Common use of Adjustment Statement Preparation Clause in Contracts

Adjustment Statement Preparation. Within ninety (90) days after the Closing Date, Buyer shall cause the Company to prepare and deliver to Seller an adjustment statement setting forth the amount of the Closing Cash, the Closing Indebtedness and the Closing Working Capital, respectively, as of 11:59 p.m. on the Closing Date (the “Preliminary Adjustment Statement”) and, based on the Closing Cash, the Closing Indebtedness and the Closing Working Capital, Buyer’s written calculation of the Purchase Price, and the adjustment necessary to reconcile the Estimated Purchase Price to the Purchase Price, if any (the “Preliminary Post-Closing Adjustment”). The Preliminary Adjustment Statement and the Final Adjustment Statement shall be prepared in a manner consistent with, and using the same accounting methods, policies, practices and procedures as used in the preparation of, the Interim Financial Statements (including the policies and procedures described on Schedule 4.5(a)), except that the Preliminary Adjustment Statement and the Final Adjustment Statement shall only reflect those items necessary to calculate the Closing Cash, the Closing Indebtedness and the Closing Working Capital. In preparing the Preliminary Adjustment Statement: (i) any and all effects on the assets or liabilities of the Company of any financing or refinancing arrangements entered into by Buyer at any time on or after the Closing Date shall be entirely disregarded; (ii) it shall be assumed that the Company and its lines of business shall be continued as a going concern; and (iii) there shall not be taken into account (A) any of the plans, transactions or changes that Buyer intends to initiate or make or cause to be initiated or made after the Closing Date with respect to the Company or its businesses or assets, or any facts or circumstances that are unique or particular to Buyer or any assets or liabilities of Buyer, or any obligation for the payment of the Purchase Price hereunder or (B) any adjustments for Buyer’s use of purchase accounting.

Adjustment Statement Preparation. Within ninety sixty (9060) days after the Closing Date, Buyer shall cause the Company to prepare and deliver to Seller an adjustment statement setting forth the amount Buyer’s good faith determination and calculation of the Closing Cash, the Closing Indebtedness and the Closing Working Capital, respectively, as of 11:59 p.m. on the Closing Date (the “Preliminary Adjustment Statement”) and, based on such calculation of the Closing Cash, the Closing Indebtedness and the Closing Working Capital, Buyer’s written written, good faith determination and calculation of the Purchase Price, and the adjustment necessary to reconcile the Estimated Purchase Price to the Purchase Price, if any (the “Preliminary Post-Closing Adjustment”). The Preliminary Adjustment Statement and the Final Adjustment Statement shall be prepared in a manner consistent with, and using the same accounting methods, policies, practices and procedures as used in the preparation ofdescribed on, the Interim Financial Statements (including the policies and procedures described on Schedule 4.5(a))4.5.1, except that the Preliminary Adjustment Statement and the Final Adjustment Statement shall only reflect those items necessary to calculate the Closing Cash, the Closing Indebtedness and the Closing Working Capital. In preparing the Preliminary Adjustment Statement: (ia) any and all effects on the assets or liabilities of the Company Acquired Companies of any financing or refinancing arrangements entered into by Buyer at any time on or after the Closing Date shall be entirely disregarded; (iib) it shall be assumed that the Company Acquired Companies and its their respective lines of business businesses shall be continued as a going concern; and (iiic) there shall not be taken into account (Ai) any of the plans, transactions or changes that Buyer intends to initiate or make or cause to be initiated or made after the Closing Date with respect to the Company Acquired Companies or its businesses their respective business or assets, or any facts or circumstances that are unique or particular to Buyer or any assets or liabilities of Buyer, or any obligation for the payment of the Purchase Price hereunder or (Bii) any adjustments for Buyer’s use of purchase accounting. If Buyer does not deliver the Preliminary Adjustment Statement to Seller within such sixty (60) day period, then, at the election of Seller in its sole discretion exercised upon written notice to Buyer within five (5) days following expiration of such sixty (60) day period, the Estimated Purchase Price specified in the Closing Certificate shall be presumed to be true and correct in all respects and shall be final and binding on the parties.

Adjustment Statement Preparation. Within ninety As soon as practicable, but in any event not more than sixty (9060) days after the Closing Date, Buyer the Purchaser shall cause the Company to in good faith prepare and deliver to Seller the Sellers’ Representative an adjustment statement setting forth the amount of the Closing CashIndebtedness, the Closing Indebtedness and the Closing Working Capital, respectivelyand the Cash and Cash Equivalents, in each case, as of 11:59 p.m. on the Closing Date (the “Preliminary Adjustment Statement”) and, based on the Closing CashIndebtedness, the Closing Indebtedness and the Closing Working Capital, Buyerand the Cash and Cash Equivalents as derived therefrom, the Purchaser’s written calculation of the Purchase PriceTransaction Consideration, and the adjustment (if any) necessary to reconcile the Estimated Purchase Price Transaction Consideration to the Purchase Price, if any Transaction Consideration (the “Preliminary Post-Closing Adjustment-3- EAST\168212916.9 Adjustment Statement”). The Preliminary Adjustment Statement and the Final Adjustment Statement shall be prepared and dated as of 12:01 a.m. eastern standard time zone on the Closing Date, in a manner consistent withaccordance with the Accounting Principles and, and except where inconsistent with the Accounting Principles, using the same accounting methodsprinciples and practices as the Company has used historically, policiesand in accordance with the definitions of Closing Indebtedness, practices Closing Working Capital, and procedures Cash and Cash Equivalents as used defined in the preparation of, the Interim Financial Statements (including the policies and procedures described on Schedule 4.5(a)), except that the this Agreement. The Preliminary Adjustment Statement and the Final Adjustment Statement shall only reflect those items necessary to calculate the Closing Cash, the Closing Indebtedness and the Closing Working Capital. In preparing the Preliminary Adjustment Statement: will entirely disregard (i) any and all effects on the assets or liabilities of the Company and its Subsidiaries as a result of the transactions contemplated hereby or of any financing or refinancing arrangements entered into by Buyer at any time on by Purchaser or after any other transaction entered into by Purchaser in connection with the Closing Date shall be entirely disregarded; consummation of the transactions contemplated hereby, and (ii) it shall be assumed that the Company and its lines of business shall be continued as a going concern; and (iii) there shall not be taken into account (A) any of the plans, transactions transactions, or changes that Buyer which Purchaser intends to initiate or make or cause to be initiated or made after the Closing Date with respect to the Company or its businesses Subsidiaries or their business or assets, or any facts or circumstances that are unique or particular to Buyer Purchaser or any of its assets or liabilities liabilities. If a Preliminary Adjustment Statement is not timely delivered by the Purchaser, then the Sellers’ Representative shall have the option, in its own discretion, of Buyer(i) electing, or any obligation by written notice to the Purchaser, for the Estimated Transaction Consideration to be final and binding on Purchaser and the Sellers or (ii) electing to prepare a Preliminary Adjustment Statement and delivering it to the Purchaser no later than one hundred twenty (120) days after the Closing Date, in which case the review, dispute resolution and adjustment payment provisions set forth in Sections 2.5.2-2.5.5 shall apply to Purchaser in the same manner in which they would have applied to the Sellers if Purchaser had delivered a timely and complete Preliminary Adjustment Statement, mutatis mutandis. For purposes of complying with the terms set forth in this Section 2.5, each Party shall cooperate with and make available to the other Parties, their respective Representatives, and the Accounting Referee, if any, all information, records, data and working papers, and shall permit access to its facilities and direct access to its personnel, as may be reasonably required in connection with the preparation and analysis of the Purchase Price hereunder or (B) Preliminary Adjustment Statement and the resolution of any adjustments for Buyer’s use of purchase accountingdisputes thereunder.

Adjustment Statement Preparation. Within ninety sixty (9060) days after the Closing Date, Buyer Parent shall cause to be prepared and delivered to the Company to prepare and deliver to Seller Stockholders’ Representative an adjustment statement setting forth the amount of the Closing Cash, the Closing Indebtedness Indebtedness, the Closing Working Capital and the Closing Working CapitalSelling Expenses, respectively, each on a consolidated basis as of 11:59 p.m. on the Closing Date (the “Preliminary Adjustment Statement”) and), based on the Closing Cash, the Closing Indebtedness and the Closing Working Capital, BuyerParent’s written calculation of the Purchase Priceaggregate Merger Consideration, and the adjustment necessary to reconcile the Estimated Purchase Price Merger Consideration to the Purchase Price, if any aggregate Merger Consideration (the “Preliminary Post-Closing Adjustment”). The Preliminary Adjustment Statement and the Final Adjustment Statement shall be prepared as of 11:59 p.m. on the Closing Date in a manner consistent withaccordance with GAAP and in accordance with the principles and policies used in preparing interim financial statements. The computation of Closing Working Capital is intended to show the change in Working Capital from Working Capital Target, and such change can only be measured if the calculation is done in the same way and using the same accounting methods. In furtherance of the foregoing, policiesany reduction that is specifically identifiable (other than from the sale of inventory or the receipt of payments in respect of accounts receivable) in finished goods inventory, practices and procedures as used raw materials, work in the preparation of, the Interim Financial Statements (including the policies and procedures described on Schedule 4.5(a)), except that process or accounts receivable set forth in the Preliminary Adjustment Statement will be reviewed to determine if a corresponding adjustment should be made to such entries with respect to the months included in the computation of the Working Capital Target as set forth on Exhibit B (and the Final Adjustment Statement Working Capital Target shall only reflect those items necessary to calculate the Closing Cash, the Closing Indebtedness and the Closing Working Capitalbe equitably adjusted therefor). In preparing the Preliminary Adjustment Statementsuch preparation: (ia) any and all effects on the assets or liabilities of any of the Company Acquired Companies of any financing or refinancing arrangements entered into by Buyer Parent and Merger Sub at any time on at or after the Closing Date Effective Time shall be entirely disregarded; (iib) it shall be assumed that the Company Acquired Companies and its their respective lines of business shall be continued as a going concern; and (iiic) there shall not be taken into account (A) the closing of the transaction or any of the plans, transactions or changes that Buyer Parent intends to initiate or make or cause to be initiated or made at or after the Closing Date Effective Time with respect to any of the Company Acquired Companies or its businesses respective business or assets, or any facts or circumstances that are unique or particular to Buyer Parent or Merger Sub or any assets or liabilities of BuyerParent or Merger Sub, or any obligation for the payment of the Purchase Price hereunder Merger Consideration hereunder. Furthermore, the value of the inventory of the Acquired Companies set forth on the Preliminary Adjustment Statement shall be based on a physical count performed as of the Closing Date, at which the Stockholders’ Representative or (B) any adjustments for Buyer’s use his delegate may be present. The Stockholders’ Representative shall reasonably cooperate with Parent and Merger Sub in the preparation of purchase accountingthe Preliminary Adjustment Statement.

Adjustment Statement Preparation. Within ninety (90) days after the Closing Date, Buyer shall cause the Company to prepare and deliver to Seller Sellers an adjustment statement setting forth Buyer’s written, good faith determination and calculation of the amount of the Closing CashIndebtedness, the Closing Indebtedness and the Closing Working Capital, respectivelythe Transaction Bonuses and the Selling Expenses, as of 11:59 p.m. on the Closing Date respectively (the “Preliminary Adjustment Statement”) ), and, based on the Closing CashIndebtedness, the Closing Indebtedness and the Closing Working Capital, the Transaction Bonuses and the Selling Expenses as derived therefrom, Buyer’s written written, good faith determination and calculation of the Cash Purchase Price, Price and the adjustment necessary to reconcile the Estimated Cash Purchase Price to the Cash Purchase Price, if any Price (the “Preliminary Post-Closing Adjustment”). The Preliminary Adjustment Statement and the Final Adjustment Statement shall be prepared consistent with the definitions of Closing Indebtedness, Closing Working Capital, Transaction Bonuses and Selling Expenses and in a manner consistent with, and using the same accounting methods, policies, practices judgments, classifications, estimations, practices, procedures and procedures methodologies (including judgments as to loss and gain contingencies and materiality determinations) as used in the preparation of, the Interim Most Recent Financial Statements (Statements, including the policies and procedures described on Schedule 4.5(a))Accounting Policies, except that the Preliminary Adjustment Statement and the Final Adjustment Statement shall only reflect those items necessary to calculate the Closing CashIndebtedness, the Closing Indebtedness and the Closing Working Capital, the Transaction Bonuses and the Selling Expenses. In preparing the Preliminary Adjustment Statement: (ia) any and all effects on the assets or liabilities of the Company of any financing or refinancing arrangements entered into by Buyer (or its Affiliates) at any time on or after the Closing Date shall be entirely disregarded; (iib) it shall be assumed that the Company and its lines of business shall be continued as a going concern; and (iiic) there shall not be taken into account (A) any of the plans, transactions or changes that Buyer intends to initiate or make or cause to be initiated or made after the Closing Date with respect to the Company or its businesses business or assets, or any facts or circumstances that are unique or particular to Buyer or any assets or liabilities of Buyer, or any obligation for the payment of the Cash Purchase Price hereunder or (B) any adjustments for Buyer’s use of purchase accountinghereunder.

Adjustment Statement Preparation. Within ninety sixty (9060) days after the Closing Date, Buyer shall cause the Company to prepare and deliver to Seller an adjustment statement setting forth the amount of the Closing Cash, the Closing Indebtedness and the Closing Working Capital, respectively, as of 11:59 p.m. on the Closing Date Net Assets (the “Preliminary Adjustment Statement”) and, based on the Closing Cash, the Closing Indebtedness and the Closing Working CapitalNet Assets as derived therefrom, Buyer’s written calculation of the Purchase Price, and the adjustment necessary to reconcile the Estimated Purchase Price to the Purchase Price, if any Price (the “Preliminary Post-Closing Adjustment”). The Preliminary Adjustment Statement will be in the same form as that used for the calculation of the Net Assets set forth on Exhibit B (the “Sample Net Assets Statement”) and the Final Adjustment Statement shall will be prepared in a manner consistent with, and using accordance with the same accounting methods, policies, practices and procedures as used in the preparation of, the Interim Financial Statements (including the policies and procedures described on Schedule 4.5(a)), except that the Preliminary Adjustment Statement and the Final Adjustment Statement shall only reflect those items necessary to calculate the Closing Cash, the Closing Indebtedness and the Closing Working CapitalAccounting Principles. In preparing the Preliminary Adjustment Statement: (ia) any and all effects on the assets or liabilities of Buyer or the Company Business of any financing or refinancing arrangements entered into by Buyer at any time on at or after the Closing Date shall be entirely disregarded; (iib) it shall be assumed that the Company and its lines of business Business shall be continued as a going concern; and (iiic) there shall not be taken into account (A) any of the plans, transactions or changes that Buyer intends to initiate or make or cause to be initiated or made at or after the Closing Date with respect to the Company or its businesses or assetsBusiness, or any facts or circumstances that are unique or particular to Buyer or any assets or liabilities of Buyer, or any obligation for the payment of the Purchase Price hereunder or (B) any adjustments for Buyer’s use of purchase accountinghereunder.

Adjustment Statement Preparation. Within ninety (90) days after the Closing Date, Buyer shall cause the Company to prepare and deliver to Seller Sellers’ Representative an adjustment statement setting forth Buyer’s written, good faith determination and calculation of the amount of the Closing CashIndebtedness, the Closing Indebtedness and the Closing Working Capital, respectivelythe Transaction Bonuses and the Selling Expenses, as of 11:59 p.m. on the Closing Date respectively (the “Preliminary Adjustment Statement”) ), and, based on the Closing CashIndebtedness, the Closing Indebtedness and the Closing Working Capital, the Transaction Bonuses and the Selling Expenses as derived therefrom, Buyer’s written written, good faith determination and calculation of the Cash Purchase Price, Price and the adjustment necessary to reconcile the Estimated Cash Purchase Price to the Cash Purchase Price, if any Price (the “Preliminary Post-Closing Adjustment”). The Preliminary Adjustment Statement and the Final Adjustment Statement shall be prepared consistent with the definitions of Closing Indebtedness, Closing Working Capital, Transaction Bonuses and Selling Expenses and in a manner consistent with, and using the same accounting methods, policies, practices judgments, classifications, estimations, practices, procedures and procedures methodologies (including judgments as to loss and gain contingencies and materiality determinations) as used in the preparation of, the Interim Most Recent Financial Statements (Statements, including the policies and procedures described on Schedule 4.5(a))Accounting Policies, except that the Preliminary Adjustment Statement and the Final Adjustment Statement shall only reflect those items necessary to calculate the Closing CashIndebtedness, the Closing Indebtedness and the Closing Working Capital, the Transaction Bonuses and the Selling Expenses. In preparing the Preliminary Adjustment Statement: (ia) any and all effects on the assets or liabilities of the Company of any financing or refinancing arrangements entered into by Buyer (or its Affiliates) at any time on or after the Closing Date shall be entirely disregarded; (iib) it shall be assumed that the Company and its lines of business shall be continued as a going concern; and (iiic) there shall not be taken into account (A) any of the plans, transactions or changes that Buyer intends to initiate or make or cause to be initiated or made after the Closing Date with respect to the Company or its businesses business or assets, or any facts or circumstances that are unique or particular to Buyer or any assets or liabilities of Buyer, or any obligation for the payment of the Cash Purchase Price hereunder hereunder. Notwithstanding anything to the contrary herein contained, the parties agree that the Preliminary Adjustment Statement and Preliminary Post-Closing Adjustment shall include a One Hundred Forty-four Thousand Dollar ($144,000) credit by Buyer to Sellers to the Closing Working Capital calculation (“Working Capital Credit”). The parties agree that the Working Capital Credit shall be subject to offset by any amount by which the Estimated Cash Purchase Price exceeds the Cash Purchase Price pursuant to the Preliminary Adjustment Statement or (B) any adjustments for Buyer’s use of purchase accountingFinal Adjustment Statement.

Adjustment Statement Preparation. Within ninety seventy-five (9075) days after the Closing Date, Buyer shall cause the Company to prepare and deliver to Seller an adjustment statement setting forth Buyer’s calculation of the amount of the Closing Cash, the Closing Indebtedness and the Closing Working Capital, respectively, as of 11:59 p.m. on the Closing Date Capital (the “Preliminary Adjustment Statement”) and, based on Buyer’s calculation of the Closing Cash, the Closing Indebtedness and the Closing Working Capital, Buyer’s written calculation of the Purchase Price, and the adjustment necessary to reconcile the Estimated Purchase Price to the Purchase Price, if any (the “Preliminary Post-Closing Adjustment”). The Preliminary Adjustment Statement and the Final Adjustment Statement shall be prepared in a manner consistent with, and accordance with GAAP using the same accounting methods, policies, practices and procedures as used in the preparation of, of the Interim Financial Statements (Statements, including the policies and procedures described in items (A) 1-10 on Schedule 4.5(a), subject only to the non-GAAP policies set forth as items (B) 1-6 on Schedule 4.5(a), except that the Preliminary Adjustment Statement and the Final Adjustment Statement shall only reflect those items necessary to calculate the Closing Cash, the Closing Indebtedness and the Closing Working Capital. In preparing the Preliminary Adjustment Statement: (ia) any and all effects on the assets or liabilities of the Company of any financing or refinancing arrangements entered into by Buyer at any time on or after the Closing Date shall be entirely disregarded, and Buyer shall base such calculations exclusively on the facts and circumstances as they exist as of the Closing Date; (iib) it shall be assumed that the Company and its lines of business shall be continued as a going concern; and (iiic) there shall not be taken into account (Ai) any of the plans, transactions or changes that Buyer intends to initiate or make or cause to be initiated or made after the Closing Date with respect to the Company or its businesses business or assets, or any facts or circumstances that are unique or particular to Buyer or any assets or liabilities of Buyer, or any obligation for the payment of the Purchase Price hereunder hereunder, or (Bii) any adjustments for Buyer’s use of purchase accounting.

Adjustment Statement Preparation. Within ninety (90) days after the Closing Date, Buyer shall cause the Company Acquired Companies to prepare and deliver to Seller an adjustment statement setting forth the amount of the Closing Cash, the Closing Indebtedness and the Closing Working Capital, respectively, as of 11:59 p.m. on the Closing Date Financial Close Time and the Transaction Expenses (the “Preliminary Adjustment Statement”) and, based on the Closing Cash, the Closing Indebtedness Indebtedness, the Transaction Expenses and the Closing Working Capital, Buyer’s written calculation of the Purchase Price, and the adjustment necessary to reconcile the Estimated Purchase Price to the Purchase Price, if any (the “Preliminary Post-Closing Adjustment”). The Preliminary Adjustment Statement and the Final Adjustment Statement shall be prepared in a manner consistent with, and using the same accounting methods, policies, practices and procedures as used in the preparation of, the Interim Financial Statements (including the policies and procedures described on Schedule 4.5(a)), except that the Preliminary Adjustment Statement and the Final Adjustment Statement shall only reflect those items necessary to calculate the Closing Cash, the Closing Indebtedness Indebtedness, the Transaction Expenses and the Closing Working Capital. In preparing the Preliminary Adjustment Statement: (ia) any and all effects on the assets or liabilities of the Company Acquired Companies of any financing or refinancing arrangements entered into by Buyer at any time on or after the Closing Date shall be entirely disregarded; (iib) it shall be assumed that the Company Acquired Companies and its their respective lines of business businesses shall be continued as a going concern; and (iiic) there shall not be taken into account (Ai) any of the plans, transactions or changes that Buyer intends to initiate or make or cause to be initiated or made after the Closing Date with respect to the Company Acquired Companies or its businesses their respective business or assets, or any facts or circumstances that are unique or particular to Buyer or any assets or liabilities of Buyer, or any obligation for the payment of the Purchase Price hereunder or (Bii) any adjustments for Buyer’s use of purchase accounting.

Adjustment Statement Preparation. Within ninety sixty (9060) days after the Closing DateDate (the “Buyer Preparation Period”), Buyer shall cause the Company to prepare and deliver to Seller an adjustment statement setting forth the amount of the Closing Cash, the Closing Indebtedness Indebtedness, Transaction Expenses and the Closing Working Capital, respectively, as of 11:59 p.m. on the day immediately prior to the Closing Date (the “Preliminary Adjustment Statement”) and, based on the Closing Cash, the Closing Indebtedness Indebtedness, Transaction Expenses and the Closing Working Capital, Buyer’s written calculation of the Purchase Price, and the adjustment necessary to reconcile the Estimated Purchase Price to the Purchase Price, if any (the “Preliminary Post-Closing Adjustment”). The Preliminary Adjustment Statement and the Final Adjustment Statement shall be prepared in a manner consistent with, and using the same accounting methods, policies, practices and procedures accordance with GAAP as used in the preparation of, the Interim Financial Statements (including the modified by those policies and procedures described on Schedule 4.5(a)2.4.1 (the “Accounting Principles”), except that the Preliminary Adjustment Statement and the Final Adjustment Statement shall only reflect those items necessary to calculate the Closing Cash, the Closing Indebtedness Indebtedness, Transaction Expenses and the Closing Working Capital. In preparing the Preliminary Adjustment Statement: (ia) any and all effects on the assets or liabilities of the Company of any financing or refinancing arrangements entered into by Buyer at any time on or after the Closing Date shall be entirely disregarded; (iib) it shall be assumed that the Company and its lines of business shall be continued as a going concern; and (iiic) there shall not be taken into account (Ai) any of the plans, transactions or changes that Buyer intends to initiate or make or cause to be initiated or made after the Closing Date with respect to the Company or its businesses business or assets, or any facts or circumstances that are unique or particular to Buyer or any assets or liabilities of Buyer, or any obligation for the payment of the Purchase Price hereunder or (Bii) any adjustments for Buyer’s use of purchase accounting. During the Buyer Preparation Period, Seller and its officers, employees, agents and representatives shall cooperate with all representatives of Buyer or the Company to the extent reasonably necessary in order to facilitate Buyer’s preparation of the Preliminary Adjustment Statement and Seller shall cause the reasonably necessary personnel of Seller to assist such Buyer or Company representatives in their preparation of the Preliminary Adjustment Statement, in each case, upon reasonable advance notice.

Adjustment Statement Preparation. Within ninety (90) days after the Closing Date, Buyer shall cause the Company to prepare and deliver to Seller an adjustment statement setting forth the amount of the Closing Cash, the Closing Indebtedness Indebtedness, Transaction Expenses and the Closing Working Capital, respectively, as of 11:59 p.m. on the Closing Date (the “Preliminary Adjustment Statement”) and, based on the Closing Cash, the Closing Indebtedness Indebtedness, Transaction Expenses and the Closing Working Capital, Buyer’s written calculation of the Purchase Price, and the adjustment necessary to reconcile the Estimated Purchase Price to the Purchase Price, if any (the “Preliminary Post-Closing Adjustment”). The Preliminary Adjustment Statement and the Final Adjustment Statement shall be prepared in a manner in accordance with GAAP consistent with, and using the same accounting methods, policies, practices and procedures as used in the preparation of, the Interim Financial Statements (including the GAAP and non-GAAP policies and procedures described on Schedule 4.5(a4.5.1(b)), ; except that the Preliminary Adjustment Statement and the Final Adjustment Statement shall only reflect those items necessary to calculate the Closing Cash, the Closing Indebtedness Indebtedness, the Transaction Expenses and the Closing Working Capital. In preparing the Preliminary Adjustment Statement: (ia) any and all effects on the assets or liabilities of the Company of any financing or refinancing arrangements entered into by Buyer at any time on or after the Closing Date shall be entirely disregarded; (iib) it shall be assumed that the Company and its lines of business shall be continued as a going concern; and (iiic) there shall not be taken into account (A) any of the plans, transactions or changes that Buyer intends to initiate or make or cause to be initiated or made after the Closing Date with respect to the Company or its businesses business or assets, or any facts or circumstances that are unique or particular to Buyer or any assets or liabilities of Buyer, or any obligation for the payment of the Purchase Price hereunder or (B) any adjustments for Buyer’s use of purchase accounting.

Adjustment Statement Preparation. Within ninety (90) days after the Closing Date, Buyer shall cause the Company to prepare and deliver to Seller Sellers’ Representative an adjustment statement setting forth Buyer’s written, good faith determination and calculation of the amount of the Closing Cash, the Closing Indebtedness and Indebtedness, the Closing Working Capital, respectivelythe Transaction Bonuses and the Selling Expenses, as of 11:59 p.m. on the Closing Date respectively (the “Preliminary Adjustment Statement”) ), and, based on the Closing Cash, the Closing Indebtedness and Indebtedness, the Closing Working Capital, the Transaction Bonuses and the Selling Expenses as derived therefrom, Buyer’s written written, good faith determination and calculation of the Purchase Price, Price and the adjustment necessary to reconcile the Estimated Purchase Price to the Purchase Price, if any Price (the “Preliminary Post-Closing Adjustment”). The Preliminary Adjustment Statement and the Final Adjustment Statement shall will be prepared in a manner consistent withwith the Accounting Policies and in accordance with the applicable definitions in this Agreement. With respect to amounts of Closing Cash, Closing Indebtedness, Selling Expenses, Transaction Bonuses and using the same accounting methods, policies, practices and procedures as used in the preparation of, the Interim Financial Statements (including the policies and procedures described Closing Working Capital appearing on Schedule 4.5(a)), except that the Preliminary Adjustment Statement and the Final Adjustment Statement shall only reflect those items necessary that may otherwise be expressed in a currency other than U.S. dollars, the parties agree that, in converting such amounts to calculate U.S. dollars for inclusion on the Preliminary Adjustment Statement and the Final Adjustment Statement, the FX Rate will be used as of one (1) Business Day prior to the Closing Cash, the Closing Indebtedness and the Closing Working CapitalDate. In preparing the Preliminary Adjustment Statement: (ia) any and all effects on the assets or liabilities of any of the Company Acquired Companies of any financing or refinancing arrangements entered into by Buyer at any time on or after the Closing Date shall are to be entirely disregarded; (iib) it shall will be assumed that the Company Acquired Companies and its their respective lines of business shall be are continued as a going concern; and (iiic) there shall not be taken into account (A) any none of the plans, transactions or changes that Buyer intends to initiate or make or cause to be initiated or made after the Closing Date with respect to any of the Company Acquired Companies or its businesses or their respective business or assets, or any facts or circumstances that are unique or particular to Buyer or any assets or liabilities of Buyer, or any obligation for the payment of the Purchase Price hereunder or (B) any adjustments for Buyer’s use of purchase accountingwill be taken into account.

Adjustment Statement Preparation. Within ninety one hundred twenty (90120) days after the Closing Date, Buyer shall cause to be prepared and delivered to the Company to prepare and deliver to Seller an adjustment statement setting forth the amount of the Closing Cash, the Closing Indebtedness and the Closing Working Capital, respectively, as of 11:59 p.m. on the Closing Date (the “Preliminary Adjustment Statement”) and, based on setting forth (a) Buyer’s calculation of the Closing Cash, the Closing Indebtedness and amount of the Closing Working Capital, ; (b) Buyer’s written calculation of the Purchase Price, ; and (c) Buyer’s calculation of the adjustment necessary to reconcile the Estimated Purchase Price to the Purchase Price, if any Price (the “Preliminary Post-Closing Adjustment”). At the same time it delivers the Preliminary Adjustment Statement, Buyer shall deliver to the Company documentation to support its calculations and other amounts set forth in the Preliminary Adjustment Statement. The amount of Closing Working Capital set forth in the Preliminary Adjustment Statement (i) shall be prepared in accordance with the Accounting Principles and (ii) shall not include any changes in assets or liabilities as a result of purchase or other non-cash accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated by this Agreement or any other Transaction Agreement. The parties agree that the purposes of preparing the Preliminary Adjustment Statement and calculating the Final Preliminary Post-Closing Adjustment Statement shall be prepared contemplated by this Section 2.8.1 are to update the amount used to calculate the Estimated Purchase Price in a manner consistent with, and using Section 2.7 from the same Estimated Closing Working Capital to the Closing Working Capital. The parties further agree that the processes set forth in this Section 2.8.1 are not intended to permit the introduction of different accounting methods, policies, principles, practices and or procedures as used than those set forth in the preparation of, the Interim Financial Statements (including the policies and procedures described on Schedule 4.5(a)), except that the Preliminary Adjustment Statement and the Final Adjustment Statement shall only reflect those items necessary to calculate the Closing Cash, the Closing Indebtedness and the Closing Working Capital. In preparing the Preliminary Adjustment Statement: (i) any and all effects on the assets or liabilities of the Company of any financing or refinancing arrangements entered into by Buyer at any time on or after the Closing Date shall be entirely disregarded; (ii) it shall be assumed that the Company and its lines of business shall be continued as a going concern; and (iii) there shall not be taken into account (A) any of the plans, transactions or changes that Buyer intends to initiate or make or cause to be initiated or made after the Closing Date with respect to the Company or its businesses or assets, or any facts or circumstances that are unique or particular to Buyer or any assets or liabilities of Buyer, or any obligation for the payment of the Purchase Price hereunder or (B) any adjustments for Buyer’s use of purchase accountingAccounting Principles.

Adjustment Statement Preparation. Within ninety (90) 45 days after the Closing Date, Buyer shall cause the Company to prepare and deliver to Seller Sellers’ Representative an adjustment statement setting forth the amount of the Closing Cash, the Closing Unpaid Indebtedness and the Closing Working Capital, respectively, as of 11:59 p.m. on the Closing Date (the “Preliminary Adjustment Statement”) Capital and, based on the Closing Cash, the Closing Unpaid Indebtedness and the Closing Working CapitalCapital as derived therefrom, Buyer’s written calculation of the Purchase Price, and the adjustment necessary to reconcile the Estimated Purchase Price to the Purchase Price, if any Price (the “Preliminary Post-Closing AdjustmentAdjustment Statement”). The Preliminary Adjustment Statement and the Final Adjustment Statement shall be prepared in a manner as of the Closing Date consistent with, with Schedule 2.3.1 and using calculating the same accounting methods, policies, practices and procedures reserve for LIFO inventory as used in if the preparation of, the Interim Financial Statements (including the policies and procedures described on Schedule 4.5(a))Closing Date were an interim month end, except that the Preliminary Adjustment Statement and the Final Adjustment Statement shall only reflect those items assets, liabilities and information of the Company necessary to calculate the Closing Cash, the Closing Unpaid Indebtedness and the Closing Working Capital. In preparing the Preliminary Adjustment Statement: (ia) any and all effects on the assets or liabilities of the Company of any financing or refinancing arrangements entered into by Buyer at any time on or after the Closing Date shall not be entirely disregardedtaken into account; (iib) it shall be assumed that the Company and its lines of business shall be continued as a going concern; and (iiic) there shall not be taken into account (A) any of the plans, transactions or changes that Buyer intends to initiate make on or make or cause to be initiated or made after the Closing Date with respect to the Company or its businesses or assetsCompany, or any facts or circumstances that are unique or particular to Buyer or any assets or liabilities of Buyer, or any obligation for the payment of the Purchase Price hereunder or (B) any adjustments for Buyer’s use Price. Buyer shall cooperate fully with Sellers’ Representative in his review of purchase accountingthe Preliminary Adjustment Statement. Buyer shall cause the books and records of the Company to be made available during normal business hours to Sellers’ Representative, and shall cause the personnel of the Company to assist Sellers’ Representative in his review of the Preliminary Adjustment Statement.

Adjustment Statement Preparation. Within ninety sixty (9060) days after the Closing Date, Buyer shall cause the Company Acquired Companies to prepare and deliver to Seller Sellers’ Representative an adjustment statement setting forth the amount of the Closing Cash, the Closing Indebtedness and the Closing Working CapitalCapital of the Acquired Companies, on a consolidated basis, respectively, as of 11:59 p.m. on immediately prior to the Closing Date (the “Preliminary Adjustment Statement”) and, based on the Closing Cash, the Closing Indebtedness and the Closing Working CapitalCapital as derived {P02534_X101.HTM;8} therefrom, Buyer’s written calculation of the Purchase Price, and the adjustment necessary to reconcile the Estimated Purchase Price to the Purchase Price, if any Price (the “Preliminary Post-Closing Adjustment”). The Closing Working Capital component of the Preliminary Adjustment Statement and the Final Adjustment Statement shall be prepared in a manner consistent with, and accordance with GAAP (using the same accounting methods, policies, practices and procedures as used in the preparation of, of the Interim Audited Financial Statements (including for the policies and procedures described on Schedule 4.5(a)year ending December 31, 2006), except that the Preliminary Adjustment Statement and the Final Adjustment Statement shall only reflect those items necessary to calculate the Closing CashWorking Capital and, for the avoidance of doubt, the Closing Indebtedness and the calculation of Closing Working Capital. Capital shall include outstanding checks as a component of accounts payable as reflected in Exhibit A. In preparing the Preliminary Adjustment Statement and Final Adjustment Statement: (ia) any and all effects on the assets or liabilities of any of the Company Acquired Companies of any financing or refinancing arrangements entered into by Buyer at any time on at or after the Closing Date shall be entirely disregarded; (iib) it shall be assumed that the Company Acquired Companies and its their respective lines of business shall be continued as a going concern; and (iiic) there shall not be taken into account (A) the closing of the transaction or any of the plans, transactions or changes that Buyer intends to initiate or make or cause to be initiated or made at or after the Closing Date with respect to any of the Company Acquired Companies or its businesses respective business or assets, or any facts or circumstances that are unique or particular to Buyer or any assets or liabilities of Buyer, or any obligation for the payment of the Purchase Price hereunder or (B) any adjustments for Buyer’s use of purchase accountinghereunder.

Adjustment Statement Preparation. Within As soon as practicable, but in any event not more than ninety (90) days after the Closing Date, Buyer the Purchaser shall cause the Company to in good faith prepare and deliver to Seller the Sellers’ Representative an adjustment statement setting forth the amount of Closing Indebtedness, Closing Working Capital, the Closing Cash, the Accrued Tax Liabilities and Selling Expenses, in each case, as of the Closing Indebtedness and based on the Closing Indebtedness, the Closing Working Capital, respectively, as of 11:59 p.m. on the Closing Date Cash, the Accrued Tax Liabilities and the Selling Expenses as derived therefrom, the Purchaser’s written calculation of the Transaction Consideration and adjustment necessary to reconcile the Estimated Transaction Consideration to the Transaction Consideration (the “Preliminary Adjustment Statement”) and, based on the Closing Cash, the Closing Indebtedness and the Closing Working Capital, Buyer’s written calculation of the Purchase Price, and the adjustment necessary to reconcile the Estimated Purchase Price to the Purchase Price, if any (the “Preliminary Post-Closing Adjustment”). The Preliminary Adjustment Statement and the Final Adjustment Statement shall be prepared as of 12:01 a.m. ET on the Closing Date, in a manner consistent withwith Schedule 2.3, including the types of adjustments set forth therein, and using in accordance with the same accounting methodsdefinitions of Closing Indebtedness, policiesClosing Working Capital, practices Closing Cash, Accrued Tax Liabilities and procedures Selling Expenses as used defined in this Agreement. For purposes of complying with the terms set forth in this Section 2.5, each Party shall cooperate with and make available to the Purchaser or the Sellers’ Representative, as applicable, their respective Representatives, and the Accounting Referee all information, records, data and working papers, and shall permit access to its facilities and personnel, as may be reasonably required in connection with the preparation of, the Interim Financial Statements (including the policies and procedures described on Schedule 4.5(a)), except that analysis of the Preliminary Adjustment Statement and the Final Adjustment Statement shall only reflect those items necessary to calculate the Closing Cash, the Closing Indebtedness and the Closing Working Capital. In preparing the Preliminary Adjustment Statement: (i) any and all effects on the assets or liabilities of the Company resolution of any financing or refinancing arrangements entered into by Buyer at any time on or after the Closing Date disputes thereunder; provided, that access to outside accountants’ work product shall be entirely disregarded; (ii) it shall be assumed that subject to the Company Sellers’ Representative and its lines of business shall be continued as Representatives executing a going concern; reasonable and (iii) there shall not be taken into account (A) any of the plans, transactions or changes that Buyer intends to initiate or make or cause to be initiated or made after the Closing Date with respect to the Company or its businesses or assets, or any facts or circumstances that are unique or particular to Buyer or any assets or liabilities of Buyer, or any obligation for the payment of the Purchase Price hereunder or (B) any adjustments for Buyer’s use of purchase accountingcustomary nonreliance letter.

Adjustment Statement Preparation. Within ninety sixty (9060) days after the Closing Date, Buyer shall cause the Company Acquired Companies to prepare and deliver to Seller Sellers’ Representative an adjustment statement setting forth the amount of the Closing Cash, the Closing Indebtedness and the Closing Working CapitalCapital of the Acquired Companies, on a consolidated basis, respectively, as of 11:59 p.m. on immediately prior to the Closing Date (the “Preliminary Adjustment Statement”) and, based on the Closing Cash, the Closing Indebtedness and the Closing Working CapitalCapital as derived therefrom, Buyer’s written calculation of the Purchase PricePrice (excluding the Tax Benefit Amount which shall be calculated pursuant to, and payable in accordance with, Section 8.4), and the adjustment necessary to reconcile the Estimated Purchase Price to the Purchase PricePrice (excluding the Tax Benefit Amount which shall be calculated pursuant to, if any and payable in accordance with, Section 8.4) (the “Preliminary Post-Closing Adjustment”). The Preliminary Adjustment Statement and the Final Adjustment Statement shall be prepared in a manner consistent with, with and using the same accounting methods, policies, practices and procedures as used in the preparation ofof the Audited Financial Statements, consistently applied in conformity with GAAP except for those matters described in Section 4.5(a) of the Interim Financial Statements (including Disclosure Letter, and in accordance with Section 2.3.1 of the policies Disclosure Letter and procedures described on Schedule 4.5(a))the definitions in Article 11 and Section 2.3 hereof, except that the Preliminary Adjustment Statement and the Final Adjustment Statement shall only reflect those items assets and liabilities of the Acquired Companies necessary to calculate the Closing Cash, the Closing Indebtedness and the Closing Working Capital. In preparing the Preliminary Adjustment Statement: (ia) any and all effects on the assets or liabilities of any of the Company Acquired Companies of any financing or refinancing arrangements entered into by Buyer at any time on at or after the Closing Date shall be entirely disregarded, other than the interest, premium, penalties and other amounts owing in respect of the Closing Indebtedness, which shall be taken into account; (iib) it shall be assumed that the Company Acquired Companies and its their respective lines of business shall be continued as a going concern; and (iiic) there shall not be taken into account (A) any of the plans, transactions or changes that Buyer intends to initiate or make or cause to be initiated or made at or after the Closing Date with respect to any of the Company Acquired Companies or its businesses respective business or assets, or any facts or circumstances that are unique or particular to Buyer or any assets or liabilities of Buyer, or any obligation for the payment of the Purchase Price hereunder or hereunder; (Bd) the portion of any adjustments prepaid asset for Buyer’s use which the underlying value is no longer useful to any of purchase accountingthe Acquired Companies following the consummation of the transactions contemplated by this Agreement shall be disregarded; and (e) fees and expenses incident to the transactions contemplated by this Agreement shall be handled in accordance with Section 8.2.2.

Adjustment Statement Preparation. Within ninety (90) days after the Closing Date, Buyer shall cause the Company to prepare and deliver to Seller Sellers an adjustment statement setting forth Buyer’s written, good faith determination and calculation of the amount of the Closing Cash, the Closing Indebtedness and the Closing Working Capital, respectively, as of 11:59 p.m. on the Closing Date Capital (the “Preliminary Adjustment Statement”) ), and, based on the Closing Cash, the Closing Indebtedness and the Closing Working CapitalCapital as derived therefrom, Buyer’s written written, good faith determination and calculation of the Cash Purchase Price, Price and the adjustment necessary to reconcile the Estimated Cash Purchase Price to the Cash Purchase Price, if any Price (the “Preliminary Post-Closing Adjustment”). The Preliminary Adjustment Statement and the Final Adjustment Statement shall be prepared consistent with the definitions of Closing Indebtedness and Closing Working Capital and in a manner consistent with, and using the same accounting methods, policies, practices judgments, classifications, estimations, practices, procedures and procedures methodologies (including judgments as to loss and gain contingencies and materiality determinations) as used in the preparation of, the Interim Most Recent Financial Statements (Statements, including the policies and procedures described on Schedule 4.5(a))Accounting Policies, except that the Preliminary Adjustment Statement and the Final Adjustment Statement shall only reflect those items necessary to calculate the Closing Cash, the Closing Indebtedness and the Closing Working Capital. In preparing the Preliminary Adjustment Statement: (ia) any and all effects on the assets or liabilities of the Company of any financing or refinancing arrangements entered into by Buyer (or its Affiliates) at any time on or after the Closing Date shall be entirely disregarded; (iib) it shall be assumed that the Company and its lines of business shall be continued as a going concern; and (iiic) there shall not be taken into account (A) any of the plans, transactions or changes that Buyer intends to initiate or make or cause to be initiated or made after the Closing Date with respect to the Company or its businesses business or assets, or any facts or circumstances that are unique or particular to Buyer or any assets or liabilities of Buyer, or any obligation for the payment of the Cash Purchase Price hereunder or (B) any adjustments for Buyer’s use of purchase accountinghereunder.

Adjustment Statement Preparation. Within ninety (90) days after the Closing Date, Buyer shall cause the Company to prepare and deliver to Seller Sellers’ Representative an adjustment statement setting forth Buyer’s written, good faith determination and calculation of the amount of the Closing Cash, the Closing Indebtedness and Indebtedness, the Closing Working Capital, the Transaction Bonuses and the Selling Expenses, respectively, as of 11:59 p.m. Eastern Standard Time on the Closing Date (the “Preliminary Adjustment Statement”) and, based on the Closing Cash, the Closing Indebtedness and Indebtedness, the Closing Working Capital, the Transaction Bonuses and the Selling Expenses as derived therefrom, Buyer’s written written, good faith determination and calculation of the Purchase Price, Price and the adjustment necessary to reconcile the Estimated Purchase Price to the Purchase Price, if any Price (the “Preliminary Post-Closing Adjustment”). The Preliminary Adjustment Statement and the Final Adjustment Statement (as defined below) shall be prepared in a manner consistent with, and using the same accounting methods, policies, practices and procedures as used in the preparation of, the Interim Month-End Financial Statements (Statements, including the policies and procedures described on Schedule 4.5(a)), except that the Preliminary Adjustment Statement and the Final Adjustment Statement shall only reflect those items necessary to calculate the Closing Cash, the Closing Indebtedness and the Closing Working CapitalAccounting Policies. In preparing the Preliminary Adjustment Statement: (ia) any and all effects on the assets or liabilities Liabilities of the Company of any financing or refinancing arrangements entered into by Buyer at any time on or after the Closing Date shall be entirely disregarded; (ii) it shall be assumed that the Company and its lines of business shall be continued as a going concern; disregarded and (iiib) there shall not be taken into account (A) any of the plans, transactions or changes that Buyer intends to initiate or make or cause to be initiated or made after the Closing Date with respect to the Company or its businesses business or assets, or any facts or circumstances that are unique or particular to Buyer or any assets or liabilities Liabilities of Buyer, or any obligation for the payment of the Purchase Price hereunder or (B) any adjustments for Buyer’s use of purchase accountinghereunder.

Adjustment Statement Preparation. Within ninety sixty days (9060) days after the Closing Date, Buyer shall use its best commercial efforts to cause to be prepared and delivered to Sellers’ Representative, on behalf of Sellers, (a) a consolidated balance sheet of the Company to prepare Acquired Companies as of 12:01 a.m. on the Closing Date, prepared in accordance with GAAP applied on a basis consistent with the GAAP Financial Statements and deliver to Seller an adjustment in accordance with Schedule 2.3.1 (the “Closing Balance Sheet”), (b) a statement based on such balance sheet setting forth the amount of the Closing Cash, the Closing Indebtedness and the Closing Working CapitalCapital of the Acquired Companies, on a consolidated basis, respectively, as of 11:59 p.m. on the Closing Date (the “Preliminary Adjustment Statement”) and, (c) based on the Closing Cash, the Closing Indebtedness and the Closing Working CapitalCapital reflected on the Preliminary Adjustment Statement, Buyer’s written calculation of the Purchase Price, and the adjustment necessary to reconcile the Estimated Purchase Price to the Purchase Price, if any Price (the “Preliminary Post-Closing Adjustment”). The Preliminary Adjustment Statement and the Final Adjustment Statement shall be prepared in a manner consistent with, and using the same accounting methods, policies, practices and procedures as used in the preparation of, the Interim Financial Statements (including the policies and procedures described on Schedule 4.5(a)), except that the Preliminary Adjustment Statement and the Final Adjustment Statement shall only reflect those items necessary to calculate In preparing the Closing Cash, the Closing Indebtedness Balance Sheet and the Closing Working Capital. In preparing the Preliminary Adjustment Statement: (ia) any and all effects on the assets or liabilities of any of the Company Acquired Companies of any financing or refinancing arrangements entered into by Buyer at any time on at or after the Closing Date or any other transactions entered into by any of Sellers, Sellers’ Representative, Buyer, or the Acquired Companies in connection with the consummation of the transactions contemplated hereby shall be entirely disregarded; (iib) it shall be assumed that the Company Acquired Companies and its their respective lines of business shall be continued as a going concern; and (iiic) there shall not be taken into account (A) any of the plans, transactions or changes that Buyer intends to initiate or make or cause to be initiated or made at or after the Closing Date with respect to any of the Company Acquired Companies or its businesses their respective business or assets, or any facts or circumstances that are unique or particular to Buyer or any assets or liabilities of Buyer, or any obligation for the payment of the Closing Purchase Price hereunder or hereunder. Sellers and the Company shall, at Seller’s expense, cause the consolidated balance sheet of the Company and its Subsidiaries for the fiscal year ended March 31, 2007 to be audited in accordance with GAAP applied on a basis consistent with the GAAP Financial Statements and shall use their best commercial efforts to provide such 2007 audited balance sheet to Buyer no less than fifteen (B15) any adjustments for days prior to the date that Buyer is required to deliver the Closing Balance Sheet to the Sellers’ Representative; it being understood that the Buyer’s use of purchase accountingobligation to deliver to the Sellers’ Representative the Closing Balance Sheet, Preliminary Adjustment Statement and Preliminary Post-Closing Adjustment within sixty (60) days after the Closing Date shall be extended to the date that is fifteen (15) days after such 2007 audited balance sheet is provided to Buyer.