Common use of Adjustment Statement Preparation Clause in Contracts

Adjustment Statement Preparation. Within one hundred twenty (120) days after the Closing Date, Buyer shall cause to be prepared and delivered to the Company an adjustment statement (the “Preliminary Adjustment Statement”) setting forth (a) Buyer’s calculation of the amount of the Closing Working Capital; (b) Buyer’s calculation of the Purchase Price; and (c) Buyer’s calculation of the adjustment necessary to reconcile the Estimated Purchase Price to the Purchase 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 Preliminary Post-Closing Adjustment contemplated by this Section 2.8.1 are to update the amount used to calculate the Estimated Purchase Price in Section 2.7 from the 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 or procedures than those set forth in the Accounting Principles.

Adjustment Statement Preparation. Within one hundred twenty ninety (12090) days after the Closing Date, Buyer shall cause prepare and deliver to be prepared and delivered to the Company Sellers an adjustment statement setting forth Buyer’s written, good faith determination and calculation of the amount of the Closing Indebtedness and the Closing Working Capital (the “Preliminary Adjustment Statement”) setting forth (a) ), and, based on the Closing Indebtedness and the Closing Working Capital as derived therefrom, Buyer’s written, good faith determination and calculation of the amount of the Closing Working Capital; (b) Buyer’s calculation of the Cash Purchase Price; Price and (c) Buyer’s calculation of the adjustment necessary to reconcile the Estimated Cash Purchase Price to the Cash Purchase Price (the “Preliminary Post-Closing Adjustment”). At the same time it delivers the The Preliminary Adjustment Statement, Buyer Statement and the Final Adjustment Statement shall deliver to be prepared consistent with the Company documentation to support its calculations definitions of Closing Indebtedness and other amounts set forth in the Preliminary Adjustment Statement. The amount of Closing Working Capital set forth and in a manner consistent with, and using the same accounting policies, judgments, classifications, estimations, practices, procedures and methodologies (including judgments as to loss and gain contingencies and materiality determinations) as used in the Preliminary Adjustment Statement (i) shall be prepared in accordance with preparation of, the Most Recent Financial Statements, including 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 Policies, except that the purposes of preparing the Preliminary Adjustment Statement and calculating the Preliminary Post-Closing Final Adjustment contemplated by this Section 2.8.1 are to update the amount used Statement shall only reflect those items necessary to calculate the Estimated Purchase Price in Section 2.7 from the Estimated Closing Working Capital to Indebtedness and the Closing Working Capital. The parties further agree In preparing the Preliminary Adjustment Statement: (a) 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; (b) it shall be assumed that the processes set forth in this Section 2.8.1 Company and its lines of business shall be continued as a going concern; and (c) there shall not be taken into account 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 business or assets, or any facts or circumstances that are not intended unique or particular to permit Buyer or any assets or liabilities of Buyer, or any obligation for the introduction payment of different accounting methods, policies, principles, practices or procedures than those set forth in the Accounting PrinciplesCash Purchase Price hereunder.

Adjustment Statement Preparation. Within one hundred twenty As soon as practicable, but in any event not more than ninety (12090) days after the Closing Date, Buyer the Purchaser shall cause to be prepared in good faith prepare and delivered deliver to the Company 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 and based on the Closing Indebtedness, the Closing Working Capital, the Closing 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”) setting forth (a) Buyer’s calculation of the amount of the Closing Working Capital; (b) Buyer’s calculation of the Purchase Price; and (c) Buyer’s calculation of the adjustment necessary to reconcile the Estimated Purchase Price to the Purchase 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 as of 12:01 a.m. ET on the Closing Date, in a manner consistent with Schedule 2.3, including the types of adjustments set forth therein, and in accordance with the Accounting Principles definitions of Closing Indebtedness, Closing Working Capital, Closing Cash, Accrued Tax Liabilities and (ii) shall not include any changes Selling Expenses as defined 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 For purposes of preparing 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 and analysis of the Preliminary Adjustment Statement and calculating the Preliminary Post-Closing Adjustment contemplated by this Section 2.8.1 are resolution of any disputes thereunder; provided, that access to update the amount used to calculate the Estimated Purchase Price in Section 2.7 from the Estimated Closing Working Capital outside accountants’ work product shall be subject 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 or procedures than those set forth in the Accounting PrinciplesSellers’ Representative and its Representatives executing a reasonable and customary nonreliance letter.

Adjustment Statement Preparation. Within one hundred twenty ninety (12090) days after the Closing Date, Buyer shall cause prepare and deliver to be prepared and delivered to the Company 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, the Closing Working Capital, the Transaction Bonuses and the Selling Expenses, respectively (the “Preliminary Adjustment Statement”) setting forth (a) Buyer’s calculation of ), and, based on the amount of Closing Cash, the Closing Indebtedness, the Closing Working Capital; (b) , the Transaction Bonuses and the Selling Expenses as derived therefrom, Buyer’s written, good faith determination and calculation of the Purchase Price; Price and (c) Buyer’s calculation of the adjustment necessary to reconcile the Estimated Purchase Price to the Purchase 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 and the Final Adjustment Statement will be prepared in a manner consistent with the Accounting Policies and in accordance with the Accounting Principles and (ii) shall not include any changes applicable definitions 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 With respect to amounts of preparing Closing Cash, Closing Indebtedness, Selling Expenses, Transaction Bonuses and Closing Working Capital appearing on the Preliminary Adjustment Statement and calculating the Final Adjustment Statement that may otherwise be expressed in a currency other than U.S. dollars, the parties agree that, in converting such amounts to U.S. dollars for inclusion on the Preliminary Post-Closing Adjustment contemplated by this Section 2.8.1 are to update Statement and the amount Final Adjustment Statement, the FX Rate will be used to calculate the Estimated Purchase Price in Section 2.7 from the Estimated Closing Working Capital as of one (1) Business Day prior to the Closing Working CapitalDate. The parties further agree In preparing the Preliminary Adjustment Statement: (a) any and all effects on the assets or liabilities of any of the Acquired Companies of any financing or refinancing arrangements entered into by Buyer at any time on or after the Closing Date are to be entirely disregarded; (b) it will be assumed that the processes set forth in this Section 2.8.1 Acquired Companies and their respective lines of business are not intended continued as a going concern; and (c) none of the plans, transactions or changes that Buyer intends to permit initiate or make or cause to be initiated or made after the introduction Closing Date with respect to any of different accounting methodsthe Acquired Companies or its or their respective business or assets, policiesor any facts or circumstances that are unique or particular to Buyer or any assets or liabilities of Buyer, principles, practices or procedures than those set forth in any obligation for the Accounting Principlespayment of the Purchase Price will be taken into account.

Adjustment Statement Preparation. Within one hundred twenty ninety (12090) days after the Closing Date, Buyer shall cause prepare and deliver to be prepared and delivered to the Company Sellers’ Representative an adjustment statement setting forth Buyer’s written, good faith determination and calculation of the amount of the Closing Indebtedness, the Closing Working Capital, the Transaction Bonuses and the Selling Expenses, respectively (the “Preliminary Adjustment Statement”) setting forth (a) Buyer’s calculation of ), and, based on the amount of Closing Indebtedness, the Closing Working Capital; (b) , the Transaction Bonuses and the Selling Expenses as derived therefrom, Buyer’s written, good faith determination and calculation of the Cash Purchase Price; Price and (c) Buyer’s calculation of the adjustment necessary to reconcile the Estimated Cash Purchase Price to the Cash Purchase Price (the “Preliminary Post-Closing Adjustment”). At 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 time it delivers accounting policies, judgments, classifications, estimations, practices, procedures and methodologies (including judgments as to loss and gain contingencies and materiality determinations) as used in the preparation of, the Most Recent Financial Statements, including the Accounting Policies, except that the Preliminary Adjustment Statement and the Final Adjustment Statement shall only reflect those items necessary to calculate the Closing Indebtedness, the Closing Working Capital, the Transaction Bonuses and the Selling Expenses. In preparing the Preliminary Adjustment Statement: (a) 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; (b) it shall be assumed that the Company and its lines of business shall be continued as a going concern; and (c) there shall not be taken into account any of the plans, transactions or changes that Buyer shall deliver intends to initiate or make or cause to be initiated or made after the Closing Date with respect to the Company documentation or its business or assets, or any facts or circumstances that are unique or particular to support its calculations and other amounts set forth in Buyer or any assets or liabilities of Buyer, or any obligation for the Preliminary Adjustment Statementpayment of the Cash Purchase Price hereunder. The amount of Closing Working Capital set forth in 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 (i$144,000) shall be prepared in accordance with credit by Buyer to Sellers to the Accounting Principles and Closing Working Capital calculation (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“Working Capital Credit”). The parties agree that the purposes of preparing 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 and calculating the Preliminary Post-Closing or Final Adjustment contemplated by this Section 2.8.1 are to update the amount used to calculate the Estimated Purchase Price in Section 2.7 from the 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 or procedures than those set forth in the Accounting PrinciplesStatement.

Adjustment Statement Preparation. Within one hundred twenty sixty (12060) days after the Closing Date, Buyer shall cause the Acquired Companies to be prepared prepare and delivered deliver to the Company Sellers’ Representative an adjustment statement setting forth the amount of the Closing Cash, the Closing Indebtedness and the Closing Working Capital of the Acquired Companies, on a consolidated basis, respectively, as of immediately prior to the Closing (the “Preliminary Adjustment Statement”) setting forth (a) Buyer’s calculation of and, based on the amount of Closing Cash, the Closing Indebtedness and the Closing Working Capital; (b) Capital as derived therefrom, Buyer’s written calculation of the Purchase Price; Price (excluding the Tax Benefit Amount which shall be calculated pursuant to, and (c) Buyer’s calculation of payable in accordance with, Section 8.4), and the adjustment necessary to reconcile the Estimated Purchase Price to the Purchase Price (excluding the Tax Benefit Amount which shall be calculated pursuant to, and payable in accordance with, Section 8.4) (the “Preliminary Post-Closing Adjustment”). At The Preliminary Adjustment Statement and Final Adjustment Statement shall be prepared in a manner consistent with and using the same time it delivers accounting methods, policies, practices and procedures as used in the preparation of the Audited Financial Statements, consistently applied in conformity with GAAP except for those matters described in Section 4.5(a) of the Disclosure Letter, and in accordance with Section 2.3.1 of the Disclosure Letter and the definitions in Article 11 and Section 2.3 hereof, except that the Preliminary Adjustment Statement and Final Adjustment Statement shall only reflect those assets and liabilities of the Acquired Companies necessary to calculate the Closing Cash, the Closing Indebtedness and Closing Working Capital. In preparing the Preliminary Adjustment Statement: (a) any and all effects on the assets or liabilities of any of the Acquired Companies of any financing or refinancing arrangements entered into by Buyer at any time at or after the Closing Date shall be entirely disregarded, Buyer shall deliver to other than the Company documentation to support its calculations interest, premium, penalties and other amounts set forth owing in respect of the Preliminary Adjustment Statement. The amount of Closing Working Capital set forth in the Preliminary Adjustment Statement (i) Indebtedness, which shall be prepared in accordance with taken into account; (b) it shall be assumed that the Accounting Principles Acquired Companies and their respective lines of business shall be continued as a going concern; (iic) there shall not include be taken into account any of the plans, transactions or changes in 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 Acquired Companies or its respective business or assets, or any facts or circumstances that are unique or particular to Buyer or any assets or liabilities as a result of purchase Buyer, or other non-cash accounting adjustments or other changes arising from or resulting as a consequence any obligation for the payment of the Purchase Price hereunder; (d) the portion of any prepaid asset for which the underlying value is no longer useful to any of the Acquired Companies following the consummation of the transactions contemplated by this Agreement or any other Transaction Agreement. The parties agree that shall be disregarded; and (e) fees and expenses incident to the purposes of preparing the Preliminary Adjustment Statement and calculating the Preliminary Post-Closing Adjustment transactions contemplated by this Agreement shall be handled in accordance with Section 2.8.1 are to update the amount used to calculate the Estimated Purchase Price in Section 2.7 from the 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 or procedures than those set forth in the Accounting Principles8.2.2.

Adjustment Statement Preparation. Within one hundred twenty ninety (12090) days after the Closing Date, Buyer shall cause the Acquired Companies to be prepared prepare and delivered deliver to the Company Seller an adjustment statement setting forth the amount of the Closing Cash, the Closing Indebtedness and the Closing Working Capital, respectively, as of the Financial Close Time and the Transaction Expenses (the “Preliminary Adjustment Statement”) setting forth (a) Buyer’s calculation of and, based on the amount of Closing Cash, the Closing Indebtedness, the Transaction Expenses and 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 Price, if any (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) and the Final Adjustment Statement shall be prepared in accordance with a manner consistent with, and using the Accounting Principles same accounting methods, policies, practices and procedures as used in the preparation of, the Interim Financial Statements (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 including the transactions contemplated by this Agreement or any other Transaction Agreement. The parties agree policies and procedures described on Schedule 4.5(a)), except that the purposes of preparing the Preliminary Adjustment Statement and calculating the Preliminary Post-Closing Final Adjustment contemplated by this Section 2.8.1 are to update the amount used Statement shall only reflect those items necessary to calculate the Estimated Purchase Price in Section 2.7 from Closing Cash, the Estimated Closing Working Capital to Indebtedness, the Transaction Expenses and the Closing Working Capital. The parties further agree In preparing the Preliminary Adjustment Statement: (a) any and all effects on the assets or liabilities of the 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; (b) it shall be assumed that the processes set forth in this Section 2.8.1 Acquired Companies and their respective lines of businesses shall be continued as a going concern; and (c) there shall not be taken into account (i) 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 Acquired Companies or their respective business or assets, or any facts or circumstances that are not intended unique or particular to permit Buyer or any assets or liabilities of Buyer, or any obligation for the introduction payment of different accounting methods, policies, principles, practices the Purchase Price hereunder or procedures than those set forth in the Accounting Principles(ii) any adjustments for Buyer’s use of purchase accounting.

Adjustment Statement Preparation. Within one hundred twenty sixty (12060) days after the Closing DateDate (the “Buyer Preparation Period”), 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, 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”) setting forth (a) Buyer’s calculation of and, based on the amount of Closing Cash, the Closing Indebtedness, Transaction Expenses and 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 Price, if any (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) and the Final Adjustment Statement shall be prepared in accordance with GAAP as modified by those policies and procedures described on Schedule 2.4.1 (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 Principles”), except that the purposes of preparing the Preliminary Adjustment Statement and calculating the Preliminary Post-Closing Final Adjustment contemplated by this Section 2.8.1 are to update the amount used Statement shall only reflect those items necessary to calculate the Estimated Purchase Price in Section 2.7 from Closing Cash, the Estimated Closing Working Capital to Indebtedness, Transaction Expenses and the Closing Working Capital. The parties further agree In preparing the Preliminary Adjustment Statement: (a) 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; (b) it shall be assumed that the processes set forth Company and its lines of business shall be continued as a going concern; and (c) there shall not be taken into account (i) 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 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 (ii) 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 this Section 2.8.1 are not intended order to permit facilitate Buyer’s preparation of the introduction Preliminary Adjustment Statement and Seller shall cause the reasonably necessary personnel of different accounting methodsSeller to assist such Buyer or Company representatives in their preparation of the Preliminary Adjustment Statement, policiesin each case, principles, practices or procedures than those set forth in the Accounting Principlesupon reasonable advance notice.

Adjustment Statement Preparation. Within one hundred twenty sixty days (12060) 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 an adjustment 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 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 Capital of the Acquired Companies, on a consolidated basis, respectively, as of the Closing (the “Preliminary Adjustment Statement”) setting forth and, (ac) Buyer’s calculation of based on the amount of Closing Cash, the Closing Indebtedness and the Closing Working Capital; (b) Capital reflected on the Preliminary Adjustment Statement, 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 (the “Preliminary Post-Closing Adjustment”). At In preparing the same time it delivers Closing Balance Sheet and the Preliminary Adjustment Statement, Buyer shall deliver to : (a) any and all effects on 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 any of the Acquired Companies of any financing or refinancing arrangements entered into by Buyer at any time at or after the Closing Date or any other non-cash accounting adjustments transactions entered into by any of Sellers, Sellers’ Representative, Buyer, or other changes arising from or resulting as a consequence the Acquired Companies in connection with the consummation of the transactions contemplated by this Agreement hereby shall be entirely disregarded; (b) it shall be assumed that the Acquired Companies and their respective lines of business shall be continued as a going concern; and (c) there shall not be taken into account 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 Acquired Companies or their respective business or assets, or any other Transaction Agreementfacts 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. The parties agree 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 (15) days prior to the date that Buyer is required to deliver the Closing Balance Sheet to the Sellers’ Representative; it being understood that the purposes of preparing Buyer’s obligation to deliver to the Sellers’ Representative the Closing Balance Sheet, Preliminary Adjustment Statement and calculating the Preliminary Post-Closing Adjustment contemplated by this Section 2.8.1 are to update within sixty (60) days after the amount used to calculate the Estimated Purchase Price in Section 2.7 from the Estimated Closing Working Capital Date shall be extended to the Closing Working Capital. The parties further agree date that the processes set forth in this Section 2.8.1 are not intended is fifteen (15) days after such 2007 audited balance sheet is provided to permit the introduction of different accounting methods, policies, principles, practices or procedures than those set forth in the Accounting PrinciplesBuyer.

Adjustment Statement Preparation. Within one hundred twenty sixty (12060) days after the Closing Date, Buyer shall cause the Acquired Companies to be prepared prepare and delivered deliver to the Company Sellers’ Representative an adjustment statement setting forth the amount of the Closing Cash, the Closing Indebtedness and the Closing Working Capital of the Acquired Companies, on a consolidated basis, respectively, as of immediately prior to the Closing (the “Preliminary Adjustment Statement”) setting forth (a) Buyer’s calculation of and, based on the amount of Closing Cash, the Closing Indebtedness and the Closing Working Capital; (b) Capital as derived {P02534_X101.HTM;8} therefrom, 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 (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 component of the Preliminary Adjustment Statement (i) and the Final Adjustment Statement shall be prepared in accordance with GAAP (using the Accounting Principles methods, policies, practices and (ii) procedures used in the preparation of the Audited Financial Statements for the year ending December 31, 2006), except that the Preliminary Adjustment Statement and the Final Adjustment Statement shall not only reflect those items necessary to calculate the Closing Working Capital and, for the avoidance of doubt, the calculation of Closing Working Capital shall include any changes in assets or liabilities outstanding checks as a result component of purchase or other non-cash accounting adjustments or other changes arising from or resulting accounts payable as a consequence of the transactions contemplated by this Agreement or any other Transaction Agreement. The parties agree that the purposes of reflected in Exhibit A. In preparing the Preliminary Adjustment Statement and calculating Final Adjustment Statement: (a) any and all effects on the Preliminary Post-assets or liabilities of any of the Acquired Companies of any financing or refinancing arrangements entered into by Buyer at any time at or after the Closing Adjustment contemplated by this Section 2.8.1 Date shall be entirely disregarded; (b) it shall be assumed that the Acquired Companies and their respective lines of business shall be continued as a going concern; and (c) there shall not be taken into account 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 Acquired Companies or its respective business or assets, or any facts or circumstances that are unique or particular to update Buyer or any assets or liabilities of Buyer, or any obligation for the amount used to calculate payment of the Estimated Purchase Price in Section 2.7 from the 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 or procedures than those set forth in the Accounting Principleshereunder.

Adjustment Statement Preparation. Within one hundred twenty ninety (12090) 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”) setting forth (a) Buyer’s calculation of and, based on the amount of Closing Cash, the Closing Indebtedness and 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 Price, if any (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) and the Final Adjustment Statement shall be prepared in accordance with a manner consistent with, and using the Accounting Principles same accounting methods, policies, practices and procedures as used in the preparation of, the Interim Financial Statements (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 including the transactions contemplated by this Agreement or any other Transaction Agreement. The parties agree policies and procedures described on Schedule 4.5(a)), except that the purposes of preparing the Preliminary Adjustment Statement and calculating the Preliminary Post-Closing Final Adjustment contemplated by this Section 2.8.1 are to update the amount used Statement shall only reflect those items necessary to calculate the Estimated Purchase Price in Section 2.7 from Closing Cash, the Estimated Closing Working Capital to Indebtedness and the Closing Working Capital. The parties further agree 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 processes set forth in this Section 2.8.1 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 not intended unique or particular to permit Buyer or any assets or liabilities of Buyer, or any obligation for the introduction payment of different accounting methods, policies, principles, practices the Purchase Price hereunder or procedures than those set forth in the Accounting Principles(B) any adjustments for Buyer’s use of purchase accounting.

Adjustment Statement Preparation. Within As soon as practicable, but in any event not more than sixty (60) days after the Closing Date, the Purchaser shall in good faith prepare and deliver to the Sellers’ Representative an adjustment statement setting forth the amount of the Closing Indebtedness, the Closing Working Capital, and the Cash and Cash Equivalents, in each case, as of the Closing and, based on the Closing Indebtedness, the Closing Working Capital, and the Cash and Cash Equivalents as derived therefrom, the Purchaser’s written calculation of the Transaction Consideration, and the adjustment (if any) necessary to reconcile the Estimated Transaction Consideration to the Transaction Consideration (the “Preliminary -3- EAST\168212916.9 Adjustment Statement”). The Preliminary Adjustment Statement shall be prepared and dated as of 12:01 a.m. eastern standard time zone on the Closing Date, in accordance with the Accounting Principles and, except where inconsistent with the Accounting Principles, using the same accounting principles and practices as the Company has used historically, and in accordance with the definitions of Closing Indebtedness, Closing Working Capital, and Cash and Cash Equivalents as defined in this Agreement. 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 at any time by Purchaser or any other transaction entered into by Purchaser in connection with the consummation of the transactions contemplated hereby, and (ii) any of the plans, transactions, or changes which Purchaser intends to initiate or make or cause to be initiated or made after the Closing with respect to the Company or its Subsidiaries or their business or assets, or any facts or circumstances that are unique or particular to Purchaser or any of its assets or 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 (i) electing, 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, Buyer in which case the review, dispute resolution and adjustment payment provisions set forth in Sections 2.5.2-2.5.5 shall cause apply to be prepared and delivered Purchaser in the same manner in which they would have applied to the Company an adjustment statement (the “Preliminary Adjustment Statement”) setting forth (a) Buyer’s calculation of the amount of the Closing Working Capital; (b) Buyer’s calculation of the Purchase Price; Sellers if Purchaser had delivered a timely and (c) Buyer’s calculation of the adjustment necessary to reconcile the Estimated Purchase Price to the Purchase Price (the “Preliminary Post-Closing Adjustment”). At the same time it delivers the complete Preliminary Adjustment Statement, Buyer shall deliver to mutatis mutandis. For purposes of complying with the Company documentation to support its calculations and other amounts terms set forth in this Section 2.5, each Party shall cooperate with and make available to the Preliminary Adjustment Statement. The amount of Closing Working Capital set forth 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 the Preliminary Adjustment Statement (i) shall be prepared in accordance connection with the Accounting Principles preparation and (ii) shall not include any changes in assets or liabilities as a result analysis 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 Preliminary Post-Closing Adjustment contemplated by this Section 2.8.1 are to update the amount used to calculate the Estimated Purchase Price in Section 2.7 from the 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 resolution of different accounting methods, policies, principles, practices or procedures than those set forth in the Accounting Principlesany disputes thereunder.

Adjustment Statement Preparation. Within one hundred twenty sixty (12060) days after the Closing Date, Buyer Parent shall cause to be prepared and delivered to the Company Stockholders’ Representative an adjustment statement setting forth the amount of the Closing Cash, the Closing Indebtedness, the Closing Working Capital and the Closing Selling Expenses, each on a consolidated basis as of 11:59 p.m. on the Closing Date (the “Preliminary Adjustment Statement”) setting forth (a) Buyer), and Parent’s written calculation of the amount of the Closing Working Capital; (b) Buyer’s calculation of the Purchase Price; aggregate Merger Consideration, and (c) Buyer’s calculation of the adjustment necessary to reconcile the Estimated Purchase Price Merger Consideration to the Purchase Price aggregate Merger Consideration (the “Preliminary Post-Closing Adjustment”). At the same time it delivers the The Preliminary Adjustment Statement, Buyer Statement shall deliver to be prepared as of 11:59 p.m. on the Company documentation to support its calculations Closing Date in accordance with GAAP and other amounts set forth in accordance with the Preliminary Adjustment Statementprinciples and policies used in preparing interim financial statements. The amount 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 methods. In furtherance of the foregoing, any 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, raw materials, work in 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 (i) and the Working Capital Target shall be prepared in accordance with equitably adjusted therefor). In such preparation: (a) any and all effects on the Accounting Principles and (ii) shall not include any changes in assets or liabilities of any of the Acquired Companies of any financing or refinancing arrangements entered into by Parent and Merger Sub at any time at or after the Effective Time shall be entirely disregarded; (b) it shall be assumed that the Acquired Companies and their respective lines of business shall be continued as a result of purchase or other non-cash accounting adjustments or other changes arising from or resulting as a consequence going concern; and (c) there shall not be taken into account the closing of the transactions contemplated by this Agreement transaction or any other Transaction Agreementof the plans, transactions or changes that Parent intends to initiate or make or cause to be initiated or made at or after the Effective Time with respect to any of the Acquired Companies or its respective business or assets, or any facts or circumstances that are unique or particular to Parent or Merger Sub or any assets or liabilities of Parent or Merger Sub, or any obligation for the payment of the Merger Consideration hereunder. The parties agree that Furthermore, the purposes value of preparing 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 his delegate may be present. The Stockholders’ Representative shall reasonably cooperate with Parent and calculating Merger Sub in the preparation of the Preliminary Post-Closing Adjustment contemplated by this Section 2.8.1 are to update the amount used to calculate the Estimated Purchase Price in Section 2.7 from the 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 or procedures than those set forth in the Accounting PrinciplesStatement.

Adjustment Statement Preparation. Within one hundred twenty ninety (12090) 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, Transaction Expenses and the Closing Working Capital, respectively, as of 11:59 p.m. on the Closing Date (the “Preliminary Adjustment Statement”) setting forth (a) Buyer’s calculation of and, based on the amount of Closing Cash, the Closing Indebtedness, Transaction Expenses and 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 Price, if any (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) and the Final Adjustment Statement shall be prepared in a manner in accordance with GAAP consistent with, and using the Accounting Principles same accounting methods, policies, practices and procedures as used in the preparation of, the Interim Financial Statements (ii) shall not include any changes in assets or liabilities as a result of purchase or other including the GAAP and 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 GAAP policies and procedures described on Schedule 4.5.1(b)); except that the purposes of preparing the Preliminary Adjustment Statement and calculating the Preliminary Post-Closing Final Adjustment contemplated by this Section 2.8.1 are to update the amount used Statement shall only reflect those items necessary to calculate the Estimated Purchase Price in Section 2.7 from Closing Cash, the Estimated Closing Working Capital to Indebtedness, the Transaction Expenses and the Closing Working Capital. The parties further agree In preparing the Preliminary Adjustment Statement: (a) 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; (b) it shall be assumed that the processes set forth in this Section 2.8.1 Company and its lines of business shall be continued as a going concern; and (c) there shall not be taken into account 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 business or assets, or any facts or circumstances that are not intended unique or particular to permit Buyer or any assets or liabilities of Buyer, or any obligation for the introduction payment of different accounting methods, policies, principles, practices the Purchase Price hereunder or procedures than those set forth in the Accounting Principlesany adjustments for Buyer’s use of purchase accounting.

Adjustment Statement Preparation. Within one hundred twenty (120) 45 days after the Closing Date, Buyer shall cause prepare and deliver to be prepared and delivered to the Company Sellers’ Representative an adjustment statement (the “Preliminary Adjustment Statement”) setting forth (a) Buyer’s calculation of the amount of the Closing Cash, the Unpaid Indebtedness and the Closing Working Capital; (b) Capital and, based on the Closing Cash, the Unpaid Indebtedness and the Closing Working Capital as derived therefrom, 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 (the “Preliminary Post-Closing AdjustmentAdjustment Statement”). At The Preliminary Adjustment Statement shall be prepared as of the same time it delivers Closing Date consistent with Schedule 2.3.1 and calculating the reserve for LIFO inventory as if the Closing Date were an interim month end, except that the Preliminary Adjustment Statement shall only reflect those assets, liabilities and information of the Company necessary to calculate the Closing Cash, the Unpaid Indebtedness and Closing Working Capital. In preparing the Preliminary Adjustment Statement: (a) any and all effects on the assets or liabilities of the Company of any financing arrangements entered into by Buyer on or after the Closing Date shall not be taken into account; (b) it shall be assumed that the Company shall be continued as a going concern; and (c) there shall not be taken into account any changes that Buyer intends to make on or after the Closing Date with respect to the Company, or any facts or circumstances that are unique or particular to Buyer, or any obligation for the payment of the Purchase Price. Buyer shall deliver to the Company documentation to support its calculations and other amounts set forth cooperate fully with Sellers’ Representative in his review of the Preliminary Adjustment Statement. The amount Buyer shall cause the books and records of Closing Working Capital set forth 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 (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 Preliminary Post-Closing Adjustment contemplated by this Section 2.8.1 are to update the amount used to calculate the Estimated Purchase Price in Section 2.7 from the 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 or procedures than those set forth in the Accounting PrinciplesStatement.

Adjustment Statement Preparation. Within one hundred twenty sixty (12060) days after the Closing Date, Buyer shall cause deliver to be prepared and delivered to the Company Seller an adjustment statement setting forth the amount of the Closing Net Assets (the “Preliminary Adjustment Statement”) setting forth (a) and, based on the Closing Net Assets as derived therefrom, Buyer’s calculation of the 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 (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 will be in the same form as that used for the calculation of the Net Assets set forth on Exhibit B (ithe “Sample Net Assets Statement”) shall and will 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 AgreementPrinciples. The parties agree that the purposes of In preparing the Preliminary Adjustment Statement Statement: (a) any and calculating all effects on the Preliminary Post-assets or liabilities of Buyer or the Business of any financing or refinancing arrangements entered into by Buyer at any time at or after the Closing Adjustment contemplated by this Section 2.8.1 Date shall be entirely disregarded; (b) it shall be assumed that the Business shall be continued as a going concern; and (c) there shall not be taken into account 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 Business, or any facts or circumstances that are unique or particular to update Buyer or any assets or liabilities of Buyer, or any obligation for the amount used to calculate payment of the Estimated Purchase Price in Section 2.7 from the 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 or procedures than those set forth in the Accounting Principleshereunder.

Adjustment Statement Preparation. Within one hundred twenty ninety (12090) days after the Closing Date, Buyer shall cause prepare and deliver to be prepared and delivered to the Company Sellers an adjustment statement setting forth Buyer’s written, good faith determination and calculation of the amount of the Closing Indebtedness, the Closing Working Capital, the Transaction Bonuses and the Selling Expenses, respectively (the “Preliminary Adjustment Statement”) setting forth (a) Buyer’s calculation of ), and, based on the amount of Closing Indebtedness, the Closing Working Capital; (b) , the Transaction Bonuses and the Selling Expenses as derived therefrom, Buyer’s written, good faith determination and calculation of the Cash Purchase Price; Price and (c) Buyer’s calculation of the adjustment necessary to reconcile the Estimated Cash Purchase Price to the Cash Purchase 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) and the Final Adjustment Statement shall be prepared in accordance 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 policies, judgments, classifications, estimations, practices, procedures and methodologies (including judgments as to loss and gain contingencies and materiality determinations) as used in the preparation of, the Most Recent Financial Statements, including 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 Policies, except that the purposes of preparing the Preliminary Adjustment Statement and calculating the Preliminary Post-Closing Final Adjustment contemplated by this Section 2.8.1 are to update the amount used Statement shall only reflect those items necessary to calculate the Estimated Purchase Price in Section 2.7 from the Estimated Closing Working Capital to Indebtedness, the Closing Working Capital, the Transaction Bonuses and the Selling Expenses. The parties further agree In preparing the Preliminary Adjustment Statement: (a) 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; (b) it shall be assumed that the processes set forth in this Section 2.8.1 Company and its lines of business shall be continued as a going concern; and (c) there shall not be taken into account 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 business or assets, or any facts or circumstances that are not intended unique or particular to permit Buyer or any assets or liabilities of Buyer, or any obligation for the introduction payment of different accounting methods, policies, principles, practices or procedures than those set forth in the Accounting PrinciplesCash Purchase Price hereunder.

Adjustment Statement Preparation. Within one hundred twenty seventy-five (12075) 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 (the “Preliminary Adjustment Statement”) setting forth (a) Buyer’s calculation of the amount of the Closing Cash, the Closing Indebtedness and the Closing Working Capital; Capital (bthe “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 (c) Buyer’s calculation of the adjustment necessary to reconcile the Estimated Purchase Price to the Purchase Price Price, if any (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) and the Final Adjustment Statement shall be prepared in accordance with GAAP using the Accounting Principles same accounting methods, policies, practices and procedures as used in the preparation of the Interim Financial Statements, including the policies and procedures described in items (iiA) shall not include any changes in assets or liabilities as a result of purchase or other 1-10 on Schedule 4.5(a), subject only to the non-cash accounting adjustments or other changes arising from or resulting GAAP policies set forth as a consequence of the transactions contemplated by this Agreement or any other Transaction Agreement. The parties agree items (B) 1-6 on Schedule 4.5(a), except that the purposes of preparing the Preliminary Adjustment Statement and calculating the Preliminary Post-Closing Final Adjustment contemplated by this Section 2.8.1 are to update the amount used Statement shall only reflect those items necessary to calculate the Estimated Purchase Price in Section 2.7 from Closing Cash, the Estimated Closing Working Capital to Indebtedness and the Closing Working Capital. The parties further agree In preparing the Preliminary Adjustment Statement: (a) 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; (b) it shall be assumed that the processes set forth in this Section 2.8.1 Company and its lines of business shall be continued as a going concern; and (c) there shall not be taken into account (i) 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 business or assets, or any facts or circumstances that are not intended unique or particular to permit Buyer or any assets or liabilities of Buyer, or any obligation for the introduction payment of different accounting methodsthe Purchase Price hereunder, policies, principles, practices or procedures than those set forth in the Accounting Principles(ii) any adjustments for Buyer’s use of purchase accounting.

Adjustment Statement Preparation. Within one hundred twenty sixty (12060) days after the Closing Date, Buyer shall cause prepare and deliver to be prepared and delivered to the Company Seller an adjustment statement setting forth 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”) setting forth (a) Buyer’s and, based on such calculation of the amount of Closing Cash, the Closing Indebtedness and the Closing Working Capital; (b) , Buyer’s written, good faith determination and calculation of the Purchase Price; , and (c) Buyer’s calculation of the adjustment necessary to reconcile the Estimated Purchase Price to the Purchase Price Price, if any (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) and the Final Adjustment Statement shall be prepared in accordance with a manner consistent with, and using the Accounting Principles same accounting methods, policies, practices 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 procedures described on, Schedule 4.5.1, except that the purposes of preparing the Preliminary Adjustment Statement and calculating the Preliminary Post-Closing Final Adjustment contemplated by this Section 2.8.1 are to update the amount used Statement shall only reflect those items necessary to calculate the Estimated Purchase Price in Section 2.7 from Closing Cash, the Estimated Closing Working Capital to Indebtedness and the Closing Working Capital. The parties further agree In preparing the Preliminary Adjustment Statement: (a) any and all effects on the assets or liabilities of the 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; (b) it shall be assumed that the processes set forth Acquired Companies and their respective lines of businesses shall be continued as a going concern; and (c) there shall not be taken into account (i) 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 Acquired Companies 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 (ii) 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 this Section 2.8.1 are not intended its sole discretion exercised upon written notice to permit Buyer within five (5) days following expiration of such sixty (60) day period, the introduction of different accounting methods, policies, principles, practices or procedures than those set forth Estimated Purchase Price specified in the Accounting PrinciplesClosing 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 one hundred twenty ninety (12090) days after the Closing Date, Buyer shall cause prepare and deliver to be prepared and delivered to the Company 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, 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”) setting forth (a) Buyer’s calculation of and, based on the amount of Closing Cash, the Closing Indebtedness, the Closing Working Capital; (b) , the Transaction Bonuses and the Selling Expenses as derived therefrom, Buyer’s written, good faith determination and calculation of the Purchase Price; Price and (c) Buyer’s calculation of the adjustment necessary to reconcile the Estimated Purchase Price to the Purchase 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 and the Final Adjustment Statement (ias defined below) shall be prepared in accordance with a manner consistent with, and using 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 Preliminary Post-Closing Adjustment contemplated by this Section 2.8.1 are to update the amount used to calculate the Estimated Purchase Price in Section 2.7 from the 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 same accounting methods, policies, principles, practices or and procedures than those set forth as used in the preparation of, the Month-End Financial Statements, including the Accounting PrinciplesPolicies. In preparing the Preliminary Adjustment Statement: (a) 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 (b) there shall not be taken into account 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 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.