Common use of Adjustments to the Purchase Price Clause in Contracts

Adjustments to the Purchase Price. (a) To determine the Adjusted Purchase Price in accordance in accordance with Section 3.5, the Preliminary Purchase Price shall be reduced or increased (subject to the limitations provided below), as applicable, by the aggregate amount, if any, by which the Adjusted Net Working Capital (as defined below) of the Companies as of the close of business on the Closing Date and immediately prior to the Dissolution is less than or greater than $3,183,257. For purposes of this Agreement, the term "Adjusted Net Working Capital" means (i) the sum of ---------------------------- (A) cash, (B) accounts receivable, net of allowance for doubtful accounts, (C) prepaid expenses, and (D) other current assets, less (ii) the sum of (A) accounts payable, (B) accrued expenses, and (C) income tax payable, each component of which will be calculated using the same methodology as was used in preparing the combined consolidating balance sheets of the Companies as of March 31, 1998 in the offering memorandum provided to Seller in connection with the Stock Purchase Agreement, with certain agreed upon adjustments. For the purposes of this calculation, amounts relating to gains on the sale or other disposition of assets after December 31, 1998 (whether reflected on the balance sheets of the Companies as an increase in cash or other assets, or a decrease in liabilities, or otherwise) shall be excluded and an amount equal thereto shall be deducted in calculating Adjusted Net Working Capital. Notwithstanding the foregoing, Buyer shall be credited, as a reduction in the Adjusted Purchase Price, with the positive amount, if any, equal to (i) (A) the amount of Adjusted Net Working Capital on the Closing Date, (B) plus an amount equal to any employee bonuses paid by the Companies after March 31, 1999, (C) plus an amount equal to any payments or charges after March 31, 1999 for attorneys' fees and expenses, accountants' fees and expenses and investment bankers' fees and expenses, including without limitation relating to the Stock Purchase Agreement, this Agreement, the transactions contemplated hereby and thereby and the settlement of the matter described in Schedule 4.14, item 7, and, without ------------- limitation, any other payments, expenses or charges not in the ordinary course of business or extraordinary in nature after Xxxxx 00, 0000, (X) plus an amount equal to the principal portion of any payments of Indebtedness after March 31, 1999, and (E) minus an amount equal to any increase in Adjusted Net Working Capital resulting from the payment after March 31, 1999 of the receivable from Safety Shorts, Inc. previously thought to be uncollectible, minus (ii) the amount of Adjusted Net Working Capital on March 31, 1999. The purpose of the foregoing sentence is to place the parties in the same economic position as if the Closing had occurred on March 31, 1999.

Adjustments to the Purchase Price. (a) To determine Subject to Sections 3.3(b) and 3.3(c), as of the Adjusted Purchase Price in accordance in accordance with Section 3.5, Closing the Preliminary Purchase Price shall be reduced or increased adjusted, on a dollar-for-dollar basis and without duplication, to account for the items set forth in this Section 3.3(a): (subject 1) The Purchase Price shall be adjusted to account for the limitations provided below), as applicable, by the aggregate amount, if any, by which the Adjusted Net Working Capital (as defined below) of the Companies items prorated as of the close Closing pursuant to Section 3.5. (2) The Purchase Price shall be (A) increased if and to the extent that the Book Value of business on the Nuclear Fuel owned by Seller as of the Closing Date is greater than the applicable Nuclear Fuel Book Value Baseline Amount, and immediately prior (B) decreased if and to the Dissolution extent that Book Value of the Nuclear Fuel owned by Seller as of the Closing is less than or the applicable Nuclear Fuel Book Value Baseline Amount. (3) The Purchase Price shall be (A) increased if and to the extent that the Book Value of the Facility Inventories as of the Closing is greater than Twenty Five Million Two Hundred Thousand Dollars ($3,183,25725,200,000), and (B) decreased if and to the extent that the Book Value of the Facility Inventories as of the Closing is less than Twenty Five Million Two Hundred Thousand Dollars ($25,200,000). (4) The Purchase Price shall be (i) decreased by the Capital Expenditures Shortfall and (ii) increased by the amount of any and all expenditures (including an allocation for corporate overhead, warehousing and general and administrative expenses) for capital additions to or replacements of property, plant and equipment and other expenditures or repairs on property, plant and equipment relating to the Facilities or the Sites that are capitalized by Seller in accordance with its normal accounting policies ("Capital Expenditures") that are made in respect of work performed after the date hereof and have been specifically requested or approved by Buyer in writing. For purposes of this AgreementSection 3.3(a)(4), any work described on the Capital Budget or set forth in Schedule 3.3(a)(5) shall not be deemed to have been requested or approved by Buyer unless otherwise set forth in writing and specifically requesting or authorizing the same. Nothing in this paragraph should be construed to limit Seller's rights and obligations to make all Capital Expenditures necessary to comply with the NRC License, the term "Adjusted Net Working Capital" means NRC Commitments and other Permits. (i5) The Purchase Price shall be adjusted each day that the sum of ---------------------------- Closing Date occurs after March 1, 2007 by the cumulative applicable dollar amount for all such days as set forth in Schedule 3.3(a)(5). (A6) cash, (B) accounts receivable, net of allowance for doubtful accounts, (C) prepaid expenses, and (D) other current assets, less (ii) If the sum of (A) accounts payable, (B) accrued expenses, and (C) income tax payable, each component of which will be calculated using the same methodology as was used in preparing the combined consolidating balance sheets projected cost to dispose of the Companies Low Level Waste at the Palisades Facilities as of March 31the Closing Date is greater than Five Hundred Thousand Dollars ($500,000), 1998 the Purchase Price shall be adjusted downward to the extent that the cost of such Low Level Waste disposal is greater than Five Hundred Thousand Dollars ($500,000). Conversely, if the projected cost to dispose of the Low Level Waste at the Palisades Facilities as of the Closing Date is less than Five Hundred Thousand Dollars ($500,000), the Purchase Price shall be adjusted upward to the extent that the cost of such Low Level Waste disposal is less than Five Hundred Thousand Dollars ($500,000). The calculation of the projected cost to dispose of the Low Level Waste at the Palisades Facilities as of the Closing Date shall be made in the offering memorandum provided to Seller in connection accordance with the Stock methodology set forth on Schedule 3.3(a)(5). (7) The Purchase AgreementPrice shall be adjusted as provided in Section 6.10(g). (8) The Purchase Price shall be adjusted as provided in Section 6.10(l). (9) The Purchase Price shall be adjusted for the Big Rock Amount as provided in Section 6.25. (b) No less than ten (10) Business Days prior to the Closing Date, Seller shall prepare in good faith and deliver to Buyer an estimated closing statement (the "Estimated Closing Statement") that shall set forth Seller's best estimate of all adjustments to the Purchase Price required by Section 3.3(a) (the "Estimated Adjustments"). Seller shall cooperate with certain agreed upon adjustmentsBuyer and provide Buyer and its representatives access to all information used to calculate the Estimated Adjustments. For Within five (5) Business Days after the purposes of this calculation, amounts relating to gains on the sale or other disposition of assets after December 31, 1998 (whether reflected on the balance sheets delivery of the Companies as Estimated Closing Statement by Seller to Buyer, Buyer may object in good faith to any Estimated Adjustment in writing. If Buyer objects to an increase in cash Estimated Adjustment, the Parties shall attempt to resolve their differences by negotiation. If and to the extent the Parties are able to do so prior to the Closing Date (or other assetsif Buyer does not object to any of the Estimated Adjustments), or a decrease in liabilities, or otherwise) the Purchase Price shall be excluded and an adjusted (the "Closing Adjustment") for the Closing by the amount equal thereto shall be deducted of the Estimated Adjustments not in calculating Adjusted Net Working Capitaldispute. Notwithstanding the foregoing, Buyer shall be credited, as a reduction in the Adjusted The Purchase Price, as so adjusted at Closing by the undisputed Estimated Adjustments, is referred to herein as the "Closing Payment." The Closing Payment shall be paid by Buyer to Seller at the Closing. The disputed Estimated Adjustments shall be resolved in accordance with the positive amountprovisions of Section 3.3(c) and paid as part of any Post-Closing Adjustment to the extent required by Section 3.3(c). (c) Within sixty (60) Business Days after the Closing Date, Seller shall prepare and deliver to Buyer a final closing statement (the "Post-Closing Statement") that shall set forth all adjustments to the Purchase Price required by Section 3.3(a) and any disputed Estimated Adjustments pursuant to Section 3.3(b) (the "Proposed Post-Closing Adjustment") and all work papers detailing such adjustments. Within thirty (30) Business Days after the delivery of the Post-Closing Statement by Seller to Buyer, Buyer may object to the Proposed Post-Closing Adjustment in writing. Seller and Buyer agree to cooperate with one another to provide one another with the information used to prepare the Post-Closing Statement and information relating thereto. If Buyer objects to the Proposed Post-Closing Adjustment, the Parties shall attempt to resolve such dispute by negotiation. If the Parties are unable to resolve such dispute within thirty (30) days after any objection by Buyer, the Parties shall appoint the Independent Accounting Firm, which shall, at Seller's and Buyer's joint expense, review the Proposed Post-Closing Adjustment and determine the appropriate adjustment to the Purchase Price, if any, equal within thirty (30) days after such appointment. The Parties agree to cooperate with the Independent Accounting Firm and provide it with such information as it reasonably requests to enable it to make such determination. The Independent Accounting Firm shall act as an expert and not as an arbitrator and shall make findings only with respect to the remaining disputes so submitted to it (i) (A) the amount and not by independent review). The finding of Adjusted Net Working Capital such Independent Accounting Firm shall be binding on the Parties hereto. Upon determination of the appropriate adjustment (the "Post-Closing DateAdjustment") by agreement of the Parties or by binding determination of the Independent Accounting Firm, the Party owing the difference shall deliver such amount to the other Party (Btogether with interest accrued thereon at the Interest Rate from and including the Closing Date to but excluding the date of payment) plus an amount equal to no later than two (2) Business Days after such determination, in immediately available funds or in any employee bonuses paid other manner as reasonably requested by the Companies after March 31, 1999, (C) plus an amount equal to any payments or charges after March 31, 1999 for attorneys' fees and expenses, accountants' fees and expenses and investment bankers' fees and expenses, including without limitation relating to the Stock Purchase Agreement, this Agreement, the transactions contemplated hereby and thereby and the settlement of the matter described in Schedule 4.14, item 7, and, without ------------- limitation, any other payments, expenses or charges not in the ordinary course of business or extraordinary in nature after Xxxxx 00, 0000, (X) plus an amount equal to the principal portion of any payments of Indebtedness after March 31, 1999, and (E) minus an amount equal to any increase in Adjusted Net Working Capital resulting from the payment after March 31, 1999 of the receivable from Safety Shorts, Inc. previously thought to be uncollectible, minus (ii) the amount of Adjusted Net Working Capital on March 31, 1999. The purpose of the foregoing sentence is to place the parties in the same economic position as if the Closing had occurred on March 31, 1999payee.

Adjustments to the Purchase Price. As soon as practicable (but not more than five business days) after the date on which the Final Closing Balance Sheet shall have been determined in accordance with this Section 2.5.3: (a) To determine the Adjusted Purchase Price Escrow Agent shall: (i) release from the ESOP Adjustments and Claims Escrow and pay to Federal an amount in accordance in accordance with Section 3.5, the Preliminary Purchase Price shall be reduced or increased (subject immediately available funds equal to the limitations provided below), as applicable, by product of (1) the aggregate amount, if any, by which the Adjusted Net Working Capital Worth (after the M Street Lease Adjustment) as defined below) of set forth in the Companies as of the close of business on the Final Closing Date and immediately prior to the Dissolution Balance Sheet is less than or greater than $3,183,257. For purposes the amount of this Agreement, Net Worth (after the term "Adjusted Net Working Capital" means M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet and (i2) the sum ESOP Percentage. The difference between any payment to Federal pursuant to this Section 2.5.3(a)(i) and the product of ---------------------------- $2,000,000 (ATwo Million Dollars) cashand the ESOP Percentage, (B) accounts receivable, net of allowance for doubtful accounts, (C) prepaid expenses, and (D) other current assets, less shall be released to the ESOP Stockholders’ Representative; and (ii) release from the sum Non-ESOP Adjustments and Claims Escrow and pay to Federal an amount in immediately available funds equal to the product of (A1) accounts payable, (B) accrued expenses, and (C) income tax payable, each component of which will be calculated using the same methodology as was used in preparing the combined consolidating balance sheets of the Companies as of March 31, 1998 in the offering memorandum provided to Seller in connection with the Stock Purchase Agreement, with certain agreed upon adjustments. For the purposes of this calculation, amounts relating to gains on the sale or other disposition of assets after December 31, 1998 (whether reflected on the balance sheets of the Companies as an increase in cash or other assets, or a decrease in liabilities, or otherwise) shall be excluded and an amount equal thereto shall be deducted in calculating Adjusted Net Working Capital. Notwithstanding the foregoing, Buyer shall be credited, as a reduction in the Adjusted Purchase Price, with the positive amount, if any, equal by which the Net Worth (after the M Street Lease Adjustment) as set forth in the Final Closing Balance Sheet is less than the amount of Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet and (2) the Non-ESOP Percentage. The difference between any payment to Federal pursuant to this Section 2.5.3(a)(ii) and the product of $2,000,000 (Two Million Dollars) and the Non-ESOP Percentage shall be released to the Non-ESOP Stockholders’ Representative as Paying Agent; and (b) Federal shall pay to: (i) (A) the amount of Adjusted Net Working Capital on the Closing Date, (B) plus ESOP Stockholder an amount equal to any employee bonuses paid by the Companies after March 31, 1999, (C) plus an amount equal to any payments or charges after March 31, 1999 for attorneys' fees and expenses, accountants' fees and expenses and investment bankers' fees and expenses, including without limitation relating to the Stock Purchase Agreement, this Agreement, the transactions contemplated hereby and thereby and the settlement of the matter described in Schedule 4.14, item 7, and, without ------------- limitation, any other payments, expenses or charges not in the ordinary course of business or extraordinary in nature after Xxxxx 00, 0000, (X) plus an amount immediately available funds equal to the principal portion product of any payments of Indebtedness (1) the amount, if any, by which the Net Worth (after March 31, 1999, the M Street Lease Adjustment) as set forth in the Final Closing Balance Sheet is greater than the Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet and (E2) minus an amount equal to any increase in Adjusted Net Working Capital resulting from the payment after March 31, 1999 of the receivable from Safety Shorts, Inc. previously thought to be uncollectible, minus ESOP Percentage; and (ii) the Non-ESOP Stockholders’ Representative, as Paying Agent, an amount in immediately available funds equal to the product of Adjusted (1) the amount, if any, by which the Net Working Capital on March 31Worth (after the M Street Lease Adjustment) as set forth in the Final Closing Balance Sheet is greater than the Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet and (2) the Non-ESOP Percentage; and (c) Pursuant to Section 2.5.3(b) following payment by Federal to the ESOP Shareholder’s Representative and the Non-ESOP Stockholder’s Representative, 1999respectively, of any amount by which the Net Worth as set forth in the Final Closing Balance Sheet is greater than the Net Worth as set forth in the Estimated Closing Balance Sheet, the Escrow Agent shall: (i) release from the ESOP Adjustments and Claims Escrow and pay to the ESOP Stockholder’s Representative an amount in immediately available funds equal to the product of (1) $2,000,000 (Two Million Dollars) and (2) the ESOP Percentage; and (ii) release from the Non-ESOP Adjustments and Claims Escrow and pay to the Non-ESOP Stockholders’ Representative as paying agent an amount in immediately available funds equal to the product of (1) $2,000,000 (Two Million Dollars) and (2) the Non-ESOP Percentage. The purpose All payments made pursuant to this Section 2.5.3 shall constitute immediate adjustments of the foregoing sentence is to place the parties Purchase Price in the same economic position as if the Closing had occurred on March 31, 1999such amounts.

Adjustments to the Purchase Price. (a) To determine If the Adjusted Purchase Price in accordance amount of the Net Book Value of the Business (determined in accordance with Section 3.53.2(b) as of the Closing Statement Date (as hereinafter defined) is: (i) less than $62,343,000, the Preliminary Unadjusted Purchase Price shall be reduced or increased (subject to the limitations provided below), as applicable, decreased by the aggregate amount, if any, by which the Adjusted Net Working Capital (as defined below) of the Companies as of the close of business on the Closing Date and immediately prior to the Dissolution is less than or greater than $3,183,257. For purposes of this Agreement, the term "Adjusted Net Working Capital" means (i) the sum of ---------------------------- (A) cash, (B) accounts receivable, net of allowance for doubtful accounts, (C) prepaid expenses, and (D) other current assets, less (ii) the sum of (A) accounts payable, (B) accrued expenses, and (C) income tax payable, each component of which will be calculated using the same methodology as was used in preparing the combined consolidating balance sheets of the Companies as of March 31, 1998 in the offering memorandum provided to Seller in connection with the Stock Purchase Agreement, with certain agreed upon adjustments. For the purposes of this calculation, amounts relating to gains on the sale or other disposition of assets after December 31, 1998 (whether reflected on the balance sheets of the Companies as an increase in cash or other assets, or a decrease in liabilities, or otherwise) shall be excluded and an amount equal thereto shall be deducted in calculating Adjusted Net Working Capital. Notwithstanding the foregoing, Buyer shall be credited, as a reduction in the Adjusted Purchase Price, with the positive amount, if any, equal to (i) (A) the amount of Adjusted Net Working Capital on the Closing Date, (B) plus an amount equal to any employee bonuses paid by the Companies after March 31, 1999, (C) plus an amount equal to any payments or charges after March 31, 1999 for attorneys' fees and expenses, accountants' fees and expenses and investment bankers' fees and expenses, including without limitation relating to the Stock Purchase Agreement, this Agreement, the transactions contemplated hereby and thereby and the settlement of the matter described in Schedule 4.14, item 7, and, without ------------- limitation, any other payments, expenses or charges not in the ordinary course of business or extraordinary in nature after Xxxxx 00, 0000, (X) plus an amount equal to the principal portion of any payments of Indebtedness after March 31amount by which such Net Book Value is less than $62,343,000, 1999(the "Downward Book Value Adjustment"); or (ii) is greater than $62,343,000, and (E) minus the Unadjusted Purchase Price shall be increased by an amount equal to the amount by which such Net Book Value is greater than $62,343,000, but such increased amount shall not in any increase event exceed the amount of cash and cash equivalents included in Adjusted the Closing Statement plus $5,000,000 (the "Upward Book Value Adjustment" and, together with the Downward Book Value Adjustment, the "Book Value Adjustment"). Payment of any Book Value Adjustment shall be made pursuant to Section 3.2(f). (b) As used herein, the term "Net Working Capital resulting Book Value" shall mean the sum of the consolidated assets of the Business minus the sum of the amount of the consolidated liabilities of the Business as reflected on the Closing Statement, (i) provided there shall be excluded from the payment after March 31consolidated assets: (A) any Excluded Assets; and, 1999 (B) any assets of the receivable from Safety Shorts, Inc. previously thought Acquired Subsidiaries relating to be uncollectible, minus Income Taxes and deferred Income Taxes with respect to the Business attributable to periods ending on or prior to the Closing Date or to the pre-Closing portion of any taxable period that includes but does not end on the Closing Date; and (ii) provided there shall be excluded from the amount of Adjusted Net Working Capital on March 31, 1999. The purpose consolidated liabilities: (A) any Retained Liabilities and (B) any liabilities of the foregoing sentence is Acquired Subsidiaries relating to place Income Taxes and deferred Income Taxes with respect to the parties in the same economic position as if business attributable to periods ending on or prior to the Closing had occurred Date or to the pre-Closing portion of any taxable period that includes but does not end on March 31, 1999the Closing Date.

Adjustments to the Purchase Price. (a) To determine the Adjusted Purchase Price in accordance in accordance with Section 3.5, the Preliminary The Purchase Price shall be reduced or adjusted as follows (as so adjusted, the “Adjusted Purchase Price”): 1.03.01 The Purchase Price shall be increased (subject to the limitations provided below), as applicable, by the aggregate amount, if any, by which the Adjusted Net Working Capital (as defined below) of the Companies as of the close of business on the Closing Date and immediately prior to the Dissolution is less than or greater than $3,183,257. For purposes of this Agreement, the term "Adjusted Net Working Capital" means (i) the sum of ---------------------------- following: (A) cashexpenses actually paid by any Seller or Will-Drill Production Co., Inc. (B“WDP”) accounts receivable, net of allowance for doubtful accounts, (C) prepaid expenses, and (D) other current assets, less (ii) with respect to the sum of (A) accounts payable, (B) accrued expenses, and (C) income tax payable, each component of which will be calculated using the same methodology as was used in preparing the combined consolidating balance sheets ownership or operation of the Companies as of March 31, 1998 in the offering memorandum provided to Seller in connection with the Stock Purchase Agreement, with certain agreed upon adjustments. For the purposes of this calculation, amounts relating to gains on the sale or other disposition of assets after December 31, 1998 (whether reflected on the balance sheets of the Companies as an increase in cash or other assetsSubject Properties, or a decrease in liabilitiesany of them, which are for or otherwise) shall be excluded and an amount equal thereto shall be deducted in calculating Adjusted Net Working Capital. Notwithstanding the foregoing, Buyer shall be credited, as a reduction in the Adjusted Purchase Price, with the positive amount, if any, equal to (i) (A) the amount of Adjusted Net Working Capital on the Closing Date, (B) plus an amount equal relate to any employee bonuses paid by period of time on or after the Companies after March 31, 1999, (C) plus an amount equal to any payments or charges after March 31, 1999 for attorneys' fees Effective Date and expenses, accountants' fees and expenses and investment bankers' fees and expenses, including without limitation relating to the Stock Purchase Agreement, this Agreement, the transactions contemplated hereby and thereby and the settlement of the matter described in Schedule 4.14, item 7, and, without ------------- limitation, any other payments, expenses or charges not which were incurred in the ordinary course of business business, consistent with past practice, including, without limitation, any such expenses relating to Xxxxx Xxxxxx 20 – Xx. 0, Xxxxxxx 00 - No. 1 and Xxxxx 30 – No. 2 attributable to or extraordinary arising from or in nature after connection with the operations described in the daily drilling reports attached hereto as Schedule 1.03.01(A); provided that for the purposes of this Section 1.03.01(A) expenses for drilling, completion or rework operations attributable to Xxxxx 00FUMC 33 – No. 1, 0000Thrash 16 – No.1 and Xxx-Xxxxxxx 22 – No. 1 and incurred between the Effective Date and the date of this Agreement shall be limited to Four Hundred Forty Thousand Dollars ($440,000). (B) the total of all costs and expenses actually paid and incurred by Sellers for drilling, completion, equipping, operating and other costs and expenses actually paid and incurred by Sellers with respect to any producing Well in a unit on account of unleased mineral interests (X“UMIs”) plus an amount equal (such UMIs being set forth on Schedule 1.03.01(B)) in such unit to the principal portion extent that such costs and expenses have not been recouped by Sellers as of any payments the Effective Date; and (C) the value (calculated in the same manner as specified in Section 6.03.04(A) and Section 6.03.04(B)) of Indebtedness after March 31an increase in Sellers' NRI over that set forth on Exhibit "A" due to a clerical, 1999typographical or mathematical error (including, without limitation, the erroneous failure to list a Subject Property on Exhibit “A” in which Sellers have an interest or to reflect a greater interest) or a decrease in Sellers' WI over that set forth on Exhibit "A" due to a clerical, typographical or mathematical error (including, without limitation, the erroneous listing of a Subject Property on Exhibit “A” in which Sellers do not have an interest or have a lesser interest). 1.03.02 The Purchase Price shall be decreased by the following: (A) all revenues received by Sellers and (E) minus an amount equal attributable to the Subject Properties for or relating to any increase in Adjusted Net Working Capital resulting from period of time on and after the payment after March 31, 1999 of the receivable from Safety Shorts, Inc. previously thought to be uncollectible, minus Effective Date; (iiB) the amount of Adjusted Net Working Capital on March 31the Deposit; and (C) the amount of any decreases due to Title Defects pursuant to ARTICLE VI, 1999. Environmental Conditions pursuant to ARTICLE X, Casualty Losses pursuant to Section 11.16 and the provisions of Section 3.02. 1.03.03 The purpose Purchase Price shall be increased or decreased, as the case may be, by the following: (A) Suspense Funds as of the foregoing sentence is Closing pursuant to place the parties Section 3.08; and (B) hydrocarbons in the same economic position as if the Closing had occurred on March 31, 1999storage and pipelines pursuant to Section 3.07.

Adjustments to the Purchase Price. (a) To determine the Adjusted The Joint Purchase Price in accordance and the Samson Purchase Price to be paid by Buyer at Closing shall be adjusted, without duplication, as follows: (i) adjusted downward by (A) the sum of all Defect Values attributable to any Outstanding Title Defects, in accordance with Sections 2.8(a) or Section 3.5, the Preliminary Purchase Price shall be reduced or increased (subject to the limitations provided below2.8(c), as applicable, by the aggregate amount, if any, by which the Adjusted Net Working Capital (as defined below) of the Companies as of the close of business on the Closing Date and immediately prior to the Dissolution is less than or greater than $3,183,257. For purposes of this Agreement, the term "Adjusted Net Working Capital" means (i) the sum of ---------------------------- (A) cash, (B) accounts receivablethe Allocated Value of any Lease affected by a Title Defect and excluded from the transaction pursuant to Section 2.5(b), net of allowance for doubtful accounts, (CSection 2.5(d) prepaid expenses, and (D) other current assets, less or Section 2.8(c); (ii) adjusted downward by the sum Allocated Value of any Leases affected by an unresolved Title Disputed Matter pursuant to Section 2.9; (Aiii) accounts payableadjusted upward, (B) accrued expenses, and (C) income tax payable, each component of which will be calculated using the same methodology as was used in preparing the combined consolidating balance sheets of the Companies as of March 31, 1998 in the offering memorandum provided to Seller in connection with the Stock Purchase Agreement, with certain agreed upon adjustments. For the purposes of this calculation, amounts relating to gains on the sale or other disposition of assets after December 31, 1998 (whether reflected on the balance sheets of the Companies as an increase in cash or other assets, or a decrease in liabilities, or otherwise) shall be excluded and an amount equal thereto shall be deducted in calculating Adjusted Net Working Capital. Notwithstanding the foregoing, Buyer shall be credited, as a reduction in the Adjusted Purchase Price, with the positive amount, if any, equal to (i) (A) the amount of Adjusted Net Working Capital on the Closing Date, (B) plus lease-by-lease basis by an amount equal to $417 per Net Acre in excess of the Net Acres for such Lease as set forth on Exhibit A-1 or Exhibit A-2, as applicable; and (iv) adjusted upward or downward by any employee bonuses paid other amount mutually agreed upon by Sellers and Buyer. At Closing, the Companies after March 31Joint Purchase Price and the Samson Purchase Price shall be adjusted according to this Section 1.6(d). All such adjustments shall be set forth on a settlement statement (the “Settlement Statement Settlement Statement "”), 1999which Samson shall prepare and provide to Buyer, along with supporting schedules and workpapers on which the calculation is based, at least three (C3) plus an amount equal business days before Closing. If Buyer has disagreements regarding the calculation of the Settlement Statement, Buyer may contact Sellers at least one (1) business day prior to Closing, and in such case Sellers and Buyer shall in good faith attempt to resolve any payments or charges after March 31, 1999 for attorneys' fees and expenses, accountants' fees and expenses and investment bankers' fees and expenses, including without limitation relating disagreements related thereto. Adjustments to the Stock Joint Purchase AgreementPrice as set forth on Settlement Statement shall be approved by Buyer and Sellers on or before Closing. Adjustments to the Samson Purchase Price as set forth on Settlement Statement shall be approved by Buyer and Samson on or before Closing. If the parties are unable to reach agreement regarding the calculation of the Settlement Statement, this Agreementthen Buyer shall pay the undisputed portion of the Joint Purchase Price and Samson Purchase Price at Closing, the transactions contemplated hereby and thereby and the settlement Sellers shall have the right within thirty (30) days after Closing to submit the dispute for resolution by arbitration pursuant to Section 9.9. If the Sellers fail to submit the matter to arbitration within such thirty (30) day period, Sellers shall be deemed to have accepted Buyer’s payments of the matter described Joint Purchase Price and Samson Purchase Price as payments in Schedule 4.14full, item 7, and, without ------------- limitation, any other payments, expenses or charges not in the ordinary course of business or extraordinary in nature after Xxxxx 00, 0000, (X) plus an amount equal and Buyer shall have no further liability with respect to the principal such payment obligations. The portion of any payments of Indebtedness after March 31the Joint Purchase Price payable to Samson and the Samson Purchase Price, 1999as so adjusted, shall be paid at Closing by Buyer to Samson in accordance with Section 5.3(a) and (E) minus an amount equal is referred to any increase in Adjusted Net Working Capital resulting from herein as the payment after March 31, 1999 “Samson Closing Amount.” The portion of the receivable from Safety ShortsJoint Purchase Price payable to FPEC, Inc. previously thought as so adjusted, shall be paid at Closing by Buyer to be uncollectible, minus (iiFPEC in accordance with Section 5.3(a) and is referred to herein as the amount of Adjusted Net Working Capital on March 31, 1999. The purpose of the foregoing sentence is to place the parties in the same economic position as if the “FPEC Closing had occurred on March 31, 1999Amount.”

Adjustments to the Purchase Price. (a1) To determine Within thirty (30) days after the Adjusted Purchase Price in accordance in accordance with Section 3.5Closing, the Preliminary Purchase Price Vendor shall be reduced or increased (subject prepare and deliver to the limitations provided below), as applicable, by the aggregate amount, if any, by which the Adjusted Net Working Capital (as defined below) Purchaser an unaudited statement of management net assets and liabilities of the Companies Purchased Business as of the close Closing Date. The Vendor shall prepare such unaudited statement of business management net assets and liabilities on a basis consistent with the preparation of the Financial Statements. Further, such unaudited statement of management net assets and liabilities will be used by the Purchaser for informational purposes, will be subject to change and will not necessarily reflect the final unaudited statement of net assets and liabilities of the Purchased Business as of the Closing Date Dates as described in Section 5.25. (2) Immediately following delivery of the audited financial statements as required pursuant to Section 5.25, the Vendor shall prepare and immediately prior deliver to the Dissolution is less than or greater than $3,183,257. For purposes Purchaser a draft statement of this Agreementadjustment (the "Draft Statement of Adjustment") setting forth the amount, the term "Adjusted Net Working Capital" means (i) the sum of ---------------------------- (A) cash, (B) accounts receivable, net of allowance for doubtful accounts, (C) prepaid expenses, and (D) other current assets, less (ii) the sum of (A) accounts payable, (B) accrued expenses, and (C) income tax payable, each component of which will be calculated using the same methodology as was used in preparing the combined consolidating balance sheets of the Companies as of March 31, 1998 in the offering memorandum provided to Seller in connection with the Stock Purchase Agreement, with certain agreed upon adjustments. For the purposes of this calculation, amounts relating to gains on the sale or other disposition of assets after December 31, 1998 (whether reflected on the balance sheets of the Companies as an increase in cash or other assets, or a decrease in liabilities, or otherwise) shall be excluded and an amount equal thereto shall be deducted in calculating Adjusted Net Working Capital. Notwithstanding the foregoing, Buyer shall be credited, as a reduction in the Adjusted Purchase Price, with the positive amount, if any, equal to (i) (A) the amount of Adjusted Net Working Capital on the Closing Date, of the current liabilities of the Purchased Business (Bthe "Current Liabilities Amount"). The Draft Statement of Adjustment shall be prepared on a basis consistent with the preparation of the Financial Statements as described in Section 4.1(h) plus an amount equal to and shall include any employee bonuses paid by the Companies after March 31, 1999, (C) plus an amount equal to any payments or charges after March 31, 1999 for attorneys' fees and expenses, accountants' fees and expenses and investment bankers' fees and expenses, including without limitation relating adjustments to the Stock Purchase Agreementmanagement current liabilities discovered during the audit required pursuant to Section 5.25 that are applicable at the Closing Date. To the extent the Current Liabilities Amount, as adjusted pursuant to this AgreementSection 3.4(2) above, is greater than $8,500,000.00 (the "Targeted Current Liabilities"), the transactions contemplated hereby Vendor shall pay the difference to the Purchaser. To the extent the Current Liabilities Amount, as adjusted pursuant to this Section 3.4(2) above, is less than the Targeted Current Liabilities, the Purchaser shall pay the difference to the Vendor. Such amount shall be referred to herein as the "Adjustment Amount" and thereby and the settlement payment of the matter Adjustment Amount by either the Vendor or the Purchaser shall be made within ten (10) Business Days of the finalization of the Statement of Adjustment as described in Schedule 4.14, item 7, and, without ------------- limitation, any other payments, expenses or charges not in the ordinary course of business or extraordinary in nature after Xxxxx 00, 0000, (X) plus an amount equal to the principal portion of any payments of Indebtedness after March 31, 1999, and (E) minus an amount equal to any increase in Adjusted Net Working Capital resulting from the payment after March 31, 1999 of the receivable from Safety Shorts, Inc. previously thought to be uncollectible, minus (ii) the amount of Adjusted Net Working Capital on March 31, 1999. The purpose of the foregoing sentence is to place the parties in the same economic position as if the Closing had occurred on March 31, 1999Section 3.5.

Adjustments to the Purchase Price. (a) To determine the Adjusted Purchase Price in accordance in accordance with Section 3.5On or before January 25, 1998 or any other mutually agreed upon date, the Preliminary Purchase Price Selling Shareholders shall be reduced or increased (subject prepare and deliver to the limitations provided below), Purchaser (or such other Person as applicable, by the aggregate amount, if any, by which the Adjusted Net Working Capital (as defined belowPurchaser shall direct in writing) a consolidated balance sheet of the Companies Company (the "PRELIMINARY BALANCE SHEET") as of the close of business on the Closing Date and immediately prior to the Dissolution is less than or greater than $3,183,257. For purposes December 31, 1997, which Preliminary Balance Sheet shall include, without limitation, determination of this Agreement, the term "Adjusted Net Working Capital" means (i) the sum of ---------------------------- (A) cash, (B) accounts receivable, net of allowance for doubtful accounts, (C) prepaid expenses, Company's Long Term Debt and (D) other current assets, less (ii) the sum Company's Net Working Capital, in each case, together with analysis at a sufficient level of (A) accounts payable, (B) accrued expenses, and (C) income tax payable, each component of which will be calculated using detail for the same methodology as was Purchaser to review such determination based upon the format used in preparing the combined consolidating balance sheets October 31, 1997 Financial Statements (and the line items set forth therein). The Purchaser shall have until three (3) Business Days after the delivery of the Companies as of March 31Preliminary Balance Sheet to review such statement and propose any adjustments thereto, 1998 in the offering memorandum provided to Seller in connection with the Stock Purchase Agreementincluding, without limitation, with certain agreed upon adjustments. For respect to the purposes amount of this calculation, amounts relating to gains on the sale or other disposition of assets after December 31, 1998 (whether reflected on the balance sheets of the Companies as an increase in cash or other assets, or a decrease in liabilities, or otherwise) shall be excluded Long Term Debt and an amount equal thereto shall be deducted in calculating Adjusted Net Working Capital. Notwithstanding All adjustments proposed by the foregoing, Buyer Purchaser shall be creditedset out in detail in a written statement delivered to the Shareholder Representatives (an "ADJUSTMENT STATEMENT") and any adjustment which affects the Purchase Price adjustment set forth in CLAUSE (I) OR (II) below (the "DISPUTED AMOUNT"), shall be reflected as a reduction in the Adjusted Purchase PricePrice in the form of a working capital hold-back (the "HOLD-BACK"); provided, that, notwithstanding any provision herein to the contrary, the Hold-Back will not exceed One Million Dollars ($1,000,000). The Purchaser shall retain Ernst & Young or another nationally recognized independent accounting firm to audit the Preliminary Balance Sheet with respect to Long Term Debt and Net Working Capital (the "AUDITED BALANCE SHEET") in accordance with GAAP consistently applied and in accordance with the positive amountbooks and records of the Company, if any, equal to which determination shall be (i) completed by February 15, 1998 and (Aii) final and binding on, and non-appealable by the Selling Shareholders and the Purchaser; provided, that in the event that the Audited Balance Sheet is not completed by February 15, 1998, the Preliminary Balance Sheet shall be final and binding on, and non-appealable by the Selling Shareholders and the Purchaser. If a portion or all of the Hold-Back is to be paid to the Selling Shareholders, the Purchaser shall pay to the Selling Shareholders in cash such amount, plus interest thereon from but not including the Closing Date to and including the date on which payment is made at a rate per annum equal to eight percent (8%). (i) If the Company's Long Term Debt, as determined based upon the amount of Adjusted shown on the Preliminary Balance Sheet or the Audited Balance Sheet, as the case may be, is equal to or less than the Company's Net Working Capital Capital, as determined based upon the amount shown on the Closing DatePreliminary Balance Sheet or the Audited Balance Sheet, as the case may be, then the Purchase Price shall be the amount stated in SECTION 2.3(A) hereof without adjustment; provided, that, any such excess working capital reflected in the Preliminary Balance Sheet or the Audited Balance Sheet, as the case may be (Bthe "EXCESS WORKING CAPITAL"), shall be applied as set forth in SECTION 10.4 hereof. (ii) plus an If the Company's Long Term Debt, as determined based upon the amount equal to any employee bonuses paid by shown on the Companies after March 31Preliminary Balance Sheet or the Audited Balance Sheet, 1999as the case may be, (C) plus an exceeds the Company's Net Working Capital, as determined based upon the amount equal to any payments shown on the Preliminary Balance Sheet or charges after March 31the Audited Balance Sheet, 1999 for attorneys' fees and expensesas the case may be, accountants' fees and expenses and investment bankers' fees and expenses, including without limitation relating to then the Stock Purchase Agreement, this Agreement, the transactions contemplated hereby and thereby and the settlement Cash Consideration portion of the matter described in Schedule 4.14, item 7, and, without ------------- limitation, any other payments, expenses or charges not in the ordinary course of business or extraordinary in nature after Xxxxx 00, 0000, (X) plus Purchase Price shall be reduced by an amount equal to the principal portion of any payments of Indebtedness after March 31, 1999, and (E) minus an aggregate amount equal to any increase in Adjusted by which such Long Term Debt exceeds such Net Working Capital resulting from the payment after March 31, 1999 of the receivable from Safety Shorts, Inc. previously thought to be uncollectible, minus (ii) the amount of Adjusted Net Working Capital on March 31, 1999. The purpose of the foregoing sentence is to place the parties in the same economic position as if the Closing had occurred on March 31, 1999Capital.

Adjustments to the Purchase Price. (a) To determine the Adjusted Purchase Price in accordance in accordance with Section 3.5, the Preliminary The Purchase Price shall be reduced or increased (subject to the limitations provided below), adjustment as applicable, follows: (i) The Purchase Price shall be decreased by the aggregate amount, if any, by which the Adjusted Net Working Capital (as defined below) of the Companies Deficit exceeds $2,347,165 as of the close of business on the Closing Date and immediately prior to the Dissolution is less than or greater than $3,183,257. For purposes of this Agreement, the term "Adjusted Net Working Capital" means (i) the sum of ---------------------------- (A) cash, (B) accounts receivable, net of allowance for doubtful accounts, (C) prepaid expenses, and (D) other current assets, less (ii) the sum of (A) accounts payable, (B) accrued expenses, and (C) income tax payable, each component of which will be calculated using the same methodology as was used in preparing the combined consolidating balance sheets of the Companies as of March 31, 1998 in the offering memorandum provided to Seller in connection with the Stock Purchase Agreement, with certain agreed upon adjustments. For the purposes of this calculation, amounts relating to gains on the sale or other disposition of assets after December 31, 1998 (whether reflected on the balance sheets of the Companies as an increase in cash or other assets, or a decrease in liabilities, or otherwise) shall be excluded and an amount equal thereto shall be deducted in calculating Adjusted Net Working Capital. Notwithstanding increased by the foregoing, Buyer shall be credited, as a reduction in the Adjusted Purchase Price, with the positive amount, if any, equal to (i) (A) by which the amount of Adjusted Net Working Capital on Deficit is less than $2,347,165 as of the Closing Date, Date (Bthe "Working Capital Adjustment"). (ii) plus an amount equal to any employee bonuses paid The Purchase Price shall be decreased by the Companies after March 31, 1999, (C) plus an amount equal to any payments or charges after March 31, 1999 for attorneys' fees and expenses, accountants' fees and expenses and investment bankers' fees and expenses, including without limitation relating to the Stock Purchase Agreement, this Agreement, the transactions contemplated hereby and thereby and the settlement of the matter described in Schedule 4.14, item 7, and, without ------------- limitation, any other payments, expenses or charges not in the ordinary course of business or extraordinary in nature after Xxxxx 00, 0000, (X) plus an amount equal to the principal portion product of any payments of Indebtedness after March 31, 1999(A) the shortfall (if any) between (1) Pro Forma Service Revenue for the month immediately prior to the Closing Date and (2) the Pro Forma Service Revenue Threshold for the month immediately prior to the Closing Date, and (EB) minus 35.16 (the "Operating Adjustment"). (b) Not less than five (5) days prior to the Closing Date, the Sellers shall prepare and deliver to the Buyer the following documents, certified by Parent's chief financial officer: (i) an amount equal to any increase in Adjusted Net Working Capital resulting from the payment after March 31, 1999 unaudited consolidated balance sheet of the receivable from Safety Shorts, Inc. previously thought Sellers (the "Preliminary Closing Balance Sheet") as of the last day of the calendar month ended not more than thirty-one (31) days prior to be uncollectible, minus the Closing Date (the "Preliminary Adjustment Date"); (ii) a calculation of the amount of Adjusted Net Working Capital Adjustment as of such date (the "Preliminary Working Capital Adjustment"); (iii) unaudited consolidated statements of operations for the month ended on March 31the Preliminary Adjustment Date (the "Preliminary Closing Operating Statements"), 1999which shall include statements of the Pro Forma Service Revenue as of such date (the "Preliminary Pro Forma Service Revenue"); and (iv) a calculation of the Operating Adjustment, if any, that would be required under Section 4.3(a)(ii) if the Preliminary Pro Forma Service Revenue were the Pro Forma Service Revenue for the month ended immediately prior to the Closing Date (the "Preliminary Operating Adjustment"). (c) Within sixty (60) days after the Closing Date, the Sellers shall prepare and deliver to the Buyer the following documents, certified by Parent's chief financial officer: (i) an unaudited consolidated balance sheet of the Sellers (the "Closing Balance Sheet") as of the last day of the calendar month ended immediately prior to the Closing Date (the "Final Adjustment Date"); (ii) a calculation of the Working Capital Adjustment as of such date (the "Final Working Capital Adjustment"); (iii) unaudited consolidated statements of operations for the month ended on the Final Adjustment Date (the "Closing Operating Statements"), which shall include statements of the Pro Forma Service Revenue as of such date (the "Final Pro Forma Service Revenue") and (iv) a calculation of the Operating Adjustment under Section 4.3(a)(ii) based on the Closing Operating Statements (the "Final Operating Adjustment"). (d) The Preliminary Balance Sheet, the Closing Balance Sheet, the Preliminary Operating Statements, and the Closing Operating Statements shall be prepared in accordance with the books and records of the Sellers, and shall be prepared on a basis consistent with the Audited Financial Statements, including GAAP, consistently applied, except for variations identified in Schedule 5.1.10. (e)(i) The Closing Operating Statements shall be final and binding on the parties unless the Buyer objects, by giving written notice within 45 days after the Buyer's receipt of the Closing Operating Statements, to any items in the Closing Operating Statements or the computation of the Final Pro Forma Service Revenue or the calculation of the Final Operating Adjustment. The purpose Closing Balance Sheet shall be final and binding on the parties unless Buyer objects, by giving written notice within 45 days after the Buyer's receipt of the foregoing sentence is Closing Balance Sheet, to place the parties any items in the same economic position as if Closing Balance Sheet or the Closing had occurred on March 31calculation of the Final Working Capital Adjustment. Prior to the expiration of such 45 day period, 1999the Buyer shall have the right to cause its accountants to conduct procedures specified by the Buyer with respect to the accounts and records of the Sellers in order to verify the Sellers' calculations.

Adjustments to the Purchase Price. 3.5.1 The Purchase Price shall be subject to adjustment as follows: (a) To determine if the Adjusted Closing Net Invested Capital will be less than the Minimum Net Invested Capital, the Purchase Price in accordance in accordance with Section 3.5shall be reduced by an amount equal to the amount by which the Closing Net Invested Capital is less than the Minimum Net Invested Capital, or (b) if the Closing Net Invested Capital will be more than the Minimum Net Invested Capital, the Preliminary Purchase Price will be increased by an amount equal to the amount by which the Closing Net Invested Capital exceeds the Minimum Net Invested Capital. (c) in addition, in the event that the Parties at the Closing have not agreed on the amount of the Closing Net Debt: (i) if the Closing Net Debt will be less than the Minimum Net Debt, the Purchase Price will be increased by an amount equal to the amount by which the Closing Net Debt is less than the Minimum Net Debt, or (ii) if the Closing Net Debt will be more than the Minimum Net Debt, the Purchase Price will be decreased by an amount equal to the amount by which the Closing Net Debt is more than the Minimum Net Debt. 3.5.2 The aggregate amount pursuant to which the Purchase Price shall be reduced or increased pursuant to paragraphs (subject a) or (b) or (c) of Section 3.5.1 shall be referred to herein as the "Adjustment Amount". 3.5.3 The adjustment contemplated by this Section shall apply for the 75% of the Adjustment Amount to the limitations provided below), as applicable, by Majority Price and for the aggregate amount, if any, by which the Adjusted Net Working Capital (as defined below) 25% of the Companies as of the close of business on the Closing Date and immediately prior Adjustment Amount to the Dissolution is less than or greater than $3,183,257. For purposes of this Agreement, the term "Adjusted Net Working Capital" means (i) the sum of ---------------------------- (A) cash, (B) accounts receivable, net of allowance for doubtful accounts, (C) prepaid expenses, and (D) other current assets, less (ii) the sum of (A) accounts payable, (B) accrued expenses, and (C) income tax payable, each component of which will be calculated using the same methodology as was used in preparing the combined consolidating balance sheets of the Companies as of March 31, 1998 in the offering memorandum provided to Seller in connection with the Stock Purchase Agreement, with certain agreed upon adjustments. For the purposes of this calculation, amounts relating to gains on the sale or other disposition of assets after December 31, 1998 (whether reflected on the balance sheets of the Companies as an increase in cash or other assets, or a decrease in liabilities, or otherwise) shall be excluded and an amount equal thereto shall be deducted in calculating Adjusted Net Working Capital. Notwithstanding the foregoing, Buyer shall be credited, as a reduction in the Adjusted Purchase Minority Price, with the positive amount, if any, equal to (i) (A) the amount of Adjusted Net Working Capital on the Closing Date, (B) plus an amount equal to any employee bonuses paid by the Companies after March 31, 1999, (C) plus an amount equal to any payments or charges after March 31, 1999 for attorneys' fees and expenses, accountants' fees and expenses and investment bankers' fees and expenses, including without limitation relating to the Stock Purchase Agreement, this Agreement, the transactions contemplated hereby and thereby and the settlement of the matter described in Schedule 4.14, item 7, and, without ------------- limitation, any other payments, expenses or charges not in the ordinary course of business or extraordinary in nature after Xxxxx 00, 0000, (X) plus an amount equal to the principal portion of any payments of Indebtedness after March 31, 1999, and (E) minus an amount equal to any increase in Adjusted Net Working Capital resulting from the payment after March 31, 1999 of the receivable from Safety Shorts, Inc. previously thought to be uncollectible, minus (ii) the amount of Adjusted Net Working Capital on March 31, 1999. The purpose of the foregoing sentence is to place the parties in the same economic position as if the Closing had occurred on March 31, 1999.

Adjustments to the Purchase Price. (a) To determine Nabors and Getty agree that the Adjusted Purchase Price in accordance in accordance with Section 3.5, the Preliminary Purchase Price shall be reduced or increased (subject to the limitations provided below), as applicable, by the aggregate amount, if any, by which the Adjusted Net Working Capital Liabilities (as defined below) of the Companies Delta as of the close Closing Date shall equal $1,265,000 and that in the event the Net Liabilities of business on Delta are greater or lesser than $1,265,000, the Purchase Price shall be increased or decreased, as the case may be, by an amount equal to the difference between the actual Net Liabilities and $1,265,000, as set forth below. (1) On or before a date that is 125 days following the Closing Date (or the next Business Day if such day is not a Business Day), Nabors will prepare and immediately prior deliver to Getty a statement (the Dissolution is less than or greater than $3,183,257"Closing Balance Sheet") showing the actual amount of Delta's assets and liabilities as of the Closing Date, calculated in a manner consistent with Delta's historical accounting policies and practices and generally accepted accounting principles ("GAAP"). For purposes of this Agreement, "Net Liabilities" shall mean the term "Adjusted difference between Delta's current assets and total liabilities, each calculated in a manner consistent with Delta's historical accounting policies and practices and GAAP; provided, however, that the following adjustments shall be made in the calculation of Net Working Capital" means Liabilities on the Closing Balance Sheet: (i) Delta's liabilities shall be increased by an amount equal to (x) the sum best estimate of ---------------------------- the severance expenses for Delta employees that arise as a result of the transactions contemplated hereby pursuant to severance policies or employment agreements of Delta in effect as of the Closing Date, as amended pursuant to Section 5(g)(4), including the cost to Delta of any continuation of health insurance or other employee benefits pursuant to such policies or agreements, minus (Ay) cash$1,000,000 (but in no event less than zero); provided, that if such expenses are less than $1,000,000 then Getty shall receive a credit in the amount by which such expenses are less than $1,000,000 (Bthe "Severance Credit") accounts receivable, net of allowance to be applied against Getty's obligations to Nabors with respect to Former Employee Liabilities for doubtful accounts, (C) prepaid expenses, and (D) other current assets, less Terminated Employees pursuant to Section 5(g); (ii) Delta's current assets shall be increased by the sum amount of (A) accounts payablecapital expenditures from October 1, (B) accrued expenses, and (C) income tax payable, each component of which will be calculated using 1994 through the same methodology Closing Date as was used in preparing permitted pursuant to the combined consolidating balance sheets of the Companies as of March 31, 1998 in the offering memorandum provided to Seller in connection with the Stock Purchase Agreement, with certain agreed upon adjustments. For the purposes terms of this calculation, Agreement (excluding amounts relating to gains on of capital expenditures for which Delta is reimbursed by a third party); (iii) Delta's current assets shall be decreased by the amount of proceeds from the sale or other disposition of assets after December 31any property, 1998 plant or equipment from October 1, 1994 through the Closing Date; (whether reflected on the balance sheets of the Companies as an increase in cash iv) all insurance claims, accounts receivables or other assets, or a decrease in liabilities, or otherwise) shall be excluded and an amount equal thereto shall be deducted in calculating Adjusted Net Working Capital. Notwithstanding the foregoing, Buyer shall be credited, as a reduction in the Adjusted Purchase Price, with the positive amount, if any, equal to (i) (A) the amount of Adjusted Net Working Capital receivables included on the Closing Date, Balance Sheet that are not collected on or before the date that is 120 days following the Closing Date (Bor the next Business Day if such day is not a Business Day) plus an amount equal to any employee bonuses paid will be fully reserved for on the Closing Balance Sheet; (v) Delta's liabilities shall be increased by the Companies after March 31cost to Nabors of any insurance premiums incurred by Nabors at Getty's request pursuant to Section 5(g)(4); and (vi) Delta's current assets shall be increased for profits and decreased for losses resulting from accounting for turnkey and footage drilling contracts not completed by the Closing Date on a percentage-of-completion basis in accordance with GAAP, 1999based upon the actual cost of the well and Delta's results pursuant to such contract or, (C) plus an amount equal to if a well remains uncompleted as of the date of delivery of the Closing Balance Sheet, the drilling budget and status of such contracts as of the date of delivery of the Closing Balance Sheet and the percentage-of-completion adjustments shall fully reflect any applicable insurance payments or charges after March 31, 1999 for attorneys' fees and expenses, accountants' fees and expenses and investment bankers' fees and expenses, including without limitation relating claims of Delta related to such turnkey or footage wellx. Xith respect to the Stock Purchase Agreementadjustment referred to in (vi) above, this Agreement, the transactions contemplated hereby Delta's current assets shall be increased for positive contract margins and thereby and the settlement of the matter described in Schedule 4.14, item 7, and, without ------------- limitation, any other payments, expenses or charges not in the ordinary course of business or extraordinary in nature after Xxxxx 00, 0000, (X) plus decreased for negative contract margins by an amount equal to the principal portion product of any payments of Indebtedness after March 31, 1999, and (Ei) minus an amount equal to any increase in Adjusted Net Working Capital resulting from the payment after March 31, 1999 of positive or negative contract margins on the receivable from Safety Shorts, Inc. previously thought to be uncollectible, minus contract multiplied by (ii) a fraction the amount numerator of Adjusted Net Working Capital which shall be equal to the number of revenue days under such contract occurring prior to and including the Closing Date and the denominator of which shall be equal to the total number of revenue days during the term of such contract. To the extent any insurance claims, account receivables or other receivables that are reserved on March 31the Closing Balance Sheet pursuant to (iv) above are collected, 1999. The purpose in whole or in part, or sold, transferred or otherwise disposed of by or on behalf of Delta, Nabors or any of their affiliates on or before the first anniversary of the foregoing sentence is Closing Date, Nabors shall pay the full amount collected or received in respect thereof to place Getty in cash within five Business Days of the parties in receipt thereof by Nabors, Delta or such affiliate. Any such insurance claims, account receivables or other receivables that remain uncollected at the same economic position as if end of the first anniversary of the Closing had occurred on March 31Date shall, 1999upon the request of Getty, be assigned to Getty or his designee for no further consideration.

Adjustments to the Purchase Price. (a) To determine the Adjusted The Unadjusted Purchase Price shall be adjusted as follows: (i) increased by an amount equal to the NGL Inventory Value for the volume of each of propane, isobutane, normal butane and natural gasoline included in accordance the aggregate NGL volume, as of the Effective Time, in the Ranger NGL Pipeline, the stock tanks at the Ranger Truck Terminal and loaded in trucks for transport to the Ranger Truck Terminal or the Siloam Fractionation Plant; (ii) increased by the net amount of all prepaid expenses (including prepaid Taxes) to the extent applying to the ownership and operation of the Assets following the Effective Time; and (iii) decreased for costs or expenses, including Taxes (other than income, franchise and similar taxes), incurred with respect to the operation of the Assets prior to the Effective Time but paid by Buyer after the Effective Time. Should Buyer or its Affiliates pay after the Effective Time any expenses for which Seller is responsible under this Section 1.3(a) and which have not been accounted for in the final Closing Adjustment in accordance with Section 3.51.3(d), the Preliminary Purchase Price Seller shall be reduced reimburse Buyer (or increased (subject to the limitations provided below)its Affiliates, as applicable) promptly after receipt of such Person’s invoice, accompanied by the aggregate amount, if any, by which the Adjusted Net Working Capital (as defined below) copies of the Companies relevant vendor or other invoice and proof of payment. (b) For purposes of determining the amount of cash to be paid as the Estimated Purchase Price by Buyer to Seller at the Closing pursuant to Section 1.5(a), Seller shall prepare and deliver, not less than two Business Days before the Closing Date, a good faith estimate of each adjustment to be made pursuant to Section 1.3(a) (the “Closing Adjustment”) determined in accordance with the US GAAP (except as set forth in Section 1.3(c)) as of the close of business on the Closing Date and immediately prior (such estimated adjustments, the “Estimated Closing Adjustment”), which shall be reasonably acceptable to the Dissolution is less than or greater than $3,183,257Buyer. For purposes of As used in this Agreement, the term "Adjusted Net Working Capital" means (i) the sum of ---------------------------- (A) cash, (B) accounts receivable, net of allowance for doubtful accounts, (C) prepaid expenses, and (D) other current assets, less (ii) the sum of (A) accounts payable, (B) accrued expenses, and (C) income tax payable, each component of which will be calculated using the same methodology as was used in preparing the combined consolidating balance sheets of the Companies as of March 31, 1998 in the offering memorandum provided to Seller in connection with the Stock Purchase Agreement, with certain agreed upon adjustments. For the purposes of this calculation, amounts relating to gains on the sale or other disposition of assets after December 31, 1998 (whether reflected on the balance sheets of the Companies as an increase in cash or other assets, or a decrease in liabilities, or otherwise) shall be excluded and an amount equal thereto shall be deducted in calculating Adjusted Net Working Capital. Notwithstanding the foregoing, Buyer shall be credited, as a reduction in the Adjusted “Estimated Purchase Price, with the positive amount, if any, equal to (i) (A) the amount of Adjusted Net Working Capital on the Closing Date, (B) plus ” shall mean an amount equal to any employee bonuses paid by the Companies after March 31, 1999, (C) plus an amount equal to any payments or charges after March 31, 1999 for attorneys' fees and expenses, accountants' fees and expenses and investment bankers' fees and expenses, including without limitation relating to the Stock Unadjusted Purchase Agreement, this Agreement, the transactions contemplated hereby and thereby and the settlement of the matter described in Schedule 4.14, item 7, and, without ------------- limitation, any other payments, expenses or charges not in the ordinary course of business or extraordinary in nature after Xxxxx 00, 0000, (X) Price plus an amount equal to the principal portion of any payments of Indebtedness after March 31, 1999, and Estimated Closing Adjustment (E) minus an amount equal to any increase in Adjusted Net Working Capital resulting from the payment after March 31, 1999 of the receivable from Safety Shorts, Inc. previously thought to which may be uncollectible, minus (ii) the amount of Adjusted Net Working Capital on March 31, 1999. The purpose of the foregoing sentence is to place the parties in the same economic position as if the Closing had occurred on March 31, 1999positive or negative).

Adjustments to the Purchase Price. As soon as practicable (abut not more than five business days) To determine after the Adjusted Purchase Price in accordance date on which the Final Statement of Assets and Liabilities shall have been determined in accordance with this Section 3.51.3, (A) Buyer shall pay to Seller in immediately available funds in U.S. dollars the Preliminary Purchase Price shall be reduced or increased (subject to the limitations provided below), as applicable, by the aggregate amount, if any, by which the Adjusted sum of (i) Net Working Capital Book Value (as defined belowdetermined without giving effect to receivables) of the Companies as of the close of business on at the Closing Date as reflected in the Final Statement of Assets and immediately prior to the Dissolution is less than or greater than $3,183,257. For purposes of this Agreement, the term "Adjusted Net Working Capital" means (i) the sum of ---------------------------- (A) cash, (B) accounts receivable, net of allowance for doubtful accounts, (C) prepaid expenses, Liabilities and (D) other current assets, less (ii) the sum Net Subsidiary Receivables Amount is greater than $51,775,194, which shall constitute an immediate upward adjustment of (A) accounts payable, the Purchase Price in such amount or (B) accrued expenses, and (C) income tax payable, each component of which will be calculated using Seller shall pay to Buyer in immediately available funds in U.S. dollars the same methodology as was used in preparing the combined consolidating balance sheets of the Companies as of March 31, 1998 in the offering memorandum provided to Seller in connection with the Stock Purchase Agreement, with certain agreed upon adjustments. For the purposes of this calculation, amounts relating to gains on the sale or other disposition of assets after December 31, 1998 (whether reflected on the balance sheets of the Companies as an increase in cash or other assets, or a decrease in liabilities, or otherwise) shall be excluded and an amount equal thereto shall be deducted in calculating Adjusted Net Working Capital. Notwithstanding the foregoing, Buyer shall be credited, as a reduction in the Adjusted Purchase Price, with the positive amount, if any, by which $51,775,194 is greater than the sum of the Net Subsidiary Receivables Amount and Net Book Value (as determined without giving effect to receivables) as at the Closing Date as reflected in the Final Statement of Assets and Liabilities, which shall constitute an immediate downward adjustment of the Purchase Price in such amount. "Net Subsidiary Receivables Amount" shall be equal to 95% of the net book value (i) (A) "net" meaning after deduction of the amount of Adjusted Net Working Capital the reserves for doubtful accounts) of the trade accounts receivable of the Subsidiaries as reflected on the Closing DateFinal Statement of Assets and Liabilities. If either party is required to make a payment pursuant to this Section 1.3(e), such party shall also be required to pay interest on the amount of such payment (B) plus an amount equal to any employee bonuses paid by for the Companies after March 31, 1999, (C) plus an amount equal to any payments or charges after March 31, 1999 for attorneys' fees and expenses, accountants' fees and expenses and investment bankers' fees and expenses, including without limitation relating to the Stock Purchase Agreement, this Agreement, the transactions contemplated hereby and thereby and the settlement period commencing as of the matter described in Schedule 4.14, item 7, and, without ------------- limitation, any other payments, expenses or charges not in Closing Date and ending on the ordinary course date on which the payment is made by such party) at a floating rate of business or extraordinary in nature after Xxxxx 00, 0000, (X) plus an amount interest equal to the principal portion ninety (90) day commercial paper rate for high grade unsecured notes as published from time to time in The Wall Street Journal, Eastern Edition. Notwithstanding the foregoing provisions of any payments of Indebtedness after March 31this Section 1.3(e), 1999no payment pursuant to this Section 1.3(e) shall be made unless the payment would exceed $100,000, and (E) minus an amount equal to any increase in Adjusted Net Working Capital resulting from if the payment after March 31, 1999 would exceed $100,000 then the full amount of the receivable from Safety Shorts, Inc. previously thought to payment contemplated by this Section 1.3(e) shall be uncollectible, minus (ii) the amount of Adjusted Net Working Capital on March 31, 1999. The purpose of the foregoing sentence is to place the parties in the same economic position as if the Closing had occurred on March 31, 1999made.

Adjustments to the Purchase Price. (a) To determine The parties hereto acknowledge and agree that the Adjusted Purchase Price following items shall be either a credit to the applicable Party, prorated at Closing or dealt with between the Parties outside of Closing: · The Lease being assumed by the Purchaser has a $7,000.00 deposit which shall be credited to the Seller; · There are two Duke Energy accounts with deposits of$1,195.00 each which shall be credited to the Seller; · The amount of inventory located in accordance the business shall be calculated, and the total agreed upon between the Parties the day before Closing, and that amount shall be credited to the Seller; · The annual General Liability and property insurance policies amount of $25,563.25 has been paid in accordance with Section 3.5full, to expire on January 21st, 2024. At Closing the General Liability and property insurance shall be prorated and a credit given to the Seller up te for the time beyond the date of Closing; · Tangible Tax for the business is paid annually in November and Purchaser shall get a credit for the estimated amount owed up to the date of Closing; · The Parties agree that ownership of the Bank of America operating checking account ending in 5783 shall be transferred to the Purchaser. Due to the timing of certain EFT expenditures, the Preliminary Purchase Price Parties agree to settle this account outside of Closing; · The Parties agree that the Bank of America Mastercard account ending in 2079 shall be reduced or increased (subject transferred to and assumed by the Purchaser. Due to the limitations provided below)timing of certain credit card expenditures, the Parties agree to settle this account outside of Closing; · The Parties acknowledge and agree that Xxxxxxxx has an Investment Account which has a value of approximately $8,325.00 (based on 3/22/2023 share price) which shall be transferred to Purchaser as applicable, by the aggregate amount, if any, by which the Adjusted Net Working Capital (as defined below) part of the Companies as of the close of business on the Closing Date and immediately prior transaction contemplated herein. Purchaser agrees to the Dissolution is less than or greater than $3,183,257. For purposes of this Agreement, the term "Adjusted Net Working Capital" means (i) the sum of ---------------------------- (A) cash, (B) accounts receivable, net of allowance honor any gift cards in exchange for doubtful accounts, (C) prepaid expenses, and (D) other current assets, less (ii) the sum of (A) accounts payable, (B) accrued expenses, and (C) income tax payable, each component of which will be calculated using the same methodology as was used in preparing the combined consolidating Seller transferring its Investmen{ Account balance sheets of the Companies as of March 31, 1998 in the offering memorandum provided to Seller in connection with the Stock Purchase Agreement, with certain agreed upon adjustments. For the purposes of this calculation, amounts relating to gains on the sale or other disposition of assets after December 31, 1998 (whether reflected on the balance sheets of the Companies as an increase in cash or other assets, or a decrease in liabilities, or otherwise) shall be excluded and an amount equal thereto shall be deducted in calculating Adjusted Net Working Capital. Notwithstanding the foregoing, Buyer shall be credited, as a reduction in the Adjusted Purchase Price, with the positive amount, if any, equal to (i) (A) the amount of Adjusted Net Working Capital on the Closing Date, (B) plus an amount equal to any employee bonuses paid by the Companies after March 31, 1999, (C) plus an amount equal to any payments or charges after March 31, 1999 for attorneys' fees and expenses, accountants' fees and expenses and investment bankers' fees and expenses, including without limitation relating to the Stock Purchase Agreement, this Agreement, the transactions contemplated hereby and thereby and the settlement of the matter described in Schedule 4.14, item 7, and, without ------------- limitation, any other payments, expenses or charges not in the ordinary course of business or extraordinary in nature after Xxxxx 00, 0000, (X) plus an amount equal to the principal portion of any payments of Indebtedness after March 31, 1999, and (E) minus an amount equal to any increase in Adjusted Net Working Capital resulting from the payment after March 31, 1999 of the receivable from Safety Shorts, Inc. previously thought to be uncollectible, minus (ii) the amount of Adjusted Net Working Capital on March 31, 1999. The purpose of the foregoing sentence is to place the parties in the same economic position as if the Closing had occurred on March 31, 1999Purchaser.

Adjustments to the Purchase Price. (a) To determine The parties acknowledge that the Adjusted Purchase Price in accordance Book Equity of the Company at the Closing Date is estimated and assumed by the Shareholders to be $714,111.92, as determined as set forth on Schedule B hereto and in accordance with Section 3.5GAAP. ---------- (b) As promptly as practicable after the Closing Date, the actual Book Equity of the Company as of the Closing Date will be determined by the Buyer in accordance with the provisions set forth on Schedule B and in accordance with GAAP, accordance with the provisions set forth on Schedule B and in accordance with GAAP, and shall be based on the Company's financial statements as of the Closing Date, which shall have been prepared by the Buyer in accordance with GAAP consistently applied and provided to each Shareholder within forty five (45) days after the Closing Date. In the event that the Book Equity of the Company as of the Closing Date is less or more than $714,111.92, the cash portion of the Preliminary Purchase Price shall be reduced adjusted for each dollar of such overage or increased shortfall, as the case may be. Within thirty (subject 30) days of receipt of notice of the amount of such Book Equity of the Company as of the Closing Date, the Shareholders' Representative shall provide to the limitations provided below)Buyer any comments or notice of disputes relating to such amount and the calculation thereof. If within thirty (30) days, as applicable, or such longer period agreed to in writing by the aggregate amountBuyer and the Shareholders' Representative, after receipt of such comments or notices from the Shareholders' Representative, the Shareholders' Representative and the Buyer have not mutually agreed on the final actual Book Equity of the Company as of the Closing Date, such amount shall be determined by KPMG (the "Accountant") and ---------- at the joint expense of all parties which determination shall be final and binding. In any event, if the Book Equity of the Company is determined to be less than $714,111.92, then the Shareholders shall pay to the Buyer in accordance with the Applicable Percentages, within five (5) business days after such determination, an amount in cash equal to the excess of $714,111.92 over the amount of the Book Equity of the Company. Such amounts, if any, shall be payable in cash received by which the Adjusted Net Working Capital (Shareholders as defined below) part of the Companies as Purchase Price. If the Book Equity of the close Company is determined to be more than $714,111.92, then the Buyer shall pay to each Shareholder, within five (5) business days after such determination, an amount in cash equal to such Shareholder's Applicable Percentage of business on the excess of the Book Equity of the Company over $714,111.92. The adjustment to the Preliminary Purchase Price provided for in this Section 2.02(b) shall not be subject to the provisions of Section 5.05 hereof. (c) As partial security for the Shareholders' contingent obligation to pay the Buyer the amount which would be required pursuant to Section 2.02(b) above in the event the Book Equity of the Company is determined to be less than $714,111.92 at the Closing Date and immediately prior Date, the Buyer shall provisionally retain $50,000 of the $1,814,111.92 otherwise payable to the Dissolution Shareholders pursuant to Section 2.01(a) hereof. With respect to any amount which may be owing by the Shareholders to the Buyer pursuant to Section 2.01(b) hereof, each Shareholders Applicable Percentage of such amount shall be permanently retained by the Buyer and credited against such Shareholder's obligation to pay such amount. To the extent no amount is less than owed by the Shareholders pursuant to Section 2.01(b) or if each Shareholder's Applicable Percentage of such $50,000 shall be greater than $3,183,257. For purposes such Shareholders Applicable Percentage of this Agreementany amount owed by the Shareholders pursuant to Section 2.01(b), after giving effect to the term "Adjusted Net Working Capital" means aforesaid permanent retention and crediting, then such Applicable Percentage of such amount (i) the sum of ---------------------------- (A) cash, (B) accounts receivable, net of allowance for doubtful accounts, (C) prepaid expenses, and (D) other current assets, less (ii) the sum of (A) accounts payable, (B) accrued expenses, and (C) income tax payable, each component of which will be calculated using the same methodology as was used in preparing the combined consolidating balance sheets or of the Companies as of March 31, 1998 in the offering memorandum provided to Seller in connection with the Stock Purchase Agreement, with certain agreed upon adjustments. For the purposes of this calculation, amounts relating to gains on the sale or other disposition of assets after December 31, 1998 (whether reflected on the balance sheets of the Companies as an increase in cash or other assets, or a decrease in liabilities, or otherwise) shall be excluded and an amount equal thereto shall be deducted in calculating Adjusted Net Working Capital. Notwithstanding the foregoing, Buyer shall be credited, as a reduction in the Adjusted Purchase Price, with the positive amountremaining portion, if any, equal to (iof such amount after such crediting) (A) the amount of Adjusted Net Working Capital on the Closing Date, (B) plus an amount equal to any employee bonuses shall be paid by the Companies after March 31, 1999, (C) plus an Buyer to such Shareholder together with interest on such amount equal to any payments or charges after March 31, 1999 for attorneys' fees and expenses, accountants' fees and expenses and investment bankers' fees and expenses, including without limitation relating the period from the Closing Date to the Stock Purchase Agreement, this Agreement, date prior to payment at the transactions contemplated hereby and thereby and the settlement of the matter described in Schedule 4.14, item 7, and, without ------------- limitation, any other payments, expenses or charges not in the ordinary course of business or extraordinary in nature after Xxxxx 00, 0000, (X) plus an amount equal prevailing rates applicable to the principal portion of any payments of Indebtedness after March 31, 1999, and (E) minus an amount equal to any increase in Adjusted Net Working Capital resulting from the payment after March 31, 1999 of the receivable from Safety Shorts, Inc. previously thought to be uncollectible, minus (ii) the amount of Adjusted Net Working Capital on March 31, 1999. The purpose of the foregoing sentence is to place the parties in the same economic position as if the Closing had occurred on March 31, 1999Interliant's Chase Vista Management Money Market Fund.

Adjustments to the Purchase Price. (a) To determine Subject to Sections 3.3(b) and 3.3(c), as of the Adjusted Purchase Price in accordance in accordance with Section 3.5, Closing the Preliminary Purchase Price shall be reduced or increased adjusted, on a dollar-for-dollar basis and without duplication, to account for the items set forth in this Section 3.3(a): (subject 1) The Purchase Price shall be adjusted to account for the limitations provided below), as applicable, by the aggregate amount, if any, by which the Adjusted Net Working Capital (as defined below) of the Companies items prorated as of the close Closing pursuant to Section 3.5. (2) The Purchase Price shall be (A) increased if and to the extent that the Book Value of business on the Nuclear Fuel owned by Seller as of the Closing Date is greater than the applicable Nuclear Fuel Book Value Baseline Amount, and immediately prior (B) decreased if and to the Dissolution extent that Book Value of the Nuclear Fuel owned by Seller as of the Closing is less than or the applicable Nuclear Fuel Book Value Baseline Amount. (3) The Purchase Price shall be (A) increased if and to the extent that the Book Value of the Facility Inventories as of the Closing is greater than Twenty Five Million Two Hundred Thousand Dollars ($3,183,25725,200,000), and (B) decreased if and to the extent that the Book Value of the Facility Inventories as of the Closing is less than Twenty Five Million Two Hundred Thousand Dollars ($25,200,000). (4) The Purchase Price shall be (i) decreased by the Capital Expenditures Shortfall and (ii) increased by the amount of any and all expenditures (including an allocation for corporate overhead, warehousing and general and administrative expenses) for capital additions to or replacements of property, plant and equipment and other expenditures or repairs on property, plant and equipment relating to the Facilities or the Sites that are capitalized by Seller in accordance with its normal accounting policies (“Capital Expenditures”) that are made in respect of work performed after the date hereof and have been specifically requested or approved by Buyer in writing. For purposes of this AgreementSection 3.3(a)(4), any work described on the Capital Budget or set forth in Schedule 3.3(a)(5) shall not be deemed to have been requested or approved by Buyer unless otherwise set forth in writing and specifically requesting or authorizing the same. Nothing in this paragraph should be construed to limit Seller’s rights and obligations to make all Capital Expenditures necessary to comply with the NRC License, the term "Adjusted Net Working Capital" means NRC Commitments and other Permits. (i5) The Purchase Price shall be adjusted each day that the sum of ---------------------------- Closing Date occurs after March 1, 2007 by the cumulative applicable dollar amount for all such days as set forth in Schedule 3.3(a)(5). (A6) cash, (B) accounts receivable, net of allowance for doubtful accounts, (C) prepaid expenses, and (D) other current assets, less (ii) If the sum of (A) accounts payable, (B) accrued expenses, and (C) income tax payable, each component of which will be calculated using the same methodology as was used in preparing the combined consolidating balance sheets projected cost to dispose of the Companies Low Level Waste at the Palisades Facilities as of March 31the Closing Date is greater than Five Hundred Thousand Dollars ($500,000), 1998 the Purchase Price shall be adjusted downward to the extent that the cost of such Low Level Waste disposal is greater than Five Hundred Thousand Dollars ($500,000). Conversely, if the projected cost to dispose of the Low Level Waste at the Palisades Facilities as of the Closing Date is less than Five Hundred Thousand Dollars ($500,000), the Purchase Price shall be adjusted upward to the extent that the cost of such Low Level Waste disposal is less than Five Hundred Thousand Dollars ($500,000). The calculation of the projected cost to dispose of the Low Level Waste at the Palisades Facilities as of the Closing Date shall be made in the offering memorandum provided to Seller in connection accordance with the Stock methodology set forth on Schedule 3.3(a)(5). (7) The Purchase AgreementPrice shall be adjusted as provided in Section 6.10(g). (8) The Purchase Price shall be adjusted as provided in Section 6.10(l). (9) The Purchase Price shall be adjusted for the Big Rock Amount as provided in Section 6.25. (b) No less than ten (10) Business Days prior to the Closing Date, Seller shall prepare in good faith and deliver to Buyer an estimated closing statement (the “Estimated Closing Statement”) that shall set forth Seller’s best estimate of all adjustments to the Purchase Price required by Section 3.3(a) (the “Estimated Adjustments”). Seller shall cooperate with certain agreed upon adjustmentsBuyer and provide Buyer and its representatives access to all information used to calculate the Estimated Adjustments. For Within five (5) Business Days after the purposes of this calculation, amounts relating to gains on the sale or other disposition of assets after December 31, 1998 (whether reflected on the balance sheets delivery of the Companies as Estimated Closing Statement by Seller to Buyer, Buyer may object in good faith to any Estimated Adjustment in writing. If Buyer objects to an increase in cash Estimated Adjustment, the Parties shall attempt to resolve their differences by negotiation. If and to the extent the Parties are able to do so prior to the Closing Date (or other assetsif Buyer does not object to any of the Estimated Adjustments), or a decrease in liabilities, or otherwise) the Purchase Price shall be excluded and an adjusted (the “Closing Adjustment”) for the Closing by the amount equal thereto shall be deducted of the Estimated Adjustments not in calculating Adjusted Net Working Capitaldispute. Notwithstanding the foregoing, Buyer shall be credited, as a reduction in the Adjusted The Purchase Price, as so adjusted at Closing by the undisputed Estimated Adjustments, is referred to herein as the “Closing Payment.” The Closing Payment shall be paid by Buyer to Seller at the Closing. The disputed Estimated Adjustments shall be resolved in accordance with the positive amountprovisions of Section 3.3(c) and paid as part of any Post- Closing Adjustment to the extent required by Section 3.3(c). (c) Within sixty (60) Business Days after the Closing Date, Seller shall prepare and deliver to Buyer a final closing statement (the “Post-Closing Statement”) that shall set forth all adjustments to the Purchase Price required by Section 3.3(a) and any disputed Estimated Adjustments pursuant to Section 3.3(b) (the “Proposed Post-Closing Adjustment”) and all work papers detailing such adjustments. Within thirty (30) Business Days after the delivery of the Post-Closing Statement by Seller to Buyer, Buyer may object to the Proposed Post- Closing Adjustment in writing. Seller and Buyer agree to cooperate with one another to provide one another with the information used to prepare the Post-Closing Statement and information relating thereto. If Buyer objects to the Proposed Post-Closing Adjustment, the Parties shall attempt to resolve such dispute by negotiation. If the Parties are unable to resolve such dispute within thirty (30) days after any objection by Buyer, the Parties shall appoint the Independent Accounting Firm, which shall, at Seller’s and Buyer’s joint expense, review the Proposed Post- Closing Adjustment and determine the appropriate adjustment to the Purchase Price, if any, equal within thirty (30) days after such appointment. The Parties agree to cooperate with the Independent Accounting Firm and provide it with such information as it reasonably requests to enable it to make such determination. The Independent Accounting Firm shall act as an expert and not as an arbitrator and shall make findings only with respect to the remaining disputes so submitted to it (i) (A) the amount and not by independent review). The finding of Adjusted Net Working Capital such Independent Accounting Firm shall be binding on the Parties hereto. Upon determination of the appropriate adjustment (the “Post-Closing DateAdjustment”) by agreement of the Parties or by binding determination of the Independent Accounting Firm, the Party owing the difference shall deliver such amount to the other Party (Btogether with interest accrued thereon at the Interest Rate from and including the Closing Date to but excluding the date of payment) plus an amount equal to no later than two (2) Business Days after such determination, in immediately available funds or in any employee bonuses paid other manner as reasonably requested by the Companies after March 31, 1999, (C) plus an amount equal to any payments or charges after March 31, 1999 for attorneys' fees and expenses, accountants' fees and expenses and investment bankers' fees and expenses, including without limitation relating to the Stock Purchase Agreement, this Agreement, the transactions contemplated hereby and thereby and the settlement of the matter described in Schedule 4.14, item 7, and, without ------------- limitation, any other payments, expenses or charges not in the ordinary course of business or extraordinary in nature after Xxxxx 00, 0000, (X) plus an amount equal to the principal portion of any payments of Indebtedness after March 31, 1999, and (E) minus an amount equal to any increase in Adjusted Net Working Capital resulting from the payment after March 31, 1999 of the receivable from Safety Shorts, Inc. previously thought to be uncollectible, minus (ii) the amount of Adjusted Net Working Capital on March 31, 1999. The purpose of the foregoing sentence is to place the parties in the same economic position as if the Closing had occurred on March 31, 1999payee.