Common use of Adjustment Statement Clause in Contracts

Adjustment Statement. (a) Within forty-five (45) days following the Closing Date, the Purchasers shall prepare and deliver to the Sellers a final statement (the "Final Adjustment Statement") that sets forth the same information as included in the Estimated Adjustment Statement provided pursuant to Section 1(a) above, adjusted to take into account the final figures as of 11:59 p.m. on the Closing Date determined in accordance with the standard set forth in said Section 1(a). The Sellers shall provide copies of all invoices or other billing information actually received or sent by the Sellers during this 45 days period to allow the Purchasers to prepare the Final Adjustment Statement in accordance with this Section. The Final Adjustment Statement shall be accompanied by such backup information and schedules as is reasonably required in order for the Sellers to understand the computation of the amount(s) set forth therein. (b) The Parties shall attempt to agree upon the Final Adjustment Statement within thirty (30) days following the delivery thereof to the Sellers. If the Sellers dispute any item set forth on the Final Adjustment Statement, the Sellers shall give the Purchasers written notice thereof within thirty (30) days following the delivery to the Sellers of the Final Adjustment Statement, setting forth in reasonable detail the disputed item or items. If the Sellers have not delivered such notice to the Purchasers within such thirty (30) day period, the Final Adjustment Statement shall be deemed to be final and, to the extent the Final Adjustment Statement reflects an adjustment to the amounts paid by the Purchasers under Section 2.2(a) of the Agreement that is different from the adjustment made on the Closing Date, the party that benefited from the variance in the adjustment made on the Closing Date shall pay to the other party the variance amount within five (5) days following the expiration of such thirty (30) day period. If the Sellers have delivered a notice of a dispute to the Purchasers, the undisputed portion of the variance amount, if any, shall be paid to the party entitled to receive the same within five (5) days following the delivery of the notice by the Sellers to the Purchasers and the parties shall jointly engage PricewaterhouseCoopers (or, if such firm is unable or unwilling to act in such capacity, such other Big-5 accounting firm, excluding Xxxxxx Xxxxxxxx, as may be agreed by the parties) (hereinafter, the "Auditors") and shall direct the Auditors to make a final, binding determination of all such disputes within forty-five (45) days of presentation to the Auditors by the parties of the information that each such party believes supports its position with respect to each disputed item. Such information shall be presented by each party to the Auditors within ten (10) days following the selection thereof. The parties will further direct the Auditors to deliver a written notice to the Purchasers and the Sellers setting forth its determination with respect to each disputed item. The results of such determination will be final and binding, and the balance of the variance amount, if any, resulting from such determination will be paid to the party entitled to receive the same within ten (10) days of the independent accountant's notice of its determination. The parties agree that the fees and expenses of the Auditors shall be borne in equal parts by the Purchasers on the one hand, and the Sellers, on the other, and further agree that in connection with the engagement of the Auditors, each of the Purchasers and the Sellers will, if requested by the Auditors, execute a reasonable engagement letter including customary indemnities.

Adjustment Statement. (a) Within forty-five (45) days following the Closing Date, the Purchasers shall prepare and deliver to the Sellers a final statement (the "Final Adjustment Statement") that sets forth the same information as included in the Estimated Adjustment Statement provided pursuant to Section 1(a) above, adjusted to take into account the final figures as of 11:59 p.m. on the Closing Adjustment Date determined in accordance with the standard set forth in said Section 1(a). The Sellers shall provide copies of all invoices or other billing information actually received or sent by the Sellers during this 45 days period to allow the Purchasers to prepare the Final Adjustment Statement in accordance with this Section. The Final Adjustment Statement shall be accompanied by such backup information and schedules as is reasonably required in order for the Sellers to understand the computation of the amount(s) set forth therein. (b) The Parties shall attempt to agree upon the Final Adjustment Statement within thirty (30) days following the delivery thereof to the Sellers. If the Sellers dispute any item set forth on the Final Adjustment Statement, the Sellers shall give the Purchasers written notice thereof within thirty (30) days following the delivery to the Sellers of the Final Adjustment Statement, setting forth in reasonable detail the disputed item or items. If the Sellers have not delivered such notice to the Purchasers within such thirty (30) day period, the Final Adjustment Statement shall be deemed to be final and, to the extent the Final Adjustment Statement reflects an adjustment to the amounts paid by the Purchasers under Section 2.2(a2.2(b) of the Agreement that is different from the adjustment made on the Closing Date, the party Party that benefited from the variance in the adjustment made on the Closing Date shall pay to the other party the variance amount within five (5) days following the expiration of such thirty (30) day period. If the Sellers have delivered a notice of a dispute to the Purchasers, the undisputed portion of the variance amount, if any, shall be paid to the party entitled to receive the same within five (5) days following the delivery of the notice by the Sellers to the Purchasers and the parties shall jointly engage PricewaterhouseCoopers (or, if such firm is unable or unwilling to act in such capacity, such other Big-5 accounting firm, excluding Xxxxxx Xxxxxxxx, as may be agreed by the parties) (hereinafter, the "Auditors") and shall direct the Auditors to make a final, binding determination of all such disputes within forty-five (45) days of presentation to the Auditors by the parties of the information that each such party believes supports its position with respect to each disputed item. Such information shall be presented by each party to the Auditors within ten (10) days following the selection thereof. The parties will further direct the Auditors to deliver a written notice to the Purchasers and the Sellers setting forth its determination with respect to each disputed item. The results of such determination will be final and binding, and the balance of the variance amount, if any, resulting from such determination will be paid to the party entitled to receive the same within ten (10) days of the independent accountant's notice of its determination. The parties agree that the fees and expenses of the Auditors shall be borne in equal parts by the Purchasers on the one hand, and the Sellers, on the other, and further agree that in connection with the engagement of the Auditors, each of the Purchasers and the Sellers will, if requested by the Auditors, execute a reasonable engagement letter including customary indemnities.the

Adjustment Statement. (a) Within forty-five (45) 90 days following after the Closing Date, the Purchasers Purchaser shall prepare and deliver to the Sellers a final Equityholders an adjustment statement of the Company, setting forth the amount of the Closing Cash, the Closing Indebtedness, the Closing Working Capital and the Company Transaction Expenses, respectively, and, based on such calculations, the Purchaser’s written calculation of the Closing Purchase Price and the adjustment necessary to reconcile the Estimated Closing Purchase Price to the Closing Purchase Price (the "Final “Preliminary Adjustment Statement") that sets forth the same information as included in the Estimated Adjustment Statement provided pursuant to Section 1(a) above, adjusted to take into account the final figures as of 11:59 p.m. on the Closing Date determined in accordance with the standard set forth in said Section 1(a”). The Sellers shall provide copies of all invoices or other billing information actually received or sent by the Sellers during this 45 days period to allow the Purchasers to prepare the Final Adjustment Statement in accordance with this Section. The Final Preliminary Adjustment Statement shall be accompanied by such backup information and schedules as is reasonably required prepared in order for a manner consistent with the Sellers to understand the computation of the amount(s) set forth therein. (b) The Parties shall attempt to agree upon the Final Adjustment Statement within thirty (30) days following the delivery thereof to the Sellers. If the Sellers dispute any item methodology set forth on Schedule 1.12(b). Following the Final delivery of the Preliminary Adjustment Statement to the Equityholders, the Equityholders and their representatives, including the Equityholders’ independent accountants, will be entitled to review all work papers of the Company, the Purchaser and their representatives, including their independent accountants, prepared in connection with the delivery of the Preliminary Adjustment Statement. The Purchaser shall reasonably cooperate with the Equityholders in such examination. If within 30 days following delivery of such Preliminary Adjustment Statement to the Equityholders, the Sellers shall give the Purchasers written notice thereof within thirty (30) days following the delivery Equityholders have not delivered to the Sellers of the Final Adjustment Statement, Purchaser a written objection notice setting forth in reasonable detail the disputed item or items. If reasons for which the Sellers have Equityholders do not delivered such notice to agree with the Purchasers within such thirty (30) day periodcalculation of the Preliminary Adjustment Statement, then the Final Preliminary Adjustment Statement shall be deemed to be final and, to the extent the Final Adjustment Statement reflects an adjustment to the amounts paid by the Purchasers under Section 2.2(a) of the Agreement that is different from the adjustment made and binding on the Closing Date, the party that benefited from the variance in the adjustment made on the Closing Date shall pay to the other party the variance amount within five (5) days following the expiration of such thirty (30) day periodparties. If the Sellers have delivered Equityholders deliver the objection notice within such period, then the Purchaser and the Equityholders shall endeavor in good faith to resolve the objections. In the event the Purchaser and the Equityholders are unable to agree on the Preliminary Adjustment Statement calculations after good faith negotiations for a notice of a dispute period not to the Purchasersexceed 30 days, the undisputed portion of the variance amount, if any, shall be paid to the party entitled to receive the same within five (5) days following the delivery of the notice by the Sellers to the Purchasers and the parties shall jointly engage PricewaterhouseCoopers (or, if such firm is unable or unwilling to act in such capacity, such other Big-5 accounting firm, excluding Xxxxxx Xxxxxxxx, as may be agreed by the parties) (hereinafter, the "Auditors") and shall direct the Auditors to make a final, binding determination of all such remaining disputes within forty-five (45) days of presentation to the Auditors by the parties of the information that each such party believes supports its position with respect to each disputed item. Such information shall be presented by each party to the Auditors within ten (10) days following the selection thereof. The parties will further direct the Auditors to deliver a written notice to the Purchasers and the Sellers setting forth its determination with respect to each disputed item. The results of such determination will be final and binding, and the balance of the variance amount, if any, resulting from such determination will be paid resolved pursuant to the party entitled to receive the same within ten (10) days of the independent accountant's notice of its determination. The parties agree that the fees and expenses of the Auditors shall be borne in equal parts by the Purchasers on the one hand, and the Sellers, on the other, and further agree that in connection with the engagement of the Auditors, each of the Purchasers and the Sellers will, if requested by the Auditors, execute a reasonable engagement letter including customary indemnitiesSection 1.10.

Adjustment Statement. (a) Within forty-five (45) three business days following of the date that is six months after the Closing Date(the "CUT-OFF DATE"), the Purchasers Buyer shall prepare cause to be prepared and deliver delivered to the Sellers Shareholder a final statement (the "ADJUSTMENT STATEMENT") identifying (i) the accounts receivable (the "CLOSING ACCOUNTS RECEIVABLE") reflected in the Initial Determination Statement (or, if objected to, in a Final Adjustment Determination Statement) as to which the Company and/or Buyer has received, at any time from and after the Closing until the Cut-Off Date, a written letter or other correspondence (a "CHARGE-BACK NOTICE") from the account obligor stating that a portion or all of such receivable is being charged back to the Company (or otherwise reduced by the account obligor) for any reason and setting forth, for each such receivable, the net amount realized therefor through the Cut-Off Date after giving effect to such charge-back; (ii) any debits or reductions to the Company's cash balance as of the Closing Date that were not reflected in the value ascribed to the Company's cash on the Initial Determination Statement (or, if objected to, on a Final Determination Statement) (the "CLOSING CASH"), together with appropriate supporting documentation, (iii) all applicant donor plasma ("APPLICANT PLASMA") included among the Company's plasma inventory as of the Closing as to which no subsequent plasma donation was received by the Company through the Cut-Off Date and setting forth, for each such item of Applicant Plasma, the net amount realized therefor through the Cut-Off Date; and (iv) all source plasma other than Applicant Plasma (the "CLOSING SOURCE PLASMA") that sets forth was included among the same information as included in the Estimated Adjustment Statement provided pursuant to Section 1(a) above, adjusted to take into account the final figures Company's plasma inventory as of 11:59 p.m. on the Closing Date determined in accordance with and as to which the standard set forth in said Section 1(a)Company and/or Buyer has received, at any time from and including the Closing until the Cut-Off Date, a written letter or other correspondence (a "SOURCE PLASMA NOTICE") from the party to which such Closing Source Plasma was sold or otherwise delivered stating that such Closing Source Plasma was defective or otherwise unacceptable to such party, and setting forth, for each such item of Closing Source Plasma, the net amount realized by the Company therefor through the Cut-Off Date. The Sellers shall provide copies of all invoices or other billing information actually received or sent by the Sellers during this 45 days period to allow the Purchasers to prepare the Final Adjustment Statement in accordance with this Section. The Final Adjustment Statement shall be accompanied by such backup information true and schedules correct copies of any Charge-Back Notices, Source Plasma Notices and/or supporting documentation relating to the Closing Cash, as is reasonably required in order for well as a certification, duly executed by Buyer's Chief Executive Officer, to the Sellers to understand effect that the computation listing of the amount(s) set forth therein. (b) The Parties shall attempt Applicant Plasma and debits to agree upon the Final Adjustment Statement within thirty (30) days following the delivery thereof to the Sellers. If the Sellers dispute any item Closing Cash set forth on the Final Adjustment Statement as contemplated in clauses (ii) and (iii) above are true, correct and complete. The Shareholder hereby agrees that, in the absence of fraud or manifest error, (A) the existence and amount of any reductions in the realized value of the Closing Accounts Receivable shall be conclusively established by reference to the applicable Charge-Back Notice, (B) the existence and amount of any reductions in the realized value of the Closing Source Plasma shall be conclusively established by reference to the applicable Source Plasma Notice, and (C) Buyer's certification shall conclusively establish the truth, correctness and completeness of the list of Applicant Plasma and debits to Closing Cash set forth on the Adjustment Statement, as well as the Sellers net value realized therefor. Except for such modifications as reflect changes in the price paid by customers of Western States Plasma Group, Inc. for Applicant Plasma, Buyer shall give not modify the Purchasers written notice thereof within thirty (30) days following the delivery to the Sellers pricing arrangement in effect as of the Final Adjustment Statementdate hereof between the Company and Western States Plasma Group, setting forth in reasonable detail the disputed item or items. If the Sellers have not delivered such notice to the Purchasers within such thirty (30) day period, the Final Adjustment Statement shall be deemed to be final and, to the extent the Final Adjustment Statement reflects an adjustment to the amounts paid by the Purchasers under Section 2.2(a) of the Agreement that is different from the adjustment made on the Closing Date, the party that benefited from the variance in the adjustment made on the Closing Date shall pay to the other party the variance amount within five (5) days following the expiration of such thirty (30) day period. If the Sellers have delivered a notice of a dispute to the Purchasers, the undisputed portion of the variance amount, if any, shall be paid to the party entitled to receive the same within five (5) days following the delivery of the notice by the Sellers to the Purchasers and the parties shall jointly engage PricewaterhouseCoopers (or, if such firm is unable or unwilling to act in such capacity, such other Big-5 accounting firm, excluding Xxxxxx Xxxxxxxx, as may be agreed by the parties) (hereinafter, the "Auditors") and shall direct the Auditors to make a final, binding determination of all such disputes within forty-five (45) days of presentation to the Auditors by the parties of the information that each such party believes supports its position Inc. with respect to each disputed item. Such information shall be presented by each party to sales of Applicant Plasma in a manner that would reduce the Auditors within ten (10) days following the selection thereof. The parties will further direct the Auditors to deliver a written notice to the Purchasers and the Sellers setting forth its determination with respect to each disputed item. The results of such determination will be final and binding, and the balance of the variance amount, if any, resulting from such determination will be paid to the party entitled to receive the same within ten (10) days of the independent accountant's notice of its determination. The parties agree that the fees and expenses of the Auditors shall be borne in equal parts net value realized by the Purchasers on the one hand, and the Sellers, on the other, and further agree that in connection with the engagement of the Auditors, each of the Purchasers and the Sellers will, if requested by the Auditors, execute a reasonable engagement letter including customary indemnitiesCompany therefor.

Adjustment Statement. (a) Within forty-five (45) days following the Closing Date, the Purchasers shall prepare and deliver to the Sellers a final statement (the "Final Adjustment Statement") that sets forth the same information as included in the Estimated Adjustment Statement provided pursuant to Section 1(a) above, adjusted to take into account the final figures as of 11:59 p.m. on the Closing Date determined in accordance with the standard set forth in said Section 1(a). The Sellers shall provide copies of all invoices or other billing information actually received or sent by the Sellers during this 45 days period to allow the Purchasers to prepare the Final Adjustment Statement in accordance with this Section. The Final Adjustment Statement shall be accompanied by such backup information and schedules as is reasonably required in order for the Sellers to understand the computation of the amount(s) set forth therein. (b) The Parties shall attempt to agree upon the Final Adjustment Statement within thirty (30) days following the delivery thereof to the Sellers. If the Sellers dispute any item set forth on the Final Adjustment Statement, the Sellers shall give the Purchasers written notice thereof within thirty (30) days following the delivery to the Sellers of the Final Adjustment Statement, setting forth in reasonable detail the disputed item or items. If the Sellers have not delivered such notice to the Purchasers within such thirty (30) day period, the Final Adjustment Statement shall be deemed to be final and, to the extent the Final Adjustment Statement reflects an adjustment to the amounts paid by the Purchasers under Section 2.2(a) of the Agreement that is different from the adjustment made on the Closing Date, the party that benefited from the variance in the adjustment made on the Closing Date shall pay to the other party the variance amount within five (5) days following the expiration of such thirty (30) day period. If the Sellers have delivered a notice of a dispute to the Purchasers, the undisputed portion of the variance amount, if any, shall be paid to the party entitled to receive the same within five (5) days following the delivery of the notice by the Sellers to the Purchasers and the parties shall jointly engage PricewaterhouseCoopers (or, if such firm is unable or unwilling to act in such capacity, such other Big-5 accounting firm, excluding Xxxxxx Xxxxxxxx, as may be agreed by the parties) (hereinafter, the "Auditors") and shall direct the Auditors to make a final, binding determination of all such disputes within forty-five (45) days of presentation to the Auditors by the parties of the information that each such party believes supports its position with respect to each disputed item. Such information shall be presented by each party to the Auditors within ten (10) days following the selection thereof. The parties will further direct the Auditors to deliver a written notice to the Purchasers and the Sellers setting forth its determination with respect to each disputed item. The results of such determination will be final and binding, and the balance of the variance amount, if any, resulting from such determination will be paid to the party entitled to receive the same within ten (10) days of the independent accountant's notice of its determination. The parties agree that the fees and expenses of the Auditors shall be borne in equal parts by the Purchasers on the one hand, and the Sellers, on the other, and further agree that in connection with the engagement of the Auditors, each of the Purchasers and the Sellers will, if requested by the Auditors, execute a reasonable engagement letter including customary indemnities.connection

Adjustment Statement. (a) Within forty-five (45) 90 days following after the Closing Date, the Purchasers Purchaser shall prepare and deliver to Seller an adjustment statement, setting forth the Sellers a final statement amount of the Deducted Liabilities, the Closing Working Capital and the Severance Amount, respectively, and, based on such calculations, Purchaser’s written calculation of the Closing Cash Consideration and the adjustment necessary to reconcile the Estimated Closing Cash Consideration to the Closing Cash Consideration (the "Final “Preliminary Adjustment Statement") that sets forth ”). Following the same information as included in delivery of the Estimated Preliminary Adjustment Statement provided pursuant to Section 1(a) aboveSeller, adjusted Purchaser shall afford Seller a reasonable opportunity to take into account examine, including by remote access, the final figures as statements and such supporting schedules, analyses, work papers, and other underlying records or documentation. Purchaser shall reasonably cooperate with Seller and its representatives in such examination. If within 30 days following delivery of 11:59 p.m. on the Closing Date determined in accordance with the standard set forth in said Section 1(a). The Sellers shall provide copies of all invoices or other billing information actually received or sent by the Sellers during this 45 days period to allow the Purchasers to prepare the Final such Preliminary Adjustment Statement in accordance with this Section. The Final Adjustment Statement shall be accompanied by such backup information and schedules as is reasonably required in order for the Sellers to understand the computation of the amount(s) set forth therein. (b) The Parties shall attempt Seller, Seller has not delivered to agree upon the Final Adjustment Statement within thirty (30) days following the delivery thereof to the Sellers. If the Sellers dispute any item set forth on the Final Adjustment Statement, the Sellers shall give the Purchasers Purchaser a written objection notice thereof within thirty (30) days following the delivery to the Sellers of the Final Adjustment Statement, setting forth in reasonable detail the disputed item reasons for which Seller does not agree with the calculation of the Preliminary Adjustment Statement or items. If if the Sellers have Preliminary Adjustment Statement is not delivered such notice to within 60 days of the Purchasers within such thirty (30) day periodClosing, then the Final Preliminary Adjustment Statement shall be deemed final and binding on the parties. If Seller delivers the objection notice within such period, then Purchaser and Seller shall endeavor in good faith to be final and, resolve the objections. In the event Purchaser and Seller are unable to agree on the extent the Final Preliminary Adjustment Statement reflects an adjustment calculations after good faith negotiations for a period not to the amounts paid by the Purchasers under Section 2.2(a) of the Agreement that is different from the adjustment made on the Closing Dateexceed 30 days, the party that benefited from the variance in the adjustment made on the Closing Date shall pay to the other party the variance amount within five (5) days following the expiration of such thirty (30) day period. If the Sellers have delivered a notice of a dispute to the Purchasers, the undisputed portion of the variance amount, if any, shall be paid to the party entitled to receive the same within five (5) days following the delivery of the notice by the Sellers to the Purchasers and the parties shall jointly engage PricewaterhouseCoopers (or, if such firm is unable or unwilling to act in such capacity, such other Big-5 accounting firm, excluding Xxxxxx Xxxxxxxx, as may be agreed by the parties) (hereinafter, the "Auditors") and shall direct the Auditors to make a final, binding determination of all such remaining disputes within forty-five (45) days of presentation to the Auditors by the parties of the information that each such party believes supports its position with respect to each disputed item. Such information shall be presented by each party to the Auditors within ten (10) days following the selection thereof. The parties will further direct the Auditors to deliver a written notice to the Purchasers and the Sellers setting forth its determination with respect to each disputed item. The results of such determination will be final and binding, and the balance of the variance amount, if any, resulting from such determination will be paid resolved pursuant to the party entitled to receive the same within ten (10) days of the independent accountant's notice of its determination. The parties agree that the fees and expenses of the Auditors shall be borne in equal parts by the Purchasers on the one hand, and the Sellers, on the other, and further agree that in connection with the engagement of the Auditors, each of the Purchasers and the Sellers will, if requested by the Auditors, execute a reasonable engagement letter including customary indemnitiesSection 2.6.

Adjustment Statement. (a) Within As soon as reasonably practicable, but no -------------------- earlier than forty-five (45) days following before and no later than sixty (60) days after the Closing Date, the Purchasers Seller shall prepare and deliver to Buyer a statement in the Sellers form set forth on Schedule 1.4.1 and prepared on a final statement basis consistent with the Pro Forma Adjustment Statement set forth on Schedule 2.5.2 (the "Final Adjustment Statement") ); provided that sets forth the same information as included in amounts for Inventory on line 2 of the Estimated Adjustment Statement provided pursuant to Section 1(a) above, adjusted to take into account and Sales Work in Progress on line 33 of the final figures as of 11:59 p.m. on the Closing Date determined in accordance with the standard set forth in said Section 1(a). The Sellers shall provide copies of all invoices or other billing information actually received or sent by the Sellers during this 45 days period to allow the Purchasers to prepare the Final Adjustment Statement in accordance with this Section. The Final Adjustment Statement shall be accompanied determined pursuant to a physical inventory (in the case of Inventory) and a review of pending sales (in the case of Sales Work in Progress) to be performed by such backup information Seller with the participation of Buyer at Closing and schedules as is reasonably required in order provided further that the amount for the Sellers to understand the computation SPA Reimbursable Expenses on line 5 of the amount(sAdjustment Statement shall be determined by the Parties prior to the Closing, who shall use good faith efforts to resolve any dispute with respect to such amount. Within thirty (30) set forth therein. days after receipt of the Adjustment Statement, Buyer shall inform Seller in writing either (a) that the Adjustment Statement is acceptable to Buyer or (b) The that Buyer objects to the Adjustment Statement, which objections shall be set forth in reasonable detail together with the basis for those objections in reasonable detail (an "Objection Notice"). If Buyer so objects, and the Parties shall attempt to agree upon the Final Adjustment Statement do not resolve such objections on a mutually agreeable basis within thirty (30) days following after Seller's receipt of the delivery thereof to the Sellers. If the Sellers dispute any item set forth on the Final Adjustment StatementObjection Notice, the Sellers disagreement shall give the Purchasers written notice thereof be resolved within thirty an additional period of Sixty (3060) days following the delivery to the Sellers by one of the Final Adjustment Statement, setting forth in reasonable detail the disputed item or items. If the Sellers have not delivered such notice to the Purchasers within such thirty (30) day period, the Final Adjustment Statement shall be deemed to be final and, to the extent the Final Adjustment Statement reflects an adjustment to the amounts paid by the Purchasers under Section 2.2(a) of the Agreement that is different from the adjustment made on the Closing Date, the party that benefited from the variance in the adjustment made on the Closing Date shall pay to the other party the variance amount within largest five (5) days following the expiration of such thirty (30) day period. If the Sellers have delivered a notice of a dispute to the Purchasersnational accounting firms, the undisputed portion of the variance amount, if any, which accounting firm shall be paid to the party entitled to receive the same within five (5) days following the delivery of the notice jointly selected by the Sellers to the Purchasers and the parties shall jointly engage PricewaterhouseCoopers Parties (or, if such firm is unable or unwilling to act in such capacity, such other Big-5 accounting firm, excluding Xxxxxx Xxxxxxxx, as may be agreed by the parties) (hereinafter, the "AuditorsIndependent Firm") and shall direct the Auditors to make a final, binding determination of all such disputes within forty-five (45) days of presentation to the Auditors by the parties of the information that each such party believes supports its position with respect to each disputed item. Such information shall be presented by each party to the Auditors within ten (10) days following the selection thereof. The parties will further direct the Auditors to deliver a written notice to the Purchasers and the Sellers setting forth its determination with respect to each disputed item. The results of such determination will be final and binding, and the balance of the variance amount, if any, resulting from such determination will be paid to the party entitled to receive the same within ten (10) days of the independent accountant's notice of its determination. The parties agree that the fees and expenses of the Auditors shall be borne in equal parts by the Purchasers on the one hand, and the Sellers, on the other, and further agree that in connection with the engagement of the Auditors, each of the Purchasers and the Sellers will, if requested by the Auditors, execute a reasonable engagement letter including customary indemnities.

Adjustment Statement. As soon as reasonably practicable, but not later than sixty (a) Within forty-five (4560) days following after the Closing Date, the Purchasers NPC Group shall prepare and deliver to Investor (i) the Sellers Closing Balance Sheet and (ii) a final statement prepared in accordance with Schedule 1.4.1 (the "Final Adjustment Statement") that sets forth the same information as included in the Estimated Adjustment Statement provided pursuant to Section 1(a) above, adjusted to take into account the final figures as of 11:59 p.m. on the Closing Date determined in accordance with the standard set forth in said Section 1(a). The Sellers shall provide copies of all invoices or other billing information actually received or sent by the Sellers during this 45 days period to allow the Purchasers to prepare the Final Adjustment Statement in accordance with this Section. The Final Adjustment Statement shall be accompanied by such backup information and schedules as is reasonably required in order for the Sellers to understand the computation of the amount(s) set forth therein. (b) The Parties shall attempt to agree upon the Final Adjustment Statement within Within thirty (30) days following after receipt of the delivery thereof to the Sellers. If the Sellers dispute any item set forth on the Final Adjustment Statement, Investor shall inform NPC Group in writing either (a) that the Sellers shall give the Purchasers written notice thereof within thirty Adjustment Statement is acceptable to Investor or (30b) days following the delivery that Investor objects to the Sellers of the Final Adjustment Statement, setting which objection, if any, shall set forth in reasonable detail Investor's objections and the disputed item or itemsbasis for those objections (an "Objection Notice"). If Investor so objects, and Investor and NPC Group do not resolve such objections on a mutually agreeable basis within ten (10) business days after NPC Group's receipt of the Objection Notice, the disagreement shall be resolved within an additional period of ten (10) business days by an independent, nationally recognized "big six" accounting firm reasonably acceptable to Investor and Holdings (the "Independent Firm"). If the Sellers have Investor and Holdings cannot delivered such notice agree on the Independent Firm, each of Investor and Holdings shall be entitled to exclude one of the Purchasers "big six" firms and the Independent Firm shall be chosen randomly by counsel to Investor and NPC Group from the remaining "big six" firms. The decision of the Independent Firm shall be final and binding upon Investor and NPC Group. Upon the agreement of Investor and NPC Group or the decision of the Independent Firm, or if Investor fails to deliver an Objection Notice to NPC Group within such the first thirty (30) day periodperiod provided above, the Final Adjustment Statement (as adjusted, if applicable, by the agreement of Investor and NPC Group or the decision of the Independent Firm) shall be deemed to be final andfinal. Investor and NPC Group each shall bear the fees, to the extent the Final Adjustment Statement reflects an adjustment to the amounts paid by the Purchasers under Section 2.2(a) costs and expenses of the Agreement that is different from the adjustment made on the Closing Date, the party that benefited from the variance in the adjustment made on the Closing Date shall pay to the other party the variance amount within five (5) days following the expiration of such thirty (30) day period. If the Sellers have delivered a notice of a dispute to the Purchasers, the undisputed portion of the variance amount, if anyits own accountants, shall be paid to share equally the party entitled to receive the same within five (5) days following the delivery of the notice by the Sellers to the Purchasers and the parties shall jointly engage PricewaterhouseCoopers (orfees, if such firm is unable or unwilling to act in such capacity, such other Big-5 accounting firm, excluding Xxxxxx Xxxxxxxx, as may be agreed by the parties) (hereinafter, the "Auditors") and shall direct the Auditors to make a final, binding determination of all such disputes within forty-five (45) days of presentation to the Auditors by the parties of the information that each such party believes supports its position with respect to each disputed item. Such information shall be presented by each party to the Auditors within ten (10) days following the selection thereof. The parties will further direct the Auditors to deliver a written notice to the Purchasers and the Sellers setting forth its determination with respect to each disputed item. The results of such determination will be final and binding, and the balance of the variance amount, if any, resulting from such determination will be paid to the party entitled to receive the same within ten (10) days of the independent accountant's notice of its determination. The parties agree that the fees costs and expenses of the Auditors Independent Firm and shall be borne in equal parts by permit each other and each other's accountants access to the Purchasers on books and records reasonably necessary to prepare the one hand, and the Sellers, on the other, and further agree that in connection with the engagement of the Auditors, each of the Purchasers and the Sellers will, if requested by the Auditors, execute a reasonable engagement letter including customary indemnitiesAdjustment Statement.

Adjustment Statement. (ai) Within forty-five one hundred twenty (45120) days following after the Closing Date, the Purchasers NovaBay shall prepare and deliver to the Sellers a final written statement (the "Final “Adjustment Statement"”) that sets setting forth the same information as included in the Estimated Adjustment Statement provided pursuant to Section 1(aits good faith calculation of: (A) above, adjusted to take into account the final figures as of 11:59 p.m. on the Closing Date determined in accordance with Indebtedness Amount; (B) the standard set forth in said Section 1(a). The Sellers Closing Transaction Expenses Amount; and (C) the Closing Cash Amount, which statement shall provide copies of all invoices or other billing information actually received or sent by the Sellers during this 45 days period to allow the Purchasers to prepare the Final Adjustment Statement in accordance with this Section. The Final Adjustment Statement shall be accompanied by such backup information and schedules as is reasonably required in order for the Sellers to understand the computation of the amount(s) set forth therein. (b) The Parties shall attempt to agree upon the Final Adjustment Statement within thirty (30) days following the delivery thereof to the Sellers. If the Sellers dispute any item set forth on the Final Adjustment Statement, the Sellers shall give the Purchasers written notice thereof within thirty (30) days following the delivery to the Sellers of the Final Adjustment Statement, include a worksheet setting forth in reasonable detail the disputed item or itemshow each amount was calculated. If the Sellers have not delivered such notice to the Purchasers within such thirty (30) day period, the Final The Adjustment Statement shall be deemed unaudited and prepared in good faith and in accordance with GAAP using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Full Year Financial Statements for the most recent fiscal year end. The parties agree that the purpose of determining the Closing Indebtedness Amount, the Closing Transaction Expenses Amount, the Closing Cash Amount and the related adjustments contemplated by this Section 3.5 is to measure the accurate amount of the Closing Indebtedness Amount, the Closing Transaction Expenses Amount, and the Closing Cash Amount as provided herein, and such processes are not intended to introduce different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of determining the Closing Indebtedness Amount, the Closing Transaction Expenses Amount, the Closing Cash Amount and that each shall be final andprepared or determined, to as applicable, in accordance with the extent the Final terms of this Agreement. (ii) The Adjustment Statement reflects an adjustment to Statement, including the amounts paid set forth therein, shall be deemed final, binding, and conclusive for purposes of this Agreement upon the parties on the thirtieth (30th) day following receipt thereof by the Purchasers under Section 2.2(a) Sellers, unless the Founders, on behalf of the Agreement Sellers, provide a written notice of disagreement (a “Notice of Disagreement”) that is different from received by NovaBay by the adjustment made on the Closing Date, the party that benefited from the variance in the adjustment made on the Closing Date shall pay to the other party the variance amount within five (5) days following the expiration end of such thirty (30) day period. If Any Notice of Disagreement shall specify (A) in reasonable detail the Sellers have delivered nature and amount of any disagreement so asserted, including each disputed item or amount and the basis for such disagreement; and (B) the amount that the Founders reasonably believe is the correct (1) Closing Indebtedness Amount; (2) Closing Transaction Expenses Amount; and (3) Closing Cash Amount. For the avoidance of doubt, MGP has no right to independently submit a notice Notice of Disagreement, and the Adjustment Statement as finally determined in accordance with this Section 3.5(d) will be binding on any adjustment due to, or owed by, MGP, in accordance with Section 7.12. (iii) During the thirty (30) day period immediately following NovaBay’s receipt of a dispute Notice of Disagreement (or such longer period as may be agreed by NovaBay and the Founders) (the “Negotiation Period”), the Founders, on behalf of the Sellers, and NovaBay shall seek in good faith and use commercially reasonable efforts to resolve in writing any differences they may have with respect to any matter specified in the Notice of Disagreement in order to determine the Closing Indebtedness Amount, the Closing Transaction Expenses Amount and/or the Closing Cash Amount. If, during the Negotiation Period, the Founders and NovaBay agree as to the PurchasersClosing Indebtedness Amount, the undisputed portion of Closing Transaction Expenses Amount and/or the variance amountClosing Cash Amount, if anythen such agreed upon amounts, and the Adjustment Statement, as modified by such resolution in writing, shall be paid deemed final, binding and conclusive on the parties for purposes of this Agreement. If, during such period, the Founders and NovaBay are unable to reach agreement on all or any such items or amounts that were set forth in the party entitled to receive Notice of Disagreement, then the same items or amounts that remain in dispute as were set forth in the Notice of Disagreement (and only those matters) shall be resolved by the Accounting Firm, which the parties shall engage within five (5) days following Business Days after the delivery end of the notice by the Sellers such period with such engagement being limited to the Purchasers scope as set forth herein, and the parties Founders and NovaBay shall jointly engage PricewaterhouseCoopers execute an acknowledgement specifying the items and matters that are no longer in dispute. (or, if such firm is unable or unwilling to act in such capacity, such other Big-5 accounting firm, excluding Xxxxxx Xxxxxxxx, as may be agreed by the partiesiv) (hereinafter, the "Auditors") and shall direct the Auditors to make a final, binding determination of all such disputes within forty-five (45) days of presentation to the Auditors by the parties of the information that each such party believes supports its position with respect to each disputed item. Such information shall be presented by each party to the Auditors within Within ten (10) days following after the selection thereof. The parties will further direct retention of the Auditors to deliver a written notice to Accounting Firm, the Purchasers Founders and NovaBay shall submit for review and resolution by the Accounting Firm any and all matters that were included in the Notice of Disagreement and remain in dispute, and the Sellers setting Accounting Firm shall resolve and make a final determination of the values set forth its on the Adjustment Statement, which determination with respect to each disputed item. The results shall be binding on the parties; provided, however, the scope of such determination will by the Accounting Firm shall be final limited to: (A) those matters that remain in dispute and binding, that were included in the Notice of Disagreement; (B) whether such calculation was prepared in accordance with this Section 3.5(d) (including related definitions of defined terms used herein); and (C) whether there were mathematical errors in the balance of the variance amount, if any, resulting from such determination will be paid Adjustment Statement. The Accounting Firm is not authorized or permitted to the party entitled to receive the same within ten (10) days of the independent accountant's notice of its make any other determination. The parties agree shall instruct the Accounting Firm to determine the remaining disputed items as provided above such that they are no less than the lowest amount claimed by either the Founders or NovaBay, and no greater than the highest amount claimed by either the Founders or NovaBay. Without limiting the generality of the foregoing, the Accounting Firm shall act as an expert in accounting, and not as arbitrator, and is not authorized or permitted to make any determination as to the accuracy of any representation or warranty in this Agreement or as to compliance with any of the covenants in this Agreement (other than this Section 3.5(d)). The determinations of the Accounting Firm with respect to those matters that remained in dispute relating to the Closing Indebtedness Amount, the Closing Transaction Expenses Amount and/or the Closing Cash Amount and the Adjustment Statement, as modified by the Accounting Firm’s determinations, shall be final, binding, and conclusive for purposes of this Agreement, absent Fraud, bad faith or manifest error. The fees and expenses of the Accounting Firm pursuant to this Section 3.5(d) shall be paid by the Sellers (based on each Seller’s Pro Rata Portion), on the one hand, and by NovaBay, on the other hand, based upon the percentage that the amount actually contested but not awarded to the Sellers or NovaBay, respectively, bears to the aggregate amount actually contested by the Founders on behalf of the Sellers and NovaBay. For example, if the Founders challenge the Adjustment Statement by an amount of Ten Thousand Dollars ($10,000), but the Accounting Firm determines that the Sellers have a valid claim for only Six Thousand Dollars ($6,000), the Sellers shall bear forty percent (40%) of the fees and expenses of the Auditors Accounting Firm and NovaBay shall be borne in equal parts by bear the Purchasers on the one hand, other sixty percent (60%) of such fees and the Sellers, on the other, and further agree that in connection with the engagement of the Auditors, each of the Purchasers and the Sellers will, if requested by the Auditors, execute a reasonable engagement letter including customary indemnitiesexpenses.

Adjustment Statement. Within ninety (a) Within forty-five (4590) days following after the Closing Date, the Purchasers Purchaser shall cause the Surviving Company to prepare and deliver to the Sellers a final Agent an adjustment statement of the Company, setting forth its calculation of the amount of the Closing Cash, the Closing Indebtedness, the Closing Working Capital and the Company Transaction Expenses, respectively, and, based on such calculations, the Purchaser’s written calculation of the Closing Purchase Price and the adjustment necessary to reconcile the Estimated Purchase Price to the Closing Purchase Price (the "Final “Adjustment Statement") ”), together with a certificate of an executive officer of the Purchaser certifying that sets forth such calculations were prepared using the same information as included accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the Estimated Adjustment Statement preparation of the Financial Statements for the most recent fiscal year end of the Company (provided pursuant that to Section 1(a) abovethe extent such calculations deviate from GAAP, adjusted to take into account the final figures as of 11:59 p.m. on the Closing Date determined such calculations shall be prepared in accordance with the standard set forth in said Section 1(aGAAP). The Sellers shall provide copies Following the delivery of all invoices or other billing information actually received or sent by the Sellers during this 45 days period to allow the Purchasers to prepare the Final Adjustment Statement in accordance with this Sectionto the Agent, the Purchaser and the Surviving Company shall afford the Agent the opportunity to examine the statements and such supporting schedules, analyses, and other underlying records or documentation as are reasonably necessary and appropriate. The Final Adjustment Statement Purchaser and the Surviving Company shall be accompanied by reasonably cooperate with the Agent in such backup information and schedules as is reasonably required in order for the Sellers to understand the computation of the amount(s) set forth therein. (b) The Parties shall attempt to agree upon the Final Adjustment Statement examination. If within thirty (30) days following the delivery thereof of such Adjustment Statement to the Sellers. If the Sellers dispute any item set forth on the Final Adjustment StatementAgent, the Sellers shall give the Purchasers written notice thereof within thirty (30) days following the delivery Agent has not delivered to the Sellers of the Final Adjustment Statement, Purchaser a written objection notice setting forth in reasonable detail the disputed item or items. If reasons for which the Sellers have Agent does not delivered such notice to agree with the Purchasers within such thirty (30) day periodcalculation of the Adjustment Statement, then the Final Adjustment Statement shall be deemed to be final and, and binding on the parties. If the Agent delivers the written objection notice prior to the extent the Final Adjustment Statement reflects an adjustment to the amounts paid by the Purchasers under Section 2.2(a) of the Agreement that is different from the adjustment made on the Closing Date, the party that benefited from the variance in the adjustment made on the Closing Date shall pay to the other party the variance amount within five (5) days following the expiration end of such thirty (30)-day period, then the Purchaser and the Agent shall endeavor in good faith to resolve the objections. In the event the Purchaser and the Agent are unable to agree on the Adjustment Statement calculations after good faith negotiations for a period not to exceed thirty (30) day period. If the Sellers have delivered a notice of a dispute to the Purchasersdays, the undisputed portion of the variance amount, if any, shall be paid to the party entitled to receive the same within five (5) days following the delivery of the notice by the Sellers to the Purchasers and the parties shall jointly engage PricewaterhouseCoopers (or, if such firm is unable or unwilling to act in such capacity, such other Big-5 accounting firm, excluding Xxxxxx Xxxxxxxx, as may be agreed by the parties) (hereinafter, the "Auditors") and shall direct the Auditors to make a final, binding determination of all such remaining disputes within forty-five (45) days of presentation to the Auditors by the parties of the information that each such party believes supports its position with respect to each disputed item. Such information shall be presented by each party to the Auditors within ten (10) days following the selection thereof. The parties will further direct the Auditors to deliver a written notice to the Purchasers and the Sellers setting forth its determination with respect to each disputed item. The results of such determination will be final and binding, and the balance of the variance amount, if any, resulting from such determination will be paid resolved pursuant to the party entitled to receive the same within ten (10) days of the independent accountant's notice of its determination. The parties agree that the fees and expenses of the Auditors shall be borne in equal parts by the Purchasers on the one hand, and the Sellers, on the other, and further agree that in connection with the engagement of the Auditors, each of the Purchasers and the Sellers will, if requested by the Auditors, execute a reasonable engagement letter including customary indemnitiesSection 1.12.