Common use of Adjustment to Estimated Purchase Price Clause in Contracts

Adjustment to Estimated Purchase Price. (a) Buyer shall prepare and deliver to Seller within forty-five (45) days following the Closing Date a statement (the “Closing Statement”), which will utilize the same accounting methods, policies, practices, procedures and adjustments as were used in the preparation of the Base Statement, and which shall set forth in reasonable detail the Net Assets of the Business as of the close of business on the date immediately prior to the Closing Date (the “True-Up Amount”). (b) Following its receipt from Buyer of the Closing Statement, Seller shall have thirty (30) days to review the Closing Statement and the True-Up Amount and to inform Buyer in writing of any disagreement (the “Objection”) that it may have with the Closing Statement or the True-Up Amount, which objection shall specify in reasonable detail Seller’s disagreement with the Closing Statement or the True-Up Amount. Buyer agrees, at no cost to Seller, to give Seller and its authorized Representatives reasonable access to such employees, officers and other facilities and such books and records of Buyer and its Affiliates as are reasonably necessary to allow Seller and its authorized Representatives to review the Closing Statement and the True-Up Amount. If Buyer does not receive the Objection within such thirty (30) day period, the True-Up Amount and the other amounts set forth on the Closing Statement delivered pursuant to Section 3.2(a) shall be deemed to have been accepted by Seller and shall become binding upon Seller. If Seller does timely deliver an Objection to Buyer, Buyer shall then have fifteen (15) days from the date of receipt of such Objection (the “Review Period”) to review and respond to the Objection. Seller and Buyer shall attempt in good faith to resolve any disagreements with respect to the Closing Statement or the True-Up Amount. If they are unable to resolve all of their disagreements with respect to the Closing Statement or the True-Up Amount within twenty (20) days following the expiration of Buyer’s Review Period, they may refer, at the option of either Buyer or Seller, their differences to an internationally recognized firm of independent public accountants selected jointly by Buyer and Seller, which accountants shall determine, only with respect to the disagreements so submitted, whether and to what extent, if any, the amounts set forth on the Closing Statement or the True-Up Amount require adjustment. If Buyer and Seller are unable to so select the independent public accountants within twenty (20) days, either Buyer or Seller may thereafter request that the American Arbitration Association make such selection (as applicable, the firm selected by Buyer and Seller or the firm selected by the American Arbitration Association is herein referred to as the “CPA Firm”). Buyer and Seller shall direct the CPA Firm to use its reasonable best efforts to render its determination within thirty (30) days after the issue is first submitted to the CPA Firm. The CPA Firm’s determination shall be conclusive and binding upon Buyer and Seller. The fees and disbursements of the CPA Firm shall be borne by Buyer and Seller in inverse proportion as they may prevail on matters resolved by the CPA Firm, which proportionate allocations shall also be determined by the CPA Firm at the time the determination of the CPA Firm is rendered on the Closing Statement or the True-Up Amount. Buyer and Seller shall make readily available to the CPA Firm all relevant books and records relating to the Closing Statement and all other items reasonably requested by the CPA Firm. The Closing Statement and True-Up Amount as agreed to by Buyer and Seller or as determined by the CPA Firm shall be referred to as the “Final Closing Statement.” (c) In the event of a positive difference between the True-Up Amount on the Final Closing Statement and the Net Assets as set forth on the Base Statement, Buyer shall pay to Seller in cash the amount of such difference, plus the Settlement Interest thereon. In the event of a negative difference between the True-Up Amount on the Final Closing Statement and the Net Assets as set forth on the Base Statement, Seller shall pay to Buyer in cash the amount of such difference, plus the Settlement Interest thereon. All amounts payable under this Section 3.2(c) shall be paid within five (5) Business Days of the determination of the Final Closing Statement by wire transfer of immediately available funds to a bank account designated in writing by the recipient not less than one (1) Business Day before such payment.

Adjustment to Estimated Purchase Price. (ai) Buyer shall prepare and deliver to Seller within forty-five (45) days following If the Closing Date Actual Adjustment is a statement positive amount (the “Closing Statement”"Adjustment Excess"), which will utilize the same accounting methods, policies, practices, procedures and adjustments as were used in the preparation of the Base Statement, and which shall set forth in reasonable detail the Net Assets of the then within three (3) Business as of the close of business on Days after the date immediately prior to on which the Closing Date (the “True-Up Amount”). (b) Following its receipt from Buyer of the Closing Statement, Seller shall have thirty (30) days to review the Closing Statement and the True-Up Amount and to inform Buyer in writing of any disagreement (the “Objection”) that it may have with the Closing Statement or the True-Up Amount, which objection shall specify in reasonable detail Seller’s disagreement with the Closing Statement or the True-Up Amount. Buyer agrees, at no cost to Seller, to give Seller and its authorized Representatives reasonable access to such employees, officers and other facilities and such books and records of Buyer and its Affiliates as are reasonably necessary to allow Seller and its authorized Representatives to review the Closing Statement and the True-Up Amount. If Buyer does not receive the Objection within such thirty (30) day period, the True-Up Amount and the other amounts set forth on the Closing Statement delivered Purchase Price is finally determined pursuant to Section 3.2(a1.4(c)(ii) shall be deemed to have been accepted by Seller and shall become binding upon Seller. If Seller does timely deliver an Objection to Buyerabove, Buyer will pay, or shall then have fifteen (15) days from the date of receipt of cause to be paid, such Objection (the “Review Period”) to review and respond to the Objection. Seller and Buyer shall attempt in good faith to resolve any disagreements with respect to the Closing Statement or the True-Up Amount. If they are unable to resolve all of their disagreements with respect to the Closing Statement or the True-Up Amount within twenty (20) days following the expiration of Buyer’s Review Period, they may refer, at the option of either Buyer or Seller, their differences to an internationally recognized firm of independent public accountants selected jointly by Buyer and Seller, which accountants shall determine, only with respect to the disagreements so submitted, whether and to what extent, if any, the amounts set forth on the Closing Statement or the True-Up Amount require adjustment. If Buyer and Seller are unable to so select the independent public accountants within twenty (20) days, either Buyer or Seller may thereafter request that the American Arbitration Association make such selection (as applicable, the firm selected by Buyer and Seller or the firm selected by the American Arbitration Association is herein referred to as the “CPA Firm”). Buyer and Seller shall direct the CPA Firm to use its reasonable best efforts to render its determination within thirty (30) days after the issue is first submitted to the CPA Firm. The CPA Firm’s determination shall be conclusive and binding upon Buyer and Seller. The fees and disbursements of the CPA Firm shall be borne by Buyer and Seller in inverse proportion as they may prevail on matters resolved by the CPA Firm, which proportionate allocations shall also be determined by the CPA Firm at the time the determination of the CPA Firm is rendered on the Closing Statement or the True-Up Amount. Buyer and Seller shall make readily available to the CPA Firm all relevant books and records relating to the Closing Statement and all other items reasonably requested by the CPA Firm. The Closing Statement and True-Up Amount as agreed to by Buyer and Seller or as determined by the CPA Firm shall be referred to as the “Final Closing Statement.” (c) In the event of a positive difference between the True-Up Amount on the Final Closing Statement and the Net Assets as set forth on the Base Statement, Buyer shall pay to Seller in cash the amount of such difference, plus the Settlement Interest thereon. In the event of a negative difference between the True-Up Amount on the Final Closing Statement and the Net Assets as set forth on the Base Statement, Seller shall pay to Buyer in cash the amount of such difference, plus the Settlement Interest thereon. All amounts payable under this Section 3.2(c) shall be paid within five (5) Business Days of the determination of the Final Closing Statement Adjustment Excess by wire transfer of immediately available funds as directed by Seller Representative (on behalf of the holders of the Company Common Units as of immediately prior to the Closing). Pursuant to this Section 1.4(d)(i), after giving effect to the reimbursement of any out-of-pocket expenses of Seller Representative as provided in Section 9.1(b) hereof, Seller Representative shall direct that the amount of any Adjustment Excess (net of any portion of such Adjustment Excess paid to Seller Representative as described above) be paid to the holders of the Company Common Units as of immediately prior to the Closing in accordance with the applicable percentages set forth on Exhibit E. (ii) If the Actual Adjustment is a bank account designated in writing by negative amount (the recipient not less than one "Adjustment Shortfall"), then within three (13) Business Day before Days after the date on which the Purchase Price is finally determined pursuant to Section 1.4(c)(ii) above, Seller Representative and Buyer shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to deliver to Buyer by wire transfer of immediately available funds (A) first, from the Adjustment Escrow Account, an amount equal to the lesser of (x) the Adjustment Shortfall and (y) the amount of cash then in the Adjustment Escrow Account, and (B) second, if there are no funds remaining in the Adjustment Escrow Amount, from the Indemnity Escrow Account, an amount equal to the positive difference between the Adjustment Shortfall and the amount delivered to Buyer pursuant to Section 1.4(d)(ii)(A), if any. (iii) Immediately following the payments set forth in Section 1.4(d)(i) and (ii), Seller Representative and Buyer shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to deliver all Adjustment Escrow Funds remaining in the Adjustment Escrow Account, if any, to be paid by wire transfer of immediately available funds as directed by Seller Representative. Pursuant to this Section 1.4(d)(iii), after giving effect to the reimbursement of any out-of-pocket expenses of Seller Representative as provided in Section 9.1(b) hereof, Seller Representative shall direct that such payment.funds be paid to the holders of the Company Common Units as of immediately prior to the Closing in accordance with the applicable percentages set forth on Exhibit E.

Adjustment to Estimated Purchase Price. (a) Buyer shall prepare and deliver to Seller within forty-five (45) days following the Closing Date a statement (the “Closing Statement”), which will utilize the same accounting methods, policies, practices, procedures and adjustments as were used in the preparation of the Base Statement, and which shall set forth in reasonable detail the Net Assets of the Business as of the close of business on the date immediately prior to the Closing Date (the “True-Up Amount”). (b) Following its receipt from Buyer of the Closing Statement, Seller shall have thirty (30) days to review the Closing Statement and the True-Up Amount and to inform Buyer in writing of any disagreement (the “Objection”) that it may have with the Closing Statement or the True-Up Amount, which objection shall specify in reasonable detail Seller’s disagreement with the Closing Statement or the True-Up Amount. Buyer agrees, at no cost to Seller, to give Seller and its authorized Representatives reasonable access to such employees, officers and other facilities and such books and records of Buyer and its Affiliates as are reasonably necessary to allow Seller and its authorized Representatives to review the Closing Statement and the True-Up Amount. If Buyer does not receive the Objection within such thirty (30) day period, the True-Up Amount and the other amounts set forth on the Closing Statement delivered pursuant to Section 3.2(a) shall be deemed to have been accepted by Seller and shall become binding upon Seller. If Seller does timely deliver an Objection to Buyer, Buyer shall then have fifteen (15) days from the date of receipt of such Objection (the “Review Period”) to review and respond to the Objection. Seller and Buyer shall attempt in good faith to resolve any disagreements with respect to the Closing Statement or the True-Up Amount. If they are unable to resolve all of their disagreements with respect to the Closing Statement or the True-Up Amount within twenty (20) days following the expiration of Buyer’s Review Period, they may refer, at the option of either Buyer or Seller, their differences to an internationally recognized firm of independent public accountants selected jointly by Buyer and Seller, which accountants shall determine, only with respect to the disagreements so submitted, whether and to what extent, if any, the amounts set forth on the Closing Statement or the True-Up Amount require adjustment. If Buyer and Seller are unable to so select the independent public accountants within twenty (20) days, either Buyer or Seller may thereafter request that the American Arbitration Association make such selection (as applicable, the firm selected by Buyer and Seller or the firm selected by the American Arbitration Association is herein referred to as the “CPA Firm”). Buyer and Seller shall direct the CPA Firm to use its reasonable best efforts to render its determination within thirty (30) days after the issue is first submitted to the CPA Firm. The CPA Firm’s determination shall be conclusive and binding upon Buyer and Seller. The fees and disbursements of the CPA Firm shall be borne by Buyer and Seller in inverse proportion as they may prevail on matters resolved by the CPA Firm, which proportionate allocations shall also be determined by the CPA Firm at the time the determination of the CPA Firm is rendered on the Closing Statement or the True-Up Amount. Buyer and Seller shall make readily available to the CPA Firm all relevant books and records relating to the Closing Statement and all other items reasonably requested by the CPA Firm. The Closing Statement and True-Up Amount as agreed to by Buyer and Seller or as determined by the CPA Firm shall be referred to as the “Final Closing Statement.” (c) In the event of a positive difference between the True-Up Amount on the Final Closing Statement and the Net Assets as set forth on the Base Statement, Buyer shall pay to Seller in cash the amount of such difference, plus the Settlement Interest thereon. In the event of a negative difference between the True-Up Amount on the Final Closing Statement and the Net Assets as set forth on the Base Statement, Seller shall pay to Buyer in cash the amount of such difference, plus the Settlement Interest thereon. All amounts payable under this Section 3.2(c) shall be paid within five (5) Business Days of the determination of the Final Closing Statement by wire transfer of immediately available funds to a bank account designated in writing by the recipient not less than one (1) Business Day before such payment.the

Adjustment to Estimated Purchase Price. (a) Buyer shall prepare and deliver to Seller within forty-five (45) days following the Closing Date a statement (the “"Closing Statement”"), which will utilize the same accounting methods, policies, practices, procedures and adjustments as were used in the preparation of the Base Statement, and which shall set forth in reasonable detail the Net Assets of the Business as of the close of business on the date immediately prior to the Closing Date (the “True-Up Amount”). (b) Following its receipt from Buyer of the Closing Statement, Seller shall have thirty (30) days to review the Closing Statement and the True-Up Amount and to inform Buyer in writing of any disagreement (the “Objection”) that it may have with the Closing Statement or the True-Up Amount, which objection shall specify in reasonable detail Seller’s disagreement with the Closing Statement or the True-Up Amount. Buyer agrees, at no cost to Seller, to give Seller and its authorized Representatives reasonable access to such employees, officers and other facilities and such books and records of Buyer and its Affiliates as are reasonably necessary to allow Seller and its authorized Representatives to review the Closing Statement and the True-Up Amount. If Buyer does not receive the Objection within such thirty (30) day period, the True-Up Amount and the other amounts set forth on the Closing Statement delivered pursuant to Section 3.2(a) shall be deemed to have been accepted by Seller and shall become binding upon Seller. If Seller does timely deliver an Objection to Buyer, Buyer shall then have fifteen (15) days from the date of receipt of such Objection (the “Review Period”) to review and respond to the Objection. Seller and Buyer shall attempt in good faith to resolve any disagreements with respect to the Closing Statement or the True-Up Amount. If they are unable to resolve all of their disagreements with respect to the Closing Statement or the True-Up Amount within twenty (20) days following the expiration of Buyer’s Review Period, they may refer, at the option of either Buyer or Seller, their differences to an internationally recognized firm of independent public accountants selected jointly by Buyer and Seller, which accountants shall determine, only with respect to the disagreements so submitted, whether and to what extent, if any, the amounts set forth on the Closing Statement or the True-Up Amount require adjustment. If Buyer and Seller are unable to so select the independent public accountants within twenty (20) days, either Buyer or Seller may thereafter request that the American Arbitration Association make such selection (as applicable, the firm selected by Buyer and Seller or the firm selected by the American Arbitration Association is herein referred to as the “CPA Firm”). Buyer and Seller shall direct the CPA Firm to use its reasonable best efforts to render its determination within thirty (30) days after the issue is first submitted to the CPA Firm. The CPA Firm’s determination shall be conclusive and binding upon Buyer and Seller. The fees and disbursements of the CPA Firm shall be borne by Buyer and Seller in inverse proportion as they may prevail on matters resolved by the CPA Firm, which proportionate allocations shall also be determined by the CPA Firm at the time the determination of the CPA Firm is rendered on the Closing Statement or the True-Up Amount. Buyer and Seller shall make readily available to the CPA Firm all relevant books and records relating to the Closing Statement and all other items reasonably requested by the CPA Firm. The Closing Statement and True-Up Amount as agreed to by Buyer and Seller or as determined by the CPA Firm shall be referred to as the “Final Closing Statement.” (c) In the event of a positive difference between the True-Up Amount on the Final Closing Statement and the Net Assets as set forth on the Base Statement, Buyer shall pay to Seller in cash the amount of such difference, plus the Settlement Interest thereon. In the event of a negative difference between the True-Up Amount on the Final Closing Statement and the Net Assets as set forth on the Base Statement, Seller shall pay to Buyer in cash the amount of such difference, plus the Settlement Interest thereon. All amounts payable under this Section 3.2(c) shall be paid within five (5) Business Days of the determination of the Final Closing Statement by wire transfer of immediately available funds to a bank account designated in writing by the recipient not less than one (1) Business Day before such payment.

Adjustment to Estimated Purchase Price. (a1) Buyer If the Actual Adjustment is a positive amount, the Surviving Entity shall prepare issue to the Stockholders, in accordance with each such Stockholder’s Stockholder Percentage Interest, a number of Parent Common Shares equal to the quotient of (A) such positive amount divided by (B) the Parent Common Stock Per Share Price and Parent and the Equityholder Representative shall deliver joint written instructions to Seller within forty-five the Escrow Agent to release the Escrow Shares to the Paying Agent (45) days following for further distribution to the Closing Date a statement (the “Closing Statement”Stockholders), which will utilize the same accounting methodsin each case, policiesless any Tax deductions or withholdings required under applicable Law, practices, procedures and adjustments as were used in the preparation of the Base Statement, and which shall set forth in reasonable detail the Net Assets of the within three (3) Business as of the close of business on Days after the date immediately prior on which the Purchase Price is finally determined pursuant to the Closing Date (the “True-Up Amount”Section 2.8(e). (b2) Following its receipt from Buyer of If the Closing StatementActual Adjustment is a negative amount, Seller shall have thirty then within three (303) days to review Business Days after the Closing Statement and date on which the True-Up Amount and to inform Buyer in writing of any disagreement (the “Objection”) that it may have with the Closing Statement or the True-Up Amount, which objection shall specify in reasonable detail Seller’s disagreement with the Closing Statement or the True-Up Amount. Buyer agrees, at no cost to Seller, to give Seller and its authorized Representatives reasonable access to such employees, officers and other facilities and such books and records of Buyer and its Affiliates as are reasonably necessary to allow Seller and its authorized Representatives to review the Closing Statement and the True-Up Amount. If Buyer does not receive the Objection within such thirty (30) day period, the True-Up Amount and the other amounts set forth on the Closing Statement delivered Purchase Price is finally determined pursuant to Section 3.2(a2.8(e), Parent and the Equityholder Representative shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to deliver to Parent out of the Escrow Shares a number of Parent Common Shares equal to the quotient of (A) shall be deemed to have been accepted such negative amount divided by Seller and shall become binding upon Seller. If Seller does timely deliver an Objection to Buyer(B) the Parent Common Stock Per Share Price; provided, Buyer shall then have fifteen (15) days from however, that if the date of receipt absolute value of such Objection (negative amount is less than the “Review Period”) to review Purchase Price Escrow Amount, then simultaneously with the delivery of such joint written instructions, Parent and respond the Equityholder Representative shall deliver joint written instructions to the Objection. Seller and Buyer shall attempt Escrow Agent instructing the Escrow Agent to release any excess Escrow Shares remaining in good faith to resolve any disagreements with respect the Purchase Price Escrow Account to the Closing Statement or the True-Up Amount. If they are unable to resolve all of their disagreements with respect Paying Agent (for DOC ID - 32901658.22 32 further distribution to the Closing Statement Stockholders), less any Tax deductions or withholdings required under applicable Law. For the True-Up Amount within twenty (20) days following the expiration avoidance of Buyer’s Review Period, they may refer, at the option of either Buyer or Seller, their differences to an internationally recognized firm of independent public accountants selected jointly by Buyer and Seller, which accountants shall determine, only with respect to the disagreements so submitted, whether and to what extent, if anydoubt, the amounts set forth on the Closing Statement or the True-Up Amount require adjustment. If Buyer and Seller are unable to so select the independent public accountants within twenty (20) days, either Buyer or Seller may thereafter request that the American Arbitration Association make such selection (as applicable, the firm selected by Buyer and Seller or the firm selected by the American Arbitration Association is herein referred to Escrow Shares shall serve as the “CPA Firm”). Buyer sole and Seller shall direct exclusive source of recovery for any amounts owed to Parent in connection with the CPA Firm to use its reasonable best efforts to render its determination within thirty (30) days after the issue is first submitted to the CPA Firm. The CPA Firm’s determination shall be conclusive and binding upon Buyer and Seller. The fees and disbursements of the CPA Firm shall be borne by Buyer and Seller in inverse proportion as they may prevail on matters resolved by the CPA Firm, which proportionate allocations shall also be determined by the CPA Firm at the time the final determination of the CPA Firm is rendered on the Closing Statement or the True-Up Amount. Buyer Purchase Price and Seller shall make readily available Actual Adjustment pursuant to this Section 2.8. (3) Any amounts which become payable pursuant to this Section 2.8(f) will constitute an adjustment to the CPA Firm Purchase Price for all relevant books and records relating to the Closing Statement and all other items reasonably requested by the CPA Firm. The Closing Statement and True-Up Amount as agreed to by Buyer and Seller or as determined by the CPA Firm shall be referred to as the “Final Closing Statementpurposes hereunder.” (c) In the event of a positive difference between the True-Up Amount on the Final Closing Statement and the Net Assets as set forth on the Base Statement, Buyer shall pay to Seller in cash the amount of such difference, plus the Settlement Interest thereon. In the event of a negative difference between the True-Up Amount on the Final Closing Statement and the Net Assets as set forth on the Base Statement, Seller shall pay to Buyer in cash the amount of such difference, plus the Settlement Interest thereon. All amounts payable under this Section 3.2(c) shall be paid within five (5) Business Days of the determination of the Final Closing Statement by wire transfer of immediately available funds to a bank account designated in writing by the recipient not less than one (1) Business Day before such payment.

Adjustment to Estimated Purchase Price. (a) Buyer Within 60 days after the Closing Date, the Company shall prepare and deliver to Seller within forty-five the Buyer a certificate (45the "CLOSING CERTIFICATE") days following setting forth a schedule of the Purchased Assets and the Assumed Liabilities, dated as of the Closing Date Date, derived from the audited financial statements referred to in Section 5.15 hereof prepared in accordance with GAAP applied on a statement basis consistent with the Company Financial Statements, signed by the President of the Company and by each of the Shareholders. Without limiting the generality of the foregoing, the Assumed Liabilities, as reflected on the Closing Certificate, shall include accrual of the estimated expense of complying with the Company's obligation under the Harley-Davidson Settlement Agreement to the extent that accrual of such expense on a regularly prepared balance sheet would be required by GAAP. The Closing Certificate shall also include a determination of purchased net assets of the Company (the “Closing Statement”"CLOSING NET ASSETS"), which will utilize the same accounting methods, policies, practices, procedures and adjustments as were used in the preparation of the Base Statement, and which shall set forth in reasonable detail the Closing Net Assets of the Business as of the close of business on the date immediately prior shall be equal to the Closing Date (Purchased Assets minus the “True-Up Amount”). (b) Following its receipt from Buyer Assumed Liabilities. The Company's calculation of the Closing Statement, Seller Net Assets as reflected in the Closing Certificate shall be referred to as the "SELLER'S CLOSING NET ASSETS CALCULATION." Buyer shall have thirty (30) days to review the Closing Statement and the True-Up Amount and to inform Buyer in writing of any disagreement (the “Objection”) that it may have with the Closing Statement or the True-Up Amount, which objection shall specify in reasonable detail Seller’s disagreement with the Closing Statement or the True-Up Amount. Buyer agrees, at no cost to Seller, to give Seller and its authorized Representatives reasonable access to such employees, officers and other facilities and such books and records of Buyer and its Affiliates as are reasonably necessary to allow Seller and its authorized Representatives to review the Closing Statement and the True-Up Amount. If Buyer does not receive the Objection within such thirty (30) day period, the True-Up Amount and the other amounts set forth on the Closing Statement delivered pursuant to Section 3.2(a) shall be deemed to have been accepted by Seller and shall become binding upon Seller. If Seller does timely deliver an Objection to Buyer, Buyer shall then have fifteen (15) 60 days from the date of receipt of the Closing Certificate during which it and its independent accountants may review the Closing Certificate. Following completion of such Objection review, the Buyer shall deliver a written notice (the “Review Period”"PURCHASE PRICE ADJUSTMENT NOTICE") to review and respond to the ObjectionCompany setting forth the Buyer's determination of the Closing Net Assets (the "BUYER'S CLOSING NET ASSETS CALCULATION"). Seller and If Buyer shall attempt fail to deliver the Purchase Price Adjustment Notice within such 60 day period, or if the Buyer's Closing Net Assets Calculation shall equal the Seller's Closing Net Assets Calculation, then the Seller's Closing Net Assets Calculation shall be deemed to constitute the statement of "FINAL CLOSING NET ASSETS." Subject to Section 5.11(b) below, if the Final Closing Net Assets are less than $11,523,880, the Estimated Purchase Price shall be reduced by such difference, and if the Final Closing Net Assets is more than $11,523,880, the Estimated Purchase Price shall be increased by such difference. (b) The Company shall, within 15 days from the receipt of the Purchase Price Adjustment Notice, notify the Buyer whether or not the Company disputes the Buyer's Closing Net Assets Calculation (the "SELLER NOTICE"). If the Buyer has not received notice of such a dispute within such 15-day period, then the Buyer's Closing Net Assets Calculation shall be deemed to constitute the statement of Final Closing Assets, and shall be final and binding. If, on the other hand, the Buyer has received notice of such a dispute within such 15-day period, then the Buyer and the Company shall mutually agree in good faith writing on an independent accounting firm to resolve any disagreements with respect to review the Closing Statement or Certificate (and related information) to determine the True-Up Amount. If they are unable to resolve all of their disagreements with respect to the Closing Statement or the True-Up Amount within twenty (20) days following the expiration of Buyer’s Review Period, they may refer, at the option of either Buyer or Seller, their differences to an internationally recognized firm of independent public accountants selected jointly by Buyer and Seller, which accountants shall determine, only with respect to the disagreements so submitted, whether and to what extentamount, if any, of the amounts set forth adjustment to the Estimated Purchase Price pursuant to Section 5.11(a) above. In the event that the Buyer and the Company cannot agree in writing on an independent accounting firm, KPMG Peat Marwick LLP shall select such independent accounting firm. The determination of such independent accounting firm shall be final and binding on the Closing Statement or the True-Up Amount require adjustmentparties hereto. If Buyer and Seller are unable to so select The costs of the independent public accountants within twenty (20) days, either Buyer or Seller may thereafter request that the American Arbitration Association make such selection (as applicable, the accounting firm selected by Buyer and Seller or the firm selected by the American Arbitration Association is herein referred to as the “CPA Firm”). Buyer and Seller shall direct the CPA Firm to use its reasonable best efforts to render its determination within thirty (30) days after the issue is first submitted to the CPA Firm. The CPA Firm’s determination shall be conclusive and binding upon Buyer and Seller. The fees and disbursements of the CPA Firm shall be borne by the party (either the Buyer and Seller in inverse proportion as they may prevail on matters resolved by or the CPA Firm, which proportionate allocations shall also be determined by the CPA Firm at the time the Company) whose determination of the CPA Firm is rendered on Closing Net Assets was furthest from such determination of the Closing Statement independent accounting firm, or the True-Up Amount. Buyer and Seller shall make readily available to the CPA Firm all relevant books and records relating to the Closing Statement and all other items reasonably requested equally by the CPA FirmBuyers and the Company in the event that the determination by the independent accounting firm is equidistant between the determinations of the parties. The Closing Statement and True-Up Amount as agreed to by Buyer and Seller or as determined by the CPA Firm independent accounting firm selected under this Section 5.11(b) shall be referred to as chosen from among only the “Final Closing Statementsix largest international firms in the independent accounting profession.” (c) In Any additional amount determined to be payable by the event of a positive difference between the True-Up Amount on the Final Closing Statement and the Net Assets as set forth on the Base Statement, Buyer shall pay to Seller in cash the amount of such difference, plus the Settlement Interest thereon. In the event of a negative difference between the True-Up Amount on the Final Closing Statement and the Net Assets as set forth on the Base Statement, Seller shall pay to Buyer in cash the amount of such difference, plus the Settlement Interest thereon. All amounts payable under this Section 3.2(c) shall be paid by the Buyer within five (5) Business Days 10 business days of the final determination hereunder. Any amount determined pursuant to this Section 5.11 to be payable by the Company may, at the Buyer's election, either be paid out of the Final Closing Statement by wire transfer Escrow or, upon request of immediately available funds to a bank account designated in writing the Buyer, shall be paid by the recipient Company within 10 business days of such request. (d) Notwithstanding anything to the contrary in Section 7.1, the Liability Threshold shall not less than one (1) Business Day before such paymentapply to Section 5.11, and any adjustment required under Section 5.11 shall be from the first dollar.

Adjustment to Estimated Purchase Price. (ai) If the Actual Adjustment is a positive amount, then (A) Parent and Buyer shall prepare and deliver pay (or shall cause to be paid) to Seller within forty-five an amount in cash equal to such positive amount (45plus interest thereon at a rate of 5.00% per annum (the “Agreed Rate”) days following from the Closing Date a statement (the “Closing Statement”), which will utilize the same accounting methods, policies, practices, procedures and adjustments as were used in the preparation of the Base Statement, and which shall set forth in reasonable detail the Net Assets of the Business as of the close of business on the date immediately prior to the Closing Date (the “True-Up Amount”). (b) Following its receipt from Buyer of the Closing Statement, Seller shall have thirty (30) days to review the Closing Statement and the True-Up Amount and to inform Buyer in writing of any disagreement (the “Objection”) that it may have with the Closing Statement or the True-Up Amount, which objection shall specify in reasonable detail Seller’s disagreement with the Closing Statement or the True-Up Amount. Buyer agrees, at no cost to Seller, to give Seller and its authorized Representatives reasonable access to such employees, officers and other facilities and such books and records of Buyer and its Affiliates as are reasonably necessary to allow Seller and its authorized Representatives to review the Closing Statement and the True-Up Amount. If Buyer does not receive the Objection within such thirty (30) day period, the True-Up Amount and the other amounts set forth on the Closing Statement delivered pursuant to Section 3.2(a) shall be deemed to have been accepted by Seller and shall become binding upon Seller. If Seller does timely deliver an Objection to Buyer, Buyer shall then have fifteen (15) days from through the date of receipt of such Objection payment) and (B) all funds in the “Review Period”) Adjustment Escrow Account shall be released to review and respond to the ObjectionSeller. Seller and Buyer shall attempt in good faith to resolve any disagreements with respect to the Closing Statement or the True-Up Amount. If they are unable to resolve all of their disagreements with respect to the Closing Statement or the True-Up Amount within twenty (20) days following the expiration of Buyer’s Review Period, they may refer, at the option of either Buyer or Seller, their differences to an internationally recognized firm of independent public accountants selected jointly by Buyer and Seller, which accountants shall determine, only with respect to the disagreements so submitted, whether and to what extent, if any, the amounts set forth on the Closing Statement or the True-Up Amount require adjustment. If Buyer and Seller are unable to so select the independent public accountants within twenty (20) days, either Buyer or Seller may thereafter request that the American Arbitration Association make such selection (as applicable, the firm selected by Buyer and Seller or the firm selected by the American Arbitration Association is herein referred to as the “CPA Firm”). Buyer Parent and Seller shall direct take all actions required to cause the CPA Firm Escrow Agent to use its reasonable best efforts to render its determination within thirty (30) days after the issue is first submitted to the CPA Firm. The CPA Firm’s determination shall be conclusive make all disbursements, and binding upon Buyer and Seller. The fees and disbursements of the CPA Firm shall be borne by Buyer and Seller in inverse proportion as they may prevail on matters resolved by the CPA Firm, which proportionate allocations shall also be determined by the CPA Firm at the time the determination of the CPA Firm is rendered on the Closing Statement or the True-Up Amount. Buyer and Seller Parent shall make readily available (or cause to the CPA Firm be made) all relevant books and records relating payments, required pursuant to the Closing Statement and all other items reasonably requested by the CPA Firm. The Closing Statement and True-Up Amount as agreed to by Buyer and Seller or as determined by the CPA Firm shall be referred to as the “Final Closing Statement.” (c) In the event of a positive difference between the True-Up Amount on the Final Closing Statement and the Net Assets as set forth on the Base Statement, Buyer shall pay to Seller in cash the amount of such difference, plus the Settlement Interest thereon. In the event of a negative difference between the True-Up Amount on the Final Closing Statement and the Net Assets as set forth on the Base Statement, Seller shall pay to Buyer in cash the amount of such difference, plus the Settlement Interest thereon. All amounts payable under this Section 3.2(c) shall be paid within five (5) Business Days of the determination of the Final Closing Statement 2.4(c)(i), by wire transfer of immediately available funds (to the account(s) designated by Seller) within three (3) Business Days after the date on which the Purchase Price is finally determined pursuant to Section 2.4(b). (ii) If the Actual Adjustment is a bank account designated negative amount, then Parent shall be entitled to receive a cash disbursement from the Adjustment Escrow Amount equal to the absolute value of such negative amount (plus interest thereon at the Agreed Rate from the Closing Date through the date of such disbursement); provided, however, in writing the event that the Adjustment Escrow Amount is insufficient to pay Parent the full value of such negative amount, the Indemnifying Parties shall pay Parent any amount owed in excess of the Adjustment Escrow Amount. Notwithstanding anything to the contrary in this Agreement, after all disbursements required to be made to Parent (or its designee) pursuant to this Section 2.4(c)(ii) have been made by the recipient not less than one Escrow Agent, if any funds remain in the Adjustment Escrow Account, such remaining funds shall be disbursed to Seller (1or its designee). The Parties shall take all actions required to cause the Escrow Agent to make all disbursements required pursuant to this Section 2.4(c)(ii) by wire transfer of immediately available funds (to the applicable accounts designated by Parent and Seller, as applicable) within three (3) Business Day before such paymentDays after the date on which the Purchase Price is finally determined pursuant to Section 2.4(b).

Adjustment to Estimated Purchase Price. (ai) If the Actual Adjustment is a positive amount, (A) Buyer will pay to the Representative (for further credit to the Sellers in accordance with their respective Allocation Percentages) the full amount of the Actual Adjustment by wire transfer or delivery of other immediately available funds, in each case, within three Business Days after the date on which the Purchase Price is finally determined pursuant to Section 2.6(a) above and (B) Buyer and the Representative shall prepare and deliver joint written instructions to Seller within forty-five the Escrow Agent to release to the Representative (45) days following for further credit to the Closing Date a statement (the “Closing Statement”Sellers in accordance with their respective Allocation Percentages), which will utilize the same accounting methods, policies, practices, procedures and adjustments as were used in the preparation of the Base Statement, and which shall set forth in reasonable detail the Net Assets of the Business as of the close of business on the date immediately prior to the Closing Date (the “Trueall then-Up Amount”)remaining Adjustment Escrow Funds. (bii) Following its receipt from Buyer of If the Closing StatementActual Adjustment is a negative amount, Seller shall have thirty (30) days to review then within three Business Days after the Closing Statement and date on which the True-Up Amount and to inform Buyer in writing of any disagreement (the “Objection”) that it may have with the Closing Statement or the True-Up Amount, which objection shall specify in reasonable detail Seller’s disagreement with the Closing Statement or the True-Up Amount. Buyer agrees, at no cost to Seller, to give Seller and its authorized Representatives reasonable access to such employees, officers and other facilities and such books and records of Buyer and its Affiliates as are reasonably necessary to allow Seller and its authorized Representatives to review the Closing Statement and the True-Up Amount. If Buyer does not receive the Objection within such thirty (30) day period, the True-Up Amount and the other amounts set forth on the Closing Statement delivered Purchase Price is finally determined pursuant to Section 3.2(a2.6(a) above, Buyer and the Representative shall deliver joint written instructions to the Escrow Agent to release to WinDoor or its designee from the Adjustment Escrow Account the lesser of (x) the absolute value of the full amount of the Actual Adjustment and (y) the Escrow Amount; provided, that if the absolute value of the Actual Adjustment is less than the then-remaining Adjustment Escrow Funds, then the portion of the Adjustment Escrow Funds remaining following such release to WinDoor or its designee shall be deemed to have been accepted by Seller and shall become binding upon Seller. If Seller does timely deliver an Objection to Buyer, Buyer shall then have fifteen (15) days from the date of receipt of such Objection (the “Review Period”) to review and respond released to the Objection. Seller and Buyer shall attempt Representative simultaneously with such release to WinDoor or its designee provided in good faith to resolve any disagreements with respect to the Closing Statement or Escrow Agreement; provided, further, that if the True-Up Amount. If they are unable to resolve all of their disagreements with respect to the Closing Statement or the True-Up Amount within twenty (20) days following the expiration of Buyer’s Review Period, they may refer, at the option of either Buyer or Seller, their differences to an internationally recognized firm of independent public accountants selected jointly by Buyer and Seller, which accountants shall determine, only with respect to the disagreements so submitted, whether and to what extent, if any, the amounts set forth on the Closing Statement or the True-Up Amount require adjustment. If Buyer and Seller are unable to so select the independent public accountants within twenty (20) days, either Buyer or Seller may thereafter request that the American Arbitration Association make such selection (as applicable, the firm selected by Buyer and Seller or the firm selected by the American Arbitration Association is herein referred to as the “CPA Firm”). Buyer and Seller shall direct the CPA Firm to use its reasonable best efforts to render its determination within thirty (30) days after the issue is first submitted to the CPA Firm. The CPA Firm’s determination shall be conclusive and binding upon Buyer and Seller. The fees and disbursements absolute value of the CPA Firm shall be borne by Buyer and Seller in inverse proportion as they may prevail on matters resolved by Actual Adjustment is greater than the CPA Firmthen-remaining Adjustment Escrow Funds, which proportionate allocations shall also be determined by the CPA Firm at the time the determination of the CPA Firm is rendered on the Closing Statement or the True-Up Amount. Buyer and Seller shall make readily available to the CPA Firm all relevant books and records relating to the Closing Statement and all other items reasonably requested by the CPA Firm. The Closing Statement and True-Up Amount as agreed to by Buyer and Seller or as determined by the CPA Firm shall be referred to as the “Final Closing Statement.” (c) In the event of a positive difference between the True-Up Amount on the Final Closing Statement and the Net Assets as set forth on the Base Statement, Buyer shall pay to Seller in cash then the amount of such differenceexcess, plus but not to exceed the Settlement Interest thereon. In the event of a negative difference between the Truethen-Up Amount on the Final Closing Statement and the Net Assets as set forth on the Base Statementremaining Indemnity Escrow Funds, Seller shall pay be released to Buyer from the Indemnity Escrow Account, as provided in cash the amount of such differenceEscrow Agreement, plus the Settlement Interest thereon. All amounts payable under this Section 3.2(c) shall be paid and, within five three (53) Business Days of Days, the determination of Sellers shall deposit, or cause to be deposited, into the Final Closing Statement Indemnity Escrow Account, by wire transfer of immediately available funds funds, an amount equal to a bank account designated in writing by the recipient not less than one (1) Business Day before such paymentamount so released to Buyer from the Indemnity Escrow Account.

Adjustment to Estimated Purchase Price. (a) Within 90 days following the Closing Date, Buyer shall prepare and deliver to Seller within forty-five (45) days following the Closing Date a statement (the “Closing Statement”), which will utilize utilizing the same accounting methods, policies, practices, procedures and adjustments as were used in the preparation of the Base StatementStatement as described on Schedule 1.1(a) (and otherwise in accordance with GAAP, with such exceptions to GAAP as indicated on Schedule 1.1(a)) and which shall set forth in reasonable detail the Net Assets amount of Working Capital of the Business as of the close of business 11:59 p.m. on the date immediately prior to the Closing Date (as well as the “True-Up Amount”adjustments contemplated in Section 6.8), and a calculation of the adjustment to the Estimated Purchase Price that is payable based upon the difference between the Working Capital Target and the Working Capital in the Closing Statement. Seller agrees, at no cost to Buyer, to give Buyer and its authorized representatives reasonable access to such employees, officers and other facilities and such books and records of Seller and its Affiliates as are reasonably necessary to allow Buyer and its authorized representatives to prepare the Closing Statement. The Closing Statement shall be prepared in accordance with Schedule 1.1(a). The Base Statement was prepared using the same accounting methods, policies, practices, procedures and adjustments as were used in the preparation of the Financial Statements and otherwise in accordance with GAAP (and with such exceptions to GAAP as indicated on Schedule 1.1(a)). (b) Following its receipt from Buyer of the Closing Statement, Seller shall have thirty (30) days 15 Business Days to review the Closing Statement and the True-Up Amount and to inform Buyer in writing of any disagreement (the “Objection”) that it may have with the Closing Statement or the True-Up AmountStatement, which objection shall specify in reasonable detail Seller’s 's disagreement with the Closing Statement or the True-Up Amount. Buyer agrees, at no cost to Seller, to give Seller and its authorized Representatives reasonable access to such employees, officers and other facilities and such books and records of Buyer and its Affiliates as are reasonably necessary to allow Seller and its authorized Representatives to review the Closing Statement and the True-Up AmountStatement. If Buyer does not receive the Objection within such thirty (30) day 15-Business Day period, the True-Up Amount and the other amounts amount of Working Capital set forth on the Closing Statement delivered pursuant to Section 3.2(a) shall be deemed to have been accepted by Seller and shall become binding upon Seller. If Seller does timely deliver an Objection to Buyer, Buyer shall then have fifteen (15) days 15 Business Days from the date of receipt of such Objection (the “Review Period”) to review and respond to the Objection. Seller and Buyer shall attempt in good faith to resolve any disagreements with respect to the determination of the Working Capital of the Business as of the Closing Statement Date or the True-Up Amountamount of the adjustment to the Estimated Purchase Price. If they are unable to resolve all of their disagreements with respect to the determination of Working Capital of the Business as of the Closing Statement Date or the True-Up Amount amount of the adjustment to the Estimated Purchase Price within twenty (20) days 15 Business Days following the expiration of Buyer’s 's Review Period, they may refer, at the option of either Buyer or Seller, their differences to an Ernst & Young, or if Ernst & Young declines to accept such engagement, another internationally recognized firm of independent public accountants selected jointly by Buyer and Seller, which accountants shall determine, only with respect to the disagreements so submitted, whether and to what extent, if any, the amounts amount of Working Capital of the Business as of the Closing Date set forth on in the Closing Statement or the True-Up Amount require requires adjustment. If Buyer and Seller are unable to so select the independent public accountants within twenty (20) days15 Business Days of Ernst & Young declining to accept such engagement, either Buyer or Seller may thereafter request that the American Arbitration Association make such selection (as applicable, Ernst & Young, the firm selected by Buyer and Seller or the firm selected by the American Arbitration Association is herein referred to as the “CPA Firm”). Buyer and Seller shall direct the CPA Firm to use its reasonable best efforts to render its determination within thirty (30) 30 days after the issue is first submitted to the CPA Firm. The CPA Firm’s determination shall be conclusive and binding upon Buyer and Seller. The fees and disbursements of the CPA Firm shall be borne shared equally by Buyer and Seller in inverse proportion as they may prevail on matters resolved by the CPA Firm, which proportionate allocations shall also be determined by the CPA Firm at the time the determination of the CPA Firm is rendered on the Closing Statement or the True-Up Amount. Buyer and Seller shall make readily available to the CPA Firm all relevant books and records relating to the Closing Statement and all other items reasonably requested by the CPA Firm. The Closing Statement and True-Up Amount as agreed to by Buyer and Seller or as determined by the CPA Firm shall be referred to as the “Final Closing Statement.” (c) In the event of a positive difference between the True-Up Amount on the Final Closing Statement and the Net Assets as set forth on the Base Statement, Buyer shall pay to Seller in cash the amount of such difference, plus the Settlement Interest thereon. In the event of a negative difference between the True-Up Amount on the Final Closing Statement and the Net Assets as set forth on the Base Statement, Seller shall pay to Buyer in cash the amount of such difference, plus the Settlement Interest thereon. All amounts payable under this Section 3.2(c) shall be paid within five (5) Business Days of the determination of the Final Closing Statement by wire transfer of immediately available funds to a bank account designated in writing by the recipient not less than one (1) Business Day before such payment.and

Adjustment to Estimated Purchase Price. (ai) If the Actual Adjustment is a positive amount, (A) Buyer will pay to the Representative (for further credit to the Sellers in accordance with their respective Allocation Percentages) the full amount of the Actual Adjustment by wire transfer or delivery of other immediately available funds, in each case, within three Business Days after the date on which the Purchase Price is finally determined pursuant to Section 2.6(a) above and (B) Buyer and the Representative shall prepare and deliver joint written instructions to Seller within forty-five the Escrow Agent to release to the Representative (45) days following for further credit to the Closing Date a statement (the “Closing Statement”Sellers in accordance with their respective Allocation Percentages), which will utilize the same accounting methods, policies, practices, procedures and adjustments as were used in the preparation of the Base Statement, and which shall set forth in reasonable detail the Net Assets of the Business as of the close of business on the date immediately prior to the Closing Date (the “Trueall then-Up Amount”)remaining Adjustment Escrow Funds. (bii) Following its receipt from Buyer of If the Closing StatementActual Adjustment is a negative amount, Seller shall have thirty (30) days to review then within three Business Days after the Closing Statement and date on which the True-Up Amount and to inform Buyer in writing of any disagreement (the “Objection”) that it may have with the Closing Statement or the True-Up Amount, which objection shall specify in reasonable detail Seller’s disagreement with the Closing Statement or the True-Up Amount. Buyer agrees, at no cost to Seller, to give Seller and its authorized Representatives reasonable access to such employees, officers and other facilities and such books and records of Buyer and its Affiliates as are reasonably necessary to allow Seller and its authorized Representatives to review the Closing Statement and the True-Up Amount. If Buyer does not receive the Objection within such thirty (30) day period, the True-Up Amount and the other amounts set forth on the Closing Statement delivered Purchase Price is finally determined pursuant to Section 3.2(a2.6(a) above, Buyer and the Representative shall deliver joint written instructions to the Escrow Agent to release to WinDoor or its designee from the Adjustment Escrow Account the lesser of (x) the absolute value of the full amount of the Actual Adjustment and (y) the Escrow Amount; provided, that if the absolute value of the Actual Adjustment is less than the then-remaining Adjustment Escrow Funds, then the portion of the Adjustment Escrow Funds remaining following such release to WinDoor or its designee shall be deemed to have been accepted by Seller and shall become binding upon Seller. If Seller does timely deliver an Objection to Buyer, Buyer shall then have fifteen (15) days from the date of receipt of such Objection (the “Review Period”) to review and respond released to the Objection. Seller and Buyer shall attempt Representative simultaneously with such release to WinDoor or its designee as provided in good faith to resolve any disagreements with respect to the Closing Statement or Escrow Agreement; provided, further, that if the True-Up Amount. If they are unable to resolve all of their disagreements with respect to the Closing Statement or the True-Up Amount within twenty (20) days following the expiration of Buyer’s Review Period, they may refer, at the option of either Buyer or Seller, their differences to an internationally recognized firm of independent public accountants selected jointly by Buyer and Seller, which accountants shall determine, only with respect to the disagreements so submitted, whether and to what extent, if any, the amounts set forth on the Closing Statement or the True-Up Amount require adjustment. If Buyer and Seller are unable to so select the independent public accountants within twenty (20) days, either Buyer or Seller may thereafter request that the American Arbitration Association make such selection (as applicable, the firm selected by Buyer and Seller or the firm selected by the American Arbitration Association is herein referred to as the “CPA Firm”). Buyer and Seller shall direct the CPA Firm to use its reasonable best efforts to render its determination within thirty (30) days after the issue is first submitted to the CPA Firm. The CPA Firm’s determination shall be conclusive and binding upon Buyer and Seller. The fees and disbursements absolute value of the CPA Firm shall be borne by Buyer and Seller in inverse proportion as they may prevail on matters resolved by Actual Adjustment is greater than the CPA Firmthen-remaining Adjustment Escrow Funds, which proportionate allocations shall also be determined by the CPA Firm at the time the determination of the CPA Firm is rendered on the Closing Statement or the True-Up Amount. Buyer and Seller shall make readily available to the CPA Firm all relevant books and records relating to the Closing Statement and all other items reasonably requested by the CPA Firm. The Closing Statement and True-Up Amount as agreed to by Buyer and Seller or as determined by the CPA Firm shall be referred to as the “Final Closing Statement.” (c) In the event of a positive difference between the True-Up Amount on the Final Closing Statement and the Net Assets as set forth on the Base Statement, Buyer shall pay to Seller in cash then the amount of such differenceexcess, plus but not to exceed the Settlement Interest thereon. In the event of a negative difference between the Truethen-Up Amount on the Final Closing Statement and the Net Assets as set forth on the Base Statementremaining Indemnity Escrow Funds, Seller shall pay be released to Buyer from the Indemnity Escrow Account, as provided in cash the amount of such differenceEscrow Agreement, plus the Settlement Interest thereon. All amounts payable under this Section 3.2(c) shall be paid and, within five three (53) Business Days of Days, the determination of Sellers shall deposit, or cause to be deposited, into the Final Closing Statement Indemnity Escrow Account, by wire transfer of immediately available funds funds, an amount equal to a bank account designated in writing by the recipient not less than one (1) Business Day before such paymentamount so released to Buyer from the Indemnity Escrow Account.

Adjustment to Estimated Purchase Price. (ai) If the Actual Adjustment Amount is positive, Buyer shall prepare shall, within three Business Days after the date on which the Purchase Price is finally determined pursuant to this Section 1.7, issue and deliver to Seller within forty-five each Stockholder Additional Shares having a value (45based on the Buyer Common Share Value) days following the Closing Date a statement (the “Closing Statement”), which will utilize the same accounting methods, policies, practices, procedures and adjustments as were used in the preparation equal to its Pro Rata Portion of the Base StatementActual Adjustment Amount, and which shall set forth or at Buyer’s election, in reasonable detail the Net Assets lieu of delivering additional Buyer Common Shares, Buyer may pay to each Stockholder all or a portion of its Pro Rata Portion of the Business as of the close of business on the date immediately prior to the Closing Date (the “True-Up Amount”). (b) Following its receipt from Buyer of the Closing Statement, Seller shall have thirty (30) days to review the Closing Statement and the True-Up Actual Adjustment Amount and to inform Buyer in writing of any disagreement (the “Objection”) that it may have with the Closing Statement or the True-Up Amount, which objection shall specify in reasonable detail Seller’s disagreement with the Closing Statement or the True-Up Amount. Buyer agrees, at no cost to Seller, to give Seller and its authorized Representatives reasonable access to such employees, officers and other facilities and such books and records of Buyer and its Affiliates as are reasonably necessary to allow Seller and its authorized Representatives to review the Closing Statement and the True-Up Amount. If Buyer does not receive the Objection within such thirty (30) day period, the True-Up Amount and the other amounts set forth on the Closing Statement delivered pursuant to Section 3.2(a) shall be deemed to have been accepted by Seller and shall become binding upon Seller. If Seller does timely deliver an Objection to Buyer, Buyer shall then have fifteen (15) days from the date of receipt of such Objection (the “Review Period”) to review and respond to the Objection. Seller and Buyer shall attempt in good faith to resolve any disagreements with respect to the Closing Statement or the True-Up Amount. If they are unable to resolve all of their disagreements with respect to the Closing Statement or the True-Up Amount within twenty (20) days following the expiration of Buyer’s Review Period, they may refer, at the option of either Buyer or Seller, their differences to an internationally recognized firm of independent public accountants selected jointly by Buyer and Seller, which accountants shall determine, only with respect to the disagreements so submitted, whether and to what extent, if any, the amounts set forth on the Closing Statement or the True-Up Amount require adjustment. If Buyer and Seller are unable to so select the independent public accountants within twenty (20) days, either Buyer or Seller may thereafter request that the American Arbitration Association make such selection (as applicable, the firm selected by Buyer and Seller or the firm selected by the American Arbitration Association is herein referred to as the “CPA Firm”). Buyer and Seller shall direct the CPA Firm to use its reasonable best efforts to render its determination within thirty (30) days after the issue is first submitted to the CPA Firm. The CPA Firm’s determination shall be conclusive and binding upon Buyer and Seller. The fees and disbursements of the CPA Firm shall be borne by Buyer and Seller in inverse proportion as they may prevail on matters resolved by the CPA Firm, which proportionate allocations shall also be determined by the CPA Firm at the time the determination of the CPA Firm is rendered on the Closing Statement or the True-Up Amount. Buyer and Seller shall make readily available to the CPA Firm all relevant books and records relating to the Closing Statement and all other items reasonably requested by the CPA Firm. The Closing Statement and True-Up Amount as agreed to by Buyer and Seller or as determined by the CPA Firm shall be referred to as the “Final Closing Statement.” (c) In the event of a positive difference between the True-Up Amount on the Final Closing Statement and the Net Assets as set forth on the Base Statement, Buyer shall pay to Seller in cash the amount of such difference, plus the Settlement Interest thereon. In the event of a negative difference between the True-Up Amount on the Final Closing Statement and the Net Assets as set forth on the Base Statement, Seller shall pay to Buyer in cash the amount of such difference, plus the Settlement Interest thereon. All amounts payable under this Section 3.2(c) shall be paid within five (5) Business Days of the determination of the Final Closing Statement by wire transfer of immediately available funds to a bank account the accounts designated in writing by the recipient not Stockholders’ Representative. In addition, Buyer and the Stockholders’ Representative shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to each Continuing Stockholder the Buyer Common Shares set forth next to such Continuing Stockholder’s name under the column “Holdback Amount” on the Closing Statement. (ii) If the Actual Adjustment Amount is negative, then within three Business Days after the date on which the Purchase Price is finally determined pursuant to this Section 1.7, Buyer and the Stockholders’ Representative shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to: (A) if the absolute value of such negative amount equals or exceeds the Holdback Amount, disburse to Buyer all of the Buyer Common Shares comprising the Holdback Amount for immediate cancellation of such Buyer Common Shares and (B) if the absolute value of such negative amount is less than one the Holdback Amount (such difference, the “Holdback Excess Amount”), release (1) Business Day before to Buyer a portion of the Buyer Common Shares comprising the Holdback Amount equal to the absolute value of such paymentnegative amount (based on the Buyer Common Share Value) for immediate cancellation of such Buyer Common Shares and (2) to each Continuing Stockholder, Buyer Common Shares equal to the product of (I) the Buyer Common Shares set forth next to such Continuing Stockholder’s name under the column “Holdback Amount” on the Closing Statement, multiplied by (II) (x) the Holdback Excess Amount, divided by (y) the Holdback Amount. Notwithstanding anything to the contrary contained herein, the Holdback Amount shall be the sole source of recovery for any payment required to be made pursuant to this Section 1.7(e)(ii).

Adjustment to Estimated Purchase Price. (ai) Buyer If the Actual Adjustment is a positive amount, (x) Parent shall prepare and deliver pay or cause the Company to Seller within forty-five (45) days following the Closing Date a statement (the “Closing Statement”)pay, which will utilize the same accounting methods, policies, practices, procedures and adjustments as were used in the preparation of the Base Statement, and which shall set forth in reasonable detail the Net Assets of the Business as of the close of business on the date immediately prior to the Closing Date Company Stockholders and Optionholders (the “True-Up Amount”). (bpro rata based upon such Person’s Pro Rata Share) Following its receipt from Buyer of the Closing Statement, Seller shall have thirty (30) days to review the Closing Statement and the True-Up Amount and to inform Buyer in writing of any disagreement (the “Objection”) that it may have with the Closing Statement or the True-Up Amount, which objection shall specify in reasonable detail Seller’s disagreement with the Closing Statement or the True-Up Amount. Buyer agrees, at no cost to Seller, to give Seller and its authorized Representatives reasonable access an amount equal to such employees, officers and other facilities and such books and records of Buyer and its Affiliates as are reasonably necessary to allow Seller and its authorized Representatives to review the Closing Statement and the True-Up Amount. If Buyer does not receive the Objection within such thirty (30) day period, the True-Up Amount and the other amounts set forth on the Closing Statement delivered pursuant to Section 3.2(a) shall be deemed to have been accepted by Seller and shall become binding upon Seller. If Seller does timely deliver an Objection to Buyer, Buyer shall then have fifteen (15) days from the date of receipt of such Objection (the “Review Period”) to review and respond to the Objection. Seller and Buyer shall attempt in good faith to resolve any disagreements with respect to the Closing Statement or the True-Up Amount. If they are unable to resolve all of their disagreements with respect to the Closing Statement or the True-Up Amount within twenty (20) days following the expiration of Buyer’s Review Period, they may refer, at the option of either Buyer or Seller, their differences to an internationally recognized firm of independent public accountants selected jointly by Buyer and Seller, which accountants shall determine, only with respect to the disagreements so submitted, whether and to what extentpositive amount, if any, (1) in the amounts set forth on the Closing Statement or the True-Up Amount require adjustment. If Buyer and Seller are unable to so select the independent public accountants within twenty (20) days, either Buyer or Seller may thereafter request that the American Arbitration Association make such selection (as applicable, the firm selected by Buyer and Seller or the firm selected by the American Arbitration Association is herein referred to as the “CPA Firm”). Buyer and Seller shall direct the CPA Firm to use its reasonable best efforts to render its determination within thirty (30) days after the issue is first submitted to the CPA Firm. The CPA Firm’s determination shall be conclusive and binding upon Buyer and Seller. The fees and disbursements case of the CPA Firm shall be borne Company Stockholders, by Buyer and Seller in inverse proportion as they may prevail on matters resolved by the CPA Firmwire transfer or delivery of immediately available funds, which proportionate allocations shall also be determined by the CPA Firm at the time the determination of the CPA Firm is rendered on the Closing Statement or the True-Up Amount. Buyer and Seller shall make readily available to the CPA Firm all relevant books and records relating to the Closing Statement and all other items reasonably requested by the CPA Firm. The Closing Statement and True-Up Amount as agreed to by Buyer and Seller or as determined by the CPA Firm shall be referred to as the “Final Closing Statement.” within three (c) In the event of a positive difference between the True-Up Amount on the Final Closing Statement and the Net Assets as set forth on the Base Statement, Buyer shall pay to Seller in cash the amount of such difference, plus the Settlement Interest thereon. In the event of a negative difference between the True-Up Amount on the Final Closing Statement and the Net Assets as set forth on the Base Statement, Seller shall pay to Buyer in cash the amount of such difference, plus the Settlement Interest thereon. All amounts payable under this Section 3.2(c) shall be paid within five (53) Business Days after the date on which the Purchase Price is finally determined pursuant to this Section 2.3 and (2) in the case of the determination Optionholders, the Company will promptly process such amounts through the Company’s payroll, less any Tax deductions or withholdings required under applicable Law and (y) simultaneously therewith, Parent and the Representative shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release the Adjustment Escrow Amount from the Adjustment Escrow Account to the Company Stockholders and Optionholders (pro rata based upon such Person’s Pro Rata Share); provided that any amounts payable to the Optionholders will be released to the Company which in turn will promptly process such amounts through the Company’s payroll, less any Tax deductions or withholdings required under applicable Law. (ii) If the Actual Adjustment is a negative amount, then within three (3) Business Days after the date on which the Purchase Price is finally determined pursuant to this Section 2.3, Parent and the Representative shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to deliver to Parent an amount equal to the absolute value of such negative amount out of the Final Closing Statement by wire transfer Adjustment Escrow Amount; provided that if the absolute value of immediately available funds to a bank account designated in writing by the recipient not Actual Adjustment is less than one (1) Business Day before the Adjustment Escrow Amount, then simultaneously with the delivery of such paymentjoint written instructions, Parent and the Representative shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release any excess funds remaining in the Adjustment Escrow Account to the Representative; provided, further, that if the absolute value of the Actual Adjustment is greater than the Adjustment Escrow Amount, then Parent and the Representative shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to deliver the full amount of the Adjustment Escrow Account to Parent.

Adjustment to Estimated Purchase Price. (ai) Buyer If the Actual Adjustment is a positive amount, (A) Parent shall prepare and deliver pay, or cause the Surviving Corporation to Seller within forty-five pay, to the Payments Administrator, for distribution to each of the Company Stockholders (45) days following the Closing Date a statement (the “Closing Statement”pro rata based upon such Person’s Pro Rata Share), which will utilize other than the same accounting methodsDissenting Stockholders, policiesan amount equal to such positive amount with respect to such Person’s Pro Rata Share, practicesby wire transfer or delivery of immediately available funds, procedures and adjustments as were used in the preparation of the Base Statement, and which shall set forth in reasonable detail the Net Assets of the within three (3) Business as of the close of business on Days after the date immediately prior on which the Purchase Price is finally determined pursuant to Section 2.9(b) and (B) simultaneously therewith, Parent and the Stockholders’ Representative shall deliver joint written instructions to the Closing Date Escrow Agent instructing the Escrow Agent to release the Adjustment Escrow Amount from the Adjustment Escrow Account to the Payments Administrator, for further distribution to the Company Stockholders (pro rata based upon such Person’s Pro Rata Share), other than the “True-Up Amount”)Dissenting Stockholders. (bii) Following its receipt from Buyer of If the Closing StatementActual Adjustment is a negative amount, Seller shall have thirty then within three (303) days to review Business Days after the Closing Statement and date on which the True-Up Amount and to inform Buyer in writing of any disagreement (the “Objection”) that it may have with the Closing Statement or the True-Up Amount, which objection shall specify in reasonable detail Seller’s disagreement with the Closing Statement or the True-Up Amount. Buyer agrees, at no cost to Seller, to give Seller and its authorized Representatives reasonable access to such employees, officers and other facilities and such books and records of Buyer and its Affiliates as are reasonably necessary to allow Seller and its authorized Representatives to review the Closing Statement and the True-Up Amount. If Buyer does not receive the Objection within such thirty (30) day period, the True-Up Amount and the other amounts set forth on the Closing Statement delivered Purchase Price is finally determined pursuant to Section 3.2(a) 2.9(b), Parent and the Stockholders’ Representative shall be deemed deliver joint written instructions to have been accepted by Seller and shall become binding upon Seller. If Seller does timely the Escrow Agent instructing the Escrow Agent to deliver to Parent an Objection amount equal to Buyer, Buyer shall then have fifteen (15) days from the date of receipt absolute value of such Objection (negative amount out of the “Review Period”) to review Adjustment Escrow Amount; provided, however, that if the Actual Adjustment is less than the Adjustment Escrow Amount, then simultaneously with the delivery of such joint written instructions, Parent and respond the Stockholders’ Representative shall deliver joint written instructions to the Objection. Seller and Buyer shall attempt in good faith Escrow Agent instructing the Escrow Agent to resolve any disagreements with respect release to the Closing Statement or the True-Up Amount. If they are unable to resolve all of their disagreements with respect Payments Administrator, for further distribution to the Closing Statement or Company Stockholders (pro rata based upon such Person’s Pro Rata Share), other than the True-Up Amount within twenty (20) days following Dissenting Stockholders, any excess funds remaining in the expiration of Buyer’s Review Period, they may refer, at the option of either Buyer or Seller, their differences to an internationally recognized firm of independent public accountants selected jointly by Buyer and Seller, which accountants shall determine, only with respect to the disagreements so submitted, whether and to what extent, if any, the amounts set forth on the Closing Statement or the True-Up Amount require adjustment. If Buyer and Seller are unable to so select the independent public accountants within twenty (20) days, either Buyer or Seller may thereafter request that the American Arbitration Association make such selection (as applicable, the firm selected by Buyer and Seller or the firm selected by the American Arbitration Association is herein referred to as the “CPA Firm”). Buyer and Seller shall direct the CPA Firm to use its reasonable best efforts to render its determination within thirty (30) days after the issue is first submitted to the CPA Firm. The CPA Firm’s determination shall be conclusive and binding upon Buyer and Seller. The fees and disbursements of the CPA Firm shall be borne by Buyer and Seller in inverse proportion as they may prevail on matters resolved by the CPA Firm, which proportionate allocations shall also be determined by the CPA Firm at the time the determination of the CPA Firm is rendered on the Closing Statement or the True-Up Amount. Buyer and Seller shall make readily available to the CPA Firm all relevant books and records relating to the Closing Statement and all other items reasonably requested by the CPA Firm. The Closing Statement and True-Up Amount as agreed to by Buyer and Seller or as determined by the CPA Firm shall be referred to as the “Final Closing StatementAdjustment Escrow Account.” (c) In the event of a positive difference between the True-Up Amount on the Final Closing Statement and the Net Assets as set forth on the Base Statement, Buyer shall pay to Seller in cash the amount of such difference, plus the Settlement Interest thereon. In the event of a negative difference between the True-Up Amount on the Final Closing Statement and the Net Assets as set forth on the Base Statement, Seller shall pay to Buyer in cash the amount of such difference, plus the Settlement Interest thereon. All amounts payable under this Section 3.2(c) shall be paid within five (5) Business Days of the determination of the Final Closing Statement by wire transfer of immediately available funds to a bank account designated in writing by the recipient not less than one (1) Business Day before such payment.

Adjustment to Estimated Purchase Price. (a) Buyer Within 90 days following the Closing Date, Seller shall prepare and deliver to Seller within forty-five (45) days following the Closing Date Buyer a statement (the “Closing Statement”), which will utilize utilizing the same accounting methods, policies, practices, procedures and adjustments as were used in the preparation of the Base StatementStatement (and otherwise in accordance with GAAP, with such exceptions to GAAP as indicated on Schedule 1.1(a)) and which shall set forth in reasonable detail the Net Assets amount of Working Capital of the Business as of the close of business 12:01 a.m. on the date immediately prior to the Closing Date (as well as the “True-Up Amount”adjustments contemplated in Section 6.8), and a calculation of the adjustment to the Estimated Purchase Price that is payable based upon the difference between the Working Capital Target and the Working Capital in the Closing Statement. Buyer agrees, at no cost to Seller, to give Seller and its authorized representatives reasonable access to such employees, officers and other facilities and such books and records of Buyer and the Subsidiaries as are reasonably necessary to allow Seller and its authorized representatives to prepare the Closing Statement. The Closing Statement shall be prepared in accordance with Schedule 1.1(a). The Base Statement was prepared using the same accounting methods, policies, practices, procedures and adjustments as were used in the preparation of the Financial Statements and otherwise in accordance with GAAP (and with such exceptions to GAAP as indicated on Schedule 1.1(a)). (b) Following its receipt from Buyer Seller of the Closing Statement, Seller Buyer shall have thirty (30) days 15 Business Days to review the Closing Statement and the True-Up Amount and to inform Buyer Seller in writing of any disagreement (the “Objection”) that it may have with the Closing Statement or the True-Up AmountStatement, which objection shall specify in reasonable detail SellerBuyer’s disagreement with the Closing Statement or the True-Up Amount. Buyer agrees, at no cost to Seller, to give Seller and its authorized Representatives reasonable access to such employees, officers and other facilities and such books and records of Buyer and its Affiliates as are reasonably necessary to allow Seller and its authorized Representatives to review the Closing Statement and the True-Up AmountStatement. If Buyer Seller does not receive the Objection within such thirty (30) day 15-Business Day period, the True-Up Amount and the other amounts amount of Working Capital set forth on the Closing Statement delivered pursuant to Section 3.2(a) shall be deemed to have been accepted by Seller Buyer and shall become binding upon SellerBuyer. If Seller Buyer does timely deliver an Objection to BuyerSeller, Buyer Seller shall then have fifteen (15) days 15 Business Days from the date of receipt of such Objection (the “Review Period”) to review and respond to the Objection. Buyer and Seller and Buyer shall attempt in good faith to resolve any disagreements with respect to the determination of the Working Capital of the Business as of the Closing Statement Date or the True-Up Amountamount of the adjustment to the Estimated Purchase Price. If they are unable to resolve all of their disagreements with respect to the determination of Working Capital of the Business as of the Closing Statement Date or the True-Up Amount amount of the adjustment to the Estimated Purchase Price within twenty (20) days 15 Business Days following the expiration of BuyerSeller’s Review Period, they may refer, at the option of either Buyer or Seller, their differences to an Ernst & Young, or if Ernst & Young declines to accept such engagement, another internationally recognized firm of independent public accountants selected jointly by Buyer and Seller, which accountants shall determine, only with respect to the disagreements so submitted, whether and to what extent, if any, the amounts amount of Working Capital of the Business as of the Closing Date set forth on in the Closing Statement or the True-Up Amount require requires adjustment. If Buyer and Seller are unable to so select the independent public accountants within twenty (20) days15 Business Days of Ernst & Young declining to accept such engagement, either Buyer or Seller may thereafter request that the American Arbitration Association make such selection (as applicable, Ernst & Young, the firm selected by Buyer and Seller or the firm selected by the American Arbitration Association is herein referred to as the “CPA Firm”). Buyer and Seller shall direct the CPA Firm to use its reasonable best efforts to render its determination within thirty (30) 30 days after the issue is first submitted to the CPA Firm. The CPA Firm’s determination shall be conclusive and binding upon Buyer and Seller. The fees and disbursements of the CPA Firm shall be borne shared equally by Buyer and Seller in inverse proportion as they may prevail on matters resolved by the CPA Firm, which proportionate allocations shall also be determined by the CPA Firm at the time the determination of the CPA Firm is rendered on the Closing Statement or the True-Up AmountSeller. Buyer and Seller shall make readily available to the CPA Firm all relevant books and records relating to the Closing Statement and all other items reasonably requested by the CPA Firm. The Closing Statement and True-Up Amount as agreed to by Buyer and Seller or as determined by the CPA Firm shall be referred to as the “Final Closing Statement.” (c) ” In the event of a positive difference between the True-Up Amount Working Capital on the Final Closing Statement and from the Net Assets as set forth on the Base StatementWorking Capital Target, Buyer shall pay to Seller in cash the amount of such difference, plus the Settlement Interest thereon. In the event of a negative difference between the True-Up Amount Working Capital Target from the Working Capital on the Final Closing Statement and the Net Assets as set forth on the Base Statement, Seller shall pay to Buyer in cash the amount of such difference, plus the Settlement Interest thereon. All amounts payable under this Section 3.2(c) shall be paid within five (5) Business Days of the determination of the Final Closing Statement by wire transfer of immediately available funds to a bank account in the United States of America designated in writing by the recipient not less than one (1) Business Day before such payment.

Adjustment to Estimated Purchase Price. (ai) Buyer shall prepare and deliver to Seller If the Actual Adjustment is a positive amount, then within forty-five three (453) days following the Closing Date a statement (the “Closing Statement”), which will utilize the same accounting methods, policies, practices, procedures and adjustments as were used in the preparation of the Base Statement, and which shall set forth in reasonable detail the Net Assets of the Business as of the close of business on Days after the date immediately prior to on which the Closing Date (the “True-Up Amount”). (b) Following its receipt from Buyer of the Closing Statement, Seller shall have thirty (30) days to review the Closing Statement and the True-Up Amount and to inform Buyer in writing of any disagreement (the “Objection”) that it may have with the Closing Statement or the True-Up Amount, which objection shall specify in reasonable detail Seller’s disagreement with the Closing Statement or the True-Up Amount. Buyer agrees, at no cost to Seller, to give Seller and its authorized Representatives reasonable access to such employees, officers and other facilities and such books and records of Buyer and its Affiliates as are reasonably necessary to allow Seller and its authorized Representatives to review the Closing Statement and the True-Up Amount. If Buyer does not receive the Objection within such thirty (30) day period, the True-Up Amount and the other amounts set forth on the Closing Statement delivered Purchase Price is finally determined pursuant to Section 3.2(a2.12(b), (A) Parent and the Representative shall be deemed to have been accepted by Seller and shall become binding upon Seller. If Seller does timely deliver an Objection to Buyer, Buyer shall then have fifteen (15) days from the date of receipt of such Objection (the “Review Period”) to review and respond joint written instructions to the Objection. Seller and Buyer shall attempt Escrow Agent instructing the Escrow Agent to release any excess funds then remaining in good faith to resolve any disagreements with respect the Adjustment Escrow Account to the Closing Statement Sellers in accordance with the Allocation Schedule and (B) Parent shall pay, or shall cause the True-Up Amount. If they are unable Company to resolve all of their disagreements with respect pay, to the Closing Statement or the True-Up Amount within twenty Representative (20) days following the expiration of Buyer’s Review Period, they may refer, at the option of either Buyer or Seller, their differences to an internationally recognized firm of independent public accountants selected jointly by Buyer and Seller, which accountants shall determine, only with respect for further distribution to the disagreements so submitted, whether and to what extent, if any, Sellers in accordance with the amounts set forth on the Closing Statement or the True-Up Amount require adjustment. If Buyer and Seller are unable to so select the independent public accountants within twenty (20Allocation Schedule) days, either Buyer or Seller may thereafter request that the American Arbitration Association make such selection (as applicable, the firm selected by Buyer and Seller or the firm selected by the American Arbitration Association is herein referred to as the “CPA Firm”). Buyer and Seller shall direct the CPA Firm to use its reasonable best efforts to render its determination within thirty (30) days after the issue is first submitted to the CPA Firm. The CPA Firm’s determination shall be conclusive and binding upon Buyer and Seller. The fees and disbursements of the CPA Firm shall be borne by Buyer and Seller in inverse proportion as they may prevail on matters resolved by the CPA Firm, which proportionate allocations shall also be determined by the CPA Firm at the time the determination of the CPA Firm is rendered on the Closing Statement or the True-Up Amount. Buyer and Seller shall make readily available to the CPA Firm all relevant books and records relating to the Closing Statement and all other items reasonably requested by the CPA Firm. The Closing Statement and True-Up Amount as agreed to by Buyer and Seller or as determined by the CPA Firm shall be referred to as the “Final Closing Statement.” (c) In the event of a positive difference between the True-Up Amount on the Final Closing Statement and the Net Assets as set forth on the Base Statement, Buyer shall pay to Seller in cash the amount of such difference, plus the Settlement Interest thereon. In the event of a negative difference between the True-Up Amount on the Final Closing Statement and the Net Assets as set forth on the Base Statement, Seller shall pay to Buyer Actual Adjustment in cash the amount of such difference, plus the Settlement Interest thereon. All amounts payable under this Section 3.2(c) shall be paid within five (5) Business Days of the determination of the Final Closing Statement by wire transfer of immediately available funds to a bank an account designated in writing specified by the recipient not Representative. (ii) If the Actual Adjustment is a negative amount, then within three (3) Business Days after the date on which the Purchase Price is finally determined pursuant to Section 2.12(b), Parent and the Representative shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to deliver to Parent an amount equal to the absolute value of the Actual Adjustment from the Adjustment Escrow Funds; provided that if the absolute value of the Actual Adjustment is less than one the Adjustment Escrow Amount, then simultaneously with the delivery of such joint written instructions, the Parties shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release any excess funds then remaining in the Adjustment Escrow Account to the Sellers in accordance with the Allocation Schedule. Notwithstanding anything contained herein to the contrary, the Adjustment Escrow Amount shall serve as the sole and exclusive source of recovery for any amounts owed to Parent in connection with the final determination of the Purchase Price and Actual Adjustment pursuant to any provision of this Section 2.12. (1iii) Business Day before such paymentAny amounts which become payable pursuant to this Section 2.12 will constitute an adjustment to the Purchase Price for all purposes hereunder to the extent permitted by Applicable Law.

Adjustment to Estimated Purchase Price. (ai) If the Actual Adjustment is a positive amount, then (A) Buyer shall prepare pay (or shall cause to be paid) to Sellers’ Representative an amount in cash equal to such positive amount and deliver to Seller within forty-five (45B) days following the Closing Date a statement (the “Closing Statement”), which will utilize the same accounting methods, policies, practices, procedures and adjustments as were used all funds remaining in the preparation of the Base Statement, and which Adjustment Escrow Account shall set forth in reasonable detail the Net Assets of the Business as of the close of business on the date immediately prior be released to the Closing Date (the “True-Up Amount”). (b) Following its receipt from Buyer of the Closing Statement, Seller shall have thirty (30) days to review the Closing Statement and the True-Up Amount and to inform Buyer in writing of any disagreement (the “Objection”) that it may have with the Closing Statement or the True-Up Amount, which objection shall specify in reasonable detail Seller’s disagreement with the Closing Statement or the True-Up AmountSellers’ Representative. Buyer agreesand Sellers’ Representative shall take all actions required to cause the Escrow Agent to make all disbursements, at no cost to Seller, to give Seller and its authorized Representatives reasonable access to such employees, officers and other facilities and such books and records of Buyer and its Affiliates as are reasonably necessary to allow Seller and its authorized Representatives to review the Closing Statement and the True-Up Amount. If Buyer does not receive the Objection within such thirty (30) day period, the True-Up Amount and the other amounts set forth on the Closing Statement delivered pursuant to Section 3.2(a) shall be deemed to have been accepted by Seller and shall become binding upon Seller. If Seller does timely deliver an Objection to Buyer, Buyer shall then have fifteen (15) days from the date of receipt of such Objection (the “Review Period”) to review and respond to the Objection. Seller and Buyer shall attempt in good faith make (or cause to resolve any disagreements with respect be made) all payments, required pursuant to the Closing Statement or the True-Up Amount. If they are unable to resolve all of their disagreements with respect to the Closing Statement or the True-Up Amount within twenty (20) days following the expiration of Buyer’s Review Period, they may refer, at the option of either Buyer or Seller, their differences to an internationally recognized firm of independent public accountants selected jointly by Buyer and Seller, which accountants shall determine, only with respect to the disagreements so submitted, whether and to what extent, if any, the amounts set forth on the Closing Statement or the True-Up Amount require adjustment. If Buyer and Seller are unable to so select the independent public accountants within twenty (20) days, either Buyer or Seller may thereafter request that the American Arbitration Association make such selection (as applicable, the firm selected by Buyer and Seller or the firm selected by the American Arbitration Association is herein referred to as the “CPA Firm”). Buyer and Seller shall direct the CPA Firm to use its reasonable best efforts to render its determination within thirty (30) days after the issue is first submitted to the CPA Firm. The CPA Firm’s determination shall be conclusive and binding upon Buyer and Seller. The fees and disbursements of the CPA Firm shall be borne by Buyer and Seller in inverse proportion as they may prevail on matters resolved by the CPA Firm, which proportionate allocations shall also be determined by the CPA Firm at the time the determination of the CPA Firm is rendered on the Closing Statement or the True-Up Amount. Buyer and Seller shall make readily available to the CPA Firm all relevant books and records relating to the Closing Statement and all other items reasonably requested by the CPA Firm. The Closing Statement and True-Up Amount as agreed to by Buyer and Seller or as determined by the CPA Firm shall be referred to as the “Final Closing Statement.” (c) In the event of a positive difference between the True-Up Amount on the Final Closing Statement and the Net Assets as set forth on the Base Statement, Buyer shall pay to Seller in cash the amount of such difference, plus the Settlement Interest thereon. In the event of a negative difference between the True-Up Amount on the Final Closing Statement and the Net Assets as set forth on the Base Statement, Seller shall pay to Buyer in cash the amount of such difference, plus the Settlement Interest thereon. All amounts payable under this Section 3.2(c) shall be paid within five (5) Business Days of the determination of the Final Closing Statement 2.4(c)(i), by wire transfer of immediately available funds (to a bank an account designated by Sellers’ Representative to Buyer) within three (3) Business Days after the date on which the Purchase Price is finally determined pursuant to Section 2.4(b) above. (ii) If the Actual Adjustment is a negative amount, then Buyer shall be entitled to receive a cash disbursement from the Adjustment Escrow Amount equal to such negative amount, and, if such disbursement is insufficient to satisfy the entire amount of the Actual Adjustment, then Buyer, at its option, may collect the Actual Adjustment from the Indemnity Escrow Amount. Notwithstanding anything to the contrary in writing this Agreement, after all disbursements required to be made to Buyer pursuant to this Section 2.4(c)(ii) have been made by the recipient not less than one Escrow Agent, if any funds remain in the Adjustment Escrow Account, such remaining funds shall be disbursed to Sellers’ Representative (1on behalf of the Sellers). The Parties shall take all actions required to cause the Escrow Agent to make all disbursements required pursuant to this Section 2.4(c)(ii) by wire transfer of immediately available funds (to the applicable accounts designated by Buyer and Sellers’ Representative, as applicable) within three (3) Business Day before such paymentDays after the date on which the Purchase Price is finally determined pursuant to Section 2.4(b).

Adjustment to Estimated Purchase Price. (a) Buyer Within 90 days following the Closing Date, Seller shall prepare and deliver to Seller within forty-five (45) days following the Closing Date Buyer a statement (the “Closing Statement”), which will utilize utilizing the same accounting methods, policies, practices, procedures and adjustments as were used in the preparation of the Base StatementStatement (and otherwise in accordance with GAAP, with such exceptions to GAAP as indicated on Schedule 1.1(a)) and which shall set forth in reasonable detail the Net Assets amount of Working Capital of the Business as of the close of business 12:01 a.m. on the date immediately prior to the Closing Date (as well as the “True-Up Amount”adjustments contemplated in Section 6.8), and a calculation of the adjustment to the Estimated Purchase Price that is payable based upon the difference between the Working Capital Target and the Working Capital in the Closing Statement. Buyer agrees, at no cost to Seller, to give Seller and its authorized representatives reasonable access to such employees, officers and other facilities and such books and records of Buyer and the Subsidiaries as are reasonably necessary to allow Seller and its authorized representatives to prepare the Closing Statement. The Closing Statement shall be prepared in accordance with Schedule 1.1(a). The Base Statement was prepared using the same accounting methods, policies, practices, procedures and adjustments as were used in the preparation of the Financial Statements and otherwise in accordance with GAAP (and with such exceptions to GAAP as indicated on Schedule 1.1(a)). (b) Following its receipt from Buyer Seller of the Closing Statement, Seller Buyer shall have thirty (30) days 15 Business Days to review the Closing Statement and the True-Up Amount and to inform Buyer Seller in writing of any disagreement (the “Objection”) that it may have with the Closing Statement or the True-Up AmountStatement, which objection shall specify in reasonable detail SellerBuyer’s disagreement with the Closing Statement or the True-Up Amount. Buyer agrees, at no cost to Seller, to give Seller and its authorized Representatives reasonable access to such employees, officers and other facilities and such books and records of Buyer and its Affiliates as are reasonably necessary to allow Seller and its authorized Representatives to review the Closing Statement and the True-Up AmountStatement. If Buyer Seller does not receive the Objection within such thirty (30) day 15-Business Day period, the True-Up Amount and the other amounts amount of Working Capital set forth on the Closing Statement delivered pursuant to Section 3.2(a) shall be deemed to have been accepted by Seller Buyer and shall become binding upon SellerBuyer. If Seller Buyer does timely deliver an Objection to BuyerSeller, Buyer Seller shall then have fifteen (15) days 15 Business Days from the date of receipt of such Objection (the “Review Period”) to review and respond to the Objection. Buyer and Seller and Buyer shall attempt in good faith to resolve any disagreements with respect to the determination of the Working Capital of the Business as of the Closing Statement Date or the True-Up Amountamount of the adjustment to the Estimated Purchase Price. If they are unable to resolve all of their disagreements with respect to the determination of Working Capital of the Business as of the Closing Statement Date or the True-Up Amount amount of the adjustment to the Estimated Purchase Price within twenty (20) days 15 Business Days following the expiration of BuyerSeller’s Review Period, they may refer, at the option of either Buyer or Seller, their differences to an Ernst & Young, or if Ernst & Young declines to accept such engagement, another internationally recognized firm of independent public accountants selected jointly by Buyer and Seller, which accountants shall determine, only with respect to the disagreements so submitted, whether and to what extent, if any, the amounts amount of Working Capital of the Business as of the Closing Date set forth on in the Closing Statement or the True-Up Amount require requires adjustment. If Buyer and Seller are unable to so select the independent public accountants within twenty (20) days15 Business Days of Ernst & Young declining to accept such engagement, either Buyer or Seller may thereafter request that the American Arbitration Association make such selection (as applicable, Ernst & Young, the firm selected by Buyer and Seller or the firm selected by the American Arbitration Association is herein referred to as the “CPA Firm”). Buyer and Seller shall direct the CPA Firm to use its reasonable best efforts to render its determination within thirty (30) 30 days after the issue is first submitted to the CPA Firm. The CPA Firm’s determination shall be conclusive and binding upon Buyer and Seller. The fees and disbursements of the CPA Firm shall be borne shared equally by Buyer and Seller in inverse proportion as they may prevail on matters resolved by the CPA Firm, which proportionate allocations shall also be determined by the CPA Firm at the time the determination of the CPA Firm is rendered on the Closing Statement or the True-Up AmountSeller. Buyer and Seller shall make readily available to the CPA Firm all relevant books and records relating to the Closing Statement and all other items reasonably requested by the CPA Firm. The Closing Statement and True-Up Amount as agreed to by Buyer and Seller or as determined by the CPA Firm shall be referred to as the “Final Closing Statement.” (c) In the event of a positive difference between the True-Up Amount Working Capital on the Final Closing Statement and from the Net Assets as set forth on the Base StatementWorking Capital Target, Buyer shall pay to Seller in cash the amount of such difference, plus the Settlement Interest thereon. In the event of a negative difference between the True-Up Amount Working Capital Target from the Working Capital on the Final Closing Statement and the Net Assets as set forth on the Base Statement, Seller shall pay to Buyer in cash the amount of such difference, plus the Settlement Interest thereon. All amounts payable under this Section 3.2(c) shall be paid within five (5) Business Days of the determination of the Final Closing Statement by wire transfer of immediately available funds to a bank account in the United States of America designated in writing by the recipient not less than one (1) Business Day before such payment.