Common use of Adjustments of Purchase Price Clause in Contracts

Adjustments of Purchase Price. (1) Solely for purposes of facilitating the calculation of the cash due Buyer or Seller, as applicable, on the Closing Date, Seller shall provide to Buyer, five (5) Business Days before the Closing Date, the Draft Closing Statement. (2) On or before 12:00 noon E.D.T. on the thirtieth (30th) calendar day following the Closing Date (the “Adjustment Date”), Seller shall deliver to Buyer the Final Closing Statement and Seller shall make available to Buyer such work papers, schedules and other supporting data used to calculate and prepare the Final Closing Statement and as may be requested by Buyer to enable Buyer to verify such determinations set forth in the Final Closing Statement. (3) If, within forty-five (45) calendar days following the date of receipt by Buyer of the Final Closing Statement, Buyer does not dispute any items contained in the Final Closing Statement or omitted therefrom, then the Final Closing Statement shall be final and binding upon the parties. In the event that Buyer disputes any items contained in the Final Closing Statement or omitted therefrom, such disputes shall be resolved in the following manner: (A) Buyer shall notify Seller, in writing (the “Notice of Disagreement”) of such dispute within forty-five (45) calendar days after Buyer’s receipt of the Final Closing Statement, which notice shall specify in reasonable detail the nature of the dispute, indicating those specific items that are in dispute (the “Disputed Items”). To the extent that Buyer provides a Notice of Disagreement within such 45-day period, all items that are not Disputed Items shall be final, binding and conclusive for all purposes hereunder. (B) During the 30-day period following Seller’s receipt of a Notice of Disagreement from Buyer, Seller and Buyer shall use commercially reasonable efforts to resolve any Disputed Items. If, at the end of such 30-day period, the parties have reached written agreement with respect to all matters covered by a Notice of Disagreement, the Final Closing Statement shall be adjusted to reflect such written agreement and shall become final and binding upon the parties hereto. (C) If, at the end of the 30-day period specified in subsection (b)(3)(B) above, Buyer and Seller shall have failed to reach a written agreement with respect to all or a portion of such Disputed Items (those Disputed Items that remain in dispute at the end of such period are the “Unresolved Changes”), then Buyer and Seller shall promptly refer only those Unresolved Changes to a mutually agreeable nationally recognized independent certified public accounting firm (the “Firm”) to make a determination as to the subject matter of the Unresolved Changes. If Buyer and Seller fail to agree on a Firm within thirty (30) days after the end of the 30-day period specified in subsection (b)(3)(B) above, the Firm shall be selected by the American Arbitration Association. The Firm shall be directed to issue its written decision as promptly as practicable and in any event within thirty (30) days following the submission of the Unresolved Changes to the Firm for resolution, and such decision shall be final, binding and conclusive on the parties (the “Firm Determination”). Seller and Buyer agree to fully cooperate with and provide any information requested by such Firm. In the event Unresolved Changes are submitted to the Firm for resolution as provided herein, the fees, charges and expenses of the Firm (the “Firm Expenses”) shall be borne and paid equally by Buyer and Seller. As used in this subsection (C), “Disputed Amount” means the difference between Buyer’s and Seller’s respective calculations of the Unresolved Changes and “Firm Determination” means the amount with respect to the Unresolved Changes determined by the Firm in accordance with this subsection (C).

Adjustments of Purchase Price. (1) Solely for purposes of facilitating the calculation of the cash due Buyer or Seller, as applicable, on the Closing Date, Seller shall provide to Buyer, five (5) Business Days before prior to the Closing Date, the Draft Closing Statement. (2) On or before 12:00 noon E.D.T. on the thirtieth (30th) calendar day following the Closing Date (the “Adjustment Date”), Seller shall deliver to Buyer the Final Closing Statement and Seller shall make available to Buyer such work papers, schedules and other supporting data used to calculate and prepare the Final Closing Statement and as may be requested by Buyer to enable Buyer to verify such determinations set forth in the Final Closing Statement. (3) If, within forty-five (45) calendar days following the date of receipt by Buyer of the Final Closing Statement, Buyer does not dispute any items contained in the Final Closing Statement or omitted therefrom, then the Final Closing Statement shall be final and binding upon the parties. In the event that Buyer disputes any items contained in the Final Closing Statement or omitted therefrom, such disputes shall be resolved in the following manner: (A) Buyer shall notify Seller, in writing (the “Notice of Disagreement”) of such dispute dispute(s) within forty-five (45) calendar days after Buyer’s receipt of the Final Closing Statement, which notice shall specify in reasonable detail the nature of the disputedispute(s), indicating those specific items that are in dispute (the “Disputed Items”). To the extent that Buyer provides a Notice of Disagreement within such 45-day period, all All items that are not Disputed Items shall be final, binding and conclusive for all purposes hereunder. (B) During the 30-day period following Seller’s receipt of a Notice of Disagreement from Buyer, Seller and Buyer shall use commercially reasonable efforts to resolve any Disputed Items. If, at the end of such 30-day period, the parties have reached written agreement with respect to all matters covered by a Notice of Disagreement, the Final Closing Statement shall be adjusted to reflect such written agreement and shall become final and binding upon the parties hereto. (C) If, at the end of the 30-day period specified in subsection (b)(3)(B) above, Buyer and Seller shall have failed to reach a written agreement with respect to all or a any portion of such Disputed Items (those Disputed Items that remain in dispute at the end of such period are the “Unresolved Changes”), then Buyer and Seller shall promptly refer only those the Unresolved Changes to a mutually agreeable nationally recognized independent certified public accounting firm (the “Firm”) to make a determination as to the subject matter of the Unresolved Changes. If Buyer and Seller fail to agree on a Firm within thirty (30) days after the end of the 30-day period specified in subsection (b)(3)(B) above, the Firm shall be selected by the American Arbitration Association. The Firm shall be directed to issue its written decision as promptly as practicable and in any event within thirty (30) days following the submission of the Unresolved Changes to the Firm for resolution, and such decision shall be final, binding and conclusive on the parties (the “Firm Determination”). Seller and Buyer each agree to fully cooperate with and provide any information requested by such Firm. In the event Unresolved Changes are submitted to the Firm for resolution as provided herein, the fees, charges and expenses of the Firm (the “Firm Expenses”) shall be borne and paid equally by Buyer and Seller. (4) On or before 12:00 noon E.D.T. on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to subsection 3(b)(3) above, if the Adjusted Payment Amount is greater than the Estimated Payment Amount then Seller shall pay to Buyer an amount in dollars equal to such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate, or if the Adjusted Payment Amount is less than the Estimated Payment Amount Buyer shall pay to Seller an amount in dollars equal to such shortfall, plus interest on such shortfall from the Closing Date to but excluding the payment date, at the Federal Funds Rate. As used in If a payment is owed to Buyer pursuant to this subsection (CSection 3(b)(4), “Disputed Amount” means the difference between Buyer’s and Seller’s respective calculations such payment of the Unresolved Changes and “Firm Determination” means the amount with respect to the Unresolved Changes determined Adjusted Payment Amount shall be effected first, by release of funds held by the Firm Escrow Agent in accordance with the Escrow Account, and second by wire transfer of immediately available funds from Seller to an account designated in writing by the Buyer within five (5) Business Days after the determination thereof. If a payment is owed to Seller pursuant to this subsection Section 3(b)(4), such payment of the Adjusted Payment Amount shall be made by wire transfer of immediately available funds from Buyer to an account designated in writing by Seller within five (C)5) Business Days after the determination thereof.

Adjustments of Purchase Price. (1) Solely for purposes of facilitating the calculation of the cash due Buyer or Seller, as applicable, on the Closing Date, Seller shall provide to Buyer, five (5) Business Days before prior to the Closing Date, the a Draft Closing Statement.Statement substantially in the form of Exhibit A attached hereto. PURCHASE AND ASSUMPTION AGREEMENT - FIRST FINANCIAL BANK, N.A (“BUYER”), FLAGSTAR BANK, FSB (“SELLER”) AND FLAGSTAR BANCORP, INC. (“SELLER PARENT”) DATED AUGUST 15, 2011 (2) On or before 12:00 noon E.D.T. Eastern Time on the thirtieth (30th) calendar day following the Closing Date (the “Adjustment Date”), Seller shall deliver to Buyer the Final Closing Statement and Seller shall make available to Buyer such work papers, schedules and other supporting data used to calculate and prepare the Final Closing Statement and as may be requested by Buyer to enable Buyer to verify such determinations set forth in the Final Closing Statement. (3) If, within forty-five (45) calendar days following the date of receipt by Buyer of the Final Closing Statement, Buyer does not dispute any items contained in the Final Closing Statement or omitted therefrom, then the Final Closing Statement and any Adjusted Payment Amount shall be final and binding upon the parties. In the event that Buyer disputes any items contained in the Final Closing Statement or omitted therefrom, such disputes shall be resolved in the following manner: (A) Buyer shall notify Seller, in writing (the “Notice of Disagreement”) of such dispute dispute(s) within forty-five (45) calendar days after Buyer’s receipt of the Final Closing Statement, which notice shall specify in reasonable detail the nature of the disputedispute(s), indicating those specific items that are in dispute (the “Disputed Items”). To the extent that Buyer provides a Notice of Disagreement within such 45-day period, all All items that are not Disputed Items shall be final, final and binding and conclusive for all purposes hereunder. (B) During the 3045-day period following Seller’s receipt of a Notice of Disagreement from Buyer, Seller and Buyer shall use commercially reasonable efforts to resolve any Disputed Items. If, at the end of such 3045-day period, the parties have reached written agreement with respect to all matters covered by a Notice of Disagreement, the Final Closing Statement shall be adjusted to reflect such written agreement and shall become final and binding upon the parties hereto. (C) If, at the end of the 3045-day period specified in subsection (b)(3)(BSection 3(b)(3)(B) above, Buyer and Seller shall have failed to reach a written agreement with respect to all or a any portion of such Disputed Items (those Disputed Items that remain in dispute at the end of such period are the “Unresolved Changes”), then Buyer and Seller shall promptly refer only those the Unresolved Changes to a mutually agreeable nationally recognized independent certified public accounting firm (the “Firm”) to make a determination as to the subject matter of the Unresolved Changes. If Buyer and Seller fail to agree on a Firm within thirty (30) days after the end of the 3045-day period specified in subsection (b)(3)(BSection 3(b)(3)(B) above, each of Buyer and Seller shall select a mutually agreeable nationally recognized independent certified public accounting firm which will select a third qualifying firm which shall be the Firm shall be selected by for all purposes of the American Arbitration AssociationSection 3(b)(3). The Firm shall be directed to issue its written decision as promptly as practicable and in any event within thirty (30) days following the submission of the Unresolved Changes to the Firm for resolution, and such decision shall be final, final and binding and conclusive on the parties (the “Firm Determination”). Seller and Buyer each agree to fully cooperate with and provide any information requested by such Firm. In the event Unresolved Changes are submitted to the Firm for resolution as provided herein, the fees, charges and expenses of the Firm (the “Firm Expenses”) shall be borne and paid equally by Buyer and Seller. As used . (4) On or before 12:00 noon Eastern Time on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in this subsection the case of a dispute, the PURCHASE AND ASSUMPTION AGREEMENT - FIRST FINANCIAL BANK, N.A (C“BUYER”), FLAGSTAR BANK, FSB (“Disputed Amount” means the difference between Buyer’s and Seller’s respective calculations SELLER”) AND FLAGSTAR BANCORP, INC. (“SELLER PARENT”) DATED AUGUST 15, 2011 date of the Unresolved Changes and “Firm Determination” means resolution of the dispute pursuant to Section 3(b)(3) above, if the Adjusted Payment Amount is greater than the Estimated Payment Amount then Seller shall pay to Buyer an amount with respect in dollars equal to such excess, plus interest on such excess amount from the Unresolved Changes determined Closing Date to but excluding the payment date, at the Federal Funds Rate, or if the Adjusted Payment Amount is less than the Estimated Payment Amount Buyer shall pay to Seller an amount in dollars equal to such shortfall, plus interest on such shortfall from the Closing Date to but excluding the payment date, at the Federal Funds Rate. If a payment is owed to Buyer pursuant to this Section 3(b)(4), such payment of the Adjusted Payment Amount shall be effected by wire transfer of immediately available funds from Seller to an account designated in writing by the Firm Buyer within five (5) Business Days after the determination thereof. If a payment is owed to Seller pursuant to this Section 3(b)(4), such payment of the Adjusted Payment Amount shall be made by wire transfer of immediately available funds from Buyer to an account designated in accordance with this subsection writing by Seller within five (C)5) Business Days after the determination thereof.

Adjustments of Purchase Price. (1) Solely for purposes of facilitating the identification of the Loans for purposes of Closing and the calculation of the cash due Buyer or Seller, as applicable, on the Closing Date, Seller shall provide to Buyer, five (5) on or before the fourth Business Days Day before the Closing Date, the Draft Closing StatementStatement (including the Draft Loan Schedule); provided, that Buyer has provided to Seller the final Kick0out Loan Schedule no later than the fifth Business Day before the Closing Date. (2) On or before 12:00 noon E.D.T. Eastern Time on the thirtieth tenth (30th10th) calendar day following the Closing Date (the “"Adjustment Date”"), Seller shall deliver to Buyer the Final Closing Statement (including the Final Loan Schedule) and Seller shall make available to Buyer such work papers, schedules and other supporting data used to calculate and prepare the Final Closing Statement and as may be requested by Buyer to enable Buyer to verify such determinations set forth in the Final Closing Statement. (3) If, within forty-five (45) 7 calendar days following the date of receipt by Buyer of the Final Closing Statement, Buyer does not dispute any items contained in the Final Closing Statement or omitted therefrom, then the Final Closing Statement shall be final and binding upon the parties. In the event (and to the extent) that Buyer disputes any items contained in the Final Closing Statement or omitted therefrom, such disputes shall be resolved in the following manner: (A) Buyer shall notify Seller, in writing (the “"Notice of Disagreement”") of such dispute within forty-five (45) 7 calendar days after Buyer’s receipt of the Final Closing Statement, which notice shall specify in reasonable detail the nature of the dispute, indicating those specific items that are in dispute and the extent to which they are in dispute (to such extent, the “"Disputed Items”"). To ; to the extent that Buyer provides an item is not a Notice of Disagreement within such 45-day periodDisputed Item, all items that are not Disputed Items it shall be final, binding and conclusive for all purposes hereunder. (B) During the 307-day period following Seller’s receipt of a Notice of Disagreement from Buyer, Seller and Buyer shall use commercially reasonable efforts to resolve any Disputed Items. IfTo the extent that, at the end of such 307-day period, the parties have reached written agreement with respect to all matters any matter covered by a Notice of Disagreement, the Final Closing Statement shall be adjusted to reflect such written agreement and shall to that extent become final and binding upon the parties hereto. (C) If, at or before the end of the 307-day period specified in subsection (b)(3)(B3(b)(3)(B) above, Buyer and Seller shall have failed to reach a written agreement with respect to all or a portion of such Disputed Items (those Disputed Items that remain in dispute at the end of such period are the “"Unresolved Changes”"), then Buyer and Seller shall promptly refer only those Unresolved Changes to RSM McGladrey, Inc. or its affiliates, or in the event such firm refuses or is unable to make a determination, a mutually agreeable nationally recognized independent certified public accounting firm (the “"Firm”) "), to make a determination as to the subject matter of the Unresolved Changes. If Buyer and Seller fail to agree on a Firm within thirty (30) 3 days after the end of the 307-day period specified in subsection (b)(3)(B3(b)(3)(B) above, the Firm shall be selected by the American Arbitration Association. The Firm shall be directed to issue its written decision as promptly as practicable and in any event within thirty (30) 30 days following the submission of the Unresolved Changes to the Firm for resolution, and such decision shall be final, binding and conclusive on the parties (the “Firm Determination”)parties. Seller and Buyer agree to fully cooperate with and provide any information requested by such Firm. In the event Unresolved Changes are submitted to the Firm for resolution as provided herein, the fees, charges and expenses of the Firm (the “"Firm Expenses”") shall be borne and paid equally by Buyer and Seller. (4) On or before 12:00 noon Eastern Time on the fifth Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to subsection 3(b)(3) above, if the Adjusted Payment Amount is greater than the Estimated Payment Amount then Seller shall pay to Buyer an amount in dollars equal to such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate, or if the Adjusted Payment Amount is less than the Estimated Payment Amount Buyer shall pay to Seller an amount in dollars equal to such shortfall, plus interest on such shortfall from the Closing Date to, but excluding the payment date, at the Federal Funds Rate. As used in If a payment is owed to Buyer pursuant to this subsection (CSection 3(b)(4), “Disputed Amount” means the difference between Buyer’s and Seller’s respective calculations such payment shall be effected by wire transfer of the Unresolved Changes and “Firm Determination” means the amount with respect immediately available funds from Seller to the Unresolved Changes determined an account designated in writing by the Firm Buyer within five Business Days after the determination thereof. If a payment is owed to Seller pursuant to this Section 3(b)(4), such payment shall be effected by wire transfer of immediately available funds from Buyer to an account designated in accordance with this subsection (C)writing by the Seller within five Business Days after the determination thereof.

Adjustments of Purchase Price. The Purchase Price shall be subject to adjustments after the Closing as specified in this Section 2.06: (1a) Solely for purposes As promptly as practicable, but no later than 90 days after the Closing Date, the Purchaser shall prepare and deliver to the Seller a statement of facilitating Modified Working Capital (including the related notes and schedules thereto) and a calculation of the deferred revenue and cash due Buyer or Sellerbalances of the Company, in each case, as applicable, of the close of business on the Closing Date, which shall set forth the Purchaser's determination of the Closing Modified Working Capital and such deferred revenue and cash balances and shall set forth in detail the amounts underlying such calculation in the same format and detail as in Schedule 2.06 (the "INITIAL MWC STATEMENT"). The Purchaser shall cause the Chief Financial Officer of The Thomson Learning Market Group to certify to the Seller shall provide to Buyerat the time of delivery of the Initial MWC Statement that the Modified Working Capital set forth on the Initial MWC Statement was prepared on the basis of, five (5) and using the same accounting policies, principles, methodologies and estimates used in preparing the Statement of Modified Working Capital as of November 30, 1999 as set forth in Schedule 2.06. At all reasonable times during the 45 Business Days before immediately following the Seller's receipt of the Initial MWC Statement, the Seller and its representatives will be permitted to review at any of the Purchaser's domestic offices the Purchaser's working papers (including working papers of its accountants) relating to the Initial MWC Statement, as well as all of the books and records relating to the operations and finances of the Business with respect to the period up to and including the Closing Date, and the Draft Closing StatementPurchaser shall make reasonably available the individuals responsible for the preparation of the Initial MWC Statement (including, without limitation, accountants, lawyers and other advisors) in order to respond to the inquiries of the Seller related thereto. (2b) On or before 12:00 noon E.D.T. on the thirtieth (30th) calendar day following the Closing Date (the “Adjustment Date”), The Seller shall deliver to Buyer notify the Final Closing Statement and Seller shall make available to Buyer such work papers, schedules and other supporting data used to calculate and prepare the Final Closing Statement and as may be requested by Buyer to enable Buyer to verify such determinations set forth in the Final Closing Statement. (3) If, within forty-five (45) calendar days following the date of receipt by Buyer of the Final Closing Statement, Buyer does not dispute any items contained in the Final Closing Statement or omitted therefrom, then the Final Closing Statement shall be final and binding upon the parties. In the event that Buyer disputes any items contained in the Final Closing Statement or omitted therefrom, such disputes shall be resolved in the following manner: (A) Buyer shall notify Seller, Purchaser in writing (the “"NOTICE OF DISAGREEMENT") within 45 Business Days after receiving the Initial MWC Statement if the Seller disagrees with the Purchaser's calculation of the Closing Modified Working Capital, deferred revenue and/or cash balances, which Notice of Disagreement”) of such dispute within forty-five (45) calendar days after Buyer’s receipt of the Final Closing Statement, which notice Disagreement shall specify set forth in reasonable detail the nature basis for such dispute and the U.S. Dollar amounts involved and the Seller's good faith estimate of the disputeClosing Modified Working Capital, indicating those specific items that are in dispute (deferred revenue and cash balances. If the “Disputed Items”). To the extent that Buyer provides Seller does not deliver a Notice of Disagreement to the Purchaser within such 45-day 45 Business Day period, all items that are not Disputed Items shall be final, binding and conclusive for all purposes hereunder. (B) During then the 30-day period following Seller’s receipt of a Notice of Disagreement from Buyer, Seller and Buyer shall use commercially reasonable efforts to resolve any Disputed Items. If, at the end of such 30-day period, the parties have reached written agreement with respect to all matters covered by a Notice of Disagreement, the Final Closing Initial MWC Statement shall be adjusted deemed to reflect such written agreement and have been accepted by the Seller, shall become final and binding upon the parties heretoand shall be the Final MWC Statement. (Cc) IfDuring the 30 Business Days immediately following the delivery of a Notice of Disagreement, at the end of Seller and the 30-day period specified Purchaser shall seek in subsection (b)(3)(B) above, Buyer and Seller shall good faith to resolve any differences that they may have failed to reach a written agreement with respect to all or a portion any matter specified in the Notice of such Disputed Items (those Disputed Items that remain in dispute Disagreement. If at the end of such period are 30 Business Day period, the “Unresolved Changes”Seller and the Purchaser have been unable to agree upon a Final MWC Statement, then the Seller and the Purchaser shall submit to the Independent Accounting Firm for review and resolution any and all matters that remain in dispute with respect to the Notice of Disagreement. The Purchaser and the Seller shall cause the Independent Accounting Firm to use commercially reasonable efforts to make a final determination (which determination shall be binding on the parties hereto) of the Closing Modified Working Capital, deferred revenue and cash balances within 30 Business Days from such submission, and such final determination shall be the Final MWC Statement. The cost of the Independent Accounting Firm's review and determination shall be split between and paid by the Seller and the Purchaser on a proportionate basis, based upon the relative amount by which each such party's determination of Closing Modified Working Capital, deferred revenue and cash balances differed from the Closing Modified Working Capital, deferred revenue and cash balances on the Final MWC Statement. During the 30 Business Day review by the Independent Accounting Firm, the Purchaser and the Seller will each make available to the Independent Accounting Firm such individuals and such information, books and records as may be reasonably required by the Independent Accounting Firm to make its final determination. (d) (i) If the Closing Modified Working Capital (as set forth in the Final MWC Statement) exceeds the Modified Working Capital as of November 30, 1999, as reflected on Schedule 2.06 hereto , then the Purchaser shall pay to the Seller an amount equal to such excess; or (ii) if the Modified Working Capital as of November 30, 1999 as reflected on Schedule 2.06 exceeds the Closing Modified Working Capital (as set forth in the Final MWC Statement), then Buyer and the Seller shall promptly refer pay to the Purchaser an amount equal to such excess, in either case within five Business Days after the Final MWC Statement becomes final and binding on the parties hereto and, in either case, together with interest at the Interest Rate on the amount of such excess from the Closing Date until the date of payment. If the Closing Modified Working Capital (as set forth in the Final MWC Statement) is equal to the Modified Working Capital as of November 30, 1999 as reflected on Schedule 2.06 , then neither the Purchaser nor the Seller shall owe any amount to the other party pursuant to this Section 2.06. The Purchase Price shall also be adjusted downward in an amount equal to one-half of the deferred revenue set forth in the Final MWC Statement, and the Seller shall pay such amount to the Purchaser within five Business Days after the Final MWC Statement becomes final and binding on the parties hereto, together with interest thereon at the Interest Rate from the Closing Date until the date of payment. The Purchase Price shall also be adjusted upward in an amount equal to the cash balances set forth in the Final MWC Statement, and the Purchaser shall pay such amount to the Seller within five Business Days after the Final MWC Statement becomes final and binding on the parties hereto, together with interest thereon at the Interest Rate from the Closing Date until the date of payment. (e) Following the Closing through the date on which payment, if any, is made by either party pursuant to Section 2.06(d), or if the Final MWC Statement indicates that no such payment is required, then through the date on which the Final MWC Statement becomes effective, the Purchaser will not take any actions with respect to any accounting books, records, policies or procedures on which the Initial MWC Statement or the Final MWC Statement is to be based that are inconsistent with past practices of the Seller with respect to the Business or that would make it impossible or impracticable to calculate the Closing Modified Working Capital in the manner and utilizing the methods required hereby. (f) The parties acknowledge and agree that the purchase price adjustment contemplated by this Section 2.06 is intended to reflect the change in Modified Working Capital solely as a result of operations and activities of the Business in the ordinary course of business between November 30, 1999 and the Closing Date. The parties also acknowledge and agree that the adjustment, if any, contemplated by this Section 2.06 can only be properly determined if the Closing Modified Working Capital is prepared consistent with and using the same principles, policies, practices, procedures, methods and estimates as those Unresolved Changes used in calculating the Modified Working Capital as of November 30, 1999. Notwithstanding the foregoing, any error, omission or other inaccuracy in the calculation of Modified Working Capital as of November 30, 1999 that is discovered in the course of preparing the Closing Modified Working Capital shall not result in any adjustment to the Modified Working Capital as of November 30, 1999 but will be reflected in the Closing Modified Working Capital. (g) Notwithstanding anything contained in this Agreement, the Purchase Price shall be adjusted downward for (i) any contract listed on Schedule 2.03 (a) for which consent to assignment was obtained but (x) which is terminated within six (6) months after the Closing Date by the other party thereto due to a mutually agreeable nationally recognized independent certified public accounting firm (the “Firm”) to make a determination as breach existing on or prior to the subject matter Closing Date on the part of the Unresolved ChangesSeller, the Company, any Subsidiary or the Business and (y) such other party did not continue to do business with the Company at substantially the same level as prior to such termination, or (ii) the termination or rescission of the contract identified in Schedule 2.06(g) as a result of the outcome of the litigation referred to in such Schedule. If Buyer and In both cases, the Purchase Price shall be decreased by the particular contract's Revenue Multiple. The Purchaser shall give the Seller fail written notice of any such termination or rescission within 10 days after such event. Any amounts due to agree the Purchaser under this Section 2.03(g) shall be paid by the Seller in cash within 10 days after the receipt of any such notice. (h) Notwithstanding anything in this Agreement, the Purchase Price shall be adjusted upward for any contract listed on Schedule 2.03(a) for which a Firm downward purchase price adjustment was made at Closing pursuant to Section 2.03(a) hereof if the other party to such contract (i) continues for a period of six (6) months after the Closing to permit the Company to provide computer based testing services that are substantially similar to those that were provided under such contract prior to the Closing, or (ii) within thirty six (306) months after the Closing, renews such contract or consents to the assignment of such contract as a result of the transactions contemplated by this Agreement. The amount of any adjustment pursuant to this Section 2.06(h) for any such contract shall equal the amount of the downward adjustment made at Closing pursuant to Section 2.03(a). The Purchaser shall give the Seller written notice of any such renewal or consent within 10 days after such event. Any amounts due to the Seller under this Section 2.03(h) shall be paid by the Purchaser in cash within 10 days after such six (6) months' period after the Closing or in the case of a renewal or consent to assignment within 10 days after such renewal or consent to assignment. (i) Notwithstanding anything contained in this Agreement, the Purchase Price shall be adjusted downward in the amount of any lost revenue under the contract listed in Schedule 2.06 (i) if an event occurs during the six (6) month period after the Closing, as a result of which the Business experiences a loss (as opposed to a deferral) of revenue due to a failure by the Business to meet any performance requirements under such contract if such failure existed on or prior to the Closing Date. The Purchaser shall give the Seller written notice of any such revenue loss within 30 days after the end of such six (6) month period following the 30-day period specified in subsection (b)(3)(B) above, the Firm shall be selected by the American Arbitration AssociationClosing. The Firm Purchaser shall be directed give the Seller written notice of any such loss (as opposed to issue its written decision as promptly as practicable and in any event a deferral) of revenue within thirty (30) 10 days following the submission of the Unresolved Changes after such event. Any amounts due to the Firm for resolution, and such decision shall be final, binding and conclusive on the parties (the “Firm Determination”). Seller and Buyer agree to fully cooperate with and provide any information requested by such Firm. In the event Unresolved Changes are submitted to the Firm for resolution as provided herein, the fees, charges and expenses of the Firm (the “Firm Expenses”Purchaser under this Section 2.03(i) shall be borne and paid equally by Buyer and Seller. As used the Seller in cash within 10 days after the receipt of any such notice. (j) Notwithstanding anything contained in this subsection (C)Agreement, “Disputed Amount” means the difference between Buyer’s and Seller’s respective calculations Purchase Price shall be adjusted downward at Closing for the estimated amounts payable to or on behalf of employees of the Unresolved Changes and “Firm Determination” means Business under the amount with respect Retention Bonus Plan. (k) Notwithstanding anything contained in this Agreement, the Purchase Price shall be adjusted upward for any amounts that become no longer payable to or on behalf of any of the employees of the Business under the terms of the Retention Bonus Plan on or before the first anniversary of the Closing ("Forfeited Amounts"). Any Forfeited Amounts due to the Unresolved Changes determined Seller under this Section 2.06(k) shall be paid by the Firm Purchaser in accordance with this subsection (C)cash within 10 days after any such Forfeited Amount was forfeited under the Retention Bonus Plan.