contemplated hereby, and (By) any of the Estimated Net Working Capital. plans, transactions or changes which Buyer shall intends to initiate or make or cause Buyer’s Accountants to perform the Net Working Capital Valuation within 30 days be initiated or made after the Closing Date. Within 10 days after with respect to the completion of the Net Working Capital ValuationAcquired Companies or their business or Assets, Buyer shall give the Stockholders’ Representatives notice (the “Working Capital Notice”) of the results of the Net Working Capital Valuation and whether such results provide for or any increase facts or decrease in the Purchase Price. In the event circumstances that the Working Capital Notice reflects an increase are unique or decrease in the Purchase Price, then, within 20 days of receipt of the Working Capital Notice, or, in the alternative, within 20 days of the final resolution of any dispute of the Net Working Capital Valuation, the Stockholders shall pay particular to Buyer an amount equal to the amount by which the Closing Date Net Working Capital is less than the lesser or any of (A) the Target Net Working Capital and (B) the Estimated Net Working Capital its assets or Buyer shall pay to the Stockholders an amount equal to the amount by which the Closing Date Net Working Capital is more than the greater of (A) the Target Net Working Capital and (B) the Estimated Net Working CapitalLiabilities.

Post-Closing Purchase Price Adjustment. The Proposed Price Components set forth in the Proposed Closing Statement shall be adjusted as necessary upon the final resolution of all disputed matters in accordance with this Section 2.5 and such amounts as so adjusted shall be final, binding, conclusive and nonappealable for all purposes of this Agreement (a) as adjusted, the “Final Closing Statement”). The Purchase Price shall be decreased on a dollar-for-dollar basis to recalculated substituting the extent that the Final Net Working Capital (the “Closing Date Net Working Capital”) as set forth on a balance sheet (the “Closing Date Balance Sheet”) prepared as of the Closing Date (the “Net Working Capital Valuation”), as determined by Buyer’s independent accountants (“Buyer’s Accountants”), shall be less than the lesser of (A) the Target Net Working Capital and (B) the Estimated Net Working Capital; or the Purchase Price shall be increased on a dollar-for-dollar basis to the extent that the Closing Date Net Working Capital, as determined by Buyer’s Accountants, shall be more than the greater of (A) the Target Net Working Capital and (B) the Estimated Net Working Capital. Buyer shall cause Buyer’s Accountants to perform the Net Working Capital Valuation within 30 days after the Closing Date. Within 10 days after the completion of the Net Working Capital Valuation, Buyer shall give the Stockholders’ Representatives notice (the “Working Capital Notice”) of the results of the Net Working Capital Valuation and whether such results provide for any increase or decrease in the Purchase Price. In the event that the Working Capital Notice reflects an increase or decrease in the Purchase Price, then, within 20 days of receipt of the Working Capital Notice, or, in the alternative, within 20 days of the final resolution of any dispute of the Net Working Capital Valuation, the Stockholders shall pay to Buyer an amount equal to the amount by which the Closing Date Net Working Capital is less than the lesser of (A) the Target Net Working Capital and (B) the Estimated Net Working Capital in Section 2.2(b) or Section 2.2(e), as applicable, the Final Cash Balance for the Estimated Closing Date Cash in Section 2.2(c), the Final Related Party Receivables Amount for the Estimated Related Party Receivables Amount in Section 2.2(d), the Final Closing Date Indebtedness for the Estimated Closing Date Indebtedness in Section 2.2(Q, the Final Related Party Payables Amount for the Estimated Related Party Payables Amount in Section 2.2(g), and the Final Transaction Expenses for the Estimated Transaction Expenses in Section 2.2(h) (such recalculated Purchase Price, the “Final Purchase Price”). If the Final Purchase Price is greater than the Estimated Purchase Price, then the sum of such difference and Interest shall be paid by Buyer to Seller. Ifthe Estimated Purchase Price is greater than the Final Purchase Price, then the Escrow Agent shall pay out of the Escrow Funds to the Stockholders Buyer an amount in cash equal to the sum of (x) such difference and (y) Interest accruing thereon; provided, however, that, if such sum exceeds $2 million, at the election of Buyer, Seller shall pay Buyer the amount by which of such excess. All payments pursuant to this Section 2.5(c) shall be made within five (5) Business Days following the date that the Final Closing Statement becomes final, binding, conclusive and nonappealable for all purposes of this Agreement in accordance with this Section 2.5, and, to the extent that such payment is to be made out of the Escrow Funds, Seller and Buyer shall, within two (2) Business Days of such date, execute joint written instructions to the Escrow Agent instructing the Escrow Agent to make such payment within such five (5) Business Day period. For the purposes of this Section 2.5, “Interest” means interest from and including the Closing Date Net Working Capital is more than to but excluding the greater date of (A) payment at a rate per annum equal to two percent, which shall be payable at the Target Net Working Capital same time as the payment to which it relates and (B) shall be calculated on the Estimated Net Working Capitalbasis of a year of 360 days and the actual number of days elapsed.

Post-Closing Purchase Price Adjustment. (a) As soon as reasonably practicable after the Closing Date, and in any event within 60 days thereof, Buyer will prepare and deliver to Seller a statement setting forth in reasonable detail the Buyer’s calculation of (i) the Company Indebtedness, (ii) Net Working Capital, (iii) the resulting Net Working Capital Adjustment, (iv) the aggregate amount of Company Transaction Expenses, and (v) the Excess Cash (such statement being referred to as the “Buyer Closing Statement”). The Buyer Closing Statement shall also include a certification, signed by an officer of Buyer, as to whether a Specified Producer Base Purchase Price shall Adjustment Reversal Amount is due to Seller pursuant to Section 2.6(e) below. The Buyer Closing Statement, the Final Closing Statement and the component items thereof will be decreased on a dollar-for-dollar basis prepared and calculated in accordance with the definitions set forth in this Agreement. Buyer will (1) permit, and will cause the Company to permit, Seller and its advisors and representatives such access to the extent books, records, properties, premises, work papers, personnel and other information of the Company as is reasonably necessary to permit Seller and its advisors and representatives to review the Buyer Closing Statement or to address any dispute described in this Section 2.6 and (2) reasonably cooperate, and will cause the Company to reasonably cooperate, with Seller and its advisors and representatives in connection with such review or any dispute, including providing as soon as practicable all such information necessary in connection with the review of the Buyer Closing Statement as is reasonably requested by Seller or its advisors or representatives, in each case subject to the limitations set forth in Section 6.2(d). The Parties agree that the purpose of preparing and calculating the Net Working Capital (the “Closing Date Net Working Capital”) as set forth on a balance sheet (the “Closing Date Balance Sheet”) prepared as of the Closing Date (the “Net Working Capital Valuation”), as determined by Buyer’s independent accountants (“Buyer’s Accountants”), shall be less than the lesser of (A) the Target Net Working Capital and (B) the Estimated Net Working Capital; or the Purchase Price shall be increased on a dollar-for-dollar basis is to the extent that the Closing Date Net Working Capital, as determined by Buyer’s Accountants, shall be more than the greater of (A) the Target Net Working Capital and (B) the Estimated Net Working Capital. Buyer shall cause Buyer’s Accountants to perform measure changes in such amount from the Net Working Capital Valuation within 30 days Target without the introduction of new or different accounting methods, policies, practices, procedures, classifications, judgments or estimation methodologies from the Accounting Principles or the methodology set forth on Exhibit 1.1(a)-A. The Buyer Closing Statement and the calculation of the amounts therein will entirely disregard (x) any and all effects on the assets and liabilities of the Company or the Covered Business as a result of the transactions contemplated hereby or of any financing or refinancing arrangements entered into at any time by Buyer or any other transaction entered into by Buyer in connection with the consummation of the transactions contemplated by this Agreement and (y) any of the plans, transactions or changes that Buyer intends to initiate or make or cause to be initiated or made after the Closing Datewith respect to the Company or the Covered Business. Within 10 (b) Seller will, within 45 days after the completion following its receipt of the Net Working Capital Valuation, Buyer shall give the Stockholders’ Representatives notice Closing Statement (the “Working Capital NoticeReview Period”) ), accept or reject the Buyer Closing Statement submitted by Buyer. If Seller disagrees with the Buyer Closing Statement or any calculation therein, then Seller will give written notice to Buyer of such dispute, setting forth, in reasonable detail, those items and amounts as to which Seller disagrees, the basis for Seller’s objections and Seller’s calculation of the results amount of each disputed item within such 45-day period. Should Seller fail to provide Buyer with a written notice of dispute within such 45-day period, Seller will be deemed to agree with the Net Working Capital Valuation and whether such results provide for any increase or decrease in the Purchase Price. In the event that the Working Capital Notice reflects an increase or decrease in the Purchase Price, then, within 20 days of receipt of the Working Capital Notice, or, in the alternative, within 20 days of the final resolution of any dispute of the Net Working Capital Valuation, the Stockholders shall pay to Buyer an amount equal to the amount by which the Closing Date Net Working Capital is less than the lesser of (A) the Target Net Working Capital and (B) the Estimated Net Working Capital or Buyer shall pay to the Stockholders an amount equal to the amount by which the Closing Date Net Working Capital is more than the greater of (A) the Target Net Working Capital and (B) the Estimated Net Working Capital.Statement 16 US 167664346 HB: 4845-7978-5147.2

Post-Closing Purchase Price Adjustment. (a) The Purchase Price shall be decreased on a dollarPre-for-dollar basis Closing Estimate. At least three (3) Business Days prior to the extent that Closing, the Net Working Capital Company shall deliver to Parent and the Equityholders’ Representative (i) the “Closing Date Net Working Capital”) as set forth on a estimated unaudited balance sheet (of the “Closing Date Balance Sheet”) prepared as Company on the close of business on the Closing Date (the “Net Working Capital ValuationEstimated Closing Balance Sheet”), together with (ii) a certificate of the Company (the “Company Pre-Closing Certificate”) executed on its behalf by the Chief Financial Officer of the Company that sets forth in reasonable detail the Company’s good faith estimate of the Per Share Merger Consideration as determined by Buyer’s independent accountants well as its estimates of Closing Working Capital (the “Buyer’s AccountantsEstimated Working Capital”), shall Closing Debt (“Estimated Closing Debt”), and Unpaid Company Transaction Expenses (“Estimated Unpaid Company Transaction Expenses”), such Estimated Closing Balance Sheet and other estimates to be less than prepared in accordance with GAAP, using the lesser policies, conventions, methodologies and procedures used by the Company in preparing the audited Company Financial Statements as of (A) and for the Target Net Working Capital and (B) the period ended December 31, 2010. The amount set forth as Estimated Net Working Capital; or the Purchase Price shall be increased on a dollar-for-dollar basis to the extent that the Closing Date Net Working Capital, Estimated Closing Debt, or Estimated Unpaid Company Transaction Expenses, as determined by Buyer’s Accountantsapplicable, on the Company Pre-Closing Certificate shall be more than deemed to be Estimated Working Capital, Estimated Closing Debt or Estimated Unpaid Company Transaction Expenses, as applicable, for all purposes under this Agreement, provided that prior to the greater Company’s delivery of (A) the Target Net Working Capital and (B) the Estimated Net Working Capital. Buyer Closing Balance Sheet and the Company Pre-Closing Certificate, Parent shall cause Buyerhave a reasonable opportunity to review and consult with the Company with respect to the Company’s Accountants to perform the Net Working Capital Valuation within 30 days after the Closing Date. Within 10 days after the completion preparation of the Net Working Capital Valuation, Buyer shall give Estimated Closing Balance Sheet and the Stockholders’ Representatives notice (the “Working Capital Notice”) of the results of the Net Working Capital Valuation and whether such results provide for any increase or decrease above estimates set forth in the Purchase Price. In the event that the Working Capital Notice reflects an increase or decrease in the Purchase Price, then, within 20 days of receipt of the Working Capital Notice, or, in the alternative, within 20 days of the final resolution of any dispute of the Net Working Capital Valuation, the Stockholders shall pay to Buyer an amount equal to the amount by which the Company Pre-Closing Date Net Working Capital is less than the lesser of (A) the Target Net Working Capital and (B) the Estimated Net Working Capital or Buyer shall pay to the Stockholders an amount equal to the amount by which the Closing Date Net Working Capital is more than the greater of (A) the Target Net Working Capital and (B) the Estimated Net Working CapitalCertificate.