Common use of Adjustment of Consideration Clause in Contracts

Adjustment of Consideration. (a) As promptly as practicable, but in any event within ninety (90) calendar days following the Effective Date, Nu Skin shall deliver to the Stockholders' Representative the Closing Balance Sheet, together with an unqualified report thereon of Nu Skin's Accountants stating that the Closing Balance Sheet fairly presents the consolidated financial position of the Company at the Effective Date in conformity with U.S. GAAP applied on a basis consistent with the preparation of the Reference Balance Sheet. (i) Subject to clause (ii) of this Section 2.08(b), the Closing Balance Sheet delivered by Nu Skin to the Stockholders' Representative shall be deemed to be and shall be final, binding and conclusive on the parties hereto. (ii) The Stockholders' Representative may dispute the amount of the Closing Balance Sheet Book Value to the extent the net effect of such disputed amounts in the aggregate would affect the Closing Balance Sheet Book Value by more than the Designated Amount, but only on the basis that the amounts reflected on the Closing Balance Sheet were not arrived at in accordance with U.S. GAAP applied on a basis consistent with the preparation of the Reference Balance Sheet; provided, however, that the Stockholders' Representative shall have notified Nu Skin and Nu Skin's Accountants in writing of each disputed item, specifying the amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within thirty (30) Business Days of Nu Skin's delivery of the Closing Balance Sheet to the Stockholders' Representative. In the event of such a dispute, the Stockholders' Accountants and Nu Skin's Accountants shall attempt to reconcile their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties hereto. If any such resolution by Nu Skin's Accountants and the Stockholders' Accountants leaves in dispute amounts the net effect of which in the aggregate would not affect the Closing Balance Sheet Book Value by more than the Designated Amount, all such amounts remaining in dispute shall then be deemed to have been resolved in favor of the Closing Balance Sheet delivered by Nu Skin to the Stockholders' Representative. If the Stockholders' Accountants and Nu Skin's Accountants are unable to reach a resolution with such effect within twenty (20) Business Days after receipt by Nu Skin and Nu Skin's Accountants of the Stockholders' Representative written notice of dispute, the Stockholders' Accountants and Nu Skin's Accountants shall submit the items remaining in dispute for resolution to Deloitte & Touche (or, if such firm shall decline to act or is not, at the time of such submission, independent of the Company or Nu Skin, to another independent accounting firm of international reputation mutually acceptable to Nu Skin and the Stockholders' Representative) (the "Independent Accounting Firm"), which shall, within thirty (30) Business Days after such submission, determine and report to Nu Skin and the Stockholders' Representative upon such remaining disputed items, and such report shall be final, binding and conclusive on the Stockholders' Representative and Nu Skin. The fees and disbursements of the Independent Accounting Firm shall be allocated between the Stockholders and Nu Skin in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed items so submitted. (iii) In acting under this Agreement, Nu Skin's Accountants, the Stockholders' Accountants and the Independent Accounting Firm shall be entitled to the privileges and immunities of arbitrators. (iv) No adjustment pursuant to Section 2.08(c) shall be made with respect to amounts disputed by the Stockholders' Representative pursuant to this Section 2.08(b) unless the net effect of the amounts successfully disputed by the Stockholders' Representative in the aggregate is to increase the Closing Balance Sheet Book Value by at least the Designated Amount. (c) The Closing Balance Sheet shall be deemed final for the purposes of this Section 2.08 upon the earliest of (A) the failure of the Stockholders' Representative to notify Nu Skin of a dispute within thirty (30) Business Days of Nu Skin's delivery of the Closing Balance Sheet to the Stockholders' Representative, (B) the resolution of all disputes pursuant to Section 2.08(b)(ii) by Nu Skin's Accountants and the Stockholders' Accountants and (C) the resolution of all disputes, pursuant to Section 2.08(b)(ii) by the Independent Accounting Firm. The date the Closing Balance Sheet is deemed final is the "Adjustment Date". Subject to the limitation set forth in Section 2.08(b)(iv), on the Adjustment Date, an adjustment to the consideration given to the Stockholders pursuant to this Agreement shall be made as follows: (i) In the event that the Reference Balance Sheet Book Value exceeds the Closing Balance Sheet Book Value, by at least the Designated Amount, then the consideration given to the Stockholders shall be adjusted downward in an amount equal to such excess (the "Downward Adjustment"); provided, however, that in the event Nu Skin has taken actions in connection with the Merger which the parties mutually

Adjustment of Consideration. (a) As promptly as practicableNotwithstanding anything in this Agreement to the contrary, but in any event within ninety (90) calendar days following if, between the date of this Agreement and the Effective DateTime, Nu Skin the issued and outstanding EMV Shares shall deliver to the Stockholders' Representative the Closing Balance Sheet, together with an unqualified report thereon have been changed into a different number of Nu Skin's Accountants stating that the Closing Balance Sheet fairly presents the consolidated financial position shares by reason of any split or consolidation of the Company at issued and outstanding EMV Shares, then the Effective Date in conformity with U.S. GAAP applied on a basis consistent with Consideration to be paid per EMV Share shall be appropriately adjusted to provide to EMV Shareholders the preparation same economic effect as contemplated by this Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Reference Balance SheetConsideration. (ib) Subject Notwithstanding anything in this Agreement to clause (ii) the contrary, if, between the date of this Section 2.08(b)Agreement and the Effective Time, the Closing Balance Sheet delivered issued and outstanding Xos Shares shall have been changed into a different number of shares by Nu Skin reason of any split or consolidation of the issued and outstanding Xos Shares, then the Consideration to the Stockholders' Representative be paid per EMV Share shall be deemed appropriately adjusted to be provide to EMV Shareholders the same economic effect as contemplated by this Agreement and shall be finalthe Arrangement prior to such action and as so adjusted shall, binding from and conclusive on after the parties hereto. (ii) The Stockholders' Representative may dispute the amount of the Closing Balance Sheet Book Value to the extent the net effect date of such disputed amounts in event, be the aggregate would affect the Closing Balance Sheet Book Value by more than the Designated Amount, but only on the basis that the amounts reflected on the Closing Balance Sheet were not arrived at in accordance with U.S. GAAP applied on a basis consistent with the preparation of the Reference Balance Sheet; provided, however, that the Stockholders' Representative shall have notified Nu Skin and Nu Skin's Accountants in writing of each disputed item, specifying the amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within thirty (30) Business Days of Nu Skin's delivery of the Closing Balance Sheet to the Stockholders' Representative. In the event of such a dispute, the Stockholders' Accountants and Nu Skin's Accountants shall attempt to reconcile their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties hereto. If any such resolution by Nu Skin's Accountants and the Stockholders' Accountants leaves in dispute amounts the net effect of which in the aggregate would not affect the Closing Balance Sheet Book Value by more than the Designated Amount, all such amounts remaining in dispute shall then be deemed to have been resolved in favor of the Closing Balance Sheet delivered by Nu Skin to the Stockholders' Representative. If the Stockholders' Accountants and Nu Skin's Accountants are unable to reach a resolution with such effect within twenty (20) Business Days after receipt by Nu Skin and Nu Skin's Accountants of the Stockholders' Representative written notice of dispute, the Stockholders' Accountants and Nu Skin's Accountants shall submit the items remaining in dispute for resolution to Deloitte & Touche (or, if such firm shall decline to act or is not, at the time of such submission, independent of the Company or Nu Skin, to another independent accounting firm of international reputation mutually acceptable to Nu Skin and the Stockholders' Representative) (the "Independent Accounting Firm"), which shall, within thirty (30) Business Days after such submission, determine and report to Nu Skin and the Stockholders' Representative upon such remaining disputed items, and such report shall be final, binding and conclusive on the Stockholders' Representative and Nu Skin. The fees and disbursements of the Independent Accounting Firm shall be allocated between the Stockholders and Nu Skin in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed items so submitted. (iii) In acting under this Agreement, Nu Skin's Accountants, the Stockholders' Accountants and the Independent Accounting Firm shall be entitled to the privileges and immunities of arbitrators. (iv) No adjustment pursuant to Section 2.08(c) shall be made with respect to amounts disputed by the Stockholders' Representative pursuant to this Section 2.08(b) unless the net effect of the amounts successfully disputed by the Stockholders' Representative in the aggregate is to increase the Closing Balance Sheet Book Value by at least the Designated AmountConsideration. (c) The Closing Balance Sheet shall be deemed final for If on or after the purposes date hereof, EMV declares, sets aside or pays any dividend or other distribution to the EMV Shareholders of this Section 2.08 upon the earliest of (A) the failure of the Stockholders' Representative to notify Nu Skin record as of a dispute within thirty (30) Business Days of Nu Skin's delivery of the Closing Balance Sheet time prior to the Stockholders' Representative, (B) the resolution of all disputes pursuant to Section 2.08(b)(ii) by Nu Skin's Accountants and the Stockholders' Accountants and (C) the resolution of all disputes, pursuant to Section 2.08(b)(ii) by the Independent Accounting Firm. The date the Closing Balance Sheet is deemed final is the "Adjustment Date". Subject to the limitation set forth in Section 2.08(b)(iv), on the Adjustment Date, an adjustment to the consideration given to the Stockholders pursuant to this Agreement shall be made as follows: (i) In the event that the Reference Balance Sheet Book Value exceeds the Closing Balance Sheet Book Value, by at least the Designated AmountEffective Time, then the consideration given Consideration shall be appropriately adjusted to provide to EMV Shareholders the same economic effect as contemplated by this Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Consideration. For greater certainty, if EMV takes any of the actions referred to above, the aggregate Consideration shall be decreased by an equivalent amount. (d) If on or after the date hereof, Xos declares, sets aside or pays any dividend or other distribution to the Xos Stockholders of record as of a time prior to the Effective Time, then the Consideration shall be appropriately adjusted downward in an amount equal to provide to EMV Shareholders the same economic effect as contemplated by this Agreement and the Arrangement prior to such excess action and as so adjusted shall, from and after the date of such event, be the Consideration. For greater certainty, if Xos takes any of the actions referred to above, the aggregate Consideration shall be increased by an equivalent amount. (e) Following the "Downward Adjustment"final determination of the Net Cash as of the Anticipated Effective Time in accordance with Section 2.15 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm); provided, howeverXos and EMV shall mutually agree on the form and substance of a press release setting forth the anticipated Consideration as of the Anticipated Effective Date, that in the event Nu Skin has taken actions in connection with the Merger which the parties mutuallyParties shall cause to be publicly disclosed and file on Form 8-K as early as practicable prior to the EMV Meeting and the Xos Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable law).

Adjustment of Consideration. (a) As promptly as practicableNotwithstanding anything in this Agreement to the contrary, but in any event within ninety (90) calendar days following if, between the date of this Agreement and the Effective DateTime, Nu Skin the issued and outstanding VAALCO Shares shall deliver to the Stockholders' Representative the Closing Balance Sheet, together with an unqualified report thereon have been changed into a different number of Nu Skin's Accountants stating that the Closing Balance Sheet fairly presents the consolidated financial position shares by reason of any split or consolidation of the Company at issued and outstanding VAALCO Shares, then the Effective Date in conformity with U.S. GAAP applied on a basis consistent with Consideration to be paid per TransGlobe Share shall be appropriately adjusted to provide to TransGlobe Shareholders the preparation same economic effect as contemplated by this Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Reference Balance SheetConsideration to be paid per TransGlobe Share. (ib) Subject If on or after the date hereof, TransGlobe declares, sets aside or pays any dividend or other distribution to clause (ii) the TransGlobe Shareholders of record as of a time prior to the Effective Time, then the Consideration to be paid per TransGlobe Share shall be appropriately adjusted to provide to TransGlobe Shareholders the same economic effect as contemplated by this Section 2.08(b)Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Consideration to be paid per TransGlobe Share. For greater certainty, if TransGlobe takes any of the actions referred to above, the Closing Balance Sheet delivered aggregate Consideration to be paid by Nu Skin to the Stockholders' Representative AcquireCo shall be deemed to be and shall be final, binding and conclusive on the parties hereto. (ii) The Stockholders' Representative may dispute the amount of the Closing Balance Sheet Book Value to the extent the net effect of such disputed amounts in the aggregate would affect the Closing Balance Sheet Book Value decreased by more than the Designated Amount, but only on the basis that the amounts reflected on the Closing Balance Sheet were not arrived at in accordance with U.S. GAAP applied on a basis consistent with the preparation of the Reference Balance Sheet; provided, however, that the Stockholders' Representative shall have notified Nu Skin and Nu Skin's Accountants in writing of each disputed item, specifying the amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within thirty (30) Business Days of Nu Skin's delivery of the Closing Balance Sheet to the Stockholders' Representative. In the event of such a dispute, the Stockholders' Accountants and Nu Skin's Accountants shall attempt to reconcile their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties hereto. If any such resolution by Nu Skin's Accountants and the Stockholders' Accountants leaves in dispute amounts the net effect of which in the aggregate would not affect the Closing Balance Sheet Book Value by more than the Designated Amount, all such amounts remaining in dispute shall then be deemed to have been resolved in favor of the Closing Balance Sheet delivered by Nu Skin to the Stockholders' Representative. If the Stockholders' Accountants and Nu Skin's Accountants are unable to reach a resolution with such effect within twenty (20) Business Days after receipt by Nu Skin and Nu Skin's Accountants of the Stockholders' Representative written notice of dispute, the Stockholders' Accountants and Nu Skin's Accountants shall submit the items remaining in dispute for resolution to Deloitte & Touche (or, if such firm shall decline to act or is not, at the time of such submission, independent of the Company or Nu Skin, to another independent accounting firm of international reputation mutually acceptable to Nu Skin and the Stockholders' Representative) (the "Independent Accounting Firm"), which shall, within thirty (30) Business Days after such submission, determine and report to Nu Skin and the Stockholders' Representative upon such remaining disputed items, and such report shall be final, binding and conclusive on the Stockholders' Representative and Nu Skin. The fees and disbursements of the Independent Accounting Firm shall be allocated between the Stockholders and Nu Skin in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed items so submitted. (iii) In acting under this Agreement, Nu Skin's Accountants, the Stockholders' Accountants and the Independent Accounting Firm shall be entitled to the privileges and immunities of arbitrators. (iv) No adjustment pursuant to Section 2.08(c) shall be made with respect to amounts disputed by the Stockholders' Representative pursuant to this Section 2.08(b) unless the net effect of the amounts successfully disputed by the Stockholders' Representative in the aggregate is to increase the Closing Balance Sheet Book Value by at least the Designated Amountan equivalent amount. (c) The Closing Balance Sheet shall be deemed final for If on or after the purposes date hereof, VAALCO declares, sets aside or pays any dividend or other distribution to the VAALCO Stockholders of this Section 2.08 upon the earliest of (A) the failure of the Stockholders' Representative to notify Nu Skin record as of a dispute within thirty (30) Business Days of Nu Skin's delivery of the Closing Balance Sheet time prior to the Stockholders' Representative, Effective Time (B) the resolution of all disputes pursuant except for regular quarterly dividends to VAALCO Stockholders made in accordance with Section 2.08(b)(ii) by Nu Skin's Accountants and the Stockholders' Accountants and (C) the resolution of all disputes, pursuant to Section 2.08(b)(ii) by the Independent Accounting Firm. The date the Closing Balance Sheet is deemed final is the "Adjustment Date". Subject to the limitation set forth in Section 2.08(b)(iv5.2(b)(ii), on the Adjustment Date, an adjustment to the consideration given to the Stockholders pursuant to this Agreement shall be made as follows: (i) In the event that the Reference Balance Sheet Book Value exceeds the Closing Balance Sheet Book Value, by at least the Designated Amount), then the consideration given Consideration to the Stockholders be paid per TransGlobe Share shall be appropriately adjusted downward in an amount equal to provide to TransGlobe Shareholders the same economic effect as contemplated by this Agreement and the Arrangement prior to such excess (action and as so adjusted shall, from and after the "Downward Adjustment"); provideddate of such event, howeverbe the Consideration to be paid per TransGlobe Share. For greater certainty, that in if VAALCO takes any of the event Nu Skin has taken actions in connection with referred to above, the Merger which the parties mutuallyaggregate Consideration to be paid by AcquireCo shall be increased by an equivalent amount.

Adjustment of Consideration. (a) As promptly as practicableNotwithstanding anything in this Agreement to the contrary, but in any event within ninety (90) calendar days following if, between the date of this Agreement and the Effective DateTime, Nu Skin the issued and outstanding Pan American Shares shall deliver to the Stockholders' Representative the Closing Balance Sheethave been changed into a different number of shares by reason of any sub-division, together with an unqualified report thereon of Nu Skin's Accountants stating that the Closing Balance Sheet fairly presents the consolidated financial position split or consolidation (or similar process) of the Company at issued and outstanding Pan American Shares, then the Effective Date in conformity with U.S. GAAP applied on a basis consistent with Pan American Shares to be paid per Yamana Share shall be appropriately adjusted to provide to Yamana Shareholders the preparation same economic effect as contemplated by this Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Reference Balance SheetPan American Shares to be paid per Yxxxxx Xxxxx. (ib) Subject Notwithstanding anything in this Agreement to clause the contrary, if, between the date of this Agreement and the Effective Time, the issued and outstanding Agnico Shares shall have been changed into a different number of shares by reason of any sub-division, split or consolidation (iior similar process) of this Section 2.08(b)the issued and outstanding Agnico Shares, then the Closing Balance Sheet delivered by Nu Skin Agnico Shares to the Stockholders' Representative be paid per Yamana Share shall be deemed appropriately adjusted to provide to Yamana Shareholders the same economic effect as contemplated by this Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Agnico Shares to be and shall be final, binding and conclusive on the parties hereto. (ii) The Stockholders' Representative may dispute the amount of the Closing Balance Sheet Book Value to the extent the net effect of such disputed amounts in the aggregate would affect the Closing Balance Sheet Book Value by more than the Designated Amount, but only on the basis that the amounts reflected on the Closing Balance Sheet were not arrived at in accordance with U.S. GAAP applied on a basis consistent with the preparation of the Reference Balance Sheet; provided, however, that the Stockholders' Representative shall have notified Nu Skin and Nu Skin's Accountants in writing of each disputed item, specifying the amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within thirty (30) Business Days of Nu Skin's delivery of the Closing Balance Sheet to the Stockholders' Representative. In the event of such a dispute, the Stockholders' Accountants and Nu Skin's Accountants shall attempt to reconcile their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties hereto. If any such resolution by Nu Skin's Accountants and the Stockholders' Accountants leaves in dispute amounts the net effect of which in the aggregate would not affect the Closing Balance Sheet Book Value by more than the Designated Amount, all such amounts remaining in dispute shall then be deemed to have been resolved in favor of the Closing Balance Sheet delivered by Nu Skin to the Stockholders' Representative. If the Stockholders' Accountants and Nu Skin's Accountants are unable to reach a resolution with such effect within twenty (20) Business Days after receipt by Nu Skin and Nu Skin's Accountants of the Stockholders' Representative written notice of dispute, the Stockholders' Accountants and Nu Skin's Accountants shall submit the items remaining in dispute for resolution to Deloitte & Touche (or, if such firm shall decline to act or is not, at the time of such submission, independent of the Company or Nu Skin, to another independent accounting firm of international reputation mutually acceptable to Nu Skin and the Stockholders' Representative) (the "Independent Accounting Firm"), which shall, within thirty (30) Business Days after such submission, determine and report to Nu Skin and the Stockholders' Representative upon such remaining disputed items, and such report shall be final, binding and conclusive on the Stockholders' Representative and Nu Skin. The fees and disbursements of the Independent Accounting Firm shall be allocated between the Stockholders and Nu Skin in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed items so submitted. (iii) In acting under this Agreement, Nu Skin's Accountants, the Stockholders' Accountants and the Independent Accounting Firm shall be entitled to the privileges and immunities of arbitrators. (iv) No adjustment pursuant to Section 2.08(c) shall be made with respect to amounts disputed by the Stockholders' Representative pursuant to this Section 2.08(b) unless the net effect of the amounts successfully disputed by the Stockholders' Representative in the aggregate is to increase the Closing Balance Sheet Book Value by at least the Designated Amountpaid per Yxxxxx Xxxxx. (c) The Closing Balance Sheet If on or after the date hereof, Yxxxxx declares, sets aside or pays any dividend or other distribution to the Yamana Shareholders of record as of a time prior to the Effective Time, except for Yxxxxx’s current regular quarterly dividend paid to Yamana Shareholders in the ordinary course, Pan American shall make such adjustments to the Consideration as it determines acting in good faith to be necessary to restore the original agreement of the Parties in the circumstances. For greater certainty, if Yxxxxx takes any of the actions referred to above, the aggregate Consideration to be paid by Pan American and Agnico shall be deemed final for the purposes of this Section 2.08 upon the earliest of (A) the failure of the Stockholders' Representative to notify Nu Skin of a dispute within thirty (30) Business Days of Nu Skin's delivery of the Closing Balance Sheet to the Stockholders' Representative, (B) the resolution of all disputes pursuant to Section 2.08(b)(ii) decreased by Nu Skin's Accountants and the Stockholders' Accountants and (C) the resolution of all disputes, pursuant to Section 2.08(b)(ii) by the Independent Accounting Firm. The date the Closing Balance Sheet is deemed final is the "Adjustment Date". Subject to the limitation set forth in Section 2.08(b)(iv), on the Adjustment Date, an adjustment to the consideration given to the Stockholders pursuant to this Agreement shall be made as follows: (i) In the event that the Reference Balance Sheet Book Value exceeds the Closing Balance Sheet Book Value, by at least the Designated Amount, then the consideration given to the Stockholders shall be adjusted downward in an amount equal to such excess (the "Downward Adjustment"); provided, however, that in the event Nu Skin has taken actions in connection with the Merger which the parties mutuallyequivalent amount.

Adjustment of Consideration. At Closing (aas defined below), Buyer will cause the Company to deposit into an escrow account (the “Escrow Account”) As promptly as practicablean amount equal to twenty percent (20%) of the Estimated Adjusted PPC Payable to secure payment of any amounts owed under this Agreement pursuant to an Escrow Agreement between Buyer, but Seller and an independent third party in any event within the form of Exhibit E attached hereto (the “Escrow Agreement”). No later than ninety (90) calendar days following after the Effective Closing, Buyer will prepare and deliver to Seller a revised closing statement (the “Revised Closing Statement”) setting forth the actual amount of the Aggregate Consideration (the “Revised Aggregate Consideration”) and the Adjusted PPC Payable (the “Revised Adjusted PPC Payable”) based on the actual animal headcounts (i.e., animals owned by the Company), Non-Animal Current Assets and Current Liabilities, calculated as of the close of business on the Closing Date, Nu Skin shall deliver in accordance with GAAP, consistently applied with respect to the Stockholders' Representative Company. For the Closing Balance Sheet, together with an unqualified report thereon avoidance of Nu Skin's Accountants stating that the Closing Balance Sheet fairly presents the consolidated financial position of the Company at the Effective Date in conformity with U.S. GAAP applied on a basis consistent with the preparation of the Reference Balance Sheet. (i) Subject to clause (ii) of this Section 2.08(b)doubt, the Closing Balance Sheet delivered by Nu Skin to the Stockholders' Representative shall be deemed to be and shall be final, binding and conclusive on the parties hereto. (ii) The Stockholders' Representative may dispute hereto agree that the amount of the Closing Balance Sheet Book Value to the extent the net effect of such disputed amounts in the aggregate would affect the Closing Balance Sheet Book Value by more than the Designated Amount, but only on the basis PPC Payable shall not change or be adjusted for any purposes; it being agreed that the amounts reflected on the Closing Balance Sheet were not arrived at in accordance with U.S. GAAP applied on a basis consistent with the preparation amount of the Reference Balance Sheet; providedPPC Payable agreed upon at Closing shall remain the amount of the PPC Payable for all purposes or between the parties, howeverincluding the adjustment under this Section 2.2. In addition, for the avoidance of doubt, the parties hereto agree that the Stockholders' Representative amount of the Buyer Payable shall have notified Nu Skin and Nu Skin's Accountants in writing of each disputed item, specifying also not change or be adjusted for any purposes; it being agreed that the amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within thirty (30) Business Days of Nu Skin's delivery of the Buyer Payable agreed upon at Closing Balance Sheet to shall remain the Stockholders' Representative. In the event of such a dispute, the Stockholders' Accountants and Nu Skin's Accountants shall attempt to reconcile their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties hereto. If any such resolution by Nu Skin's Accountants and the Stockholders' Accountants leaves in dispute amounts the net effect of which in the aggregate would not affect the Closing Balance Sheet Book Value by more than the Designated Amount, all such amounts remaining in dispute shall then be deemed to have been resolved in favor amount of the Closing Balance Sheet delivered by Nu Skin to Buyer Payable for all purposes or between the Stockholders' Representativeparties, including the adjustment under this Section 2.2. If the Stockholders' Accountants and Nu Skin's Accountants are unable to reach a resolution with such effect within twenty (20) Business Days after receipt by Nu Skin and Nu Skin's Accountants sum of the Stockholders' Representative written notice of dispute, Revised Aggregate Consideration and the Stockholders' Accountants and Nu Skin's Accountants shall submit Revised Adjusted PPC Payable are less than the items remaining in dispute for resolution to Deloitte & Touche (or, if such firm shall decline to act or is not, at the time of such submission, independent sum of the Company or Nu SkinEstimated Aggregate Consideration and Estimated Adjusted PPC Payable, Buyer will be entitled to another independent accounting firm of international reputation mutually acceptable to Nu Skin and receive the Stockholders' Representative) (the "Independent Accounting Firm"), which shall, within thirty (30) Business Days after such submission, determine and report to Nu Skin and the Stockholders' Representative upon such remaining disputed items, and such report shall be final, binding and conclusive on the Stockholders' Representative and Nu Skin. The fees and disbursements of the Independent Accounting Firm shall be allocated between the Stockholders and Nu Skin in the same proportion that the aggregate amount of such remaining disputed items so submitted deficiency out of the Escrow Account. If the sum of the Revised Aggregate Consideration and the Revised Adjusted PPC Payable are greater than the sum of the Estimated Aggregate Consideration and Estimated Adjusted PPC Payable, Seller will be entitled to receive the Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the Independent Accounting Firm) bears to the total amount of such excess out of the Escrow Account. Any funds remaining disputed items so submitted. (iii) In acting under in the Escrow Account after the adjustments in this Agreement, Nu Skin's Accountants, the Stockholders' Accountants and the Independent Accounting Firm Section 2.2 shall be entitled paid to Seller. If the privileges and immunities amount of arbitrators. (iv) No adjustment pursuant the Escrow Account is insufficient to Section 2.08(c) shall be made with respect fully fund any amounts payable to amounts disputed by the Stockholders' Representative Seller or Buyer pursuant to this Section 2.08(b) unless the net effect of the amounts successfully disputed by the Stockholders' Representative in the aggregate is to increase the Closing Balance Sheet Book Value by at least the Designated Amount. (c) The Closing Balance Sheet 2.2, then any necessary “true- up” payment shall be deemed final for the purposes of this Section 2.08 upon the earliest of (A) the failure of the Stockholders' Representative to notify Nu Skin of a dispute within thirty (30) Business Days of Nu Skin's delivery of the Closing Balance Sheet to the Stockholders' Representative, (B) the resolution of all disputes pursuant to Section 2.08(b)(ii) promptly settled in cash or immediately available funds by Nu Skin's Accountants and the Stockholders' Accountants and (C) the resolution of all disputes, pursuant to Section 2.08(b)(ii) by the Independent Accounting Firm. The date the Closing Balance Sheet is deemed final is the "Adjustment Date". Subject to the limitation set forth in Section 2.08(b)(iv)Parent or Seller, on the Adjustment Dateone hand, an adjustment to or Buyer or the Company, on the other hand, as appropriate. For the avoidance of doubt, illustrative examples of the adjustments of the consideration given to the Stockholders pursuant to described in this Agreement shall be made Section 2.2 are attached hereto as follows: Exhibit D (i) In the event that the Reference Balance Sheet Book Value exceeds the Closing Balance Sheet Book Value, by at least the Designated Amount, then the consideration given to the Stockholders shall be adjusted downward in an amount equal to such excess (the "Downward Adjustment"Part 2); provided, however, that in the event Nu Skin has taken actions in connection with the Merger which the parties mutually.

Adjustment of Consideration. Notwithstanding anything to the contrary contained in this Agreement, if, (a) As promptly as practicablebetween the date of this Agreement and the Effective Time, but in the issued and outstanding Common Shares or the issued and outstanding Acquiror Shares shall have been changed into a different number of shares or a different class by reason of any event within ninety stock split, reverse stock split, stock dividend (90other than dividend equivalents paid to members of the Board under the terms of Stock Options or DSUs outstanding on the date hereof), reclassification, redenomination or the like, (b) calendar days following between the date of this Agreement and the Effective Time, Acquiror shall pay any dividend or other distribution on the Acquiror Shares (or declares such a dividend or distribution with a record date prior to the Effective Date), Nu Skin shall deliver to the Stockholders' Representative the Closing Balance Sheet, together with an unqualified report thereon of Nu Skin's Accountants stating that the Closing Balance Sheet fairly presents the consolidated financial position of the Company or (c) at the Effective Date Time, Company's representation and warranties in conformity with U.S. GAAP applied on a basis consistent with Section (e) of Schedule C (Capitalization of Company) or Acquiror's representations and warranties in Section (m) of Schedule D (Capitalization of Acquiror) are not true in any non-de minimis respect relating to the preparation number of fully diluted shares outstanding, then the Reference Balance Sheet. Consideration to be paid per Common Share and any other dependent items (i) Subject shall be appropriately adjusted, in the case of (a) and (b) above, to clause provide to Company and Acquiror and their respective shareholders the same economic effect as contemplated by this Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Consideration to be paid per Common Share or other dependent item, subject to further adjustment in accordance with this sentence, and/or (ii) of this Section 2.08(b), the Closing Balance Sheet delivered by Nu Skin to the Stockholders' Representative shall be deemed appropriately adjusted, in the case of (c) above, to provide to Company and Acquiror and their respective shareholders the same economic effect as contemplated by this Agreement and the Arrangement assuming such representations and warranties are true and correct in all such respects as written and as so adjusted shall be the Consideration to be and shall be finalpaid per Common Share or other dependent item, binding and conclusive on the parties hereto. (ii) The Stockholders' Representative may dispute the amount of the Closing Balance Sheet Book Value subject to the extent the net effect of such disputed amounts in the aggregate would affect the Closing Balance Sheet Book Value by more than the Designated Amount, but only on the basis that the amounts reflected on the Closing Balance Sheet were not arrived at further adjustment in accordance with U.S. GAAP applied on a basis consistent with the preparation of the Reference Balance Sheet; provided, however, that the Stockholders' Representative shall have notified Nu Skin and Nu Skin's Accountants in writing of each disputed item, specifying the amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within thirty (30) Business Days of Nu Skin's delivery of the Closing Balance Sheet this sentence. Any adjustment to the Stockholders' Representative. In the event of such a dispute, the Stockholders' Accountants and Nu Skin's Accountants shall attempt to reconcile their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties hereto. If any such resolution by Nu Skin's Accountants and the Stockholders' Accountants leaves in dispute amounts the net effect of which in the aggregate would not affect the Closing Balance Sheet Book Value by more than the Designated Amount, all such amounts remaining in dispute shall then be deemed to have been resolved in favor of the Closing Balance Sheet delivered by Nu Skin to the Stockholders' Representative. If the Stockholders' Accountants and Nu Skin's Accountants are unable to reach a resolution with such effect within twenty (20) Business Days after receipt by Nu Skin and Nu Skin's Accountants of the Stockholders' Representative written notice of dispute, the Stockholders' Accountants and Nu Skin's Accountants shall submit the items remaining in dispute for resolution to Deloitte & Touche (or, if such firm shall decline to act or is not, at the time of such submission, independent of the Company or Nu Skin, to another independent accounting firm of international reputation mutually acceptable to Nu Skin and the Stockholders' Representative) (the "Independent Accounting Firm"), which shall, within thirty (30) Business Days after such submission, determine and report to Nu Skin and the Stockholders' Representative upon such remaining disputed items, and such report shall be final, binding and conclusive on the Stockholders' Representative and Nu Skin. The fees and disbursements of the Independent Accounting Firm shall be allocated between the Stockholders and Nu Skin in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed items so submitted. (iii) In acting under this Agreement, Nu Skin's Accountants, the Stockholders' Accountants and the Independent Accounting Firm shall be entitled to the privileges and immunities of arbitrators. (iv) No adjustment pursuant to Section 2.08(c) shall be made with respect to amounts disputed by the Stockholders' Representative Consideration pursuant to this Section 2.08(b) unless 2.11 shall maintain the net effect same proportion of the amounts successfully disputed by the Stockholders' Representative Consideration to be paid in the aggregate is to increase the Closing Balance Sheet Book Value by at least the Designated Amount. (c) The Closing Balance Sheet shall be deemed final for the purposes of this Section 2.08 upon the earliest of (A) the failure of the Stockholders' Representative to notify Nu Skin of a dispute within thirty (30) Business Days of Nu Skin's delivery of the Closing Balance Sheet to the Stockholders' Representative, (B) the resolution of all disputes pursuant to Section 2.08(b)(ii) by Nu Skin's Accountants cash and the Stockholders' Accountants and (C) the resolution of all disputes, pursuant to Section 2.08(b)(ii) by the Independent Accounting Firm. The date the Closing Balance Sheet is deemed final is the "Adjustment Date". Subject to the limitation set forth in Section 2.08(b)(iv), on the Adjustment Date, an adjustment to the consideration given to the Stockholders pursuant to this Agreement shall be made Acquiror Shares as follows: (i) In the event that the Reference Balance Sheet Book Value exceeds the Closing Balance Sheet Book Value, by at least the Designated Amount, then the consideration given to the Stockholders shall be adjusted downward in an amount equal contemplated prior to such excess (the "Downward Adjustment"); provided, however, that in the event Nu Skin has taken actions in connection with the Merger which the parties mutuallyadjustment.