Common use of Adjustment Amount Clause in Contracts

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event within 90 calendar days thereof, Buyer shall prepare and deliver to Seller, Buyer’s calculation of (i) Closing Net Working Capital, (ii) Closing Indebtedness, (iii) Closing Transaction Expenses, (iv) Closing Cash, (v) Closing Net Working Capital Adjustment Amount, and (vi) on the basis of the foregoing, a calculation of the Closing Purchase Price (together with the calculations referred to in clauses (i) through (v) above, the “Final Closing Statement”). The Closing Net Working Capital, Closing Indebtedness and Closing Cash shall be prepared in accordance with GAAP and the defined terms used in this Section 2.06(a); provided, however, that the Final Closing Statement (and any amounts included therein) shall not give effect to any act or omission by Buyer or any of its Subsidiaries or the Company taken after the Reference Time or reflect any payments of cash in respect of the Purchase Price, or any financing transactions in connection therewith or reflect any expense or liability for which Buyer is responsible under this Agreement. For the avoidance of doubt, neither Section 2.04 nor this Section 2.06 is intended to be used to adjust the Closing Purchase Price for errors or omissions, under GAAP or otherwise, that may be found with respect to the Financial Statements or the Target Net Working Capital. No fact or event, including any market or business development, occurring after the Closing Date, and no change in GAAP or Applicable Law after the Balance Sheet Date, shall be taken into consideration in the calculations to be made pursuant to Section 2.04 or this Section 2.06. If Buyer fails to timely deliver the Final Closing Statement in accordance with the first sentence of this Section 2.06(a) within such 90-day period, then the Preliminary Closing Statement delivered by Seller to Buyer pursuant to Section 2.04 shall be deemed to be Buyer’s proposed Final Closing Statement, for all purposes hereunder, and Seller shall retain all of its rights under this Section 2.06 with respect thereto, including the right to dispute the calculations set forth therein in accordance with the provisions of this Section 2.06.

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event within 90 calendar on or before the date that is the later of forty-five (45) days thereofafter the Closing Date and January 31, Buyer 2019, Acquiror shall prepare and deliver to Seller, Buyer’s calculation the Holder Representative an unaudited consolidated balance sheet of the Company Group (the “Closing Balance Sheet”) and an unaudited consolidated statement of the Company Group as of the close of business on the Closing Date (the “Closing Statement”) setting forth (i) a calculation of the Closing Date Net Working Capital, (ii) a calculation of the Closing Date Indebtedness, (iii) Closing Transaction a calculation of the Holder Expenses, (iv) a calculation of the Closing Date Cash, (v) Closing Net Working Capital Adjustment Amount, and (vi) on the basis of the foregoing, a calculation of the Closing Purchase Price Date Other Adjustment Amount, (together with vi) the calculations referred to Closing Consideration calculated based on the items in the foregoing clauses (i) through (v), and (vii) above, the “Final Closing Statement”)Current Blocker Tax Liabilities. The Closing Balance Sheet, the Closing Statement, including the Closing Date Net Working Capital, the Closing Indebtedness Date Indebtedness, the Holder Expenses, the Closing Date Cash and the Closing Cash Date Other Adjustment Amount and the Current Blocker Tax Liabilities shall be prepared determined on a consolidated basis using the Agreed Accounting Principles, and shall not include any changes in accordance with GAAP assets or liabilities as a result of purchase or other non-cash accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby. The parties agree that the purpose of preparing the Closing Balance Sheet and the defined terms used in Closing Statement, including the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash and the Closing Date Other Adjustment Amount and the related purchase price adjustment contemplated by this Section 2.06(a); provided2.7 is to measure the amount of the Closing Date Net Working Capital, howeverthe Closing Date Indebtedness, that the Final Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, the Closing Consideration, and the Current Blocker Tax Liabilities, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Statement or determining the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, and the Current Blocker Tax Liabilities unless such differences are required by GAAP. Following the Closing, Holder Representative and its representatives shall have the right to reasonable access following prior notice to the books, records, the chief financial officer and auditors of the Company Group to the extent relevant for its review of the Closing Statement and the Surviving Entity shall cause the employees and auditors of the Company Group to reasonably cooperate with the Holder Representative in connection with its review of the Closing Statement (and any amounts included therein) shall not give effect subject to any act or omission by Buyer or any of its Subsidiaries or the Company taken after the Reference Time or reflect any payments of cash in respect of the Purchase Price, or any financing transactions in connection therewith or reflect any expense or liability for which Buyer is responsible under this Agreement. For the avoidance of doubt, neither Section 2.04 nor this Section 2.06 is intended to be used to adjust the Closing Purchase Price for errors or omissions, under GAAP or otherwise, that customary access agreements as may be found with respect to the Financial Statements or the Target Net Working Capital. No fact or event, including any market or business development, occurring after the Closing Date, and no change in GAAP or Applicable Law after the Balance Sheet Date, shall be taken into consideration in the calculations to be made pursuant to Section 2.04 or this Section 2.06. If Buyer fails to timely deliver the Final Closing Statement in accordance with the first sentence of this Section 2.06(a) within required by such 90-day period, then the Preliminary Closing Statement delivered by Seller to Buyer pursuant to Section 2.04 shall be deemed to be Buyer’s proposed Final Closing Statement, for all purposes hereunder, and Seller shall retain all of its rights under this Section 2.06 with respect thereto, including the right to dispute the calculations set forth therein in accordance with the provisions of this Section 2.06auditors).

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event within 90 calendar ninety (90) days thereofthereafter, Buyer Seller Parent shall prepare and deliver to Seller, Buyer’s calculation of Buyer a statement (i) Closing Net Working Capital, (ii) Closing Indebtedness, (iii) Closing Transaction Expenses, (iv) Closing Cash, (v) Closing Net Working Capital Adjustment Amount, and (vi) on the basis of the foregoing, a calculation of the Closing Purchase Price (together with the calculations referred to in clauses (i) through (v) above, the “Final Closing Statement”). The Closing Net Working Capital, Closing Indebtedness ) setting forth (i) Seller Parent’s calculation of the following as of the Calculation Time and Closing Cash shall be prepared presented in accordance with GAAP the format used in, and containing the defined terms used line items set forth in, the Illustrative Closing Statement: (A) the Current Assets (“Closing Date Current Assets”), (B) the Unearned Revenue Amount (the “Closing Date Unearned Revenue Amount”), (C) the Accrued Vacation Liability (in this Section 2.06(athe aggregate and for each Business Employee) (without duplication, the “Closing Date Accrued Vacation Liability”); provided, however(D) the Accrued Pre-Closing Bonus Liability (in the aggregate and for each Business Employee) (without duplication, that the “Closing Date Accrued Pre-Closing Bonus Liability”), (E) the Indebtedness (the “Closing Date Indebtedness”), (F) the Seller Transaction Expenses (the “Closing Date Seller Transaction Expenses”), and (G) the CapEx Adjustment Amount (the “Closing Date CapEx Adjustment Amount”) and (ii) a calculation, whether positive or negative, of (x) the amount of the Closing Purchase Price calculated based on the Final Closing Statement (and any amounts included therein) shall not give effect to any act or omission by Buyer or any of its Subsidiaries or the Company taken after the Reference Time or reflect any payments of cash in respect of the Purchase Priceusing, or any financing transactions in connection therewith or reflect any expense or liability for which Buyer is responsible under this Agreement. For the avoidance of doubt, neither Section 2.04 nor the calculations described in the foregoing clauses (a)(i)(A) through (G) of this Section 2.06 is intended to be used to adjust 1.05) minus (y) the amount of the Closing Purchase Price for errors or omissionscalculated based on the Estimated Closing Statement (the “Adjustment Amount”). Except as otherwise provided herein, under GAAP or otherwise, that may be found with respect to the Financial Statements or the Target Net Working Capital. No fact or event, including any market or business development, occurring after the Closing DateDate Current Assets, the Closing Date Unearned Revenue Amount, the Closing Date Accrued Vacation Liability, the Closing Date Accrued Pre-Closing Bonus Liability, the Closing Date Indebtedness, the Closing Date Seller Transaction Expenses and no change the Closing Date CapEx Adjustment Amount shall (x) be calculated in GAAP or Applicable Law after accordance with IFRS and the Balance Sheet Date, shall be taken into consideration definitions contained in this Agreement (and the calculations to be made pursuant to Section 2.04 or this Section 2.06. If Buyer fails to timely deliver determination of any items included in the Final Closing Statement shall be based on facts and circumstances as they exist as of the Calculation Time and shall exclude the effect of any act, decision change in circumstances or other event or development arising or occurring after the Calculation Time) and (y) presented in accordance with the first sentence format used in the Illustrative Closing Statement. Concurrently with its delivery of this Section 2.06(a) within such 90-day period, then the Preliminary Closing Statement delivered by Seller to Buyer pursuant to Section 2.04 shall be deemed to be Buyer’s proposed Final Closing Statement, for all purposes hereunderSeller Parent shall provide Buyer and its relevant Representatives at reasonable times and upon reasonable notice, such access to the books, records and other information regarding the Final Closing Statement, the Closing Date Current Assets, the Closing Date Current Liabilities, the Closing Date Unearned Revenue Amount, the Closing Date Accrued Vacation Liability, the Closing Date Accrued Pre-Closing Bonus Liability, the Closing Date Indebtedness, the Closing Date Seller Transaction Expenses and the Closing Date CapEx Adjustment Amount, and access to Seller Parent’s relevant Representatives, as Buyer reasonably requests, to aid in Buyer’s review of the Final Closing Statement and Seller Parent’s calculation of the Adjustment Amount set forth therein. Seller Parent shall retain all cooperate in good faith to answer any questions raised by Buyer or its Representatives in connection with their review of the Final Closing Statement and Seller Parent’s calculation of the Adjustment Amount, shall review, in good faith, any comments proposed by Buyer or its rights under this Section 2.06 Representatives with respect thereto, including or any components thereof, and shall consider, in good faith, any appropriate changes to the right to dispute Final Closing Statement and the calculations set forth therein in accordance with the provisions of this Section 2.06Adjustment Amount based on Buyer’s calculations.

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event within 90 one hundred twenty (120) calendar days thereof, Buyer Acquiror shall prepare and deliver to Seller, Buyer’s the Seller a calculation of (i) the Closing Date Net Working Capital, (ii) the Closing IndebtednessDate Funded Debt Amount, (iii) the Closing Transaction Expenses, Date Cash Amount and (iv) Closing Cash, (v) Closing Net Working Capital Adjustment Amount, and (vi) on the basis of the foregoing, a calculation of the Closing Purchase Price Date Outstanding Company Expenses (together with the calculations referred to in clauses (i) through (v) above, the “Final Post-Closing Statement”). The If Acquiror’s calculation of the Closing Date Net Working Capital, the Closing Indebtedness and Date Funded Debt Amount, the Closing Date Cash shall be prepared in accordance with GAAP Amount and the defined terms used Closing Date Outstanding Company Expenses results in this Section 2.06(a); provided, however, that the Final Closing Statement (and any amounts included therein) shall not give effect to any act or omission by Buyer or any of its Subsidiaries or the Company taken after the Reference Time or reflect any payments of cash in respect a calculation of the Purchase PriceAdjustment Amount that is a positive number, or any financing transactions (i) Acquiror and the Seller shall immediately deliver joint written instruction to the Escrow Agent instructing the Escrow Agent to pay to the Seller an amount in connection therewith or reflect any expense or liability for which Buyer is responsible under this Agreementcash equal to the Adjustment Escrow Funds and (ii) Acquiror shall pay to the Seller an amount in cash equal to Acquiror’s calculation of the Adjustment Amount. For the avoidance If Acquiror’s calculation of doubt, neither Section 2.04 nor this Section 2.06 is intended to be used to adjust the Closing Purchase Price for errors or omissions, under GAAP or otherwise, that may be found with respect to the Financial Statements or the Target Date Net Working Capital. No fact or event, including any market or business development, occurring after the Closing DateDate Funded Debt Amount, the Closing Date Cash Amount and the Closing Date Outstanding Company Expenses results in a calculation of the Adjustment Amount that is a negative number and the absolute value of such calculation of the Adjustment Amount is less than the amount of the Adjustment Escrow Funds, Acquiror and the Seller shall immediately deliver joint written instruction to the Escrow Agent instructing the Escrow Agent to pay to the Seller an amount in cash equal to the excess of the entire Adjustment Escrow Funds over Acquiror’s calculation of the Adjustment Amount. Following the Closing, Acquiror shall provide the Seller and its representatives access to the records, properties and personnel of the Company and the Company Subsidiaries relating to the preparation of the Post-Closing Statement and the calculation of the Closing Date Net Working Capital, the Closing Date Funded Debt Amount, the Closing Date Cash Amount and the Closing Date Outstanding Company Expenses, and no change shall cause the personnel of the Company and the Company Subsidiaries to cooperate with the Seller in GAAP or Applicable Law after connection with its review of the Balance Sheet Date, shall be taken into consideration in the calculations to be made pursuant to Section 2.04 or this Section 2.06. If Buyer fails to timely deliver the Final Post-Closing Statement in accordance with the first sentence of this Section 2.06(a) within and such 90-day period, then the Preliminary Closing Statement delivered by Seller to Buyer pursuant to Section 2.04 shall be deemed to be Buyer’s proposed Final Closing Statement, for all purposes hereunder, and Seller shall retain all of its rights under this Section 2.06 with respect thereto, including the right to dispute the calculations set forth therein in accordance with the provisions of this Section 2.06calculations.

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event within 90 ninety (90) calendar days thereof, Buyer Acquiror shall prepare and deliver to Seller, Buyer’s Holdings (i) a consolidated balance sheet of the Company and its Subsidiaries as of the Closing (the “Closing Balance Sheet”) and (ii) a calculation of (iA) the Net Working Capital of the Company and its Subsidiaries as set forth on the Closing Balance Sheet (“Closing Date Net Working Capital”) and (B) the aggregate amount of the Funded Debt of the Company and its Subsidiaries, if any, that remains unpaid as of the Closing as reflected on the Closing Balance Sheet (iithe “Closing Date Funded Debt”) Closing Indebtedness, and (iii) Closing Transaction Expenses, (iv) Closing Cash, (v) Closing Net Working Capital Adjustment Amount, the amount of cash and (vi) on the basis cash equivalents of the foregoing, a calculation Company and its Subsidiaries as of the Closing Purchase Price as reflected on the Closing Balance Sheet (together with the calculations referred to in clauses (i) through (v) above, the “Final Closing StatementDate Cash and Cash Equivalents”). The Closing Net Working Capital, Closing Indebtedness and Closing Cash Balance Sheet shall be prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) consistent with the preparation of the Audited Financial Statements. The Closing Balance Sheet shall be prepared using the same accounting practices, policies and the defined terms methodologies used in this Section 2.06(a); providedthe preparation of the Audited Financial Statements. For the purpose of determining the Closing Date Net Working Capital, howeverthe consolidated current assets and current liabilities of the Company and its Subsidiaries shall reflect the value of all tax deductions and other tax benefits resulting from the transactions contemplated hereby (including, without limitation, tax deductions and other tax benefits arising in connection with (A) the vesting, conversion, cancellation and/or exercise of all options to purchase Common Shares (whether or not vested) pursuant to the terms hereof or in connection with the transactions contemplated hereby, (B) any bonuses paid or payable by the Company or its Subsidiaries as a result of the consummation of the transactions contemplated hereby or (C) any fees and expenses that are deductible by the Final Closing Statement (and any amounts included therein) shall not give effect to any act or omission by Buyer Company or any of its Subsidiaries or for income tax purposes and that are payable by the Company taken after the Reference Time or reflect any payments of cash in respect of the Purchase Price, or any financing transactions its Subsidiaries in connection therewith with or reflect any expense or liability for which Buyer is responsible under this Agreement. For the avoidance of doubt, neither Section 2.04 nor this Section 2.06 is intended to be used to adjust the Closing Purchase Price for errors or omissions, under GAAP or otherwise, that may be found with respect related to the Financial Statements or the Target Net Working Capital. No fact or event, including any market or business development, occurring after the Closing Date, and no change in GAAP or Applicable Law after the Balance Sheet Date, shall be taken into consideration in the calculations to be made pursuant to Section 2.04 or this Section 2.06. If Buyer fails to timely deliver the Final Closing Statement in accordance with the first sentence transactions contemplated hereby (for purposes of this Section 2.06(a) within 2.5, the parties agree that the fees payable to CIBC World Markets Corp. or its Affiliates and Carlyle or its Affiliates in connection with or related to the transactions contemplated hereby shall not be tax affected)), and the value of such 90-day period, then the Preliminary Closing Statement delivered by Seller to Buyer pursuant to Section 2.04 deductions shall be deemed to be Buyer’s proposed Final Closing Statementequal (x) the aggregate amount of such deductions, for all purposes hereunder, and Seller shall retain all of its rights under this Section 2.06 with respect thereto, including the right to dispute the calculations set forth therein in accordance with the provisions of this Section 2.06.multiplied by (y) 40%. “

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event within 90 seventy-five (75) calendar days following the date thereof, Buyer Parent shall prepare and deliver to Seller, Buyer’s calculation of Seller Representative a schedule (ithe “Adjustment Schedule”) Closing Net Working Capital, (ii) Closing Indebtedness, (iii) Closing Transaction Expenses, (iv) Closing Cash, (v) Closing Net Working Capital Adjustment Amount, and (vi) on the basis of the foregoing, setting forth a calculation of the Closing final Aggregate Purchase Price and each of the components thereof (together with including the calculations referred to PlasChem Net Indebtedness) and attach reasonable documentation supporting Parent’s calculations. In the event Parent does not deliver the Adjustment Schedule within the seventy-five (75) day period specified in clauses the immediately preceding sentence, at Seller Representative’s election, either (i) through the Closing Aggregate Purchase Price shall become final and binding upon the parties hereto or (vii) aboveParent shall continue to be obligated to deliver the Adjustment Schedule. Parent shall afford, and cause the Surviving Company and its Subsidiaries to afford, Seller Representative and its Representatives reasonable access to the work papers and other books and records (including Tax records) of Parent, the Surviving Blocker, the Surviving Company and their respective Subsidiaries for purposes of assisting Seller Representative and its Representatives in their review of the Adjustment Schedule. The Adjustment Schedule and the resulting calculation of the Aggregate Purchase Price shall become final and binding upon the parties hereto thirty (30) days following Seller Representative’s receipt of the Adjustment Schedule unless Seller Representative provides written notice of its objection (an “Objection Statement”) to Parent prior to the expiration of such thirty (30) day period. Any Objection Statement shall specify in reasonable detail the nature and amount of any disagreement so asserted, a reasonably detailed explanation of the basis thereof, and attach documentation supporting Seller Representative’s calculations. If Seller Representative shall have timely delivered an Objection Statement to Parent, Parent and Seller Representative may negotiate to resolve any objections set forth therein for a period of no more than thirty (30) days, and, if Parent and Seller Representative resolve each of Seller Representative’s objections as set forth on the Objection Statement, the Adjustment Schedule, as revised pursuant to such negotiations, shall become final and binding upon the parties hereto. If, following such thirty (30) day period, any of the objections set forth on the Objection Statement shall remain outstanding, Parent or Seller Representative may refer such disputed items for resolution by an internationally recognized independent accounting firm mutually agreeable to Parent and Seller Representative; provided that in the event that Parent and Seller Representative fail to agree thereon, the accounting firm shall be Ernst & Young LLP (such firm, the “Final Closing StatementIndependent Accountant”); provided that if Ernst & Young LLP is unwilling or unable to serve as the Independent Accountant and Seller Representative and Parent are unable to select an alternative firm within thirty (30) days after delivery of the Objection Statement, either Parent or Seller Representative may request the American Arbitration Association appoint, within twenty (20) days from the date of such request, an internationally recognized independent accounting firm. Each of Parent and Seller Representative shall promptly provide their assertions regarding the Aggregate Purchase Price in writing to the Independent Accountant and to each other. The Closing Net Working Capital, Closing Indebtedness and Closing Cash Independent Accountant shall be prepared in accordance with GAAP and the defined terms used in this Section 2.06(a); provided, however, that the Final Closing Statement (and any amounts included therein) shall not give effect instructed to any act or omission by Buyer or any of render its Subsidiaries or the Company taken after the Reference Time or reflect any payments of cash in respect of the Purchase Price, or any financing transactions in connection therewith or reflect any expense or liability for which Buyer is responsible under this Agreement. For the avoidance of doubt, neither Section 2.04 nor this Section 2.06 is intended to be used to adjust the Closing Purchase Price for errors or omissions, under GAAP or otherwise, that may be found determination with respect to the Financial Statements or the Target Net Working Capital. No fact or event, including any market or business development, occurring after the Closing Date, and no change in GAAP or Applicable Law after the Balance Sheet Date, such disagreements as soon as reasonably practicable (which shall be taken into consideration in the calculations to be made pursuant to Section 2.04 or this Section 2.06. If Buyer fails to timely deliver the Final Closing Statement in accordance with the first sentence of this Section 2.06(ano later than forty-five (45) within such 90-day period, then the Preliminary Closing Statement delivered by Seller to Buyer pursuant to Section 2.04 shall be deemed to be Buyer’s proposed Final Closing Statement, for all purposes hereunder, and Seller shall retain all of its rights under this Section 2.06 with respect thereto, including the right to dispute the calculations set forth therein in accordance with the provisions of this Section 2.06.days following the

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event within 90 calendar ninety (90) days thereofthereafter, Buyer Acquiror shall prepare and deliver to Sellerthe Holder Representative an unaudited consolidated balance sheet of the Company Group (the “Closing Balance Sheet”) as of 11:59 P.M., Buyer’s calculation of Pacific Standard Time, on the day immediately preceding the Closing Date (the “Closing Statement”) setting forth (i) the Closing Date Net Working Capital, (ii) the Closing Date Indebtedness, (iii) Closing Transaction the Holder Expenses, (iv) the Adjusted Closing Date Cash, and (v) the Closing Net Working Capital Adjustment Amount, and (vi) Consideration calculated based on the basis of items in the foregoing, a calculation of the Closing Purchase Price (together with the calculations referred to in foregoing clauses (i) through (v) above, the “Final Closing Statement”iv). The Closing Balance Sheet, the Closing Statement, including the Closing Date Net Working Capital, the Closing Indebtedness Date Indebtedness, the Holder Expenses and the Adjusted Closing Date Cash shall be prepared in accordance with GAAP the Calculation Principles. The parties agree that the purpose of preparing the Closing Balance Sheet and the defined terms Closing Statement, including the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses and the Adjusted Closing Date Cash and the related purchase price adjustment contemplated by this Section 2.8(a) is to measure the amount of the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses and the Adjusted Closing Date Cash. Acquiror shall (i) permit the Holder Representative and its Representatives to have reasonable access to the books and records and working papers pertaining to or used in this Section 2.06(aconnection with the preparation of the Closing Statement and Acquiror’s calculation of the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses and the Adjusted Closing Date Cash and (ii) provide the Holder Representative reasonable access to Acquiror’s and the Surviving Entity’s employees and accountants as reasonably requested by the Holder Representative in connection with its review of the Closing Statement (subject to customary access agreements as may be required by such auditors); provided, howeverthat, such access will be in a manner that does not interfere with the Final Closing Statement (and any amounts included therein) shall not give effect to any act or omission by Buyer or any normal business operations of its Subsidiaries Acquiror or the Company taken after the Reference Time or reflect any payments of cash in respect of the Purchase Price, or any financing transactions in connection therewith or reflect any expense or liability for which Buyer is responsible under this Agreement. For the avoidance of doubt, neither Section 2.04 nor this Section 2.06 is intended to be used to adjust the Closing Purchase Price for errors or omissions, under GAAP or otherwise, that may be found with respect to the Financial Statements or the Target Net Working Capital. No fact or event, including any market or business development, occurring after the Closing Date, and no change in GAAP or Applicable Law after the Balance Sheet Date, shall be taken into consideration in the calculations to be made pursuant to Section 2.04 or this Section 2.06. If Buyer fails to timely deliver the Final Closing Statement in accordance with the first sentence of this Section 2.06(a) within such 90-day period, then the Preliminary Closing Statement delivered by Seller to Buyer pursuant to Section 2.04 shall be deemed to be Buyer’s proposed Final Closing Statement, for all purposes hereunder, and Seller shall retain all of its rights under this Section 2.06 with respect thereto, including the right to dispute the calculations set forth therein in accordance with the provisions of this Section 2.06Surviving Entity.

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event within 90 calendar days thereof, Buyer Acquiror shall prepare and deliver to Seller, Buyer’s calculation of the Holder Representative (i) an unaudited consolidated balance sheet of the Company and its Subsidiaries (the “Closing Net Working CapitalBalance Sheet”), (ii) a calculation of Net Working Capital (“Closing IndebtednessDate Net Working Capital”), (iii) a calculation of the aggregate amount of all Funded Debt of the Company (“Closing Transaction ExpensesDate Funded Debt”), (iv) a calculation of Cash and Cash Equivalents of the Company (“Closing Date Cash, ”) and (v) Closing Net Working Capital Adjustment Amount, and (vi) on the basis of the foregoingif applicable, a calculation of Outstanding Company Expenses not paid by Acquiror at Closing in accordance with Section 2.6 (“Additional Outstanding Company Expenses”), in each case, calculated as of the close of business on the Business Day immediately preceding the Closing Purchase Price (together with the calculations referred to in clauses (i) through (v) above, the “Final Closing Statement”)Date. The Closing Date Net Working Capital, Closing Indebtedness and Closing Cash Capital shall be prepared in accordance with GAAP and the defined terms used in this Section 2.06(a); provided, however, that the Final Closing Statement Annex B (and without any amounts change in any reserves, or introduction of any new reserves, from the reserves included therein) shall not give effect to any act or omission by Buyer or any of its Subsidiaries or in the Company taken after the Reference Time or reflect any payments of cash in respect calculation of the Purchase Price, or any financing transactions in connection therewith or reflect any expense or liability for which Buyer is responsible under this AgreementEstimated Closing Statement). For the avoidance If Acquiror’s calculation of doubt, neither Section 2.04 nor this Section 2.06 is intended to be used to adjust the Closing Purchase Price for errors or omissions, under GAAP or otherwise, that may be found with respect to the Financial Statements or the Target Date Net Working Capital, Closing Date Funded Debt, Closing Date Cash and Additional Outstanding Company Expenses results in a calculation of the Adjustment Amount that is a positive number, Acquiror and the Holder Representative shall immediately deliver joint written instruction to the Escrow Agent instructing the Escrow Agent to pay to each Holder an amount in cash equal to (i) the Adjustment Escrow Funds, multiplied by (ii) such Holder’s Escrow Percentage. No fact or eventIn addition, including any market or business developmentAcquiror shall pay to each Holder an amount in cash equal to (i) such Holder’s Escrow Percentage, occurring after multiplied by (ii) Acquiror’s calculation of the Adjustment Amount. If Acquiror’s calculation of Closing Date Net Working Capital, Closing Date Funded Debt, Closing Date Cash and Additional Outstanding Company Expenses results in a calculation of the Adjustment Amount that is a negative number and such calculation of the Adjustment Amount is less than the amount of the Adjustment Escrow Funds, Acquiror and the Holder Representative shall immediately deliver joint written instruction to the Escrow Agent instructing the Escrow Agent to pay to each Holder an amount in cash equal to (i) the excess of the entire Adjustment Escrow Funds over Acquiror’s calculation of the Adjustment Amount, multiplied by (ii) such Holder’s Escrow Percentage (it being understood and agreed that such payment shall not limit the rights of the Holder Representative pursuant to this Section 2.4(a)). Following the Closing, Acquiror shall provide the Holder Representative and its representatives reasonable access to the records, properties and personnel of the Company and its Subsidiaries relating to the preparation of the Closing Date, and no change in GAAP or Applicable Law after the Balance Sheet Date, and shall be taken into consideration in cause the calculations personnel of the Company and its Subsidiaries to be made pursuant to Section 2.04 or this Section 2.06. If Buyer fails to timely deliver the Final Closing Statement in accordance reasonably cooperate with the first sentence Holder Representative in connection with its review of this Section 2.06(a) within such 90-day period, then the Preliminary Closing Statement delivered by Seller to Buyer pursuant to Section 2.04 shall be deemed to be Buyer’s proposed Final Closing Statement, for all purposes hereunder, and Seller shall retain all of its rights under this Section 2.06 with respect thereto, including the right to dispute the calculations set forth therein in accordance with the provisions of this Section 2.06Balance Sheet.

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event within 90 calendar 75 days thereof, Buyer Parent shall prepare and deliver to Seller, Buyer’s calculation of the Holder Representative (i) an unaudited consolidated balance sheet of the Company and its Subsidiaries as of the close of business on the Closing Net Working CapitalDate (the “Closing Balance Sheet”), (ii) a calculation of Net Working Capital as of the close of business on the Closing IndebtednessDate (“Closing Date Net Working Capital”), (iii) Closing Transaction Expenses, (iv) Closing Cash, (v) Closing Net Working Capital Adjustment Amount, and (vi) on the basis of the foregoing, a calculation of the aggregate amount of all Indebtedness of the Company as of the close of business on the Closing Purchase Price Date (together with “Closing Date Indebtedness”) and (iv) a calculation of Cash and Cash Equivalents of the calculations referred to in clauses Company as of the close of business on the Closing Date (i) through (v) above, the “Final Closing StatementDate Cash”). The Closing Balance Sheet and calculation of Closing Date Net Working Capital, Closing Indebtedness and Closing Cash Capital shall be prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”), applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used by the defined terms used Company in this Section 2.06(a); provided, however, that the Final Closing Statement (preparation of the 2014 Financial Statements and any amounts included therein) shall not give effect to any act or omission by Buyer or taking into account any of its Subsidiaries or the Company taken after transactions contemplated hereby. Notwithstanding the Reference Time or reflect any payments foregoing, for purposes of cash in respect of the Purchase Price, or any financing transactions in connection therewith or reflect any expense or liability for which Buyer is responsible under this Agreement. For the avoidance of doubt, neither Section 2.04 nor this Section 2.06 is intended to be used to adjust the calculating Closing Purchase Price for errors or omissions, under GAAP or otherwise, that may be found with respect to the Financial Statements or the Target Date Net Working Capital, current assets shall exclude any inventory SKU that has not been sold within the last 12 months and is not returnable, net of any inventory reserve. No fact or event, including any market or business development, occurring after Following Parent’s delivery of the Closing DateBalance Sheet, Parent shall provide the Holder Representative and no change in GAAP or Applicable Law after its representatives reasonable access to the relevant records, personnel and (subject to the execution of customary work paper access letters if requested) accountants of the Surviving Corporation and its Subsidiaries relating to the preparation of the Closing Balance Sheet Dateand shall cause the relevant knowledgeable personnel of the Surviving Corporation and its Subsidiaries to reasonably cooperate with the Holder Representative in connection with its review of the Closing Balance Sheet, it being understood that such access shall be taken into consideration in provided and cooperation given only when the calculations Holder Representative is reviewing the Closing Balance Sheet. The Auditor shall resolve any dispute between Parent and the Holder Representative as to be made pursuant to Section 2.04 or this Section 2.06. If Buyer fails to timely deliver the Final Closing Statement in accordance with the first sentence of this Section 2.06(a) within such 90-day period, then the Preliminary Closing Statement delivered by Seller to Buyer pursuant to Section 2.04 shall be deemed to be Buyer’s proposed Final Closing Statement, for all purposes hereunder, whether appropriate access has been provided and Seller shall retain all of its rights cooperation given under this Section 2.06 with respect thereto, including the right to dispute the calculations set forth therein in accordance with the provisions of this Section 2.063.5(a).

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event within 90 forty-five (45) calendar days thereof, Buyer shall prepare and deliver deliver, or cause to Sellerbe prepared and delivered, Buyer’s calculation of to the Holder Representative (i) an unaudited consolidated balance sheet of the Company and its Subsidiaries (the “Closing Net Working CapitalBalance Sheet”), (ii) a calculation of Net Working Capital (“Closing IndebtednessDate Net Working Capital”), (iii) a calculation of the aggregate amount of all Funded Debt of the Company (“Closing Transaction ExpensesDate Funded Debt”), (iv) a calculation of Cash of the Company (“Closing Date Cash”), (v) Closing Net Working Capital Adjustment Amount, and (vi) on the basis of the foregoing, a calculation of the Company Transaction Expenses to the extent not paid prior to the Closing Purchase Price (together with “Closing Date Company Transaction Expenses”), (vi) the calculations referred to in clauses Closing Date Net Working Capital Adjustment, (ivii) through a recalculation of the Estimated Gross Merger Consideration using Closing Date Funded Debt instead of Estimated Closing Date Funded Debt, Closing Date Cash instead of Estimated Closing Date Cash, Closing Date Company Transaction Expenses instead of Estimated Closing Date Company Transaction Expenses and Closing Date Net Working Capital instead of Estimated Closing Date Net Working Capital (v) above, the “Final Closing StatementGross Merger Consideration”). The , and (viii) a recalculation of the Estimated Net Merger Consideration using Closing Date Funded Debt instead of Estimated Closing Date Funded Debt, Closing Date Cash instead of Estimated Closing Date Cash, Closing Date Company Transaction Expenses instead of Estimated Closing Date Company Transaction Expenses and Closing Date Net Working CapitalCapital instead of Estimated Closing Date Net Working Capital (the “Final Net Merger Consideration”), in each case, calculated as of 11:59 P.M. Eastern Prevailing Time on the Business Day immediately prior to the Closing Indebtedness and Closing Cash shall be prepared in accordance with GAAP and the defined terms used Date consistent (except as provided in this Section 2.06(a3.4(a); provided, however, that the Final Closing Statement (and any amounts included therein) shall not give effect to any act or omission by Buyer or any of its Subsidiaries or the Company taken after the Reference Time or reflect any payments of cash in respect of the Purchase Price, or any financing transactions in connection therewith or reflect any expense or liability for which Buyer is responsible under this Agreement. For the avoidance of doubt, neither Section 2.04 nor this Section 2.06 is intended to be used to adjust the Closing Purchase Price for errors or omissions, under GAAP or otherwise, that may be found with respect to the Financial Statements or the Target Net Working Capital. No fact or event, including any market or business development, occurring after the Closing Date, and no change in GAAP or Applicable Law after the Balance Sheet Date, shall be taken into consideration in the calculations to be made pursuant to Section 2.04 or this Section 2.06. If Buyer fails to timely deliver the Final Closing Statement in accordance with the first sentence of this Section 2.06(a) within such 90-day period, then the Preliminary Closing Statement delivered by Seller to Buyer pursuant to Section 2.04 shall be deemed to be Buyer’s proposed Final Closing Statement, for all purposes hereunder, and Seller shall retain all of its rights under this Section 2.06 with respect thereto, including the right to dispute the calculations set forth therein in accordance with the provisions of this Section 2.06.)

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event (i) within 90 calendar sixty (60) days thereofthereof if the Closing Date is on the last day of a month or (ii) within ninety (90) days thereof otherwise, Buyer Newco shall prepare and deliver to Seller, Buyer’s calculation of the Holder Representative (iA) Closing Net Working Capital, (ii) Closing Indebtedness, (iii) Closing Transaction Expenses, (iv) Closing Cash, (v) Closing Net Working Capital Adjustment Amount, and (vi) on the basis an unaudited consolidated balance sheet of the foregoing, a calculation of the Closing Purchase Price Company and its Subsidiaries (together with the calculations referred to in clauses (i) through (v) above, the “Final Closing Balance Sheet”), and (B) a reasonably detailed statement (the “Closing Statement”). The ) setting forth Newco’s calculations of: (w) Net Working Capital as of 11:59 p.m. (Eastern time) on the day immediately prior to the Closing Date (“Closing Date Net Working Capital”), (x) the aggregate amount of all Funded Debt of the Company as of immediately prior to the Closing Indebtedness on the Closing Date (“Closing Date Funded Debt”), (y) the aggregate Cash of the Company as of immediately prior to the Closing on the Closing Date not to exceed $3,000,000 (“Closing Date Cash”), and (z) the aggregate amount of Transaction Expenses as of immediately prior to the Closing Cash on the Closing Date (the “Closing Transaction Expenses”), in each case, calculated consistent (except as provided in this Section 3.4(a)) with the Accounting Principles. The Final Closing Balance Sheet shall be prepared in accordance with GAAP and using the defined terms used in this Section 2.06(a)Accounting Principles; provided, however, however that (I) the Final Closing Statement (and any amounts included therein) Balance Sheet shall not give effect to any act or omission by Buyer or any the consummation of its Subsidiaries or the Company taken after the Reference Time or reflect Mergers, including any payments of cash in respect of the Purchase Price, Merger Consideration or any financing Financing transactions in connection therewith or, after the Concrete Effective Time, any other action or omission by Newco, the Surviving Corporation or any of its Subsidiaries that is not in the ordinary course of business consistent with past practice, (II) the treatment of leases as capital leases or operating leases shall be identical to their treatment in the Interim Balance Sheet, and (III) the Final Closing Balance Sheet shall not reflect any expense or liability for which Buyer Newco is responsible under this Agreement. For the avoidance of doubt, neither Section 2.04 nor this Section 2.06 is intended to be used to adjust From the Closing Purchase Price for errors or omissions, under GAAP or otherwise, that may be found with respect to Date through the Financial Statements or final determination and payment of the Target Net Working Capital. No fact or event, including any market or business development, occurring after the Closing Date, and no change in GAAP or Applicable Law after the Balance Sheet Date, shall be taken into consideration in the calculations to be made Merger Consideration pursuant to Section 2.04 or this Section 2.06. If Buyer fails 3.4, Newco shall provide the Holder Representative and its representatives reasonable access (during normal business hours and upon reasonable advance notice and at the sole cost and expense of the Holder Representative) to timely deliver the Final records, properties, personnel and (subject to the execution of customary work paper access letters if requested) auditors of the Company and its Subsidiaries relating to the preparation of the Closing Statement in accordance Balance Sheet and shall cause the personnel of the Company and its Subsidiaries to cooperate as promptly as practicable with the first sentence Holder Representative in connection with its review of this Section 2.06(athe Closing Balance Sheet; provided, however, that Newco shall not be required to provide any information the disclosure of which would violate applicable Law (including competition or antitrust Law) within (provided, that Newco shall use commercially reasonable efforts to make alternative arrangements to permit such 90-day perioddisclosure in a manner consistent with applicable Law) or which would, then based on the Preliminary Closing Statement delivered by Seller advice of counsel, result in the waiver of attorney client privilege (provided, that Newco and the Holder Representative shall cooperate to Buyer pursuant to Section 2.04 shall be deemed to be Buyer’s proposed Final Closing Statement, for all purposes hereunder, and Seller shall retain all of its rights under this Section 2.06 with respect thereto, including the right to dispute the calculations set forth therein permit such disclosure in accordance a manner consistent with the provisions preservation of this Section 2.06such privilege).

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event within 90 seventy-five (75) calendar days thereof, Buyer Acquiror shall prepare and deliver to Seller, Buyer’s the Holder Representative a calculation of (i) the Closing Date Net Working Capital, (ii) the Closing IndebtednessDate Funded Debt Amount, (iii) the Closing Transaction Expenses, Date Cash Amount and (iv) Closing Cash, (v) Closing Net Working Capital Adjustment Amount, and (vi) on the basis of the foregoing, a calculation of the Closing Purchase Price Date Outstanding Company Expenses (together with the calculations referred to in clauses (i) through (v) above, the “Final Post-Closing Statement”). The If Acquiror’s calculation of the Closing Date Net Working Capital, the Closing Indebtedness and Date Funded Debt Amount, the Closing Date Cash shall be prepared in accordance with GAAP Amount and the defined terms used Closing Date Outstanding Company Expenses results in this Section 2.06(a); provided, however, that the Final Closing Statement (and any amounts included therein) shall not give effect to any act or omission by Buyer or any of its Subsidiaries or the Company taken after the Reference Time or reflect any payments of cash in respect a calculation of the Purchase PriceAdjustment Amount that is a positive number, or any financing transactions (i) Acquiror and the Holder Representative shall immediately deliver joint written instruction to the Escrow Agent instructing the Escrow Agent to pay to each Holder an amount in connection therewith or reflect any expense or liability for which Buyer is responsible under this Agreementcash equal to (A) the Adjustment Escrow Funds, multiplied by (B) such Holder’s Escrow Percentage, and (ii) Acquiror shall pay to each Holder an amount in cash equal to (x) such Holder’s Escrow Percentage, multiplied by (y) Acquiror’s calculation of the Adjustment Amount. For the avoidance If Acquiror’s calculation of doubt, neither Section 2.04 nor this Section 2.06 is intended to be used to adjust the Closing Purchase Price for errors or omissions, under GAAP or otherwise, that may be found with respect to the Financial Statements or the Target Date Net Working Capital. No fact or event, including any market or business development, occurring after the Closing DateDate Funded Debt Amount, the Closing Date Cash Amount and the Closing Date Outstanding Company Expenses results in a calculation of the Adjustment Amount that is a negative number and the absolute value of such calculation of the Adjustment Amount is less than the amount of the Adjustment Escrow Funds, Acquiror and the Holder Representative shall immediately deliver joint written instruction to the Escrow Agent instructing the Escrow Agent to pay to each Holder an amount in cash equal to (i) the excess of the entire Adjustment Escrow Funds over Acquiror’s calculation of the Adjustment Amount, multiplied by (ii) such Holder’s Escrow Percentage (it being understood and agreed that such payment shall not limit the rights of the Holder Representative pursuant to this Section 3.4). Following the Closing, Acquiror shall provide the Holder Representative and its representatives access to the records, properties and personnel of the Company and the Company Subsidiaries relating to the preparation of the Post-Closing Statement and the calculation of the Closing Date Net Working Capital, the Closing Date Funded Debt Amount, the Closing Date Cash Amount and the Closing Date Outstanding Company Expenses, and no change shall cause the personnel of the Company and the Company Subsidiaries to cooperate with the Holder Representative in GAAP or Applicable Law after connection with its review of the Balance Sheet Date, shall be taken into consideration in the calculations to be made pursuant to Section 2.04 or this Section 2.06. If Buyer fails to timely deliver the Final Post-Closing Statement in accordance with the first sentence of this Section 2.06(a) within and such 90-day period, then the Preliminary Closing Statement delivered by Seller to Buyer pursuant to Section 2.04 shall be deemed to be Buyer’s proposed Final Closing Statement, for all purposes hereunder, and Seller shall retain all of its rights under this Section 2.06 with respect thereto, including the right to dispute the calculations set forth therein in accordance with the provisions of this Section 2.06calculations.

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event within 90 calendar ninety (90) days thereof, Buyer Acquiror shall prepare and deliver to Seller, Buyerthe Holder Representative a statement (the “Closing Statement”) setting forth Acquiror’s good faith calculation of (i) Net Working Capital (“Closing Date Net Working Capital”), (ii) Funded Debt (“Closing IndebtednessDate Funded Debt”), (iii) Cash (“Closing Transaction ExpensesDate Cash”), and (iv) Outstanding Company Expenses (“Closing CashDate Outstanding Company Expenses”), (v) Closing in each case, as of Calculation Time, and the calculation of the Final Net Working Capital Adjustment Amount, Amount and (vi) the Final Merger Consideration based on the basis of foregoing and the 2023 EBITDA Adjustment Amount; provided, however, notwithstanding the foregoing, a calculation the amount of the Estimated Accrued Income Taxes shall be calculated as set forth in the definition thereof. Closing Purchase Price (together with the calculations referred to in clauses (i) through (v) above, the “Final Closing Statement”). The Closing Date Net Working Capital, Closing Indebtedness Date Funded Debt, Closing Date Cash and Closing Cash Date Outstanding Company Expenses shall be prepared calculated, in accordance with GAAP this Agreement without giving effect to the transactions contemplated by this Agreement, and the defined terms used determination of any items included in this Section 2.06(a)the Closing Statement shall be based on facts, circumstances and information available to Acquiror as of the date on which the Closing Statement is delivered by Acquiror to the Holder Representative with regards to conditions that existed as of the Calculation Time in accordance with Financial Accounting Standards Board Accounting Standard Codifications Topic 855, Subsequent events; provided, however, that the Final Closing Statement (and any amounts included therein) shall not give effect to any act or omission by Buyer or any of its Subsidiaries or the Company taken after the Reference Time or reflect any payments of cash in respect of the Purchase Pricethat, or any financing transactions in connection therewith or reflect any expense or liability for which Buyer is responsible under this Agreement. For the avoidance of doubt, neither Section 2.04 nor the calculation of the amount of the Estimated Accrued Income Taxes shall be calculated as set forth in the definition thereof. The parties hereto acknowledge and agree that the purpose of preparing and calculating the Closing Date Net Working Capital, Closing Date Funded Debt, Closing Date Cash and Closing Date Outstanding Company Expenses hereunder is to measure changes from the Estimated Net Working Capital, Estimated Funded Debt, Estimated Cash and Estimated Outstanding Company Expenses without the introduction or application of new or different accounting methods, policies, practices, procedures, classifications, judgments or estimation methodologies. With respect to each item included in the Closing Statement, Acquiror shall provide all relevant supporting documentation, including underlying schedules, calculations and spreadsheets. Following the delivery of the Closing Statement (or if Acquiror does not deliver the Closing Statement, the last day on which the Closing Statement may be timely delivered pursuant to this Section 2.06 is intended 3.4(a)) and through the Determination Date, Acquiror shall provide the Holder Representative and its representatives reasonable access to all books and records, properties, personnel and (subject to the execution of customary work paper access letters, if requested) workpapers and auditors of the Company and its Subsidiaries relating to the preparation of the Closing Statement and shall direct the then-current and former personnel of the Company and its Subsidiaries to cooperate with the Holder Representative and its representatives in connection with its review of the Closing Statement and the resolution of any disputes contemplated by Section 3.4(b). If Acquiror fails for any reason to deliver the Closing Statement within the time period required by this Section 3.4(a), then the Estimated Closing Statement (and the calculations contained therein) shall be considered for all purposes of this Agreement to be used to adjust the Closing Purchase Price for errors or omissionsStatement, under GAAP or otherwise, that may be found with respect to which the Financial Statements or the Target Net Working Capital. No fact or event, including any market or business development, occurring after the Closing Date, and no change in GAAP or Applicable Law after the Balance Sheet Date, Holder Representative shall be taken into consideration in the calculations to be made pursuant to Section 2.04 or this Section 2.06. If Buyer fails to timely deliver the Final Closing Statement in accordance with the first sentence of this Section 2.06(a) within such 90-day period, then the Preliminary Closing Statement delivered by Seller to Buyer pursuant to Section 2.04 shall be deemed to be Buyer’s proposed Final Closing Statement, for all purposes hereunder, and Seller shall retain have all of its rights under this Section 2.06 with respect thereto3.4, including the right to dispute the calculations set forth therein in accordance with the provisions of this Section 2.063.4(b). Without the prior written consent of the Holder Representative, Acquiror may not amend or modify the Closing Statement following its delivery to the Holder Representative.

Adjustment Amount. (a) As soon Prior to the Closing, the Company shall engage KPMG LLP ("KPMG"), with the expense shared equally between the Sellers and the Buyer, to perform an audit of the Company's balance sheet prepared by the Company as reasonably practicable following of September 30, 2002. In order to complete such an audit, the Closing DateSellers, Buyer and in any event the Company shall cooperate with each other, including, without limitation, making available and providing reasonable access to the premises, books and records and employees of the Company. Following the completion of such audit, which the parties thereto shall cause the Company to use its Best Efforts to complete within 90 forty-five (45) calendar days thereof, Buyer shall prepare and deliver to Seller, Buyer’s calculation of (i) Closing Net Working Capital, (ii) Closing Indebtedness, (iii) Closing Transaction Expenses, (iv) Closing Cash, (v) Closing Net Working Capital Adjustment Amount, and (vi) on the basis of the foregoing, a calculation of the Closing Purchase Price (together with the calculations referred to in clauses (i) through (v) above, the “Final Closing Statement”). The Closing Net Working Capital, Closing Indebtedness and Closing Cash shall be prepared in accordance with GAAP and the defined terms used in this Section 2.06(a); provided, however, that the Final Closing Statement (and any amounts included therein) shall not give effect to any act or omission by Buyer or any of its Subsidiaries or the Company taken after the Reference Time or reflect any payments of cash in respect of the Purchase Price, or any financing transactions in connection therewith or reflect any expense or liability for which Buyer is responsible under this Agreement. For the avoidance of doubt, neither Section 2.04 nor this Section 2.06 is intended to be used to adjust the Closing Purchase Price for errors or omissions, under GAAP or otherwise, that may be found with respect to the Financial Statements or the Target Net Working Capital. No fact or event, including any market or business development, occurring after the Closing Date, the Company shall deliver to the Sellers and no change in GAAP or Applicable Law after the Balance Sheet DateBuyer (i) a true and complete copy of the balance sheet as of September 30, shall be taken into consideration in 2002 and reflecting all audit adjustments which KPMG deems appropriate to present the calculations to be made pursuant to Section 2.04 or this Section 2.06. If Buyer fails to timely deliver financial condition of the Final Closing Statement Company in accordance with GAAP as of September 30, 2002 (the first sentence "Closing Balance Sheet"), and (ii) a schedule computing the Adjustment Amount (as defined in Section 2.5(b)) based upon the Closing Balance Sheet. The Company shall permit the Sellers and the Buyer to review all work papers and computations used by KPMG in auditing the Closing Balance Sheet and preparing the schedule computing the Adjustment Amount. Within fifteen (15) calendar days following the date of delivery of such Closing Balance Sheet to the Sellers and the Buyer, the Sellers and the Buyer shall either accept the Closing Balance Sheet and the Adjustment Amount based thereon (which acceptance shall effect a "Final Determination", as hereinafter defined) or propose adjustments thereto. In the event the Buyer and the Sellers fail to agree on all of the adjustments proposed within ten (10) Business Days thereafter, the parties shall request Ernst & Young LLP or, in the event that such firm is unavailable to accept this Section 2.06(aassignment, such other recognized firm of auditors as the parties mutually agree (the "Final Auditor") within such 90-day periodto prepare and deliver to the Buyer and the Sellers a final determination of the Adjustment Amount (the "Final Determination") adjusting only items in dispute between the Buyer and the Sellers, then the Preliminary Closing Statement delivered by Seller to Buyer pursuant to Section 2.04 which Final Determination shall be deemed to binding upon the Buyer and the Sellers. The services of the Final Auditor shall be Buyer’s proposed paid for equally by the Buyer and the Sellers unless the Final Closing StatementAuditor resolves all disputed items in favor of one party, for in which case all purposes hereunder, fees and Seller expenses of the Final Auditor shall retain all of its rights under this Section 2.06 with respect thereto, including be paid by the right to dispute the calculations set forth therein in accordance with the provisions of this Section 2.06other party.

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event within 90 one hundred twenty (120) calendar days thereof, Buyer Purchaser shall prepare and deliver to Seller, Buyer’s the Holders’ Representative a calculation of (i) the Closing Date Net Working Capital, (ii) the Closing IndebtednessDate Funded Debt Amount, (iii) the Closing Transaction Expenses, Date Cash Amount and (iv) Closing Cash, (v) Closing Net Working Capital Adjustment Amount, and (vi) on the basis of the foregoing, a calculation of the Closing Purchase Price Date Outstanding Company Expenses (together with the calculations referred to in clauses (i) through (v) above, the “Final Post-Closing Statement”). The If Purchaser’s calculation of the Closing Date Net Working Capital, the Closing Indebtedness and Date Funded Debt Amount, the Closing Date Cash shall be prepared in accordance with GAAP Amount and the defined terms used Closing Date Outstanding Company Expenses results in this Section 2.06(a); provided, however, that the Final Closing Statement (and any amounts included therein) shall not give effect to any act or omission by Buyer or any of its Subsidiaries or the Company taken after the Reference Time or reflect any payments of cash in respect a calculation of the Purchase PriceAdjustment Amount that is a positive number, or any financing transactions (i) Purchaser and the Holders’ Representative shall immediately deliver joint written instruction to the Escrow Agent instructing the Escrow Agent to pay to the Seller an amount in connection therewith or reflect any expense or liability for which Buyer is responsible under this Agreementcash equal to the Adjustment Escrow Funds and (ii) Purchaser shall pay to the Seller an amount in cash equal to Purchaser’s calculation of the Adjustment Amount. For the avoidance If Purchaser’s calculation of doubt, neither Section 2.04 nor this Section 2.06 is intended to be used to adjust the Closing Purchase Price for errors or omissions, under GAAP or otherwise, that may be found with respect to the Financial Statements or the Target Date Net Working Capital. No fact or event, including any market or business development, occurring after the Closing DateDate Funded Debt Amount, the Closing Date Cash Amount and no change the Closing Date Outstanding Company Expenses results in GAAP or Applicable Law after a calculation of the Balance Sheet DateAdjustment Amount that is a negative number and the absolute value of such calculation of the Adjustment Amount is less than the amount of the Adjustment Escrow Funds, Purchaser and the Holders’ Representative shall be taken into consideration immediately deliver joint written instruction to the Escrow Agent instructing the Escrow Agent to pay to the Seller an amount in cash equal to the calculations to be made pursuant to Section 2.04 or this Section 2.06excess of the entire Adjustment Escrow Funds over the absolute value of Purchaser’s calculation of the Adjustment Amount. If Buyer fails to timely deliver Following the Final Closing Statement in accordance with delivery of the first sentence of this Section 2.06(a) within such 90Post-day period, then the Preliminary Closing Statement delivered by Seller to Buyer pursuant to Section 2.04 shall be deemed to be Buyer’s proposed Final Closing Statement, for all purposes hereunderPurchaser shall provide the Holders’ Representative and his representatives access to the records, properties and personnel of the Company and the Company Subsidiary relating to the preparation of the Post-Closing Statement and the calculation of the Closing Date Net Working Capital, the Closing Date Funded Debt Amount, the Closing Date Cash Amount and the Closing Date Outstanding Company Expenses, and Seller shall retain all cause the personnel of its rights under this Section 2.06 with respect thereto, including the right Company to dispute the calculations set forth therein in accordance cooperate with the provisions Holders’ Representative in connection with the Holders’ Representative’s review of this Section 2.06the Post-Closing Statement and such calculations.

Adjustment Amount. (a) As soon as reasonably practicable following Not less than five (5) Business Days prior to the Closing Date and in no event more than ten (10) Business Days prior to the Closing Date, and in any event within 90 calendar days thereof, Buyer Seller shall prepare and deliver to Seller, Buyer’s calculation of Buyer a written statement (the “Preliminary Closing Statement”) setting forth (i) its good faith estimate of (A) the Net Working Capital as of the Effective Time (the “Estimated Closing Date Net Working Capital”), (B) the aggregate amount of all Funded Debt as of the Effective Time (the “Estimated Closing Date Funded Debt”), (C) the aggregate amount of all Cash as of the Effective Time (the “Estimated Closing Date Cash”) and (D) the Unpaid Company Transaction Expenses (the “Estimated Unpaid Company Transaction Expenses”) and (ii) Closing Indebtedness, (iii) Closing Transaction Expenses, (iv) Closing Cash, (v) Closing its calculation of the Estimated Net Working Capital Adjustment Amount, and (vi) . The calculations included in the Preliminary Closing Statement shall be prepared on the a basis of the foregoing, a calculation of the Closing Purchase Price (together consistent with the calculations referred to in clauses Accounting Principles (i) through (v) above, the “Final Closing Statement”it being acknowledged that certain amounts thereon shall be estimates). The Preliminary Closing Net Working Capital, Closing Indebtedness and Closing Cash Statement shall be prepared accompanied by reasonable supporting detail (including reasonable supporting calculations). Following the delivery of the Preliminary Closing Statement, Seller shall, and shall cause its Subsidiaries (including the Precoat Subsidiaries) to, provide Buyer and its Representatives reasonable access (during normal business hours and at mutually agreeable dates) to the personnel and (subject to the execution of customary work paper access letters if requested by) auditors or accountants of Seller and its Subsidiaries (including the Precoat Subsidiaries) relating to the preparation of the Preliminary Closing Statement and shall cause the personnel of Seller and its Subsidiaries (including the Precoat Subsidiaries) to reasonably cooperate with Buyer and its Representatives in accordance connection with GAAP their review of the Preliminary Closing Statement and the defined terms used consider in this Section 2.06(a)good faith any changes Buyer recommends; provided, however, that if the Final Closing Statement (and parties are unable to agree upon any amounts included matter set forth therein) shall not give effect to any act or omission by Buyer or any of its Subsidiaries or , the Company taken after the Reference Time or reflect any payments of cash amount reflected in respect of the Purchase Price, or any financing transactions in connection therewith or reflect any expense or liability for which Buyer is responsible under this Agreement. For the avoidance of doubt, neither Section 2.04 nor this Section 2.06 is intended to be used to adjust the Closing Purchase Price for errors or omissions, under GAAP or otherwise, that may be found with respect to the Financial Statements or the Target Net Working Capital. No fact or event, including any market or business development, occurring after the Closing Date, and no change in GAAP or Applicable Law after the Balance Sheet Date, shall be taken into consideration in the calculations to be made pursuant to Section 2.04 or this Section 2.06. If Buyer fails to timely deliver the Final Closing Statement in accordance with the first sentence of this Section 2.06(a) within such 90-day period, then the Preliminary Closing Statement delivered by Seller to Buyer pursuant to Section 2.04 shall be deemed to be Buyer’s proposed Final Closing Statement, used for all purposes hereunder, and Seller shall retain all calculation of its rights under this Section 2.06 with respect thereto, including the right to dispute the calculations set forth therein in accordance with the provisions of this Section 2.06Consideration payable at Closing.

Adjustment Amount. (a) As soon as Not less than three (3) Business Days prior to the Closing Date and in no event more than ten (10) Business Days prior to the Closing Date, Seller shall deliver to Buyer a written statement (the “Estimated Closing Statement”) setting forth (i) Seller’s good faith estimate of (A) the Closing Date Net Working Capital (the “Estimated Closing Date Net Working Capital”), (B) Closing Date Indebtedness, including the Aggregate Reserved Amount (the “Estimated Closing Date Indebtedness”), (C) Closing Date Cash (the “Estimated Closing Date Cash”), and (D) Closing Date Transaction Expenses (the “Estimated Closing Date Transaction Expenses”) and (ii) its calculation of the Estimated Working Capital Adjustment Amount. Seller shall provide Buyer a reasonable level of supporting documentation for the Estimated Closing Statement and the calculation thereof and any additional information reasonably practicable following requested by Buyer and related thereto. If Buyer objects to the Estimated Closing Statement or the calculation thereof, Buyer shall deliver written notice of such objection to Seller no later than two (2) Business Days prior to the Closing Date, and in any event within 90 calendar days thereof, Buyer shall prepare and deliver to Seller, Buyer’s calculation of (i) Closing Net Working Capital, (ii) Closing Indebtedness, (iii) Closing Transaction Expenses, (iv) Closing Cash, (v) Closing Net Working Capital Adjustment Amount, and (vi) on the basis of the foregoing, a calculation of the Closing Purchase Price (together Seller consult with the calculations referred to in clauses (i) through (v) above, the “Final Closing Statement”). The Closing Net Working Capital, Closing Indebtedness and Closing Cash shall be prepared in accordance with GAAP and the defined terms used in this Section 2.06(a); provided, however, that the Final Closing Statement (and any amounts included therein) shall not give effect to any act or omission by Buyer or any of its Subsidiaries or the Company taken after the Reference Time or reflect any payments of cash in respect of the Purchase Price, or any financing transactions in connection therewith or reflect any expense or liability for which Buyer is responsible under this Agreement. For the avoidance of doubt, neither Section 2.04 nor this Section 2.06 is intended to be used to adjust the Closing Purchase Price for errors or omissions, under GAAP or otherwise, that may be found one another with respect to the Financial Statements or the Target Net Working Capital. No fact or event, including any market or business development, occurring after the Closing DateBuyer’s objections set forth in such objection notice, and no change in GAAP or Applicable Law after Seller shall revise the Balance Sheet Date, shall be taken into consideration in Estimated Closing Statement and the calculations calculation thereof to be made pursuant reflect any revisions mutually agreed upon by Buyer and Seller prior to Section 2.04 or this Section 2.06the Closing. If Buyer fails to does not timely deliver such objection notice or, if Buyer timely delivers such objection notice, to the Final extent Buyer and Seller fail to resolve any of Buyer’s objections, the Estimated Closing Statement in accordance with and the calculation thereof as originally delivered by Seller pursuant to the first sentence of this Section 2.06(a2.05(a) within such 90-day period, then the Preliminary Closing Statement delivered by Seller to Buyer pursuant to Section 2.04 shall be deemed to be Buyer’s proposed Final Closing Statement, for all purposes hereunder, and Seller shall retain all of its rights under this Section 2.06 with respect thereto, including the right to dispute the calculations set forth therein in accordance with the provisions of this Section 2.06control.

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event within 90 seventy-five (75) calendar days following the date thereof, Buyer Parent shall prepare and deliver to Seller, Buyer’s calculation of Seller Representative a schedule (ithe “Adjustment Schedule”) Closing Net Working Capital, (ii) Closing Indebtedness, (iii) Closing Transaction Expenses, (iv) Closing Cash, (v) Closing Net Working Capital Adjustment Amount, and (vi) on the basis of the foregoing, setting forth a calculation of the Closing final Aggregate Purchase Price and each of the components thereof (together with including the calculations referred to PlasChem Net Indebtedness) and attach reasonable documentation supporting Parent’s calculations. In the event Parent does not deliver the Adjustment Schedule within the seventy-five (75) day period specified in clauses the immediately preceding sentence, at Seller Representative’s election, either (i) through the Closing Aggregate Purchase Price shall become final and binding upon the parties hereto or (vii) aboveParent shall continue to be obligated to deliver the Adjustment Schedule. Parent shall afford, and cause the Surviving Company and its Subsidiaries to afford, Seller Representative and its Representatives reasonable access to the work papers and other books and records (including Tax records) of Parent, the Surviving Blocker, the Surviving Company and their respective Subsidiaries for purposes of assisting Seller Representative and its Representatives in their review of the Adjustment Schedule. The Adjustment Schedule and the resulting calculation of the Aggregate Purchase Price shall become final and binding upon the parties hereto thirty (30) days following Seller Representative’s receipt of the Adjustment Schedule unless Seller Representative provides written notice of its objection (an “Objection Statement”) to Parent prior to the expiration of such thirty (30) day period. Any Objection Statement shall specify in reasonable detail the nature and amount of any disagreement so asserted, a reasonably detailed explanation of the basis thereof, and attach documentation supporting Seller Representative’s calculations. If Seller Representative shall have timely delivered an Objection Statement to Parent, Parent and Seller Representative may negotiate to resolve any objections set forth therein for a period of no more than thirty (30) days, and, if Parent and Seller Representative resolve each of Seller Representative’s objections as set forth on the Objection Statement, the Adjustment Schedule, as revised pursuant to such negotiations, shall become final and binding upon the parties hereto. If, following such thirty (30) day period, any of the objections set forth on the Objection Statement shall remain outstanding, Parent or Seller Representative may refer such disputed items for resolution by an internationally recognized independent accounting firm mutually agreeable to Parent and Seller Representative; provided that in the event that Parent and Seller Representative fail to agree thereon, the accounting firm shall be Ernst & Young LLP (such firm, the “Final Closing Independent Accountant”); provided that if Ernst & Young LLP is unwilling or unable to serve as the Independent Accountant and Seller Representative and Parent are unable to select an alternative firm within thirty (30) days after delivery of the Objection Statement”, either Parent or Seller Representative may request the American Arbitration Association appoint, within twenty (20) days from the date of such request, an internationally recognized independent accounting firm. Each of Parent and Seller Representative shall promptly provide their assertions regarding the Aggregate Purchase Price in writing to the Independent Accountant and to each other. The Independent Accountant shall be instructed to render its determination with respect to such disagreements as soon as reasonably practicable (which shall be no later than forty-five (45) days following the date on which the remaining objections are referred to the Independent Accountant). The Closing Net Working CapitalIndependent Accountant shall act as an expert and not an arbitrator and shall base its determination solely upon the written submissions of Parent and Seller Representative, Closing Indebtedness any oral advocacy by each of Parent and Closing Cash shall be prepared Seller Representative in accordance with GAAP front of the Independent Accountant and the defined terms used in applicable provisions of this Section 2.06(a); provided, however, that the Final Closing Statement Agreement (and any amounts included therein) shall not give effect to any act or omission by Buyer or any of its Subsidiaries or conduct an independent investigation). Without limiting the Company taken after foregoing, the Reference Time or reflect any payments of cash in respect of Independent Accountant will resolve the Purchase Price, or any financing transactions in connection therewith or reflect any expense or liability for which Buyer is responsible under this Agreement. For the avoidance of doubt, neither Section 2.04 nor this Section 2.06 is intended to be used to adjust the Closing Purchase Price for errors or omissions, under GAAP or otherwise, that may be found dispute with respect to each disputed component of the Financial Statements Aggregate Purchase Price by assigning a value, as determined by the Independent Accountant, to each component thereof, that is no higher than the highest amount, or lowest than the Target Net Working Capitallowest amount, claimed with respect to such item in Seller Representative’s final calculation thereof (as modified following discussions with Parent and as submitted to the Independent Accountant at the outset of the dispute resolution process with a copy to Parent) or Parent’s final calculation thereof (as modified following discussions with Seller Representative and as submitted to the Independent Accountant at the outset of the dispute resolution process with a copy to Seller Representative), as applicable. No fact or eventThe determination of the Independent Accountant shall be final, including any market or business development, occurring after conclusive and binding on the Closing Dateparties hereto, and no change in GAAP such Person shall seek further recourse from any other Person or Applicable Law after Governmental Entity other than to enforce the Balance Sheet Datedetermination of the Independent Accountant. All fees and expenses of the Independent Accountant relating to the work, if any, to be performed by the Independent Accountant hereunder shall be taken into consideration in borne by the calculations Selling Equityholders on the one hand, and Parent on the other hand, based on the percentage that the portion of the contested amount not awarded to be made pursuant each party bears to Section 2.04 or this Section 2.06. If Buyer fails to timely deliver the Final Closing Statement in accordance with the first sentence amount actually contested by such party and such allocation of this Section 2.06(a) within such 90-day period, then the Preliminary Closing Statement delivered by Seller to Buyer pursuant to Section 2.04 fees and expenses shall be deemed to calculated by the Independent Accountant and shall be Buyer’s proposed Final Closing Statementfinal and binding on the parties. As used herein, for all purposes hereunder, and Seller shall retain all of its rights under this Section 2.06 with respect thereto, including the right to dispute the calculations set forth therein in accordance with the provisions of this Section 2.06.“

Adjustment Amount. (a) As soon as reasonably practicable following Not less than five (5) Business Days prior to the Closing Date and in no event more than ten (10) Business Days prior to the Closing Date, and in any event within 90 calendar days thereof, Buyer Seller shall prepare and deliver to Seller, Buyer’s calculation of Buyer a written statement (“Estimated Closing Statement”) setting forth (i) its good faith estimate of each Purchase Price Component of the Company and all Group Companies as at the Closing Date, including its good faith estimate of (A) the Closing Date Net Working Capital (the “Estimated Closing Date Net Working Capital”), (B) the aggregate amount of all Indebtedness (the “Estimated Closing Date Indebtedness”), (C) the aggregate amount of all Cash and Cash Equivalents (the “Estimated Closing Date Cash”), and (D) the Transaction Expenses (the “Estimated Closing Date Transaction Expenses”), and (ii) Closing Indebtedness, (iii) Closing Transaction Expenses, (iv) Closing Cash, (v) Closing Net its calculation of the Estimated Working Capital Adjustment Amount, and (vi) on the basis of the foregoingin each case, a calculation of the Closing Purchase Price (together with reasonable supporting information. Seller shall prepare the calculations referred to Estimated Closing Statement in clauses (i) through (v) above, the “Final Closing Statement”). The Closing Net Working Capital, Closing Indebtedness and Closing Cash shall be prepared good faith in accordance with GAAP the Accounting Principles and in a manner consistent with the calculation set forth in the Sample Closing Statement. Seller shall provide Buyer reasonable supporting documentation for the Estimated Closing Statement and the defined terms calculation thereof and any additional information related thereto reasonably requested by Buyer. Prior to the Closing, Seller and Buyer in good faith shall seek to resolve any differences that they may have with respect to the computation of any items in the Estimated Closing Statement and Seller shall consider in good faith any revisions proposed by Buyer to the calculations set forth in the Estimated Closing Statement, and to the extent Seller agrees with any such revisions, the Estimated Closing Statement shall be modified to reflect such revisions; provided, that if the Parties are unable to resolve such differences prior to the Closing Date, the amounts reflected in the Estimated Closing Statement shall be used for purposes of calculating the Purchase Price on the Closing Date (subject in any case to the adjustments set forth in this Section 2.06(a2.04); provided, howeverfurther, that Seller acknowledges and agrees that (x) Buyer shall not be deemed to have agreed to any of the Final amounts or calculations set forth in the Estimated Closing Statement or the calculation of each Purchase Price Component therein by virtue of having proposed any revisions (whether or not accepted) pursuant to this Section 2.04(a), (y) the use of such Estimated Closing Statement (and whether it includes any amounts included thereinrevisions proposed by Buyer or not) shall not give effect in any way prejudice Buyer’s right to disagree with, dispute or change any act amount or omission Purchase Price Component in the Closing Statement delivered by Buyer pursuant to Section 2.04(b) and (z) any failure of Buyer to raise any objection or any of its Subsidiaries or the Company taken after the Reference Time or reflect any payments of cash in respect of the Purchase Price, or any financing transactions in connection therewith or reflect any expense or liability for which Buyer is responsible under this Agreement. For the avoidance of doubt, neither Section 2.04 nor this Section 2.06 is intended to be used to adjust the Closing Purchase Price for errors or omissions, under GAAP or otherwise, that may be found dispute with respect to the Financial Statements Estimated Closing Statement shall not in any way prejudice Buyer’s right to disagree with, dispute or the Target Net Working Capital. No fact change any amount or event, including any market or business development, occurring after the Closing Date, and no change in GAAP or Applicable Law after the Balance Sheet Date, shall be taken into consideration Purchase Price Component in the calculations to be made pursuant to Section 2.04 or this Section 2.06. If Buyer fails to timely deliver the Final Closing Statement in accordance with the first sentence of this Section 2.06(a) within such 90-day period, then the Preliminary Closing Statement delivered by Seller to Buyer pursuant to Section 2.04 shall be deemed to be Buyer’s proposed Final Closing Statement, for all purposes hereunder, and Seller shall retain all of its rights under this Section 2.06 with respect thereto, including the right to dispute the calculations set forth therein in accordance with the provisions of this Section 2.062.04(b).

Adjustment Amount. (a) As soon as reasonably practicable following (i) No later than five Business Days prior to the Closing Date, and in any event within 90 calendar days thereof, Buyer the Company shall prepare and deliver to Seller, Buyer’s calculation of : a statement (i) Closing Net Working Capital, (ii) Closing Indebtedness, (iii) Closing Transaction Expenses, (iv) Closing Cash, (v) Closing Net Working Capital Adjustment Amount, and (vi) on the basis of the foregoing, a calculation of the Closing Purchase Price (together with the calculations referred to in clauses (i) through (v) above, the “Final Estimated Closing Statement”) setting forth the Company’s good faith estimate of: (A) the Closing Working Capital (such estimate, “Estimated Closing Working Capital”); (B) the Closing Cash (such estimate, “Estimated Closing Cash”); (C) the Closing Indebtedness (such estimate, “Estimated Closing Indebtedness”); (D) the Closing Transaction Costs (such estimate, “Estimated Closing Transaction Costs”); (E) the Net Tax Adjustment (such estimate, “Estimated Net Tax Adjustment”); and (F) the Closing Merger Consideration. The Estimated Closing Net Working CapitalStatement shall also include instructions that identify the bank accounts designated to facilitate direct payment by Buyer of (x) the Debt Payoff Amount and (y) the Estimated Closing Transaction Costs (including any such amounts to be paid in accordance with Section 5.17), in each case, to the applicable payees on behalf of the Company Entities. The Estimated Closing Indebtedness and Closing Cash Statement shall be prepared and calculated in accordance a manner consistent with GAAP and the defined terms used applicable definitions contained in this Section 2.06(a); providedAgreement, however, that the Final Closing Statement (Sample Calculation and any amounts included therein) shall not give effect to any act or omission by Buyer or any of its Subsidiaries or the Company taken after the Reference Time or reflect any payments of cash in respect of the Purchase Price, or any financing transactions in connection therewith or reflect any expense or liability for which Buyer is responsible under this Agreement. For the avoidance of doubt, neither Section 2.04 nor this Section 2.06 is intended to be used to adjust the Closing Purchase Price for errors or omissions, under GAAP or otherwise, that may be found with respect to the Financial Statements or the Target Net Working Capital. No fact or event, including any market or business development, occurring after the Closing Date, and no change in GAAP or Applicable Law after the Balance Sheet Date, shall be taken into consideration in the calculations to be made pursuant to Section 2.04 or this Section 2.06. If Buyer fails to timely deliver the Final Closing Statement in accordance with the first sentence Accounting Principles and shall include a reasonably detailed summary of this Section 2.06(a) within the calculations made to arrive at such 90-day periodamounts. The Company shall provide to Buyer such supporting documentation in connection with the preparation and the calculation of the amounts set forth in the Estimated Closing Statement as Buyer may reasonably request, then and shall cooperate with Buyer in its review and evaluation of the Preliminary Estimated Closing Statement. The Company shall consider in good faith Buyer’s comments to the Estimated Closing Statement and shall revise the Estimated Closing Statement by no later than two Business Days prior to the Closing Date if, based on its good faith assessment of Buyer’s comments, the Company determines such changes are warranted, which revised statement and revised calculations shall become the applicable Estimated Closing Statement and the Estimated Closing Working Capital, Estimated Closing Cash, Estimated Closing Indebtedness, Estimated Closing Transaction Costs and Estimated Net Tax Adjustment reflected therein, as applicable. Estimated Closing Working Capital, Estimated Closing Cash, Estimated Closing Indebtedness, Estimated Closing Transaction Costs and Estimated Net Tax Adjustment (as set forth in the Estimated Closing Statement delivered by Seller the Company to Buyer pursuant to Section 2.04 Buyer) shall be deemed to be Buyer’s proposed Final binding on the Parties for the purposes of determining the Closing Statement, for all purposes hereunder, and Seller shall retain all of its rights under this Section 2.06 with respect thereto, including the right to dispute the calculations set forth therein in accordance with the provisions of this Section 2.06Merger Consideration.