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 45 calendar days thereof, Seller shall prepare and deliver to Buyer (i) an unaudited combined balance sheet of the Companies (the “Closing Balance Sheet”) and (ii) Seller’s good faith calculation of (A) Net Working Capital (“Closing Net Working Capital”), (B) the aggregate amount of all Indebtedness (“Closing Indebtedness”), (C) the aggregate amount of Cash of the Companies (“Closing Cash”) and (D) Transaction Expenses (“Closing Transaction Expenses”), in each case, calculated as of immediately prior to the Closing; (iii) Seller’s calculation of the Closing Net Working Capital Adjustment Amount and (iv) on the basis of the foregoing, a calculation of the Closing Purchase Price (together with the items referred to in clauses (ii) and (iii) above, the “Final Closing Statement”); provided, that any liability for Taxes included in the Final Closing Statement shall be calculated after taking into account any income Tax deductions for Transaction Expenses that are properly accrued on the Closing Date and are available to offset such Tax liability (or, to the extent such Tax deductions exceed such Tax liability, any such excess Tax deductions that the Buyer reasonably determines in good faith can be used to offset its income Tax liability; Buyer shall provide the Seller with a certificate executed by the Buyer’s Chief Financial Officer setting forth in reasonable detail the calculation of such amounts together with supporting details). The Closing Balance Sheet, Closing Net Working Capital, Closing Indebtedness and Closing Cash shall be prepared in accordance with the Accounting Principles and the definitions of the defined terms used in this Section 2.06(a); provided, however, that (x) the Final Closing Statement (and any amounts included therein) shall reflect no increase in any accrual, provision or reserve unless such increase is consistent with the Accounting Principles, (y) except as set forth in the following clause (z), the Final Closing Statement (and any amounts included therein) shall not give effect to the consummation of the transactions contemplated by this Agreement, including any payments of cash in respect of the Purchase Price, or any financing transactions in connection therewith or, after the Closing, any other action or omission by Buyer or any of the Companies and (z) the Final Closing Statement shall not reflect (I) any expense or liability for which Buyer is expressly responsible under this Agreement, other than the Accrued Employee Amounts and any Transaction Expenses, or (II) any negative Bonus Bank Amounts. Notwithstanding anything to the contrary in this Agreement, the calculations to be made pursuant to Section 2.05, and the purchase price adjustment to be made pursuant to this Section 2.06, shall be intended to give effect to the arithmetic difference between the items in the Preliminary Closing Statement and the Final Closing Statement, all of which shall be determined in accordance with the Accounting Principles without regard to any differences from GAAP. Neither Section 2.05 nor Section 2.06 is intended to be used to adjust for claims that may be made with respect to the Balance Sheet or any inconsistencies or questions of interpretation between the Balance Sheet or the Accounting Principles, on the one hand, and GAAP, on the other.

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event within 45 sixty (60) calendar days thereof, Seller Buyer shall prepare and deliver to Buyer the Holder Representative (i) an unaudited combined consolidated balance sheet of the Companies Company and its Subsidiaries (the “Closing Balance Sheet”) and ), (ii) Seller’s good faith a calculation of (A) Net Working Capital (“Closing Date Net Working Capital”), (Biii) a calculation of the aggregate amount of all Indebtedness Funded Debt of the Company (“Closing IndebtednessDate Funded Debt”), (Civ) the aggregate amount a calculation of Cash of the Companies Company (“Closing Date Cash”) and (Dv) a calculation of the Transaction Expenses (“Closing Date Transaction Expenses”), in each case, calculated as of immediately prior the Reference Time and, with respect to the Closing; calculations described in the foregoing clauses (iiiii)-(v) Seller’s calculation of (except as provided in this Section 3.4(a)), consistent with the Closing Net Working Capital Adjustment Amount and (iv) on the basis of the foregoing, a calculation of the Closing Purchase Price (together with the items referred to in clauses (ii) and (iii) above, the “Final Closing Statement”); provided, that any liability for Taxes included in the Final Closing Statement shall be calculated after taking into account any income Tax deductions for Transaction Expenses that are properly accrued on the Closing Date and are available to offset such Tax liability (or, to the extent such Tax deductions exceed such Tax liability, any such excess Tax deductions that the Buyer reasonably determines in good faith can be used to offset its income Tax liability; Buyer shall provide the Seller with a certificate executed by the Buyer’s Chief Financial Officer setting forth in reasonable detail the calculation of such amounts together with supporting details)Balance Sheet. The Closing Balance Sheet, Closing Net Working Capital, Closing Indebtedness and Closing Cash Sheet shall be prepared in accordance with the Accounting Principles and the definitions of the defined terms used GAAP applied in a manner consistent (except as provided in this Section 2.06(a3.4(a)) with the principles applied in connection with the preparation of the most recent audited balance sheet included in the Financial Statements (the “Reference Balance Sheet”); provided, however, that (x) the Final Closing Statement (and any amounts included therein) shall reflect no increase in any accrual, provision or reserve unless such increase is consistent with the Accounting Principles, (y) except as set forth in the following clause (zy), the Final Closing Statement Balance Sheet shall be prepared using the same accounting practices, policies, judgments and methodologies used in the preparation of the Reference Balance Sheet and (y) (I) the Closing Balance Sheet shall reflect no changes in reserves (regardless of whether any such reserve is recorded as an offset to a current asset’s carrying value or is included as an accrued liability in the Closing Balance Sheet) from amounts contained in the Reference Balance Sheet, other than changes therein (A) attributable to changes in facts and circumstances occurring after the date of the Reference Balance Sheet or (B) required to reflect facts as of the date of the Reference Balance Sheet, but in this clause (B) solely to extent the reserves in the Reference Balance Sheet reflected underlying errors of fact (and any amounts included therein) shall not give effect due to the consummation of the transactions contemplated by this Agreementdifferences in judgments or principles applied), including any payments of cash in respect of the Purchase Price, or any financing transactions in connection therewith or, after the Closing, any other action or omission by Buyer or any of the Companies and (zII) the Final treatment of leases as capital leases or operating leases shall be identical to their treatment in the Reference Balance Sheet, (III) the Closing Statement Balance Sheet shall not reflect (I) any expense or liability for which Buyer is expressly responsible under this Agreement, other than the Accrued Employee Amounts and any Transaction Expenses, or (IIIV) any negative Bonus Bank Amounts. Notwithstanding notwithstanding anything to the contrary in this AgreementAgreement (including the definition of Funded Debt), if the Notes are not redeemed by the Issuers on the Closing Date, for the purposes of defining and calculating the Closing Date Funded Debt, the calculations aggregate amount due and owing in respect of the Notes (or Indenture) shall be deemed to be made pursuant an amount equal only to Section 2.05(A) the aggregate principal amount of the Notes, as applicable, then outstanding, plus (B) all accrued and the purchase price adjustment to be made pursuant to this Section 2.06unpaid interest, shall be intended to give effect to the arithmetic difference between the items in the Preliminary Closing Statement and the Final Closing Statement, all of which shall be determined in accordance with the Accounting Principles without regard to any differences from GAAP. Neither Section 2.05 nor Section 2.06 is intended to be used to adjust for claims that may be made with respect to the Balance Sheet or any inconsistencies or questions of interpretation between the Balance Sheet or the Accounting Principlesif any, on the one handNotes, as applicable, then outstanding and GAAP(V) the Closing Balance Sheet shall not reflect any income Tax assets, on except that current income Tax liabilities included in the other.calculation of Closing Date Net Working Capital shall take into account and be reduced (but not below zero) by current income

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event within 45 ninety (90) calendar days thereof, Seller Buyer shall prepare and deliver to Buyer the Holder Representative a certificate of the Company’s chief executive officer setting forth (i) an unaudited combined consolidated balance sheet of the Companies Company and its Subsidiaries as of the Calculation Time (the “Closing Balance Sheet”) and ), (ii) Seller’s good faith a calculation of (A) Net Working Capital as of the Calculation Time (“Closing Date Net Working Capital”), (Biii) a calculation of the aggregate amount of all Indebtedness (“Closing Indebtedness”), (C) the aggregate amount of Cash Funded Debt of the Companies (“Closing Cash”) and (D) Transaction Expenses (“Closing Transaction Expenses”), in each case, calculated Company as of immediately prior to the Closing; Effective Time (iii) Seller’s calculation of the “Closing Net Working Capital Adjustment Amount and Date Funded Debt”), (iv) on the basis a calculation of Cash of the foregoingCompany as of the Calculation Time (“Closing Date Cash”), (v) a calculation of the unpaid Company Transaction Expenses as of immediately prior to the Effective Time (including, for the avoidance of doubt, any such amounts triggered at the Effective Time by the consummation of the Merger) (“Closing Purchase Price (together with the items referred to in clauses (iiDate Expenses”) and (iiivi) abovea calculation of the Adjustment Amount and the Final Merger Consideration resulting therefrom, consistent (except as provided in this Section 3.6(a)) with GAAP, the “Final definitions set forth in this Agreement and the Closing Statement”); provided, that any liability for Taxes included in the Final Balance Sheet. The Estimated Closing Statement shall be calculated after taking into account any income Tax deductions for Transaction Expenses that are properly accrued on Date Net Working Capital and the Closing Date and are available to offset such Tax liability (or, to the extent such Tax deductions exceed such Tax liability, any such excess Tax deductions that the Buyer reasonably determines in good faith can be used to offset its income Tax liability; Buyer shall provide the Seller with a certificate executed by the Buyer’s Chief Financial Officer setting forth in reasonable detail the calculation of such amounts together with supporting details). The Closing Balance Sheet, Closing Net Working Capital, Closing Indebtedness and Closing Cash Capital calculations shall be prepared in accordance with the Accounting Principles definition of Net Working Capital and shall include a calculation of each line item set forth on the schedule attached to the Adjustment Principles. The Estimated Closing Balance Sheet and the definitions Closing Balance Sheet shall be prepared in accordance with GAAP and, to the extent in accordance with GAAP, applied in a manner consistent with the principles applied in connection with the preparation of the defined terms used most recent audited balance sheet included in this Section 2.06(athe Financial Statements (the “Reference Balance Sheet”); provided, however, that (x) the Final Closing Statement (and any amounts included therein) shall reflect no increase in any accrual, provision or reserve unless such increase is consistent with the Accounting Principles, (y) except as set forth in the following clause (z)y) the Estimated Closing Balance Sheet and the Closing Balance Sheet shall be prepared using the same accounting practices, policies, judgments and methodologies used in the preparation of the Reference Balance Sheet (including, to the extent in accordance with GAAP, the Final methodologies used in calculating reserves therein) and (y) the Estimated Closing Statement Balance Sheet and the Closing Balance Sheet (and any amounts included thereinI) shall not give effect to the consummation of the transactions contemplated by this AgreementMerger, including any payments of cash in respect of the Purchase Price, Merger Consideration or any financing transactions in connection therewith or, after the ClosingEffective Time, any other action or omission by Buyer Buyer, the Surviving Corporation or any of its Subsidiaries that is not in the Companies ordinary course of business consistent with past practice and (zII) the Final Closing Statement shall not reflect (I) any expense or liability for which Buyer is expressly responsible under this Agreement. Following the Closing, other than Buyer shall provide the Accrued Employee Amounts Holder Representative and any Transaction Expenses, or (II) any negative Bonus Bank Amounts. Notwithstanding anything its representatives reasonable access during normal business hours and upon reasonable prior notice to the contrary 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 Balance Sheet and shall cause the personnel of the Company and its Subsidiaries to cooperate with the Holder Representative in this Agreementconnection with its review of the Closing Balance Sheet; provided, the calculations to be made pursuant to Section 2.05, that such access and the purchase price adjustment to be made pursuant to this Section 2.06, cooperation shall be intended to give effect to granted under the arithmetic difference between the items in the Preliminary Closing Statement and the Final Closing Statement, all of which condition that they shall be determined in accordance not unreasonably interfere with the Accounting Principles without regard to any differences from GAAP. Neither Section 2.05 nor Section 2.06 is intended to be used to adjust for claims that may be made with respect to business and operations of the Balance Sheet or any inconsistencies or questions of interpretation between the Balance Sheet or the Accounting Principles, on the one hand, Company and GAAP, on the otherits Subsidiaries.

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 45 calendar days thereof, Seller the Company shall prepare and deliver to Buyer Buyer: a statement (i) an unaudited combined balance sheet of the Companies (the “Estimated Closing Balance SheetStatement”) and (ii) Sellersetting forth the Company’s good faith calculation of estimate of: (A) Net the Closing Working Capital (such estimate, “Estimated Closing Net Working Capital”), ; (B) the aggregate amount of all Closing Cash (such estimate, “Estimated Closing Cash”); (C) the Closing Indebtedness (such estimate, “Estimated Closing Indebtedness”), (C) the aggregate amount of Cash of the Companies (“Closing Cash”) and ; (D) Transaction Expenses (“the Closing Transaction ExpensesCosts (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 Statement 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, calculated as of immediately prior to the Closing; (iii) Seller’s calculation applicable payees on behalf of the Closing Net Working Capital Adjustment Amount and (iv) on the basis of the foregoing, a calculation of the Closing Purchase Price (together with the items referred to in clauses (ii) and (iii) above, the “Final Closing Statement”); provided, that any liability for Taxes included in the Final Company Entities. The Estimated Closing Statement shall be prepared and calculated after taking into account any income Tax deductions for Transaction Expenses that are properly accrued on in a manner consistent with the Closing Date applicable definitions contained in this Agreement, the Sample Calculation and are available to offset such Tax liability (or, to the extent such Tax deductions exceed such Tax liability, any such excess Tax deductions that the Buyer reasonably determines in good faith can be used to offset its income Tax liability; Buyer shall provide the Seller with a certificate executed by the Buyer’s Chief Financial Officer setting forth in reasonable detail the calculation of such amounts together with supporting details). The Closing Balance Sheet, Closing Net Working Capital, Closing Indebtedness and Closing Cash shall be prepared in accordance with the Accounting Principles and the definitions shall include a reasonably detailed summary of the defined terms used calculations made to arrive at such amounts. The Company shall provide to Buyer such supporting documentation in this Section 2.06(a); provided, however, that (x) connection with the Final preparation and the calculation of the amounts set forth in the Estimated Closing Statement as Buyer may reasonably request, and shall cooperate with Buyer in its review and evaluation of the 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 (and any amounts included therein) shall reflect no increase in any accrual, provision or reserve unless such increase is consistent with the Accounting Principles, (y) except as set forth in the following clause (z), the Final Estimated Closing Statement (and any amounts included thereindelivered by the Company to Buyer) shall not give effect to the consummation of the transactions contemplated by this Agreement, including any payments of cash in respect of the Purchase Price, or any financing transactions in connection therewith or, after the Closing, any other action or omission by Buyer or any of the Companies and (z) the Final Closing Statement shall not reflect (I) any expense or liability for which Buyer is expressly responsible under this Agreement, other than the Accrued Employee Amounts and any Transaction Expenses, or (II) any negative Bonus Bank Amounts. Notwithstanding anything to the contrary in this Agreement, the calculations to be made pursuant to Section 2.05, and the purchase price adjustment to be made pursuant to this Section 2.06, shall be intended to give effect to the arithmetic difference between the items in the Preliminary Closing Statement and the Final Closing Statement, all of which shall be determined in accordance with the Accounting Principles without regard to any differences from GAAP. Neither Section 2.05 nor Section 2.06 is intended to be used to adjust for claims that may be made with respect to the Balance Sheet or any inconsistencies or questions of interpretation between the Balance Sheet or the Accounting Principles, binding on the one hand, and GAAP, on Parties for the otherpurposes of determining the Closing Merger Consideration.

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event within 45 75 calendar days thereof, Seller Buyer shall prepare and deliver to Buyer Seller (i) an unaudited combined consolidated balance sheet of the Companies Company and its Subsidiaries (the “Closing Balance Sheet”) and ), (ii) Seller’s good faith a calculation of (A) Net Working Capital (“Closing Date Net Working Capital”), (Biii) a calculation of the aggregate amount of all Indebtedness Funded Debt of the Company Group (“Closing IndebtednessDate Funded Debt”), (Civ) the aggregate amount a calculation of Cash of the Companies Company Group (“Closing Date Cash”) and (Dv) a calculation of Transaction Expenses (the “Closing Date Transaction Expenses”), in each case, calculated as of the close of business on the Business Day immediately prior to the Closing; (iii) Seller’s calculation of the Closing Net Working Capital Adjustment Amount and (iv) on the basis of the foregoing, a calculation of the Closing Purchase Price (together with the items referred to in clauses (ii) and (iii) above, the “Final Closing Statement”); provided, that any liability for Taxes included in the Final Closing Statement shall be calculated after taking into account any income Tax deductions for Transaction Expenses that are properly accrued on the Closing Date and are available to offset such Tax liability consistent (or, to the extent such Tax deductions exceed such Tax liability, any such excess Tax deductions that the Buyer reasonably determines except as provided in good faith can be used to offset its income Tax liability; Buyer shall provide the Seller with a certificate executed by the Buyer’s Chief Financial Officer setting forth in reasonable detail the calculation of such amounts together with supporting details). The Closing Balance Sheet, Closing Net Working Capital, Closing Indebtedness and Closing Cash shall be prepared in accordance with the Accounting Principles and this Section 2.4(a) or the definitions of the defined terms used in this Section 2.06(a2.4(a); provided) with the Closing Balance Sheet. The Closing Balance Sheet shall be prepared in accordance with GAAP, howeverconsistently applied without modification of the accounting principles used in the preparation thereof throughout the periods presented, except to the extent modified by the illustrative calculation of Net Working Capital and the notes thereto set forth on Schedule 2.4(a) (the “Sample Working Capital Statement”), with the further understanding that (xI) the Final Closing Statement (and any amounts included therein) Balance Sheet shall reflect no increase changes in reserves (regardless of whether any accrualsuch reserve is recorded as an offset to a Current Asset’s carrying value or is included as an accrued liability in the Closing Balance Sheet) from amounts contained in the Balance Sheet, provision or reserve unless such increase is consistent with other than changes therein attributable to changes in facts and circumstances occurring after the Accounting Principlesdate of the Balance Sheet, (yII) except as set forth in the following clause (zIII), the Final Closing Statement (and any amounts included therein) Balance Sheet shall not give effect to the consummation of the transactions contemplated by this Agreement, including any incurrence by Buyer or its Affiliates (including, after the Closing, the Company Group) of Funded Debt or other financing transactions in connection therewith, payments of cash in respect of the Purchase Price, or any financing transactions in connection therewith Price or, after the Closing, any other action or omission by Buyer or any the Company Group that is not in the ordinary course of the Companies and business consistent with past practice, (zIII) the Final Closing Statement Balance Sheet shall not reflect (I) any expense or liability for which Buyer is expressly responsible under this Agreement, other than and (IV) the Accrued Employee Amounts treatment of leases as capital leases or operating leases shall be identical to their treatment in the Balance Sheet. Following the Closing, Buyer shall, upon reasonable advance notice, provide Seller and any Transaction Expenses, or (II) any negative Bonus Bank Amounts. Notwithstanding anything its representatives reasonable access during normal business hours to the contrary records, personnel and (subject to the execution of customary work paper access letters if requested) work papers prepared by auditors of the Company Group relating to the preparation of the Closing Balance Sheet and shall cause the personnel of the Company and its Subsidiaries involved in this Agreement, the calculations preparation of the Closing Balance Sheet to be made pursuant to Section 2.05, and cooperate with Seller in connection with its review of the purchase price adjustment to be made pursuant to this Section 2.06, Closing Balance Sheet; provided that such access shall be intended to give effect to the arithmetic difference between the items in the Preliminary Closing Statement and the Final Closing Statement, all of which shall be determined a manner that does not interfere in accordance any material respect with the Accounting Principles without regard to any differences from GAAP. Neither Section 2.05 nor Section 2.06 is intended to be used to adjust for claims that may be made with respect to the Balance Sheet or any inconsistencies or questions normal business operations of interpretation between the Balance Sheet Buyer or the Accounting Principles, on the one hand, and GAAP, on the other.Company Group. “

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event within 45 sixty (60) calendar days thereof, Seller Buyer shall prepare and deliver to Buyer the Holder Representative (iA) an unaudited combined consolidated balance sheet of the Companies Company and its Subsidiaries (provided that such balance sheet may omit information concerning shareholders equity) (the “Closing Balance Sheet”) and (iiB) Seller’s good faith a closing statement (together with the Closing Balance Sheet, the “Closing Statements”), setting forth (i) a calculation of (A) Net Working Capital (“Closing Date Net Working Capital”), (Bii) a calculation of the aggregate amount of all Indebtedness Funded Debt of the Company (“Closing IndebtednessDate Funded Debt”), (Ciii) a calculation of the aggregate amount of Cash of the Companies (“Closing Cash”) and (D) all Transaction Expenses (“Closing Transaction Expenses”), and (iv) a calculation of Cash of the Company (“Closing Date Cash”), in each case, calculated as of immediately prior to the Closing; Measurement Time (iii) Seller’s calculation of the Closing Net Working Capital Adjustment Amount and (iv) on the basis of the foregoing, a calculation of the Closing Purchase Price (together with the items referred to in clauses (ii) and (iii) above, the “Final Closing Statement”); provided, that any liability for Taxes included in the Final Closing Statement shall be calculated after taking into account any income Tax deductions for Transaction Expenses that are properly accrued on the Closing Date and are available to offset such Tax liability (or, to the extent such Tax deductions exceed such Tax liability, any such excess Tax deductions that the Buyer reasonably determines in good faith can be used to offset its income Tax liability; Buyer shall provide the Seller with a certificate executed by the Buyer’s Chief Financial Officer setting forth in reasonable detail the calculation of such amounts together with supporting details). The Closing Balance Sheet, Closing Net Working Capital, Closing Indebtedness and Closing Cash shall be prepared in accordance with the Accounting Principles and the definitions of the defined terms used in this Section 2.06(a); provided, however, that (x) Accrued Income Taxes taken into account in the Final calculation of Closing Statement Date Funded Debt shall be determined as of the end of the day on the Closing Date and (y) for purposes of determining the amount of Closing Transaction Expenses, such amount shall be determined as of immediately prior to the Closing). The Closing Statements shall each be prepared in accordance with GAAP, applied in a manner consistent with the principles, to the extent in conformity with GAAP applied in connection with the preparation of the most recent audited balance sheet included in the Financial Statements (the “Reference Balance Sheet”) using the same accounting practices, policies, judgments and any amounts included thereinmethodologies used in the preparation of the Reference Balance Sheet; provided, however, that (I) the Closing Statements shall reflect no new reserves or increase in existing reserves (regardless of whether any accrualsuch reserve is recorded as an offset to a current asset’s carrying value or is included as an accrued liability in the Closing Balance Sheet) from amounts contained in the Reference Balance Sheet, provision or reserve unless such increase is consistent with other than changes therein attributable to changes in facts and circumstances occurring after the Accounting Principlesdate of the Reference Balance Sheet, (yII) except as set forth in the following clause (zIV), the Final Pre-Closing Statement (and any amounts included therein) the Closing Statements shall not give effect to the consummation of the transactions contemplated by this Agreement, including any payments of cash in respect of the Purchase Price, Merger Consideration or any Buyer financing transactions in connection therewith or, after the ClosingEffective Time, any other action or omission by Buyer Buyer, the Surviving Corporation or any of its Subsidiaries that is not in the Companies and ordinary course of business, (zIII) the Final Pre-Closing Statement and the Closing Statements shall not reflect (I) any expense or liability for which Buyer is expressly responsible under this Agreement, other than Agreement and (IV) the Accrued Employee Amounts and any Transaction Expenses, or (II) any negative Bonus Bank Amounts. Notwithstanding anything to the contrary in this Agreement, the calculations to be made pursuant to Section 2.05, and the purchase price adjustment to be made pursuant to this Section 2.06, shall be intended to give effect to the arithmetic difference between the items in the Preliminary Pre-Closing Statement and the Final Closing StatementStatements shall include the effects of the Transaction Tax Deductions. Following the Closing, all Buyer shall provide the Holder Representative and its representatives such reasonable access during normal business hours and upon reasonable advance notice, to the records, properties, personnel and (subject to the execution of which customary work paper access letters if requested) auditors of the Company and its Subsidiaries relating to the preparation of the Closing Statements as reasonably requested by the Holder Representative and shall be determined in accordance cause the personnel of the Company and its Subsidiaries to reasonably cooperate with the Accounting Principles without regard to any differences from GAAP. Neither Section 2.05 nor Section 2.06 is intended to be used to adjust for claims that may be made Holder Representative in connection with respect to its review of the Balance Sheet or any inconsistencies or questions of interpretation between Closing Statements as reasonably requested by the Balance Sheet or the Accounting Principles, on the one hand, and GAAP, on the otherHolder Representative.

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event within 45 ninety (90) calendar days thereof, Seller Buyer shall prepare and deliver to Buyer the Holder Representative, together with such schedules and data with respect to the determination of each of the following as the Holder Representative deems reasonably appropriate to support such calculations and estimates, (i) an unaudited combined balance sheet of the Companies (the “Closing Balance Sheet”) and (ii) Seller’s good faith a calculation of (A) Net Working Capital (“Closing Date Net Working Capital”), (Bii) a calculation of the aggregate amount of all Indebtedness Funded Debt of the Company (“Closing IndebtednessDate Funded Debt”), (Ciii) the aggregate amount a calculation of Cash of the Companies Company (“Closing Date Cash”) and (Div) a calculation of the consolidated liabilities of the Company and its Subsidiaries for Company Transaction Expenses (the “Closing Date Unpaid Company Transaction Expenses”), in each case, calculated as of immediately prior to the Closing; 11:59 p.m. (iiiEastern time) Seller’s calculation of the Closing Net Working Capital Adjustment Amount and (iv) on the basis of the foregoing, a calculation of the Closing Purchase Price (together with the items referred to in clauses (ii) and (iii) above, the “Final Closing Statement”); provided, that any liability for Taxes included in the Final Closing Statement shall be calculated after taking into account any income Tax deductions for Transaction Expenses that are properly accrued on the Closing Date and are available to offset such Tax liability (or, to x) consistent (except as provided in this Section 3.4(a)) with the extent such Tax deductions exceed such Tax liability, any such excess Tax deductions that the Buyer reasonably determines in good faith can be used to offset its income Tax liability; Buyer shall provide the Seller with a certificate executed by the Buyer’s Chief Financial Officer setting forth in reasonable detail the calculation definitions of such amounts together with supporting details). The Closing Balance Sheet, Closing Date Net Working Capital, Closing Indebtedness Date Funded Debt, Closing Date Cash, and Closing Cash shall be prepared Date Unpaid Company Transaction Expenses (and in each case any definitions of defined terms used therein) (such amounts defined by such definitions, the “Price Components”) and (y) in accordance with GAAP applied in a manner consistent with the Accounting Principles same accounting principles, practices, policies, methodologies and judgments applied in the definitions preparation of the defined terms used most recent audited balance sheet included in this Section 2.06(athe Financial Statements (the “Reference Balance Sheet”); provided, however, that (xI) the Final Closing Statement (and any amounts included therein) Price Components shall reflect no increase changes in any accrualreserves from amounts contained in the Reference Balance Sheet, provision or reserve unless such increase is consistent with other than changes therein attributable to changes in facts and circumstances occurring after the Accounting Principlesdate of the Reference Balance Sheet, (yII) except as set forth in the following clause (zV), the Final Closing Statement (and any amounts included therein) calculation of the Price Components shall not give effect to the consummation of the transactions contemplated by this AgreementMerger, including any payments of cash in respect of the Purchase Price, Merger Consideration or any financing transactions in connection therewith or, after the ClosingEffective Time, any other action or omission by Buyer Buyer, the Surviving Company or any of its Subsidiaries that is not in the Companies and ordinary course of business consistent with past practice, (zIII) the Final Closing Statement treatment of leases as capital leases or operating leases shall be identical to their treatment in the Reference Balance Sheet, (IV) the Price Components shall not reflect (I) any expense or liability for which Buyer is expressly responsible under this Agreement, Agreement and (V) the determination of Closing Date Net Working Capital shall include the effects of any deductions or other than the Accrued Employee Amounts and any Transaction Expenses, or (II) any negative Bonus Bank Amounts. Notwithstanding anything to the contrary Tax benefits arising in this Agreement, the calculations to be made pursuant to Section 2.05, and the purchase price adjustment to be made pursuant to this Section 2.06, shall be intended to give effect to the arithmetic difference between the items in the Preliminary Closing Statement and the Final Closing Statement, all of which shall be determined in accordance connection with the Accounting Principles without regard consummation of the transactions contemplated hereby (the accounting principles, practices, policies, methodologies and judgments in subsection (y) being referred to any differences from GAAP. Neither Section 2.05 nor Section 2.06 is intended to be used to adjust for claims that may be made with respect to collectively as the Balance Sheet or any inconsistencies or questions of interpretation between the Balance Sheet or the “Accounting Principles, on the one hand, and GAAP, on the other”).

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event within 45 calendar seventy-five (75) days thereof, Seller Acquiror shall prepare and deliver to Buyer the Holder Representative (i) an unaudited combined consolidated balance sheet of the Companies Company and its Subsidiaries (the “Closing Balance Sheet”) and ), (ii) Seller’s good faith a calculation of (A) Net Working Capital (“Closing Date Net Working Capital”)) prepared in accordance with the NWC Methodology, (Biii) a calculation of the aggregate amount of all Indebtedness of the Company (“Closing Date Indebtedness”), (Civ) the aggregate amount a calculation of Cash and Cash Equivalents of the Companies Company (“Closing Date Cash”) ), and (Dv) a calculation of unpaid and accrued Transaction Expenses (“Closing Date Unpaid Transaction Expenses”), in each case, calculated as of immediately prior to the Closing; (iii) Seller’s calculation of the Closing Net Working Capital Adjustment Amount and (iv) on the basis of the foregoing, a calculation of the Closing Purchase Price (together with the items referred to in clauses (ii) and (iii) above, the “Final Closing Statement”); provided, that any liability for Taxes included in the Final Closing Statement shall be calculated after taking into account any income Tax deductions for Transaction Expenses that are properly accrued 12:01 a.m. Pacific Time on the Closing Date and are available to offset (provided that Taxes included in such Tax liability (or, to the extent such Tax deductions exceed such Tax liability, any such excess Tax deductions that the Buyer reasonably determines in good faith can be used to offset its income Tax liability; Buyer shall provide the Seller with a certificate executed by the Buyer’s Chief Financial Officer setting forth in reasonable detail the calculation of such amounts together with supporting details). The Closing Balance Sheet, Closing Net Working Capital, Closing Indebtedness and Closing Cash shall be prepared in accordance with calculated as of 11:59 p.m. Pacific Time on the Accounting Principles and the definitions Closing Date but shall exclude any Taxes incurred as a result of the defined terms used in this Section 2.06(a); provided, however, that (x) the Final Closing Statement (and any amounts included therein) shall reflect no increase in any accrual, provision or reserve unless such increase is consistent with the Accounting Principles, (y) except as actions set forth in the following clause proviso to Section 8.2(a)(iv)) consistent (zexcept as provided in this Section ‎3.4(a), ) with the Final Closing Statement (and any amounts included therein) shall not give Balance Sheet without giving effect to the consummation of the transactions contemplated by this Agreement, including any payments of cash in respect of the Purchase Price, Merger or any financing transactions in connection therewith or, after the ClosingEffective Time, any other action or omission by Buyer Acquiror, the Surviving Corporation or any of its Subsidiaries that is not in the Companies and ordinary course of business consistent with past practice (z) provided that Taxes included in such calculation shall be calculated as of 11:59 p.m. Pacific Time on the Final Closing Statement Date but shall not reflect (I) exclude any expense or liability for which Buyer is expressly responsible under this Agreement, other than Taxes incurred as a result of any actions set forth in the Accrued Employee Amounts and any Transaction Expenses, or (II) any negative Bonus Bank Amounts. Notwithstanding anything to the contrary in this Agreement, the calculations to be made pursuant proviso to Section 2.05, and the purchase price adjustment to be made pursuant to this Section 2.06, 8.2(a)(iv)). The Closing Balance Sheet shall be intended to give effect to the arithmetic difference between the items in the Preliminary Closing Statement and the Final Closing Statement, all of which shall be determined prepared in accordance with GAAP applied in a manner consistent with the Accounting Principles without regard to any differences from GAAPaccounting principles, practices and methodologies applied in connection with the preparation of the most recent audited balance sheet included in the Financial Statements (the “Reference Balance Sheet”). Neither Section 2.05 nor Section 2.06 is intended to be used to adjust for claims that may be made with respect to For the Balance Sheet or any inconsistencies or questions purpose of interpretation between determining Closing Date Net Working Capital, the Balance Sheet or consolidated current assets and current liabilities of the Accounting Principles, on Company and its Subsidiaries shall exclude the one hand, and GAAP, on the othervalue of all Transaction Expenses.

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event within 45 sixty (60) calendar days thereof, Seller Acquiror shall prepare and deliver to Buyer the Holder Representative (i) an unaudited combined consolidated balance sheet of the Companies Company and its Subsidiaries (the “Closing Balance Sheet”) and ), (ii) Seller’s good faith a calculation of (A) Net Working Capital (“Closing Date Net Working Capital”), prepared in accordance with the NWC Methodology, (Biii) a calculation of the aggregate amount of all Indebtedness of the Company (“Closing Date Indebtedness”), (Civ) the aggregate amount a calculation of Cash and Cash Equivalents of the Companies Company (“Closing Date Cash”) ), and (Dv) a calculation of unpaid and accrued Transaction Expenses (“Closing Date Unpaid Transaction Expenses”), in each case, calculated as of immediately prior to the Closing; (iii) Seller’s calculation close of the Closing Net Working Capital Adjustment Amount and (iv) on the basis of the foregoing, a calculation of the Closing Purchase Price (together with the items referred to in clauses (ii) and (iii) above, the “Final Closing Statement”); provided, that any liability for Taxes included in the Final Closing Statement shall be calculated after taking into account any income Tax deductions for Transaction Expenses that are properly accrued business on the Closing Date and are available to offset such Tax liability consistent (or, to the extent such Tax deductions exceed such Tax liability, any such excess Tax deductions that the Buyer reasonably determines in good faith can be used to offset its income Tax liability; Buyer shall provide the Seller with a certificate executed by the Buyer’s Chief Financial Officer setting forth in reasonable detail the calculation of such amounts together with supporting details). The Closing Balance Sheet, Closing Net Working Capital, Closing Indebtedness and Closing Cash shall be prepared in accordance with the Accounting Principles and the definitions of the defined terms used except as provided in this Section 2.06(a3.4(a); provided, however, that (x) the Final Closing Statement (and any amounts included therein) shall reflect no increase in any accrual, provision or reserve unless such increase is consistent with the Accounting Principles, (y) except as set forth in the following clause (z), the Final Closing Statement (and any amounts included therein) shall not give Balance Sheet without giving effect to the consummation of the transactions contemplated by this Agreement, including any payments of cash in respect of the Purchase Price, Merger or any financing transactions in connection therewith or, after the ClosingEffective Time, any other action or omission by Buyer Acquiror, the Surviving Corporation or any of its Subsidiaries that is not in the Companies ordinary course of business consistent with past practice. The Closing Balance Sheet shall be prepared in a manner consistent with the principles applied in connection with the preparation of the most recent audited balance sheet included in the Financial Statements (the “Reference Balance Sheet”); provided, however, that (x) except as set forth in clause (y), the Closing Balance Sheet shall be prepared using the same accounting practices, policies, judgments and methodologies used in the preparation of the Reference Balance Sheet and (zy) the Final Closing Statement Balance Sheet shall not reflect no changes in reserves (Iregardless of whether any such reserve is recorded as an offset to a current asset’s carrying value or is included as an accrued liability in the Closing Balance Sheet) any expense or liability for which Buyer is expressly responsible under this Agreementfrom amounts contained in the Reference Balance Sheet, other than changes therein attributable to changes in facts and circumstances occurring after the Accrued Employee Amounts date of the Reference Balance Sheet. Following the Closing, Acquiror shall provide the Holder Representative and any its representatives access to the 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 Balance Sheet and shall cause the personnel of the Company and its Subsidiaries to cooperate with the Holder Representative in connection with its review of the Closing Balance Sheet. For the purpose of determining Closing Date Net Working Capital, the consolidated current assets and current liabilities of the Company and its Subsidiaries shall exclude the value of all Transaction Expenses, or (II) any negative Bonus Bank Amounts. Notwithstanding anything to the contrary in this Agreement, the calculations to be made pursuant to Section 2.05, and the purchase price adjustment to be made pursuant to this Section 2.06, shall be intended to give effect to the arithmetic difference between the items in the Preliminary Closing Statement and the Final Closing Statement, all of which shall be determined in accordance with the Accounting Principles without regard to any differences from GAAP. Neither Section 2.05 nor Section 2.06 is intended to be used to adjust for claims that may be made with respect to the Balance Sheet or any inconsistencies or questions of interpretation between the Balance Sheet or the Accounting Principles, on the one hand, and GAAP, on the other.