Common use of Adjustment Payment Clause in Contracts

Adjustment Payment. After the Final Closing Balance Sheet and the calculation of the Final Net Working Capital, the Final Closing Date Indebtedness and the Final Transaction Expenses become final, conclusive and binding upon the parties in accordance with the provisions of Section 1.05(c), then: (i) If any Post-Closing Addition is required, then Sellers’ Representative shall be entitled to receive a disbursement in accordance with the Escrow Agreement of all Escrow Funds in the Price Adjustment Escrow Account (which disbursement and payment shall be further distributed by Sellers’ Representative to Sellers in accordance with their respective Pro Rata Portions) and Buyer will also pay Sellers’ Representative the amount of the Post-Closing Addition in immediately available funds by wire transfer made within ten (10) Business Days after the final determination of the amount of the Post-Closing Addition pursuant to Section 1.05(d) (which disbursement and payment shall be further distributed by Sellers’ Representative to Sellers in accordance with their respective Pro Rata Portions). (ii) If any Post-Closing Reduction is required, then Buyer shall be entitled to receive a disbursement in accordance with the Escrow Agreement from the Price Adjustment Escrow Account in an amount equal to the Post-Closing Reduction and, to the extent sufficient funds are not available therein, Buyer shall be entitled to receive a disbursement in accordance with the Escrow Agreement from the Indemnity Escrow Account in an amount equal to the amount of such deficiency; provided, however, that if the amount of the Escrow Funds in the Price Adjustment Escrow Account exceeds the amount of the Post-Closing Reduction, such excess after payment of the Post-Closing Reduction to Buyer shall be disbursed to Sellers’ Representative in accordance with the Escrow Agreement (which disbursement shall be further distributed by Sellers’ Representatives to Sellers in accordance with their respective Pro Rata Portions).

Adjustment Payment. After Subject to the Final Closing Balance Sheet and proviso at the calculation end of the Final Net Working Capital, the Final Closing Date Indebtedness and the Final Transaction Expenses become final, conclusive and binding upon the parties in accordance with the provisions of Section 1.05(cthis paragraph (a), then: Acquiror shall make an Adjustment Payment (as defined below, and with such payment being made pursuant to Section 3(a)(i) and 3(a)(ii), as applicable) to each Preferred Holder in an amount equal to (i) If any Postsuch Preferred Holder’s Pro Rata Share of the aggregate value of the Stock Consideration (as valued at the closing price per share of the Acquiror Common Stock on the last full trading day on the NASDAQ Global Select Market prior the Closing pursuant to the terms set forth in Section 2.7(a) of the Merger Agreement) multiplied by (x) the number of shares of Stock Consideration and True-Closing Addition Up Acquiror Common Stock, if any, sold by the Broker on behalf of such Preferred Holder during the applicable Sell Down Period (as defined below) divided by (y) the sum of (I) the aggregate number of shares of Stock Consideration issued to such Preferred Holder pursuant to the Merger Agreement and (II) True-Up Acquiror Common Stock issued to such Preferred Holder pursuant to this Agreement, less (ii) such Preferred Holder’s Net Proceeds with respect to sales by the Broker on behalf of such Preferred Holder of Stock Consideration and True-Up Acquiror Common Stock, if any, during the applicable Sell Down Period; provided that in the event that such amount is requireda negative number, then Sellers’ Representative no Adjustment Payment shall be entitled made to receive such Preferred Holder. The Broker shall provide a disbursement in accordance with the Escrow Agreement written certification to Acquiror and each Preferred Holder of all Escrow Funds in the Price any Adjustment Escrow Account Payment required to be made pursuant to this Section 3(a) within three (which disbursement and payment shall be further distributed by Sellers’ Representative to Sellers in accordance with their respective Pro Rata Portions) and Buyer will also pay Sellers’ Representative the amount of the Post-Closing Addition in immediately available funds by wire transfer made within ten (103) Business Days after the final determination applicable Adjustment Date and, unless Acquiror or any Preferred Holder raises any good faith objection(s) to the calculation of any Adjustment Payment(s) within three (3) Business Days after receipt of such written certification, then Acquiror shall make the Adjustment Payment according to the terms set forth in Section 3(a)(i) or (ii), as applicable. The Broker shall not be responsible to any of the amount Preferred Holders for any shares of Acquiror Common Stock comprising Stock Consideration or True-Up Acquiror Common Stock that the Broker was unable to sell pursuant to this Agreement due to the Volume Limitation, the limited duration of the Post-Closing Addition Sell Down Period, market disruptions, legal, regulatory or contractual restrictions or any other reason beyond the Broker’s reasonable control. (i) In the event that Acquiror elects to make any Adjustment Payments in cash, Acquiror shall, or shall cause the Paying Agent to, make such Adjustment Payments within three (3) Business Days after receipt of the written certification from the Broker of the Adjustment Payment due and owing to each Preferred Holder pursuant to Section 1.05(d3(a) (which disbursement and payment shall be further distributed subject to any objection raised by Sellers’ Representative to Sellers Acquiror or any Preferred Holder as set forth in accordance with their respective Pro Rata PortionsSection 3(a). (ii) If In the event that Acquiror elects to make any PostAdjustment Payments in True-Closing Reduction is requiredUp Acquiror Common Stock, then Buyer Acquiror shall be entitled issue to receive a disbursement in accordance with the Escrow Agreement from the Price Adjustment Escrow Account in each Preferred Holder an amount of True-Up Acquiror Common Stock with a value as of the date of issuance equal to the PostAdjustment Payment for each such Preferred Holder. For these purposes, the shares of the True-Closing Reduction and, up Acquiror Common Stock to be issued to Preferred Holders shall be valued at the closing price per share (as published by Bloomberg) of Acquiror Common Stock on the last full Trading Day on the NASDAQ prior to the extent sufficient funds are not available thereindate of issuance thereof. Acquiror shall issue the True-Up Acquiror Common Stock in book entry form to the Broker on behalf of each Preferred Holder within three (3) Business Days after receipt of the written certification from the Broker of the Adjustment Payment due and owing to each Preferred Holder pursuant to Section 3(a), Buyer subject to any objection raised by Acquiror or any Preferred Holder as set forth in Section 3(a). In addition, the Sell-Down Period shall be entitled extended for an additional thirty (30) Trading Days and the Volume Limitation shall apply to receive a disbursement sales by the Broker of such True-Up Acquiror Common Stock sold in accordance with this extended Sell-Down Period. If any further Adjustment Payments are required pursuant to Section 3(a) at the Escrow Agreement end of this extended Sell-Down Period and as it applies to sales by the Broker on behalf of the Preferred Holders of the True-Up Acquiror Common Stock received by them, then Acquiror shall make such payments in cash within three (3) Business Days after receipt of the written certification from the Indemnity Escrow Account in an amount equal to the amount of such deficiency; provided, however, that if the amount Broker of the Escrow Funds additional Adjustment Payment due and owing to each Preferred Holder pursuant to Section 3(a), subject to any objection raised by Acquiror or any Preferred Holder as set forth in the Price Adjustment Escrow Account exceeds the amount of the Post-Closing Reduction, such excess after payment of the Post-Closing Reduction to Buyer shall be disbursed to Sellers’ Representative in accordance with the Escrow Agreement (which disbursement shall be further distributed by Sellers’ Representatives to Sellers in accordance with their respective Pro Rata PortionsSection 3(a).

Adjustment Payment. After The Purchase Price shall be either increased by the amount by which the Closing Inventory Value is more than the Estimated Closing Inventory Value or decreased by the amount by which the Closing Inventory Value is less than the Estimated Closing Inventory Value (the Purchase Price as so increased or decreased being hereinafter called the “Final Purchase Price”), as set forth herein. Within five Business Days after the Closing Balance Sheet and the calculation of the Final Net Working Capital, the Final Closing Date Indebtedness and the Final Transaction Expenses become final, conclusive and binding upon the parties Inventory Value has been finally determined in accordance with Section 3.03(c), (i) if the Purchase Price is less than the Final Purchase Price, Purchaser shall pay to Seller such shortfall, and (ii) if the Purchase Price is greater than the Final Purchase Price, Seller shall pay to Purchaser such excess. Any payment hereunder shall be made by wire transfer of immediately available funds to an account designated in writing by Purchaser or Seller, as the case may be (such designation to be made at least two Business Days prior to the date on which such payment is due). (e) Access to Purchaser’s Books and Records. Following the Closing and until the date the Inventory Statement has become final and binding pursuant to Section 3.03(c), and without limitation of the provisions of Section 1.05(c6.01(a), then: Purchaser agrees that it shall (i) If any Post-Closing Addition is requiredprovide or cause to be provided to Seller and its Representatives access upon reasonable notice during normal business hours to the properties, then Sellersbooks, contracts, personnel and records of Purchaser and its Affiliates, and Purchaser’s and its accountants’ Representative shall be entitled work papers relevant to receive a disbursement in accordance with the Escrow Agreement of all Escrow Funds in the Price Adjustment Escrow Account (which disbursement and payment shall be further distributed by Sellers’ Representative to Sellers in accordance with their respective Pro Rata Portions) and Buyer will also pay Sellers’ Representative the amount preparation of the Post-Closing Addition in immediately available funds Inventory Statement and the adjustments contemplated by wire transfer made within ten (10) Business Days after the final determination of the amount of the Post-Closing Addition pursuant to this Section 1.05(d) (which disbursement and payment shall be further distributed by Sellers’ Representative to Sellers in accordance with their respective Pro Rata Portions). 3.03, (ii) If provide Seller, upon Seller’s request, with copies of any Post-Closing Reduction is requiredsuch books, then Buyer shall be entitled contracts, records and work papers and (iii) cause its personnel to receive a disbursement in accordance reasonably cooperate with the Escrow Agreement from the Price Adjustment Escrow Account in an amount equal Seller and respond to Seller’s reasonable requests for information promptly with respect to the Post-Closing Reduction and, to the extent sufficient funds are not available therein, Buyer shall be entitled to receive a disbursement in accordance with the Escrow Agreement from the Indemnity Escrow Account in an amount equal to the amount of such deficiency; provided, however, that if the amount preparation of the Escrow Funds Inventory Statement and the calculations therein. The auditors and independent accountants of Purchaser and its Affiliates shall not be obligated to make any work papers available to any Person under this Section 3.03 unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in the Price Adjustment Escrow Account exceeds the amount of the Post-Closing Reduction, form and substance reasonably acceptable to such excess after payment of the Post-Closing Reduction to Buyer shall be disbursed to Sellers’ Representative in accordance with the Escrow Agreement (which disbursement shall be further distributed by Sellers’ Representatives to Sellers in accordance with their respective Pro Rata Portions)auditors or independent accountants.

Adjustment Payment. After the Final Closing Balance Sheet Sheet, the Final Sales Statement and the calculation of the Final Net Working Capital, the Final Closing Date Indebtedness and Indebtedness, the Final Transaction Expenses and the Final Cash and Cash Equivalents become final, conclusive and binding upon the parties in accordance with the provisions of Section 1.05(c1.06(c) and the Final Pension and Retiree Liability becomes final, conclusive and binding upon the parties in accordance with the provisions of Section 1.06(b), then: (i) If any Post-Closing Addition is required, then Sellers’ Representative Seller shall be entitled to receive a disbursement in accordance with the Escrow Agreement of all Escrow Funds in the Price Adjustment Escrow Account (which disbursement and payment shall be further distributed by Sellers’ Representative to Sellers in accordance with their respective Pro Rata Portions) and Buyer will also pay Sellers’ Representative Seller the amount of the Post-Closing Addition in immediately available funds by wire transfer made within ten (10) Business Days after the final determination of the amount of the Post-Closing Addition pursuant to Section 1.05(d) (which disbursement and payment shall be further distributed by Sellers’ Representative to Sellers in accordance with their respective Pro Rata Portions1.06(d). (ii) If any Post-Closing Reduction is required, then Buyer shall be entitled to receive a disbursement in accordance with the Escrow Agreement from the Price Adjustment Escrow Account in an amount equal to the Post-Closing Reduction and, to the extent sufficient funds are not available therein, Seller will pay to Buyer the amount of such deficiency in immediately available funds by wire transfer made within ten (10) Business Days after the final determination of the amount of the Post-Closing Reduction pursuant to Section 1.06(d) (or, at Buyer’s election, Buyer shall be entitled to receive a disbursement in accordance with the Escrow Agreement from the General Indemnity Escrow Account or Additional Indemnity Escrow Account in an amount equal to the amount of such deficiency); provided, however, that if the amount of the Escrow Funds in the Price Adjustment Escrow Account exceeds the amount of the Post-Closing Reduction, such excess after payment of the Post-Closing Reduction to Buyer shall be disbursed to Sellers’ Representative Seller in accordance with the Escrow Agreement (which disbursement shall be further distributed by Sellers’ Representatives to Sellers in accordance with their respective Pro Rata Portions)Agreement.

Adjustment Payment. After the determination of the Final Closing Balance Sheet Net Working Capital, Final Cash Amount, the Final Adjusted Debt Amount, the Final Seller Transaction Expenses and the calculation Final Seller Closing Payment (each as finally determined under Section 2(f)): (i) If there is a Final Deficiency, then, no later than five (5) Business Days after the determination of the Final Closing Net Working Capital, the Final Closing Date Indebtedness Cash Amount, the Final Adjusted Debt Amount, the Final Seller Transaction Expenses and the Final Transaction Expenses become finalSeller Closing Payment in accordance with Section 2(f), conclusive the Seller Representatives and binding upon Buyer shall jointly instruct the parties Escrow Agent to (1) pay to Buyer from the Adjustment Escrow Amount the amount of the Final Deficiency by wire transfer of immediately available funds to the account designated by Buyer and (2) pay any amount remaining in the Adjustment Escrow Amount (after deducting the Final Deficiency) to the accounts designated by the Seller Representatives on behalf of the Sellers in accordance with the provisions of Section 1.05(c), then: (i) Funds Flow Memorandum. If any Post-Closing Addition the Adjustment Escrow Amount is requiredinsufficient to satisfy the Final Deficiency, then Sellers’ Representative the Sellers shall be entitled promptly (but in no event later than five (5) Business Days) pay to receive a disbursement in accordance with Buyer the Escrow Agreement excess of all Escrow Funds in the Price Adjustment Escrow Account (which disbursement and payment shall be further distributed by Sellers’ Representative to Sellers in accordance with their respective Pro Rata Portions) and Buyer will also pay Sellers’ Representative Final Deficiency over the amount of the Post-Closing Addition in immediately available funds by wire transfer made within ten (10) Business Days after Adjustment Escrow Amount, which may be, at the final determination sole discretion of the amount Seller Representatives, paid out of the Post-Closing Addition pursuant to Section 1.05(d) (which disbursement and payment shall be further distributed by Seller Administrative Expense Fund, for the account of the Sellers’ Representative to Sellers in accordance with their respective Pro Rata Portions). (ii) If any Post-there is a Final Excess, then, no later than five (5) Business Days after the determination of the Final Closing Reduction is requiredNet Working Capital, then the Final Cash Amount, the Final Adjusted Debt Amount, the Final Seller Transaction Expenses and the Final Seller Closing Payment in accordance with Section 2(f), (1) Buyer shall be entitled pay to receive a disbursement the Sellers the amount of the Final Excess by wire transfer of immediately available funds to the account or accounts designated by the Seller Representatives in accordance with the Escrow Agreement from the Price Adjustment Escrow Account in an amount equal to the Post-Closing Reduction Funds Flow Memorandum and, (2) to the extent sufficient funds are not available thereinalready released pursuant to Section 2(f)(ii) above, the Seller Representatives and Buyer shall be entitled jointly instruct the Escrow Agent to receive a disbursement pay the entire amount of the Adjustment Escrow Fund by wire transfer of immediately available funds to the account or accounts designated by the Seller Representatives in accordance with the Escrow Agreement from Funds Flow Memorandum. (iii) If the Indemnity Escrow Account Final Seller Transaction Expenses is greater than the Estimated Seller Transaction Expenses, and the difference between such amounts was taken into account in an amount equal calculating the Final Deficiency or the Final Excess, as the case may be, Buyer shall pay the incremental Seller Transaction Expenses to the amount of such deficiency; provided, however, that if the amount applicable accounts. (iv) Any payments made to any Party pursuant to this Section 2(g) shall constitute an adjustment of the Escrow Funds in Purchase Price for Tax purposes and shall be treated as such by the Price Adjustment Escrow Account exceeds Parties hereto on their Tax Returns to the amount greatest extent permitted by Law. (v) It is the intent of the Post-Closing Reductionparties that no double counting shall occur with respect to amounts taken into account in calculations and determinations made pursuant to this Section 2, such excess after payment of the Post-Closing Reduction to Buyer and that this Agreement shall be disbursed to Sellers’ Representative in accordance with the Escrow Agreement (which disbursement shall be further distributed by Sellers’ Representatives to Sellers in accordance with their respective Pro Rata Portions)interpreted consistent therewith.

Adjustment Payment. After Following the Final Closing Balance Sheet verification of the actual tax liability of the Company, the due diligence review conducted by the Buyer and GDMI, and the calculation completion of the Final Net Working Capitalinventory procedure as pursuant to Sub-Clause 2.5, the Final Closing Date Indebtedness Purchase Price may be adjusted under the terms and conditions set forth in Sub-Clauses 2.1, 2.4 and 2.5. 1. The Purchase Price may be adjusted only if the Final Transaction Expenses become finalmaterial furnished to the Buyer prior to the signing of the Letter of Intent is materially inaccurate as compared to the information furnished to the Buyer and GDMI for purposes of the Buyer's and GDMI's due diligence review ("Material Inaccuracy"). For purposes of determining the Material Inaccuracy, conclusive such materially inaccurate material shall have an effect of at least FIM 1,000,000 on the interim account to be made as of June 30, 1997. The Purchase Price may then be increased or decreased as the case may be ("Adjustment Payment") for the total amount of the Material Inaccuracy. 2. The party claiming the Adjustment Payment shall deliver to the other party, within thirty five (35) calendar days after the Closing, the detailed basis in writing for the Material Inaccuracy and binding upon the parties in accordance with the provisions of Section 1.05(c), then: (i) If any Post-Closing Addition is required, then Sellers’ Representative shall be entitled to receive a disbursement in accordance with the Escrow Agreement of all Escrow Funds in the Price Adjustment Escrow Account (which disbursement and payment shall be further distributed by Sellers’ Representative to Sellers in accordance with their respective Pro Rata Portions) and Buyer will also pay Sellers’ Representative the amount of the Post-Closing Addition in immediately available funds subsequent Adjustment Payment. 3. If the other party has no objection to the Material Inaccuracy that other party shall make the Adjustment Payment by wire transfer made within ten thirty (1030) Business Days calendar days after receipt of the deliveries described in paragraph 2.4.2. 4. If the other party objects to the Material Inaccuracy that other party shall within thirty (30) calendar days after receipt of the deliveries specified in paragraph 2.4.2 notify the claiming party in writing of such objection, and deliver to the claiming party the other party's particulars forming the basis for the objections. 5. If the parties thereafter agree on the Purchase Price, the appropriate party shall within five (5) calendar days after such agreement make the Adjustment Payment by wire transfer. If the claiming party does not agree with the other party's objection of the Adjustment Payment, then the claiming party shall, within thirty (30) calendar days after receipt thereof, notify the other party in writing of such fact. 6. Any disagreement about the Material Inaccuracy and the Adjustment Payment between the parties remaining after the final procedures set out above shall then be submitted by either party for resolution to Ernst & Young or any other firm of independent certified public accountants of international standing as is agreed to in writing by the Buyer and the Seller (the "Independent Accountants"). Each party shall furnish, at its own expense, the Independent Accountants and the other party with such documents and other written information as the Independent Accountants may request or deemed relevant by either party. The Independent Accountants shall have the right to ask such questions and conduct such examination as they deem necessary. 7. The Independent Accountants shall, within thirty (30) days after completion of the proceedings set forth in paragraph 2.4.6 above, render their decision on the question and their determination of the amount of the Post-Closing Addition pursuant to Section 1.05(d) (which disbursement Purchase Price in writing and payment such decision shall be further distributed final and binding on the parties. The Buyer or the Seller, as appropriate, shall within five (5) calendar days after such decision, make the Adjustment Payment by Sellers’ Representative to Sellers in accordance with their respective Pro Rata Portions). (ii) If any Post-Closing Reduction is required, then Buyer wire transfer as determined by the Independent Accountants. The fees for the Independent Accountants shall be entitled to receive a disbursement in accordance with shared equally between the Escrow Agreement from the Price Adjustment Escrow Account in an amount equal to the Post-Closing Reduction and, to the extent sufficient funds are not available therein, Buyer shall be entitled to receive a disbursement in accordance with the Escrow Agreement from the Indemnity Escrow Account in an amount equal to the amount of such deficiency; provided, however, that if the amount of the Escrow Funds in the Price Adjustment Escrow Account exceeds the amount of the Post-Closing Reduction, such excess after payment of the Post-Closing Reduction to Buyer shall be disbursed to Sellers’ Representative in accordance with the Escrow Agreement (which disbursement shall be further distributed by Sellers’ Representatives to Sellers in accordance with their respective Pro Rata Portions)parties.

Adjustment Payment. After the Final Closing Balance Sheet and the calculation Upon determination, in accordance with Section 2.5(b), of the Final Net Working CapitalPurchase Price Calculation Statement and the final calculations of the items to be included therein under Section 2.5(a), the Final Closing Date Indebtedness and Aggregate Purchase Price will be recalculated using such finally determined amounts. The following payments, if any, will be deemed to be adjustments to the Final Transaction Expenses become final, conclusive and binding upon the parties in accordance with the provisions of Section 1.05(c), then:Aggregate Purchase Price for all purposes. (i) If any Post-Closing Addition the Aggregate Purchase Price (as recalculated under this Section 2.5(c)) is requiredgreater than the Estimated Purchase Price, then Sellers’ Representative shall Buyer will pay or cause to be entitled paid, no later than three Business Days after the Final Purchase Price Calculation Statement becomes final and binding under Section 2.5(b), to receive a disbursement Sellers in accordance with the Payment Schedule (allocated in accordance with each Seller’s Pro Rata Percentage) and the Wire Transfer Instructions, by wire transfer of immediately available funds, the amount of such excess over the Estimated Purchase Price. (ii) (1) If the Aggregate Purchase Price (as recalculated under this Section 2.5(c)) is less than the Estimated Purchase Price, then Sellers Agent and Buyer will provide joint instructions to the Escrow Agreement Agent to release an amount equal to the amount of all Escrow Funds any deficiency from the Estimated Purchase Price to Buyer from the Aggregate Purchase Price Adjustment Account and (2) any amount remaining in the Aggregate Purchase Price Adjustment Escrow Account (which disbursement and if any) after the payment shall be further distributed by Sellers’ Representative in clause (1) of this subsection, to Sellers in accordance with their respective Pro Rata Portions) Percentages. If the value of such deficiency exceeds the amount in the Aggregate Purchase Price Adjustment Account, the Sellers Agent and Buyer will also pay Sellers’ Representative shall execute and deliver a joint written instruction to the Escrow Agent directing that the entire amount of the Post-Closing Addition Aggregate Purchase Price Adjustment Account be release to Buyer and the remaining deficiency shall be paid by the Sellers to the Buyer in immediately available funds by wire transfer accordance with their Pro Rata Percentages. (iii) If the Aggregate Purchase Price (as recalculated under this Section 2.5(c)) is equal to or greater than the Estimated Purchase Price, then no payment will be made within ten (10) to Buyer from the Aggregate Purchase Price Adjustment Account and, no later than three Business Days after the Final Purchase Price Calculation Statement becomes final determination of and binding under Section 2.5(b), Sellers Agent and Buyer will provide joint instructions to the Escrow Agent to release the amount of remaining in the Post-Closing Addition pursuant Aggregate Purchase Price Adjustment Account to Section 1.05(d) (which disbursement and payment shall be further distributed by Sellers’ Representative to Sellers , in accordance with their respective Pro Rata Portions)Percentages. (ii) If any Post-Closing Reduction is required, then Buyer shall be entitled to receive a disbursement in accordance with the Escrow Agreement from the Price Adjustment Escrow Account in an amount equal to the Post-Closing Reduction and, to the extent sufficient funds are not available therein, Buyer shall be entitled to receive a disbursement in accordance with the Escrow Agreement from the Indemnity Escrow Account in an amount equal to the amount of such deficiency; provided, however, that if the amount of the Escrow Funds in the Price Adjustment Escrow Account exceeds the amount of the Post-Closing Reduction, such excess after payment of the Post-Closing Reduction to Buyer shall be disbursed to Sellers’ Representative in accordance with the Escrow Agreement (which disbursement shall be further distributed by Sellers’ Representatives to Sellers in accordance with their respective Pro Rata Portions).

Adjustment Payment. After the Final Closing Balance Sheet and the calculation Upon determination, in accordance with Section 2.6(b), of the Final Net Working CapitalAggregate Cash Consideration Calculation Statement and the final calculations of the items to be included therein under Section 2.6(a), the Final Aggregate Cash Consideration will be recalculated using such finally determined amounts. Following such recalculation, Buyer and the Shareholders will update the Closing Date Indebtedness Exhibit C (the “Final Exhibit C”) to reflect the final allocation of the Aggregate Cash Consideration to the Option Holders and the Final Shareholders (including updating the amounts and allocation of the deductions from Aggregate Cash Consideration contemplated by Section 2.5(f) and allocating to each such Shareholder its (A) Adjusted Pro Rata Share of finally determined Company Transaction Expenses become final(less that portion of Company Transaction Expenses deducted from the amounts paid to the Option Holders pursuant to Sections 2.4 and 2.5(e)) and (B) Closing Leakage Portion). The Final Exhibit C shall be delivered to each Shareholder promptly upon completion thereof. The following payments, conclusive and binding upon if any, will be deemed to be adjustments to the parties in accordance with the provisions of Section 1.05(c), then:Aggregate Cash Consideration for all purposes. (i) If the amount payable to any Post-Shareholder as specified on the Final Exhibit C shall be greater than the amount paid to such Shareholder as specified on the Closing Addition is requiredDate Exhibit C, then Sellers’ Representative shall be entitled to receive a disbursement in accordance with the Escrow Agreement of all Escrow Funds in the Price Adjustment Escrow Account no later than three (which disbursement and payment shall be further distributed by Sellers’ Representative to Sellers in accordance with their respective Pro Rata Portions) and Buyer will also pay Sellers’ Representative the amount of the Post-Closing Addition in immediately available funds by wire transfer made within ten (103) Business Days after the final determination of Final Exhibit C shall be prepared, (A) Buyer shall pay or cause to be paid the amount of such excess to the Post-Closing Addition Paying Agent by wire transfer of immediately available funds pursuant to Section 1.05(dthe Wire Transfer Instructions (and immediately following receipt of the funds specified in this clause (i), the Paying Agent shall pay to each Shareholder the requisite amounts) and (which disbursement B) the ESOP Trustee and payment shall be further distributed by Sellers’ Representative Buyer will provide joint instructions to Sellers in accordance with their respective Pro Rata Portions)the Escrow Agent to release the full Adjustment Escrow Amount from the Adjustment Escrow Account to the ESOP. (ii) If the amount paid to any Post-Shareholder as specified on the Closing Reduction is requiredDate Exhibit C shall be greater than the amount payable to such Shareholder as specified on the Final Exhibit C, then Buyer no later than three (3) Business Days after the Final Exhibit C shall be entitled prepared, such Shareholder shall pay to receive a disbursement in accordance with the Escrow Agreement from the Price Adjustment Escrow Account in an amount equal to the Post-Closing Reduction and, to the extent sufficient funds are not available therein, Buyer shall be entitled to receive a disbursement in accordance with the Escrow Agreement from the Indemnity Escrow Account in an amount equal to the amount of such deficiencyexcess; provided, howeverthat any payment required to be paid by the ESOP pursuant to this clause (ii) shall be paid solely from the Adjustment Escrow Account (and the ESOP Trustee and Buyer will provide joint instructions to the Escrow Agent to release (A) an amount in cash equal to the payment required to be paid by the ESOP from the Adjustment Escrow Account to Buyer and (B) if positive, that if an amount in cash equal to the Adjustment Escrow Amount minus the amount of cash described in clause (A) to the Escrow Funds in the Price Adjustment Escrow Account exceeds the amount of the Post-Closing Reduction, such excess after payment of the Post-Closing Reduction to Buyer shall be disbursed to Sellers’ Representative in accordance with the Escrow Agreement (which disbursement shall be further distributed by Sellers’ Representatives to Sellers in accordance with their respective Pro Rata PortionsESOP).

Adjustment Payment. After the Final Closing Balance Sheet and the calculation Upon final determination of the Final Net Working CapitalAdjustment Amount: (a) If the Final Adjustment Amount exceeds the Estimated Adjustment Amount (the amount, if any, by which the Final Adjustment Amount is greater than the Estimated Adjustment Amount shall be referred to as, the Final Closing Date Indebtedness and “Adjustment Surplus”), then (A) Purchaser will pay to the Final Transaction Expenses become finalDisbursing Agent (for further distribution to the Sellers in accordance with each Seller’s respective Pro Rata Share pursuant to the Disbursing Agent Agreement), conclusive and binding upon the parties Adjustment Surplus, by wire transfer of immediately available funds, in accordance with the provisions of Section 1.05(c)wire instructions specified for Sellers in the Distribution Schedule, then: and (iB) If any Post-Closing Addition is required, then Purchaser and the Sellers’ Representative shall be entitled to receive a disbursement in accordance with instruct the Escrow Agreement of all Escrow Funds in Agent to release to the Price Adjustment Escrow Account Disbursing Agent (which disbursement and payment shall be for further distributed by Sellers’ Representative distribution to the Sellers in accordance with their each Seller’s respective Pro Rata Portions) and Buyer will also pay Sellers’ Representative the amount of the Post-Closing Addition in immediately available funds by wire transfer made within ten (10) Business Days after the final determination of the amount of the Post-Closing Addition Share pursuant to Section 1.05(dthe Disbursing Agent Agreement), the Adjustment Escrow Funds in accordance with this Agreement and the Escrow Agreement. (b) If the Final Adjustment Amount is less than the Estimated Adjustment Amount (the amount, if any, by which disbursement and payment the Estimated Adjustment Amount is greater than the Final Adjustment Amount shall be further distributed referred to as, the “Adjustment Shortfall”), then the payment of such Adjustment Shortfall will be made (i) first by Sellers’ Representative to deducting such amount from the Adjustment Escrow Funds, and (ii) thereafter, from the Sellers in accordance with their respective Pro Rata Portionsthis Section 2.6. If the Adjustment Shortfall is less than the Adjustment Escrow Funds, the Purchaser shall release to Sellers, pursuant to the Disbursing Agent Agreement the remaining Adjustment Escrow Funds (after deducting any Adjustment Shortfall) in accordance with this Agreement and the Escrow Agreement. In the event the Adjustment Shortfall is greater than the Adjustment Escrow Funds (the amount, if any, by which the Adjustment Shortfall is greater than the Adjustment Escrow Funds shall be referred to as, the “Adjustment Escrow Shortfall”), Purchaser, shall recover, without duplication, any portion of the Adjustment Escrow Shortfall by way of (1) first, release from the Indemnification Escrow Funds and (2) thereafter, payment from the Sellers, directly. (iic) If any Post-Closing Reduction the Final Adjustment Amount is required, then Buyer shall be entitled to receive a disbursement in accordance with the Escrow Agreement from the Price Adjustment Escrow Account in an amount equal to the Post-Closing Reduction andEstimated Adjustment Amount, to then the extent sufficient funds are not available therein, Buyer shall be entitled to receive a disbursement in accordance with the Escrow Agreement from the Indemnity Escrow Account in an amount equal to the amount of such deficiency; provided, however, that if the amount of the Escrow Funds in the Price Adjustment Escrow Account exceeds the amount of the Post-Closing Reduction, such excess after payment of the Post-Closing Reduction to Buyer shall be disbursed to Purchaser and Sellers’ Representative in accordance with shall instruct the Escrow Agreement Agent to release to the Disbursing Agent (which disbursement shall be for further distributed by Sellers’ Representatives distribution to the Sellers in accordance with their each Seller’s respective Pro Rata PortionsShare pursuant to the Disbursing Agent Agreement), the Adjustment Escrow Funds in accordance with this Agreement and the Escrow Agreement. (d) Any payment to be made or joint instruction to be issued pursuant to this Section 2.6 shall made or issued by the applicable Part(ies), within five (5) Business Days of the date on which the Final Adjustment Amount is finally determined. (e) The Adjustment Escrow Funds may be paid to Purchaser or distributed to Sellers, as applicable, solely and exclusively in accordance with this Section 2.6 and shall not be available for any other payment to Purchaser or any of its Affiliates. (f) Except as otherwise set forth in this Agreement, including pursuant to ARTICLE 8) or in the event of Fraud, the Parties agree that Sections 2.5 and 2.6 are the sole and exclusive remedy for resolving disputes with respect to the Adjustment Amount.

Adjustment Payment. After (i) The Closing Date Payment shall be (A) increased by the Final amount by which Closing Balance Sheet and Working Capital is greater than the calculation of Estimated Closing Working Capital or decreased by the Final Net amount by which Closing Working Capital is less than the Estimated Closing Working Capital, (B) increased by the Final amount by which Closing Cash is greater than the Estimated Closing Cash or decreased by the amount by which Closing Cash is less than the Estimated Closing Cash and (C) increased by the amount by which the Unpaid Severance Amount is less than the Estimated Unpaid Severance Amount or decreased by the amount by which the Unpaid Severance Amount is greater than the Estimated Unpaid Severance Amount (the Closing Date Indebtedness and Payment as so increased or decreased being referred to herein as the Final Transaction Expenses become final, conclusive and binding upon the parties in accordance with the provisions of Section 1.05(c), then: (i) If any Post-“Adjusted Closing Addition is required, then Sellers’ Representative shall be entitled to receive a disbursement in accordance with the Escrow Agreement of all Escrow Funds in the Price Adjustment Escrow Account (which disbursement and payment shall be further distributed by Sellers’ Representative to Sellers in accordance with their respective Pro Rata Portions) and Buyer will also pay Sellers’ Representative the amount of the Post-Closing Addition in immediately available funds by wire transfer made within ten (10) Business Days after the final determination of the amount of the Post-Closing Addition pursuant to Section 1.05(d) (which disbursement and payment shall be further distributed by Sellers’ Representative to Sellers in accordance with their respective Pro Rata PortionsDate Payment”). (ii) If any Post-Within five business days after the Closing Reduction Balance Sheet and the Final Statement have become final and binding in accordance with Section 3.02(b): (A) if the Closing Date Payment is requiredless than the Adjusted Closing Date Payment, then Buyer (1) Parent shall pay, or cause to be entitled paid, to receive a disbursement the Paying Agent an amount equal to such difference (the amount of such difference, the “Parent Shortfall”) to the Paying Agent (for further distribution by the Paying Agent to each Unitholder according to such Unitholder’s Pro Rata Adjustment Escrow Share of such Parent Shortfall and otherwise in accordance with the Certificate of Formation, the Company LLC Agreement, any award agreement (including any “Unit Award Agreement” as such term is defined in the Company LLC Agreement) in respect of Class B Units and applicable Law, including the DLLCA, as applicable) in cash by wire transfer of immediately available funds to an account designated in writing by the Representative at least two business days prior to the payment date and (2) Parent and the Representative shall deliver joint written instructions to the Escrow Agreement Agent instructing the Escrow Agent to release the Adjustment Escrow Funds from the Price Adjustment Escrow Account to the Paying Agent (for further distribution by the Paying Agent to each Unitholder according to such Unitholder’s Pro Rata Adjustment Escrow Share of such Adjustment Escrow Funds and otherwise in accordance with the Certificate of Formation, the Company LLC Agreement, any award agreement (including any “Unit Award Agreement” as such term is defined in the Company LLC Agreement) in respect of Class B Units and applicable Law, including the DLLCA, as applicable); and (B) if the Closing Date Payment is greater than the Adjusted Closing Date Payment (the amount of such difference, the “Unitholder Shortfall”), Parent and the Representative shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to deliver to Parent an amount equal to the Post-Closing Reduction Unitholder Shortfall out of the Adjustment Escrow Account (and, if applicable, out of the Indemnity Escrow Account as provided for in clause (y) of the following proviso); provided that (x) if the Unitholder Shortfall is less than the Adjustment Escrow Funds (the amount by which the Unitholder Shortfall is less than the Adjustment Escrow Funds is referred to as the “Adjustment Escrow Excess Amount”), Parent and the Representative shall deliver joint written instructions to the extent sufficient funds are not available therein, Buyer shall be entitled Escrow Agent instructing the Escrow Agent to receive a disbursement release the Adjustment Escrow Excess Amount from the Adjustment Escrow Account to the Paying Agent (for further distribution by the Paying Agent to each Unitholder according to such Unitholder’s Pro Rata Adjustment Escrow Share of such Adjustment Escrow Excess Amount and otherwise in accordance with the Certificate of Formation, the Company LLC Agreement, any award agreement (including any “Unit Award Agreement” as such term is defined in the Company LLC Agreement) in respect of Class B Units and applicable Law, including the DLLCA, as applicable) substantially simultaneously with the payment to Parent of funds from the Adjustment Escrow Agreement Account and (y) if the Unitholder Shortfall is more than the Adjustment Escrow Funds (the amount by which the Unitholder Shortfall is more than the Adjustment Escrow Funds is referred to as the “Adjustment Escrow Shortfall Amount”), Parent and the Representative shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release the Adjustment Escrow Shortfall Amount from the Indemnity Escrow Account to Parent substantially simultaneously with the payment to Parent of funds from the Adjustment Escrow Account. (iii) The parties’ payment obligations under this Section 3.02(c) shall not be subject to offset or reduction by reason of any actual or alleged breach of any representation, warranty or covenant contained in an amount equal this Agreement or any right or alleged right of indemnification hereunder or for any other reason. Parent shall have no liability with respect to the amount of such deficiency; provided, however, that if the amount of the Escrow Funds in the Price Adjustment Escrow Account exceeds the amount of the Post-Closing Reduction, such excess after payment of the Post-Closing Reduction to Buyer shall be disbursed to Sellers’ Representative payments made in accordance with the Escrow Closing Consideration Schedule or any amounts which the Representative is required to distribute to the Unitholders pursuant to this Agreement (which disbursement shall or the Indemnification Agreement. For the avoidance of doubt, except as otherwise contemplated by the Indemnification Agreement, in no event will Parent or Merger Sub be further distributed by Sellers’ Representatives required to Sellers pay amounts in accordance with their respective Pro Rata Portions)the aggregate to the Unitholders in excess of the Final Purchase Price.

Adjustment Payment. After the Final Closing Balance Sheet and the calculation If as a result of the Final Net Working Capital, final determination of the Final Closing Date Indebtedness and the Final Transaction Expenses become final, conclusive and binding upon the parties in accordance with the provisions of Adjusted Purchase Price pursuant to this Section 1.05(c), then: 1.05: (i) If any Post-Closing Addition is requiredthe Adjusted Purchase Price as finally determined pursuant to this Section 1.05 exceeds the Estimated Adjusted Purchase Price, then Sellers’ Representative shall be entitled to receive a disbursement in accordance with the Escrow Agreement of all Escrow Funds in the Price Adjustment Escrow Account within five (which disbursement and payment shall be further distributed by Sellers’ Representative to Sellers in accordance with their respective Pro Rata Portions) and Buyer will also pay Sellers’ Representative the amount of the Post-Closing Addition in immediately available funds by wire transfer made within ten (105) Business Days after the date of the final determination of the Adjusted Purchase Price, (A) Buyer shall pay to Seller the amount of the Post-Closing Addition pursuant such excess by wire transfer of immediately available funds to Section 1.05(dan account or accounts designated in writing by Seller and (B) (which disbursement Buyer and payment shall be further distributed by Sellers’ Representative to Sellers in accordance with their respective Pro Rata Portions). (ii) If any Post-Closing Reduction is required, then Buyer shall be entitled to receive a disbursement in accordance with Seller will jointly instruct the Escrow Agreement from Agent to disburse to Seller, out of the Purchase Price Adjustment Adjustment/Special Escrow Account Amount, by wire transfer of immediately available funds to an account designated in writing by Seller, an amount equal to $500,000; or (ii) the Post-Closing Reduction andAdjusted Purchase Price as finally determined pursuant to this Section 1.05 is less than the Estimated Adjusted Purchase Price, to within five (5) Business Days after the extent sufficient funds are not available thereindate of the final determination of the Adjusted Purchase Price, Buyer shall be entitled to receive a disbursement in accordance with and Seller will jointly instruct the Escrow Agreement from Agent to (A) disburse to Buyer, out of the Indemnity Purchase Price Adjustment/Special Escrow Account Amount, by wire transfer of immediately available funds to an account designated in writing by Buyer, an amount equal to such shortfall (the amount of such deficiency; provided, however, that “Purchase Price Adjustment Shortfall”) and (B) if the amount Purchase Price Adjustment Shortfall is less than $500,000, disburse to Seller, out of the Purchase Price Adjustment/Special Escrow Funds Amount, by wire transfer of immediately available funds to an account designated in writing by Seller, an amount equal to $500,000 minus the Purchase Price Adjustment Shortfall. Seller shall not have any liability for any amounts due pursuant to this Section 1.05(e)(ii) except to the extent of the funds available in the Escrow Accounts. A payment by Buyer or Seller under this Section 1.05(e) will be treated as an adjustment to the Purchase Price Adjustment Escrow Account exceeds the amount of the Post-Closing Reductionfor Tax purposes, such excess after payment of the Post-Closing Reduction to Buyer shall be disbursed to Sellers’ Representative in accordance with the Escrow Agreement (which disbursement shall be further distributed unless otherwise required by Sellers’ Representatives to Sellers in accordance with their respective Pro Rata Portions).applicable Law. 6

Adjustment Payment. After the Final Closing Balance Sheet and the calculation of the Final Net Working Capital, the Final Closing Date Indebtedness and the Final Transaction Expenses become final, conclusive and binding upon the parties in accordance with the provisions of Section 1.05(c), then: The Purchase Price shall be: (A) decreased by an amount equal to (i) If any Post-the amount, if any, by which Net Working Capital as of Closing Addition is required, then Sellers’ Representative shall be entitled to receive a disbursement in accordance with the Escrow Agreement of all Escrow Funds in the Price Adjustment Escrow Account (which disbursement and payment shall be further distributed by Sellers’ Representative to Sellers in accordance with their respective Pro Rata Portions) and Buyer will also pay Sellers’ Representative the amount of the Post-Closing Addition in immediately available funds by wire transfer made within ten (10) Business Days after the final determination of the amount of the Post-Closing Addition pursuant to Section 1.05(d) (which disbursement and payment shall be further distributed by Sellers’ Representative to Sellers in accordance with their respective Pro Rata Portions). less than $4,919,000; plus (ii) If any Post-the amount, if any, by which the net book value of Equipment Held for Lease as of Closing Reduction is required, then Buyer shall be entitled to receive a disbursement in accordance with the Escrow Agreement from the Price Adjustment Escrow Account in less than $1,081,539,000; and (B) increased by an amount equal to the Post-amount, if any, by which the net book value of Equipment Held for Lease as of Closing Reduction and, to is greater than $1,081,539,000 (the extent sufficient funds are not available therein, Buyer shall be entitled to receive a disbursement Purchase Price as so increased or decreased being hereinafter called the "Adjusted Purchase Price"). Within 10 days after the Statement has become final and binding in accordance with Section 2.05(b), (i) if the Escrow Agreement from Closing Date Payment is greater than the Indemnity Escrow Account in Adjusted Purchase Price, Seller shall pay to Purchaser an amount equal to such difference, plus simple interest thereon at the amount of such deficiency; providedApplicable Settlement Rate from the Closing Date to the date payment is made in full, however, that and (ii) if the Closing Date Payment is less than the Adjusted Purchase Price, Purchaser shall pay to Seller an amount of equal to such difference, plus simple interest thereon at the Escrow Funds Applicable Settlement Rate from the Closing Date to the date payment is made in full (the Price Adjustment Escrow Account exceeds Closing Date Payment as so increased or decreased being hereinafter called the amount of the Post-Closing Reduction, "Final Purchase Price"). Any such excess after payment of the Post-Closing Reduction to Buyer hereunder shall be disbursed made by wire transfer of immediately available funds to Sellers’ Representative an account designated in accordance with writing by Purchaser or Seller, as the Escrow Agreement case may be. For purposes of this Section 2.05(c), (which disbursement x) the "Applicable Settlement Rate" shall be further distributed by Sellers’ Representatives Closing Date LIBOR plus one percent (1%), and (y) "Closing Date LIBOR" shall be the London Interbank Offered Rate (LIBOR) as reported on the Closing Date in The Wall Street Journal for the specified interval of calendar months (expressed as the 3-month LIBOR rate, 6-month LIBOR rate, 9-month LIBOR rate and so on, as applicable) that most closely corresponds to Sellers the time period between the Closing Date and the date that payment in accordance with their respective Pro Rata Portions)full pursuant to this Section 2.05(c) is made.

Adjustment Payment. After Upon the determination, in accordance with this Section 2.5, of the Final Indebtedness, the Final Cash and the Final Transaction Expenses, the Closing Balance Sheet and Date Cash Consideration will be recalculated using such finally determined amounts in lieu of the estimates of such amounts used in the calculation of the Final Net Working Capital, the Final Estimated Closing Date Indebtedness and the Final Transaction Expenses become finalCash Consideration payable at Closing, conclusive and binding upon the parties in accordance with the provisions of Section 1.05(c), thenas follows: (i) If any Post-the Closing Addition Date Cash Consideration as recalculated pursuant to this Section 2.5 is requiredgreater than the Estimated Closing Date Cash Consideration, then Sellers’ Representative shall Buyer will pay the Sellers such excess amount within five (5) Business Days after the determination of the Final Indebtedness, Final Cash and the Final Transaction Expenses. Such payment will be entitled made by wire transfer or delivery of other immediately available xxxxx to receive a disbursement the Sellers in accordance with the Escrow Agreement of all Escrow Funds applicable percentages set forth in the Price Adjustment Escrow Account Consideration Allocation Schedule, using the wire instructions for each Seller set forth in the Funds Flow Memorandum. (which disbursement and ii) If the Closing Date Cash Consideration as recalculated pursuant to this Section 2.5 is equal to the Estimated Closing Date Consideration payable at Closing, then no farther payment shall be further distributed payable by Sellers’ Representative Buyer or the Sellers under this Section 2.5. (iii) If the Closing Date Cash Consideration as recalculated pursuant to this Section 2.5 is less than the Estimated Closing Date Consideration, then the Sellers will pay to Buyer such deficiency (to an account to-be-designated in accordance with their respective Pro Rata Portionswriting by Buyer) and Buyer will also pay Sellers’ Representative the amount of the Post-Closing Addition in immediately available funds by wire transfer made within ten (10) Business Days after the final determination of the amount of Final Cash, the Post-Closing Addition Final Indebtedness, and the Final Transaction Expenses. Each Seller will be severally, and not jointly, liable for amounts payable to Buyer pursuant to this Section 1.05(d) (which disbursement and payment shall be further distributed by Sellers’ Representative to Sellers in accordance with their respective Pro Rata Portions). (ii) If any Post-Closing Reduction is required, then Buyer shall be entitled to receive a disbursement in accordance with the Escrow Agreement from the Price Adjustment Escrow Account in an amount equal to the Post-Closing Reduction and, to the extent sufficient funds are not available therein, Buyer shall be entitled to receive a disbursement in accordance with the Escrow Agreement from the Indemnity Escrow Account in an amount equal to the amount of such deficiency2.5; provided, however, that if the amount of the Escrow Funds Buyer may in the Price Adjustment Escrow Account exceeds the amount of the Post-Closing Reduction, its sole discretion set any such excess after payment of the Post-Closing Reduction deficiency off against any Contingent Payments pursuant to Buyer Section 2.6. (iv) Any adjustments made pursuant to this Section 2.5 shall be disbursed treated as an adjustment to Sellers’ Representative in accordance with the Escrow Agreement (which disbursement shall be further distributed by Sellers’ Representatives Base Closing Date Cash Consideration, except to Sellers in accordance with their respective Pro Rata Portions)the extent that applicable Tax law does not permit such treatment.

Adjustment Payment. After the Final Closing Balance Sheet and the calculation of the Final Net Working Capital, the Final Closing Date Indebtedness and the Final Transaction Expenses become final, conclusive and binding upon the parties in accordance with the provisions of Section 1.05(c), then: (i) If any Post-it is determined, pursuant to this Section 2.4, that (a) the Closing Addition Working Capital is requiredless than the Working Capital Estimate, then Sellers’ and (b) there is a Carryforward Overage, then, not later than five (5) business days after such determination, the Seller Representative and Buyer shall be entitled to receive a disbursement in accordance with instruct the Escrow Agreement Agent (x) to pay from the Working Capital Escrow Amount to Buyer the sum of all Escrow Funds in (i) the Price Adjustment Escrow Account (which disbursement and payment shall be further distributed by Sellers’ Representative to Sellers in accordance with their respective Pro Rata Portions) and Buyer will also pay Sellers’ Representative the amount excess of the Post-Working Capital Estimate over the Closing Addition in Working Capital and (ii) the Carryforward Overage, by wire transfer of immediately available funds (and, if the Working Capital Escrow Amount is less than such sum, Seller shall pay to Buyer, by wire transfer made within ten (10) Business Days after of immediately available funds, an amount sufficient to make up, when combined with the final determination of Working Capital Escrow Amount, the full amount of such sum) and (y) to pay from the Post-Closing Addition pursuant Working Capital Escrow Amount to Section 1.05(d) (which disbursement and payment shall be further distributed by Sellers’ the Seller Representative to Sellers in accordance with their respective Pro Rata Portions)the remainder thereof, if any. (ii) If any Post-it is determined, pursuant to this Section 2.4, that (a) the Closing Reduction Working Capital is requiredless than the Working Capital Estimate, then and (b) there is a Carryforward Underage, then, not later than five (5) business days after such determination, (i) the Seller Representative and Buyer shall be entitled to receive a disbursement in accordance with instruct the Escrow Agreement Agent to pay from the Price Adjustment Working Capital Escrow Account in an amount equal Amount to Buyer the Post-excess of the Working Capital Estimate over the Closing Reduction Working Capital by wire transfer of immediately available funds (and, to if the extent sufficient funds are not available therein, Buyer shall be entitled to receive a disbursement in accordance with the Working Capital Escrow Agreement from the Indemnity Escrow Account in an amount equal to Amount is less than the amount of such deficiency; providedexcess, howeverSeller shall pay to Buyer, by wire transfer of immediately available funds, an amount sufficient to make up, when combined with the Working Capital Escrow Amount, the full amount of such excess), (ii) the Seller Representative and Buyer shall instruct the Escrow Agent to pay from the Working Capital Escrow Amount to the Seller Representative the remainder thereof, if any, and (iii) Buyer will pay to the Seller Representative the Carryforward Underage, by wire transfer of immediately available funds. Notwithstanding the foregoing, if the excess of the Working Capital Estimate over the Closing Working Capital is greater than the Carryforward Underage, then the Seller Representative and Buyer shall instruct the Escrow Agent to deduct the Carryforward Underage from the amount the Escrow Agent is otherwise required to pay from the Working Capital Escrow Amount pursuant to clause (i) above, and Buyer shall not be obligated to pay the Carryforward Underage to the Seller Representative pursuant to clause (iii) above. (iii) If it is determined, pursuant to this Section 2.4, that (a) the Closing Working Capital is greater than the Working Capital Estimate, and (b) there is a Carryforward Underage, then, not later than five (5) business days after such determination, (i) Buyer will pay to the Seller Representative the sum of (x) the excess of the Closing Working Capital over the Working Capital Estimate and (y) the Carryforward Underage, by wire transfer of immediately available funds and (ii) the Seller Representative and Buyer shall instruct the Escrow Agent to disburse to the Seller Representative the Working Capital Escrow Amount. (iv) If it is determined, pursuant to this Section 2.4, that (a) the Closing Working Capital is greater than the Working Capital Estimate, and (b) there is a Carryforward Overage, then, not later than five(5) business days after such determination (i) Buyer will pay to the Seller Representative the excess of the Closing Working Capital over the Working Capital Estimate, by wire transfer of immediately available funds, (ii) the Seller Representative and Buyer shall instruct the Escrow Agent to pay from the Working Capital Escrow Amount the Carryforward Overage to Buyer by wire transfer of immediately available funds (and, if the Working Capital Escrow Amount is less than the Carryforward Overage, Seller shall pay to Buyer, by wire transfer of immediately available funds, an amount sufficient to make up, when combined with the Working Capital Escrow Amount, the full amount of the Carryforward Overage) and (iii) the Seller Representative and Buyer shall instruct the Escrow Funds in Agent to pay from the Price Adjustment Working Capital Escrow Account exceeds Amount to the Seller Representative the remainder thereof, if any. Notwithstanding the foregoing, if the excess of the Closing Working Capital over the Working Capital Estimate is greater than the Carryforward Overage, then the Buyer shall deduct the Carryforward Overage from the amount of it is required to pay to the Post-Closing ReductionSeller Representative pursuant to clause (i) above, such excess after payment of and the Post-Closing Reduction to Seller Representative and Buyer shall be disbursed to Sellers’ Representative in accordance with instruct the Escrow Agreement (which disbursement shall be further distributed by Sellers’ Representatives Agent to Sellers in accordance with their respective Pro Rata Portions)disburse to the Seller Representative the Working Capital Escrow Amount.

Adjustment Payment. After the Final Closing Balance Sheet and the calculation If as a result of the Final Net Working Capital, final determination of the Final Closing Date Indebtedness and the Final Transaction Expenses become final, conclusive and binding upon the parties in accordance with the provisions of Adjusted Purchase Price pursuant to this Section 1.05(c), then1.05: (i) If any Post-Closing Addition is requiredthe Adjusted Purchase Price as finally determined pursuant to this Section 1.05 exceeds the Estimated Adjusted Purchase Price, then Sellers’ Representative shall be entitled to receive a disbursement in accordance with the Escrow Agreement of all Escrow Funds in the Price Adjustment Escrow Account within five (which disbursement and payment shall be further distributed by Sellers’ Representative to Sellers in accordance with their respective Pro Rata Portions) and Buyer will also pay Sellers’ Representative the amount of the Post-Closing Addition in immediately available funds by wire transfer made within ten (105) Business Days after the date of the final determination of the Adjusted Purchase Price, (A) Buyer shall pay to Seller the amount of such excess by wire transfer of immediately available funds to an account or accounts designated in writing by Seller and (B) Buyer and Seller will jointly instruct the Post-Closing Addition pursuant Escrow Agent to Section 1.05(d) (which disbursement and payment shall be further distributed disburse to Seller, out of the Purchase Price Adjustment/Special Escrow Amount, by Sellers’ Representative wire transfer of immediately available funds to Sellers an account designated in accordance with their respective Pro Rata Portions).writing by Seller, an amount equal to $500,000; or (ii) If any Post-Closing Reduction the Adjusted Purchase Price as finally determined pursuant to this Section 1.05 is requiredless than the Estimated Adjusted Purchase Price, then within five (5) Business Days after the date of the final determination of the Adjusted Purchase Price, Buyer shall be entitled to receive a disbursement in accordance with and Seller will jointly instruct the Escrow Agreement from Agent to (A) disburse to Buyer, out of the Purchase Price Adjustment Adjustment/Special Escrow Account Amount, by wire transfer of immediately available funds to an account designated in writing by Buyer, an amount equal to such shortfall (the Post-Closing Reduction and“Purchase Price Adjustment Shortfall”) and (B) if the Purchase Price Adjustment Shortfall is less than $500,000, disburse to Seller, out of the extent sufficient Purchase Price Adjustment/Special Escrow Amount, by wire transfer of immediately available funds are not available thereinto an account designated in writing by Seller, Buyer shall be entitled to receive a disbursement in accordance with the Escrow Agreement from the Indemnity Escrow Account in an amount equal to $500,000 minus the amount of such deficiency; provided, however, that if Purchase Price Adjustment Shortfall. Seller shall not have any liability for any amounts due pursuant to this Section 1.05(e)(ii) except to the amount extent of the Escrow Funds funds available in the Escrow Accounts. A payment by Buyer or Seller under this Section 1.05(e) will be treated as an adjustment to the Purchase Price Adjustment Escrow Account exceeds the amount of the Post-Closing Reductionfor Tax purposes, such excess after payment of the Post-Closing Reduction to Buyer shall be disbursed to Sellers’ Representative in accordance with the Escrow Agreement (which disbursement shall be further distributed unless otherwise required by Sellers’ Representatives to Sellers in accordance with their respective Pro Rata Portions)applicable Law.

Adjustment Payment. After (i) If the Final Closing Balance Sheet and Net Working Capital Amount exceeds the calculation Estimated Net Working Capital Amount, then Buyer shall pay to each Equityholder an amount equal to the product of (x) the difference between the Final Net Working Capital Amount minus the Estimated Net Working Capital Amount, multiplied by (y) such Equityholder's Applicable Ownership Percentage (such amount to be referred to as an "Allocated Excess Amount"). Each such Equityholder's Allocated Excess Amount shall be payable to such Equityholder in cash. Any payment to be made by Buyer to each such Equityholder pursuant to this Section 3.2(d)(i) shall be made by wire transfer or delivery of other immediately available funds to an account designated in writing by such Equityholder, within five (5) Business Days after the determination of the Final Net Working Capital, the Final Closing Date Indebtedness and the Final Transaction Expenses become final, conclusive and binding upon the parties in accordance with the provisions of Section 1.05(c), then: (i) If any Post-Closing Addition is required, then Sellers’ Representative shall be entitled to receive a disbursement in accordance with the Escrow Agreement of all Escrow Funds in the Price Adjustment Escrow Account (which disbursement and payment shall be further distributed by Sellers’ Representative to Sellers in accordance with their respective Pro Rata Portions) and Buyer will also pay Sellers’ Representative the amount of the Post-Closing Addition in immediately available funds by wire transfer made within ten (10) Business Days after the final determination of the amount of the Post-Closing Addition pursuant to Section 1.05(d) (which disbursement and payment shall be further distributed by Sellers’ Representative to Sellers in accordance with their respective Pro Rata Portions)Capital Amount. (ii) If any Post-Closing Reduction the Final Net Working Capital Amount is requiredless than the Estimated Net Working Capital Amount, then Buyer shall be entitled and Stockholders' Representatives shall, within five (5) Business Days after the determination of the Final Net Working Capital Amount, deliver joint instructions to receive a disbursement in accordance with the Escrow Agreement Agent to release to Buyer from the Price Adjustment Escrow Account in Amount an amount equal to the Post-Closing Reduction and, to excess of the extent sufficient funds are not available therein, Buyer Estimated Net Working Capital Amount over the Final Net Working Capital Amount. Any such amount released shall be entitled deemed to receive a disbursement be recovered from the Escrow Amount in accordance with the each Equityholder's and Management Bonus Recipient's Applicable Escrow Agreement from the Indemnity Escrow Account in an amount equal to the amount of such deficiency; provided, however, that if the amount of the Escrow Funds in the Price Adjustment Escrow Account exceeds the amount of the Post-Closing Reduction, such excess after payment of the Post-Closing Reduction to Buyer shall be disbursed to Sellers’ Representative in accordance with the Escrow Agreement (which disbursement shall be further distributed by Sellers’ Representatives to Sellers in accordance with their respective Pro Rata Portions)Ownership Percentage.

Adjustment Payment. After the determination of the Final Closing Balance Sheet and the calculation of the Final Net Working Capital, the Final Closing Date Cash Amount, the Final Indebtedness Amount, the Final Debt-Like Items Amount, the Final Seller Transaction Expenses Amount, and the Final Transaction Expenses become final, conclusive and binding upon the parties in accordance with the provisions of Seller Closing Payment (each as finally determined under Section 1.05(c2(e), then:): (i) If any Post-Closing Addition there is requireda Final Deficiency then, then Sellers’ Representative shall be entitled to receive a disbursement in accordance with the Escrow Agreement of all Escrow Funds in the Price Adjustment Escrow Account no later than five (which disbursement and payment shall be further distributed by Sellers’ Representative to Sellers in accordance with their respective Pro Rata Portions) and Buyer will also pay Sellers’ Representative the amount of the Post-Closing Addition in immediately available funds by wire transfer made within ten (105) Business Days after the final determination of the Final Closing Net Working Capital, the Final Cash Amount, the Final Indebtedness Amount, the Final Debt-Like Items Amount, the Final Seller Transaction Expenses Amount, and the Final Seller Closing Payment in accordance with Section 2(e), Buyer shall promptly pay to Seller the amount of the Post-Closing Addition pursuant Final Deficiency by wire transfer of immediately available funds to Section 1.05(d) (which disbursement and payment shall be further distributed the account designated by Sellers’ Representative to Sellers in accordance with their respective Pro Rata Portions)Seller. (ii) If any Postthere is a Final Excess, then, no later than five (5) Business Days after the determination of the Final Closing Net Working Capital, the Final Cash Amount, the Final Indebtedness Amount, the Final Debt-Like Items Amount, the Final Seller Transaction Expenses, and the Final Seller Closing Reduction is required, then Buyer shall be entitled to receive a disbursement Payment in accordance with the Escrow Agreement from the Price Adjustment Escrow Account in an amount equal Section 2(e), Seller shall pay to the Post-Closing Reduction and, to the extent sufficient funds are not available therein, Buyer shall be entitled to receive a disbursement in accordance with the Escrow Agreement from the Indemnity Escrow Account in an amount equal to the amount of such deficiency; provided, however, that if the amount of the Escrow Funds Final Excess by wire transfer of immediately available funds to the account or accounts designated by Buyer. (iii) If the Final Seller Transaction Expenses Amount or the Final Indebtedness Amount is greater than the Estimated Seller Transaction Expenses Amount or the Estimated Indebtedness Amount, as applicable, Buyer shall pay such excess to the applicable vendors who are owed the additional Seller Transaction Expenses or Indebtedness so long as such amounts were taken into account in calculating the Price Adjustment Escrow Account exceeds adjustment payment reflecting either the amount Final Deficiency or the Final Excess. (iv) Any payments made to any Party pursuant to this Section 2(f) shall constitute an adjustment of the Post-Closing Reduction, such excess after payment of the Post-Closing Reduction to Buyer Membership Interest Purchase Price for Tax purposes and shall be disbursed treated as such by the Parties hereto on their Tax Returns to Sellers’ Representative in accordance with the Escrow Agreement (which disbursement shall be further distributed greatest extent permitted by Sellers’ Representatives to Sellers in accordance with their respective Pro Rata Portions)Law.

Adjustment Payment. After Upon final determination of the Final Closing Balance Sheet Cash Payment, whether by Seller’s and the calculation of the Final Net Working Capital, Warrant Holder Representative’s failure to object to the Final Closing Date Indebtedness Statement within the thirty (30) day period provided above, by mutual agreement of Seller and Warrant Holder Representative, on the Final Transaction Expenses become finalone hand, conclusive and binding upon Buyer, on the parties in accordance with other hand or by determination of the provisions of Section 1.05(c)Independent Accountant, thenthe Purchase Price will be adjusted as follows: (i) If any Post-the Final Closing Addition Cash Payment is requiredless than the Estimated Closing Cash Payment (the amount by which the Final Closing Cash Payment is less than the Estimated Closing Cash Payment will be referred to herein as the “Decrease Amount”), then Sellers’ Representative shall be entitled to receive a disbursement in accordance with but such Decrease Amount is less than the Escrow Agreement of all Escrow Funds in the Price Adjustment Escrow Account Amount, then, within five (which disbursement and payment shall be further distributed by Sellers’ Representative to Sellers in accordance with their respective Pro Rata Portions) and Buyer will also pay Sellers’ Representative the amount of the Post-Closing Addition in immediately available funds by wire transfer made within ten (105) Business Days after of the final determination of the amount of Final Closing Cash Payment pursuant to this Section 2.05, Buyer, Warrant Holder Representative and Seller will jointly instruct the Post-Closing Addition Escrow Agent to pay the Decrease Amount (less any amounts to be paid to the Independent Accountant and allocable to Seller pursuant to Section 1.05(d2.05(b), if any) to Buyer, by wire transfer of immediately available funds to the account designated in writing by Buyer. If the Decrease Amount exceeds the Escrow Amount, then Buyer, Warrant Holder Representative and Seller shall jointly instruct the Escrow Agent to pay Buyer the entire Escrow Amount (which disbursement less any amounts to be paid to the Independent Accountant and payment allocable to Seller pursuant to Section 2.05(b), if any), by wire transfer of immediately available funds to the account designated in writing by Buyer, Seller and Warrant Holder Representative. For the avoidance of doubt, Seller and Warrant Holders shall have no liability under the preceding sentence beyond the portion of the Escrow Amount then-remaining in the Escrow, and Buyer’s sole and exclusive remedy for any adjustment to the Purchase Price made pursuant to Section 2.05 shall be further distributed by Sellers’ Representative to Sellers the portion of the Escrow Amount then-remaining in accordance with their respective Pro Rata Portions)the Escrow. (ii) If the Final Closing Cash Payment is greater than the Estimated Closing Cash Payment (the amount by which the Final Closing Cash Payment is greater than the Estimated Closing Cash Payment will be referred to herein as the “Increase Amount”), then, within five (5) Business Days of the final determination of the Final Closing Cash Payment pursuant to this Section 2.05, Buyer will pay (or cause the Company to pay) to Seller 71.95% of the Increase Amount and to Warrant Holders Representative 28.05% of the Increase Amount (but less any Post-amounts to be paid to the Independent Accountant and allocable to Seller and Warrant Holders Representative pursuant to Section 2.05(b), if any), in each case by wire transfer of immediately available funds to the accounts designated in writing by Seller and Warrant Holder Representative. (iii) If the Final Closing Reduction Cash Payment is required, then Buyer shall be entitled to receive a disbursement in accordance with the Escrow Agreement from the Price Adjustment Escrow Account in an amount equal to the Post-Estimated Closing Reduction andCash Payment, then, within five (5) Business Days of the final determination of the Final Closing Cash Payment pursuant to this Section 2.05, Buyer, Warrant Holder Representative and Seller shall jointly instruct the Escrow Agent to pay to the extent sufficient funds are not available therein, Buyer shall Independent Accountant any amounts to be entitled to receive a disbursement in accordance with the Escrow Agreement from the Indemnity Escrow Account in an amount equal paid to the amount Independent Accountant and allocable to Seller and Warrant Holder Representative pursuant to Section 2.05(b)), if any, by wire transfer of such deficiency; provided, however, that if immediately available funds to the amount of account designated in writing by the Escrow Funds in the Price Adjustment Escrow Account exceeds the amount of the Post-Closing Reduction, such excess after payment of the Post-Closing Reduction to Buyer shall be disbursed to Sellers’ Representative in accordance with the Escrow Agreement (which disbursement shall be further distributed by Sellers’ Representatives to Sellers in accordance with their respective Pro Rata Portions)Independent Account.

Adjustment Payment. After (i) The following payments shall be made within 10 days after Final Adjusted Working Capital and the Final Closing Balance Sheet and Cash Balances have been agreed or finally determined in accordance with Section 2.3(b): (A) if the calculation amount of the Final Net Adjusted Working Capital exceeds Target Working Capital, the Final Buyer shall pay to each Seller its pro rata share, based on such Seller's Percentage Interest, of the full amount of such excess, plus simple interest thereon at the rate of 6% per annum from the Closing Date Indebtedness and to the Final Transaction Expenses become final, conclusive and binding upon the parties in accordance with the provisions date of Section 1.05(c), then:payment; (iB) If any Post-if the amount of Final Adjusted Working Capital is less than Target Working Capital, each Seller shall pay to the Buyer its pro rata share, based on each Seller's Percentage Interest, of the full amount of such shortfall, plus simple interest thereon at the rate of 6% per annum from the Closing Addition is required, then Sellers’ Representative shall be entitled Date to receive a disbursement in accordance with the Escrow Agreement date of all Escrow Funds in the Price Adjustment Escrow Account payment; (which disbursement and payment shall be further distributed by Sellers’ Representative to Sellers in accordance with their respective Pro Rata PortionsC) and Buyer will also pay Sellers’ Representative if the amount of the Post-Final Cash Balances exceeds the aggregate amount of Cash Equivalents used in the calculation of Net Indebtedness, as certified in writing by the Company's Chief Financial Officer to the Buyer on the Closing Addition in immediately available funds by wire transfer made within ten Date (10the "ESTIMATED CASH BALANCES"), the Buyer shall pay to each Seller its pro rata share, based on such Seller's Percentage Interests, of the full amount of such excess, plus simple interest thereon at the rate of 6% per annum from the Closing Date to the date of payment; (D) Business Days after the final determination of if the amount of Final Cash Balances is less than the Post-Estimated Cash Balances, each Seller shall pay to the Buyer its pro rata share, based on each Seller's Percentage Interest, of the full amount of such shortfall, plus simple interest thereon at the rate of 6% per annum from the Closing Addition pursuant Date to Section 1.05(d) (which disbursement and payment shall be further distributed by Sellers’ Representative to Sellers in accordance with their respective Pro Rata Portions)the date of payment. (ii) If any Post-Closing Reduction is required, then Buyer Any and all payments to be made pursuant to this Section 2.3 shall be entitled made simultaneously and netted against each other as appropriate. (iii) In the case of any net payment from the Sellers to receive the Buyer under this Section 2.3, the Buyer and the Sellers agree that such payment shall be applied first against the available funds held in escrow under the Escrow Agreement. In such case, the Buyer (or its designated representative under the Escrow Agreement) and the Sellers' Representative shall deliver a disbursement in accordance with joint written instruction to the escrow agent under the Escrow Agreement from within two (2) Business Days of the Price Adjustment Escrow Account in an amount equal final determinations made under Section 2.3(b)(ii) and (iii) to distribute such funds to the Post-Closing Reduction andBuyer (or its designee). In all other cases, payments due under this Section 2.3 shall be made by wire transfer of immediately available funds to an account designated by the Buyer to the extent sufficient funds are not available therein, Buyer shall be entitled to receive a disbursement in accordance with the Escrow Agreement from the Indemnity Escrow Account in an amount equal Sellers or to the amount of such deficiency; providedaccounts designated by the Sellers' Representative to the Buyer, however, that if as the amount of the Escrow Funds in the Price Adjustment Escrow Account exceeds the amount of the Post-Closing Reduction, such excess after payment of the Post-Closing Reduction to Buyer shall be disbursed to Sellers’ Representative in accordance with the Escrow Agreement (which disbursement shall be further distributed by Sellers’ Representatives to Sellers in accordance with their respective Pro Rata Portions)case may be.

Adjustment Payment. After the determination of the Final Closing Balance Sheet and the calculation of the Final Net Working Capital, the Final Closing Date Cash Amount, the Final Indebtedness Amount and the Final Seller Transaction Expenses become final, conclusive and binding upon the parties in accordance with the provisions of (each as finally determined under Section 1.05(c2(e), thenand the date of such determination, the “Adjustment Completion Date”), an adjustment payment shall be calculated as set forth in this section: (i) If any Post-the Final Closing Addition Net Working Capital is requiredless than the Estimated Closing Net Working Capital, then Sellers’ Representative shall be entitled to Buyer will receive a disbursement in accordance with credit towards the Escrow Agreement adjustment payment on a dollar-for-dollar basis by the entire amount of all Escrow Funds in the Price Adjustment Escrow Account (which disbursement and payment shall be further distributed by Sellers’ Representative to Sellers in accordance with their respective Pro Rata Portions) and difference. Buyer will also pay Sellers’ Representative receive a credit towards the adjustment payment on a dollar-for-dollar basis by [a] the amount of by which the Post-Closing Addition in immediately available funds by wire transfer made within ten (10) Business Days after Final Cash Amount is less than the final determination of Estimated Cash Amount, [b] the amount of by which the Post-Closing Addition pursuant to Section 1.05(d) (Final Indebtedness Amount is greater than the Estimated Indebtedness Amount, and [c] the amount by which disbursement and payment shall be further distributed by Sellers’ Representative to Sellers in accordance with their respective Pro Rata Portions)the Final Seller Transaction Expenses is greater than the Estimated Seller Transaction Expenses. (ii) If any Post-the Final Closing Reduction Net Working Capital is requiredgreater than the Estimated Closing Net Working Capital, then Sellers will receive a credit towards the adjustment payment on a dollar-for-dollar basis by the entire amount of the difference. Sellers will also receive a credit towards the adjustment payment on a dollar-for-dollar basis by [a] the amount by which the Final Cash Amount is greater than the Estimated Cash Amount, [b] the amount by which the Final Indebtedness Amount is less than the Estimated Indebtedness Amount, and [c] the amount by which the Final Seller Transaction Expenses is less than the Estimated Seller Transaction Expenses. (iii) The credits due to Buyer under Section 2(f)(i) shall be netted with the credits due to Sellers under Section 2(f)(ii): [a] In the event such netting results in a net credit due to Buyer (such amount, the “Final Deficiency”), then, no later than five (5) Business Days after the determination of the Final Closing Net Working Capital, the Final Cash Amount, the Final Indebtedness Amount and the Final Seller Transaction Expenses in accordance with Section 2(e), the Seller Representative and Buyer shall be entitled jointly instruct the Escrow Agent to receive (1) pay to Buyer from the Adjustment Escrow Amount the amount of the Final Deficiency by wire transfer of immediately available funds to the account designated by Buyer and (2) pay any amount remaining in the Adjustment Escrow Amount (after deducting the Final Deficiency) to the accounts designated by the Seller Representative on behalf of the Sellers. If the Adjustment Escrow Amount is insufficient to satisfy the Final Deficiency, then Sellers shall, jointly-and-severally, promptly pay to Buyer the excess of the Final Deficiency over the amount of the Adjustment Escrow Amount. [b] In the event such netting results in a disbursement net credit due to Sellers (such amount, the “Final Excess”), then, no later than five (5) Business Days after the determination of the Final Closing Net Working Capital, the Final Cash Amount, the Final Indebtedness Amount and the Final Seller Transaction Expenses in accordance with Section 2(e), (1) Buyer shall pay to the Sellers pro rata in accordance with the Escrow Agreement from the Price Adjustment Escrow Account in an amount equal to the Post-Closing Reduction and, to the extent sufficient funds are not available therein, Buyer shall be entitled to receive a disbursement in accordance percentages set forth with the Escrow Agreement from the Indemnity Escrow Account in an amount equal to the amount of respect such deficiency; provided, however, that if Sellers on Exhibit A the amount of the Final Excess by wire transfer of immediately available funds to the account or accounts designated by the Seller Representative and, (2) to the extent not already released pursuant to Section 2(e)(ii) above, the Seller Representative and Buyer shall jointly instruct the Escrow Funds in Agent to pay the Price Adjustment Escrow Account exceeds the entire amount of the Post-Closing ReductionAdjustment Escrow Amount to the accounts designated by the Seller Representative on behalf of Sellers. [c] If the Final Seller Transaction Expenses is greater than the Estimated Seller Transaction Expenses, and the difference between such excess after payment amounts was taken into account in calculating the Final Deficiency or the Final Excess, as the case may be, Buyer shall pay (or cause the Company to pay) the incremental Seller Transaction Expenses to the applicable accounts. (iv) Any payments made to any Party pursuant to this Section 2(f) shall constitute an adjustment of the Post-Closing Reduction to Buyer Purchase Price for all purposes and shall be disbursed treated as such by the Parties hereto on their Tax Returns to Sellers’ Representative in accordance with the Escrow Agreement (which disbursement shall be further distributed greatest extent permitted by Sellers’ Representatives to Sellers in accordance with their respective Pro Rata Portions)Law.