Common use of Cash Consideration Adjustment Clause in Contracts

Cash Consideration Adjustment. (a) Not less than three (3) business days prior to the Closing Date (as defined herein), Seller shall cause Parent to prepare and deliver to Purchaser (i) an estimated statement of the Net Assets (as defined herein) of the Companies that fairly presents the assets and liabilities of the Companies on a consolidated basis as of the close of business on the Closing Date (the "Estimated Net Assets Statement") to be prepared in good faith in conformity with GAAP applied on a basis consistent with the Combined Group Financial Statements (as defined herein) and (ii) a certificate as to the preparation of the Estimated Net Assets Statement executed by the Chief Executive Officer and Chief Financial Officer of each of the Companies. Purchaser and its representatives shall have full access to all relevant books and records and employees of the Companies in connection with Parent's preparation, and Purchaser's review, of the Estimated Net Assets Statement. The term "Net Assets" means (i) cash and cash equivalents, trade accounts receivable (net of allowance for doubtful accounts) and receivables relating to equipment sales not to exceed $30,000, inventory (net of valuation allowances and allowances for excess and obsolete inventory) and prepaid expenses and deposits (including prepaid income Taxes, but excluding Seller Transaction Fees) of the Companies on a consolidated basis less (ii) the accounts payable, accrued expenses (including income Taxes payable and accrued transaction expenses) of the Companies on a consolidated basis, in the case of each of the foregoing clauses (i) and (ii), determined in accordance with GAAP consistently applied using the same accounting principles, procedures and methods that were used to prepare the Combined Group Financial Statements plus (iii) receivables for rebates from raw material vendors (the "Cash Rebate Receivables") which have not been received as of the Closing Date, provided that the Cash Rebate Receivables shall only include rebates which (1) have been earned with respect to purchases of raw material received by Papercon at any of its manufacturing locations prior to the Closing Date, (2) are fully earned based on such purchases and receipts, (3) are required to be paid in cash or pursuant to a credit memo that can be currently applied, (4) are received in cash within sixty (60) calendar days of the end of the current fiscal year or pursuant to a credit memo that can be applied within sixty (60) calendar days of the end of the current fiscal year, (5) are with respect to purchases of materials which are of a nature and amount consistent with the ordinary course of business consistent with past practice, (6) are earned pursuant to fully executed written rebate agreements entered into prior to April 5, 2004, which agreements have not been entered into in connection with or in anticipation of the consummation of transactions contemplated by this Agreement, and (7) are not otherwise included in Net Assets.

Cash Consideration Adjustment. (a) Not less than three (3) business days prior to Seller has prepared the attached Section E of the Seller Disclosure Schedule, which lists certain current assets and current liability accounts and certain accounting principles, methodologies and policies used in the determination of such accounts. The Estimated Cash Consideration shall be adjusted after the Closing Date (as defined herein), Seller shall cause Parent to prepare and deliver to Purchaser in accordance with this Section 3.05 based upon (i) an estimated statement of the actual Closing Net Assets (as defined herein) of the Companies that fairly presents the assets and liabilities of the Companies on a consolidated basis as of the close of business on the Closing Date (the "Estimated Net Assets Statement") to be prepared in good faith in conformity with GAAP applied on a basis consistent with the Combined Group Financial Statements (as defined herein) and (ii) a certificate as to the preparation of the Estimated Net Assets Statement executed by the Chief Executive Officer and Chief Financial Officer of each of the Companies. Purchaser and its representatives shall have full access to all relevant books and records and employees of the Companies in connection with Parent's preparationIndebtedness, and Purchaser's review, of the Estimated Net Assets Statement. The term "Net Assets" means (i) cash and cash equivalents, trade accounts receivable (net of allowance for doubtful accounts) and receivables relating to equipment sales not to exceed $30,000, inventory (net of valuation allowances and allowances for excess and obsolete inventory) and prepaid expenses and deposits (including prepaid income Taxes, but excluding Seller Transaction Fees) of the Companies on a consolidated basis less (ii) the accounts payable, accrued expenses actual Closing Working Capital (including income Taxes payable Excluding Accounts Receivable) and accrued transaction expenses(iii) of the Companies on a consolidated basis, in the case of actual Closing Accounts Receivable (each of the foregoing clauses clause (i) and (ii), determined iii) as calculated in accordance with GAAP consistently applied Section E of the Seller Disclosure Schedule). For purposes hereof, the statement of the Closing Net Indebtedness, the Closing Working Capital (Excluding Accounts Receivable) and the Closing Accounts Receivable, together with the calculation of the Cash Consideration that results from the determination of such amounts, shall be referred to as the “Closing Statement.” For the avoidance of doubt, amounts included in the determination of Closing Net Indebtedness shall be excluded from the determination of the Closing Working Capital (Excluding Accounts Receivable) and Closing Accounts Receivable. The Closing Statement shall be prepared on the basis of, and using the same accounting principles, procedures methodologies and methods that were policies, as specified in Section E and I of the Seller Disclosure Schedule and, to the extent not specified therein, as used in preparing the Financial Statements. (b) If the Cash Consideration (as defined in Section 3.02) as finally determined in accordance with this Section 3.05 is less than the Estimated Cash Consideration, Seller shall contribute to Arris HoldCo the amount of such shortfall, and if the Cash Consideration as finally determined in accordance with this Section 3.05 is greater than the Estimated Cash Consideration, Arris HoldCo shall refund to Seller the amount of such excess, in each case by wire transfer of immediately available U.S. Dollar funds to an account designated in advance by the party entitled to receive payment pursuant to this Section 3.05(b) within three (3) Business Days after the final determination of the Cash Consideration, plus interest on the amount paid accrued from the Closing Date to the date of such payment at the prime rate as published by the Wall Street Journal, Eastern Edition, in effect on the Closing Date through the date of payment. (c) As promptly as practicable (and, in any event, within 120 days after the Closing), Seller shall prepare and deliver to Purchaser the Combined Group Financial Statements plus (iii) receivables for rebates from raw material vendors (Closing Statement prepared in accordance with this Section 3.05. To facilitate the "Cash Rebate Receivables") which have not been received as preparation of the Closing DateStatement and the resolution of any disputes arising thereunder, provided Purchaser and Seller will provide the other party and its accountants with reasonable access to the books, records and personnel of Seller, Purchaser, the Company, the Company Subsidiaries, including any relevant working papers, each only to the extent reasonably related to the preparation of the Closing Statement and the Disagreement Notice throughout the periods during which the Closing Statement is being prepared or evaluated and any disputes that may arise under this Section 3.05 are being resolved. If Purchaser disagrees with the Cash Rebate Receivables determination of the Closing Statement, Purchaser shall only include rebates notify Seller of such disagreement within 60 days after delivery of the Closing Statement, which notice shall set forth any such disagreement in reasonable detail (1a “Disagreement Notice”). If Purchaser fails to deliver a Disagreement Notice by the end of such 60-day period, Purchaser shall be deemed to have accepted the Closing Statement delivered by Seller. Matters included in the calculations in the Closing Statement to which Purchaser does not object in the Disagreement Notice shall be deemed accepted by Purchaser and shall not be subject to further dispute or review. Purchaser and Seller shall negotiate in good faith to resolve any such disagreement, and any resolution agreed to in writing by Purchaser and Seller shall be final and binding upon Purchaser and Seller. (d) have been earned with respect If Purchaser and Seller are unable to purchases resolve any disagreement as contemplated by Section 3.05(c) within 30 days after delivery by Purchaser of raw material received by Papercon at a Disagreement Notice, Purchaser and Seller shall jointly select a mutually acceptable third party firm, the retention of which will not give rise to present or potential future auditor independence problems for Seller, Purchaser or any of its manufacturing locations prior their respective Affiliates or Subsidiaries, as determined by the reasonable discretion of Seller and Purchaser, to resolve such disagreement (the firm so selected shall be referred to herein as the “Accounting Arbitrator”). Purchaser and Seller shall instruct the Accounting Arbitrator to consider only those items and amounts set forth in the Closing Date, (2) are fully earned based on such purchases and receipts, (3) are required Statement as to be paid in cash or which Purchaser has disagreed pursuant to a credit memo that can be currently appliedDisagreement Notice and Purchaser and Seller have not resolved their disagreement. In resolving any such disagreement, the Accounting Arbitrator may not assign a value to such item greater than the greatest value for such item claimed by Seller in the Closing Statement or by Purchaser in the Disagreement Notice or less than the lowest value for such item claimed by Seller in the Closing Statement or by Purchaser in the Disagreement Notice. Purchaser and Seller shall use commercially reasonable efforts to cause the Accounting Arbitrator to deliver to Purchaser and Seller, as promptly as practicable (4) are received and, in cash any event, within sixty (60) calendar 90 days after the selection of the end Accounting Arbitrator), a written report setting forth the resolution of any such disagreement determined in accordance with the terms of this Agreement (such report to include a worksheet setting forth in reasonable detail all material calculations used in arriving at such resolution). Such report shall be final and binding upon Purchaser and Seller, and Purchaser and Seller agree that a judgment enforcing the report of the current fiscal year or pursuant to Accounting Arbitrator may be entered by a credit memo that can be applied within sixty (60) calendar days court having jurisdiction thereover. The fees, costs and expenses of the end of the current fiscal year, (5) are with respect to purchases of materials which are of a nature and amount consistent with the ordinary course of business consistent with past practice, (6) are earned pursuant to fully executed written rebate agreements entered into prior to April 5, 2004, which agreements have not been entered into Accounting Arbitrator arising in connection with this Section 3.05 shall be borne one-half by Purchaser and one-half by Seller; provided, however, that either Purchaser or Seller may instruct the Accounting Arbitrator to determine whether such party is substantially correct in anticipation all aspects of the consummation disagreement and, if the Accounting Arbitrator so determines, such party shall pay none of transactions contemplated by this Agreementthe fees, costs and (7) are not otherwise included in Net Assetsexpenses of the Accounting Arbitrator and the other party shall pay all such fees, costs and expenses.

Cash Consideration Adjustment. 8.1 The Purchaser and Vendors shall procure that Completion Accounts shall be prepared as at the Completion Date. 8.2 The Completion Accounts shall comprise the consolidated balance sheet of the Company Group as at the Completion Date and the consolidated profit and loss account of the Company Group for the period commencing on the Accounts Date and ending on the Completion Date together with such explanatory notes relating thereto as shall be required to support them. 8.3 The Completion Statement shall be prepared in accordance with all applicable Financial Reporting Standards and under UK Generally Accepted Accounting Procedures and subject thereto on the basis of the accounting policies and practices adopted in the Company's audited Accounts (asee attached) Not less than three and then adjusted (3) business days prior if and to the Closing Date extent that the following adjustments have not already been applied) to take account of the following matters:- 8.3.1 any National Insurance paid or accrued by the Company in respect of the issue of options under the Staff Share Scheme; 8.3.2 any amortised goodwill; 8.3.3 any fees considered to be exceptional and resulting from the pursuance of the sale to Great Plains Software Inc. (likely to include the costs of the visit of certain PWA directors to Great Plains Software Inc. and the costs of tax advice to the Company on the issue and rollover of share options); 8.3.4 trading in February being normalised to take account of any sales slippage due to management focus on the sale to Great Plains Software Inc.; 8.3.5 any other fees or expenses or adjustments charged to the Group Company on the instruction of Great Plains Software Inc. 8.4 The Purchaser shall be entitled to require that, within 30 days of receipt of such Completion Statement, such Completion Statement shall be audited by the Purchaser or its Auditor for the purpose of ascertaining the Net Asset Value and may be revised with the agreement of the Purchaser and the Vendor as defined herein), Seller a result thereof and will then be the Signed Completion Accounts. 8.5 Not later than five (5) Business Days after the issue of the signed Completion Accounts: 8.5.1 the Vendor shall cause Parent pay to prepare and deliver to the Purchaser the amount (iif any) an estimated statement of by which the Net Assets (as defined herein) of shown in the Companies that fairly presents Completion Statement are less than [amount in words] pounds [US$ ]; 8.5.2 the assets and liabilities of the Companies on a consolidated basis as of the close of business on the Closing Date (the "Estimated Net Assets Statement") to be prepared in good faith in conformity with GAAP applied on a basis consistent with the Combined Group Financial Statements (as defined herein) and (ii) a certificate as Vendor shall pay to the preparation Purchaser the amount (if any) by which the Working Capital as at the Completion Date falls short of [amount in words] pounds [(US$ )] and the Estimated Net Assets Statement executed by Cash Consideration shall be deemed to have been adjusted accordingly. 8.6 The Purchaser shall, if the Chief Executive Officer and Chief Financial Officer of each of the Companies. Purchaser and its representatives shall have full access Vendor fails to all relevant books and records and employees of the Companies in connection with Parent's preparation, and Purchaser's review, of the Estimated Net Assets Statement. The term "Net Assets" means (i) cash and cash equivalents, trade accounts receivable (net of allowance for doubtful accounts) and receivables relating to equipment sales not to exceed $30,000, inventory (net of valuation allowances and allowances for excess and obsolete inventory) and prepaid expenses and deposits (including prepaid income Taxes, but excluding Seller Transaction Fees) of the Companies on a consolidated basis less (ii) the accounts payable, accrued expenses (including income Taxes payable and accrued transaction expenses) of the Companies on a consolidated basis, in the case of each of the foregoing clauses (i) and (ii), determined make payment in accordance with GAAP consistently applied using the same accounting principles, procedures and methods that were used provisions of clause 8.3 be entitled to prepare set off the Combined Group Financial Statements plus (iii) receivables for rebates from raw material vendors (the "Cash Rebate Receivables") which have not been received as of the Closing Date, provided that the Cash Rebate Receivables shall only include rebates which (1) have been earned with respect to purchases of raw material received by Papercon at any of its manufacturing locations prior amount due to the Closing Date, (2) are fully earned based on such purchases and receipts, (3) are required to be paid in cash or pursuant to a credit memo that can be currently applied, (4) are received in cash within sixty (60) calendar days of the end of the current fiscal year or pursuant to a credit memo that can be applied within sixty (60) calendar days of the end of the current fiscal year, (5) are with respect to purchases of materials which are of a nature and amount consistent with the ordinary course of business consistent with past practice, (6) are earned pursuant to fully executed written rebate agreements entered into prior to April 5, 2004, which agreements have not been entered into in connection with or in anticipation of the consummation of transactions contemplated Purchaser against any amounts payable by this Agreement, and (7) are not otherwise included in Net Assetsit under clause 3.1.

Cash Consideration Adjustment. (a) Not less than three Within two hundred seventy (3270) business days prior to after the Closing Date (as defined herein)Date, Seller Purchaser shall cause Parent to prepare and deliver to Purchaser the Seller a written statement (“Purchaser’s Closing Payment Calculation Statement”) setting forth Purchaser’s calculations (“Purchaser’s Proposed Calculations”) of (i) an estimated statement of the Net Assets (as defined herein) of the Companies that fairly presents the assets and liabilities of the Companies on a consolidated basis as of the close of business on the Closing Date (the "Estimated Net Assets Statement") to be prepared in good faith in conformity with GAAP applied on a basis consistent with the Combined Group Financial Statements (as defined herein) and (ii) a certificate as to the preparation of the Estimated Net Assets Statement executed by the Chief Executive Officer and Chief Financial Officer of each of the Companies. Purchaser and its representatives shall have full access to all relevant books and records and employees of the Companies in connection with Parent's preparationCompany Cash, and Purchaser's review, of the Estimated Net Assets Statement. The term "Net Assets" means (i) cash and cash equivalents, trade accounts receivable (net of allowance for doubtful accounts) and receivables relating to equipment sales not to exceed $30,000, inventory (net of valuation allowances and allowances for excess and obsolete inventory) and prepaid expenses and deposits (including prepaid income Taxes, but excluding Seller Transaction Fees) of the Companies on a consolidated basis less (ii) the accounts payableDebt Amount, accrued expenses (including income Taxes payable iii) the Transaction Expenses, (iv) the Net Working Capital, and accrued transaction expenses(v) of the Companies Cash Consideration actually due to the Seller calculated in accordance with Section 2.1 based on a consolidated basis, the amounts in the case of each of the foregoing clauses (i) – (iv). (b) After receipt of Purchaser’s Closing Payment Calculation Statement, the Seller shall have the longer of: (x) thirty (30) days or fifteen (15) days after having received all material information and records reasonably requested by the Seller that are necessary to determinate the accuracy and completeness of Purchaser’s Closing Payment Calculation Statement so long as any such request is made within ten (10) days after the delivery of Purchaser’s Closing Payment Calculation Statement (the “Review Period”) to review Purchaser’s Closing Payment Calculation Statement. During the Review Period, Purchaser shall (i) permit the Seller to have reasonable access during normal business hours to the books and records pertaining to or used in connection with the preparation of Purchaser’s Closing Payment Calculation Statement and (ii) provide the Seller reasonable access during normal business hours to Purchaser’s and the Company’s employees and accountants as reasonably requested by the Seller; provided that such access will be in a manner that does not unreasonably interfere with the normal business operations of Purchaser or the Company. On or prior to the last day of the Review Period, the Seller shall notify Purchaser in writing of any disagreement with Purchaser’s Closing Payment Calculation Statement or with the accuracy of any of Purchaser’s Proposed Calculations. Any such notice of disagreement shall specify those items or amounts as to which the Seller disagrees and shall include the Seller’s proposed changes to the calculation of the Company Cash, the Debt Amount, the Transaction Expenses, the Net Working Capital and the Purchase Price, as applicable (the “Seller’s Proposed Calculations”); provided, that the Seller may only dispute any matters in Purchaser’s Proposed Calculations based on (x) non-compliance with the definitions of Net Working Capital, Debt Amount and Transaction Expenses, and (y) mathematical errors in the computation of Purchaser’s Proposed Calculations. The Seller shall be deemed to have agreed with all other items and amounts included in Purchaser’s Closing Payment Calculation Statement that are not identified in the Seller’s Proposed Calculations. If the Seller does not dispute any aspect thereof or the amount of any of Purchaser’s Proposed Calculations during the Review Period, then Purchaser’s Closing Payment Calculation Statement and Purchaser’s Proposed Calculations shall be conclusive and binding upon the Parties. (c) In the event of a dispute with respect to the Seller’s Proposed Calculations, Purchaser and the Seller shall attempt to reconcile differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the Parties. If Purchaser and the Seller are unable to reach a resolution to such effect within thirty (30) days after Purchaser’s receipt of the Seller’s Proposed Calculations, Purchaser and the Seller shall engage BDO USA LLP (the “Independent Accounting Firm”), acting as experts and not as arbitrators, to resolve the remaining disputed items (the “Remaining Disputed Items”). The Independent Accounting Firm shall be directed to, within thirty (30) days after such submission, determine and report to the Parties upon the Remaining Disputed Items with respect to Purchaser’s Closing Payment Calculation Statement, and such report shall be final, binding and conclusive on the Parties hereto and shall constitute an arbitral award upon which a judgment may be entered in any court having jurisdiction thereof. The Independent Accounting Firm shall be authorized to resolve only the Remaining Disputed Items, and such resolution shall be based solely on the materials submitted by the Parties and not on independent review, and, in any event, shall be no less than the lesser of the amount claimed by either Purchaser or the Seller, and shall be no greater than the greater of the amount claimed by either Purchaser or the Seller. The statement and amount selected by the Independent Accounting Firm are referred to herein as the “Final Purchase Price Calculation Statement” and the “Final Purchase Price,” respectively. Purchaser and the Seller shall execute, if requested by the Independent Accounting Firm, an engagement letter containing reasonable and customary terms. The Independent Accounting Firm shall determine the allocation of its costs and expenses based upon the percentage by which the portion of the contested amount not awarded to Purchaser, on the one hand, or the Seller, on the other hand, bears to the amount actually contested by or on behalf of such Parties. For example, if the Seller claims the Final Purchase Price is $1,000 more than the amount determined by Purchaser, and Purchaser contests only $500 of the amount claimed by the Seller, and if the Independent Accounting Firm ultimately resolves the dispute by awarding the Seller $300 of the $500 contested, then the costs and expenses of arbitration will be allocated 60% (i.e., 300/500) to Purchaser and 40% (i.e., 200/500) to the Seller. (d) Upon the determination, in accordance with GAAP consistently applied using the same accounting principlesSection 2.4, procedures and methods that were used to prepare the Combined Group Financial Statements plus (iii) receivables for rebates from raw material vendors (the "Cash Rebate Receivables") which have not been received as of the Closing DateFinal Purchase Price and the determination of the Final Net Working Capital, provided that the Cash Rebate Receivables shall only include rebates Final Debt Amount and the Final Company Transaction Expenses pursuant to Section 2.4(c): (i) If the Final Purchase Price is greater than the Estimated Purchase Price, then Purchaser shall, within five (5) Business Days of the date upon which (1) have been earned with respect to purchases the Final Purchase Price is determined, pay the amount of raw material received by Papercon at any of its manufacturing locations prior such excess to the Closing DateSeller in accordance with written instructions provided by the Seller to Purchaser; and (ii) If the Final Purchase Price is less than the Estimated Purchase Price, the Parties agree that, without any further action required by any Party hereto, the amount of the Third Deferred Payment shall be reduced by the amount of any such deficiency. (2e) are fully earned based on such purchases and receipts, (3) are required Any payment to be made pursuant to Section 2.4(d)(i) shall be, subject to Section 2.6, paid in cash or pursuant and made to a credit memo that can the account designated in writing by the Seller. Any rights accruing to any Party under this Section 2.4 be currently applied, (4) are received in cash within sixty (60) calendar days addition to and independent of the end rights to indemnification under ARTICLE IX and any payments made to any Party under this Section 2.4 shall not be subject to the requirements of the current fiscal year or pursuant to a credit memo that can be applied within sixty (60) calendar days of the end of the current fiscal year, (5) are with respect to purchases of materials which are of a nature and amount consistent with the ordinary course of business consistent with past practice, (6) are earned pursuant to fully executed written rebate agreements entered into prior to April 5, 2004, which agreements have not been entered into in connection with or in anticipation of the consummation of transactions contemplated by this Agreement, and (7) are not otherwise included in Net AssetsArticle IX.

Cash Consideration Adjustment. (a) Not less than At least three (3) business days Business Days prior to the Closing Date, the Selling Stockholder shall deliver to Purchaser in writing its good faith estimate of Closing Working Capital, which shall be derived from the applicable amounts contained in the most recent completed financial statements for the calendar month ending prior to the Closing Date (the “Estimated Working Capital”). If the Estimated Working Capital exceeds the Working Capital Target, then the amount of the Cash Consideration to be paid by Purchaser to the Selling Stockholder at Closing (the “Closing Cash Consideration”) shall equal the Cash Consideration plus the amount of such excess, or if the Working Capital Target exceeds the Estimated Working Capital then the Closing Cash Consideration shall equal the Cash Consideration minus the amount of such excess. If the Estimated Working Capital equals the Working Capital Target, then there shall be no adjustment to the Cash Consideration under this Section 3.3(a). (b) As promptly as defined herein)practicable, Seller but no later than ninety (90) days after the Closing Date, the Selling Stockholder shall cause Parent to prepare and deliver to Purchaser (i) an estimated statement of the Net Assets (as defined herein) of the Companies that fairly presents the assets and liabilities of the Companies on a consolidated basis as of the close of business on the Closing Date (the "Estimated Net Assets Statement") to be prepared in good faith in conformity with GAAP applied on and delivered to Purchaser a basis consistent closing statement (the “Closing Statement”) setting forth the Selling Stockholder’s calculation of Closing Working Capital. If Purchaser disagrees with the Combined Group Financial Statements Selling Stockholder’s calculation of Closing Working Capital set forth in the Closing Statement, Purchaser may, within 30 days after delivery of the Closing Statement, deliver a notice to the Selling Stockholder stating that Purchaser disagrees with such calculation and specifying in reasonable detail those items or amounts as to which Purchaser disagrees and the basis therefor (as defined hereinthe “Notice of Disagreement”) and reasonable documentation and evidence of such basis. Purchaser shall be deemed to have agreed with all other items and amounts contained in the Closing Statement and the calculation of Closing Working Capital set forth therein. (iic) If a certificate Notice of Disagreement shall be duly delivered pursuant to Section 3.3(b), the Selling Stockholder and Purchaser shall, during the fifteen (15) days following such delivery, use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Closing Working Capital. If during such period, the Selling Stockholder and Purchaser are unable to reach such agreement, they shall promptly thereafter submit the unresolved issues to Gxxxx Xxxxxxxx LLP or such other independent accounting firm they mutually agree to select, as the case may be, the “Independent Accountant”) for a binding determination. Each of Purchaser and the Selling Stockholder agree that it shall not engage, or agree to engage the Independent Accountant to perform any services other than as the Independent Accountant pursuant hereto until the Closing Statement and Final Working Capital have been finally determined pursuant to this Section 3.3. Each party agrees to execute, if requested by the Independent Accountant, a reasonable engagement letter. Purchaser and the Selling Stockholder shall cooperate with the Independent Accountant and promptly provide all documents and information requested by the Independent Accountant. In making its determination, the Independent Accountant shall consider only those items or amounts set forth in the Notice of Disagreement (and not resolved by the parties) and matters affected thereby, and its determination of the Closing Working Capital shall not be less than the Closing Working Capital set forth in the Notice of Disagreement or more than the Closing Working Capital set forth in the Closing Statement. The Independent Accountant shall deliver to the Selling Stockholder and Purchaser, as promptly as practicable (but in any case no later than thirty (30) days from the date of engagement of the Independent Accountant), a report setting forth its calculation of Closing Working Capital, including the basis for and explanation of any difference from the Closing Statement and the Notice of Disagreement. Such report shall be final and binding upon the Selling Stockholder and Purchaser, shall be deemed a final arbitration award that is binding on Purchaser and the Selling Stockholder, and neither Purchaser nor the Selling Stockholder shall seek further recourse to courts or other tribunals, other than to enforce such report. Judgment may be entered to enforce such report in any court of competent jurisdiction. The Independent Accountant will determine the allocation of the cost of its review and report based on the inverse of the percentage its determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Independent Accountant. For example, should the items in dispute total in amount to $1,000 and the Independent Accountant awards $600 in favor of the Selling Stockholder’s position, 60% of the costs of its review would be borne by Purchaser and 40% of the costs would be borne by the Selling Stockholder. (d) The Selling Stockholder, Purchaser and the Companies shall, and shall cause their respective representatives to, cooperate and assist in the preparation of the Estimated Net Assets Closing Statement executed by and the Chief Executive Officer calculation of Closing Working Capital and Chief Financial Officer of each in the conduct of the Companies. Purchaser review referred to in this Section 3.3, including the making available to the extent necessary of books, records, work papers and its representatives shall have full access to all relevant books and records and employees of personnel. (e) If the Companies in connection with Parent's preparation, and Purchaser's review, of Final Working Capital exceeds the Estimated Net Assets StatementWorking Capital, the Purchaser shall pay to the Selling Stockholder the amount of such excess as an adjustment to the Cash Consideration, in the manner and with interest as provided in Section 3.3(f). The term "Net Assets" If the Estimated Working Capital exceeds the Final Working Capital, the Selling Stockholder shall pay to the Purchaser the amount of such excess as an adjustment to the Cash Consideration, in the manner and with interest as provided in Section 3.3(f). “Final Working Capital” means Closing Working Capital (i) cash and cash equivalents, trade accounts receivable (net as shown in the Closing Statement delivered pursuant to Section 3.3(a) if no Notice of allowance for doubtful accounts) and receivables relating Disagreement is duly delivered pursuant to equipment sales not to exceed $30,000, inventory (net of valuation allowances and allowances for excess and obsolete inventory) and prepaid expenses and deposits (including prepaid income Taxes, but excluding Seller Transaction Fees) of the Companies on a consolidated basis less Section 3.3(b); or (ii) if a Notice of Disagreement is delivered, (A) as completely agreed to by the accounts payable, accrued expenses Selling Stockholder and Purchaser pursuant to Section 3.3(c) or (including income Taxes payable and accrued transaction expensesB) of the Companies on a consolidated basis, in the case absence of each of such complete agreement, as shown in the foregoing clauses (iIndependent Accountant’s calculation delivered pursuant to Section 3.3(c) and (ii), determined in accordance together with GAAP consistently applied using any disputes resolved by the same accounting principles, procedures and methods that were used to prepare the Combined Group Financial Statements plus (iii) receivables for rebates from raw material vendors (the "Cash Rebate Receivables") which have not been received as of the Closing Date, provided that the Cash Rebate Receivables shall only include rebates which (1) have been earned with respect to purchases of raw material received by Papercon at any of its manufacturing locations parties prior to submission to the Closing Date, (2) are fully earned based on such purchases and receipts, (3) are required to be paid in cash or pursuant to a credit memo that can be currently applied, (4) are received in cash within sixty (60) calendar days of the end of the current fiscal year or pursuant to a credit memo that can be applied within sixty (60) calendar days of the end of the current fiscal year, (5) are with respect to purchases of materials which are of a nature and amount consistent with the ordinary course of business consistent with past practice, (6) are earned pursuant to fully executed written rebate agreements entered into prior to April 5, 2004, which agreements have not been entered into in connection with or in anticipation of the consummation of transactions contemplated by this Agreement, and (7) are not otherwise included in Net AssetsIndependent Accountant.

Cash Consideration Adjustment. (a) Not less As promptly as practicable, but no later than three ninety (390) business days prior to after the Closing Date (as defined herein)Date, Seller shall cause Parent to prepare be prepared and delivered to Purchaser the Closing Statement (as defined below) and a certificate based on such Closing Statement setting forth Seller’s calculation of Closing Working Capital. The closing statement (the “Closing Statement”) shall present the Closing Working Capital. The preparation of the Closing Statement shall be for the sole purpose of determining the difference between the Target Working Capital and the Final Working Capital (as defined below) and for calculating the payment to be made pursuant to Section 3.3(e) below. (b) If Purchaser disagrees with Seller’s calculation of Closing Working Capital delivered pursuant to Section 3.3(a), Purchaser may, within thirty (30) days after delivery of the Closing Statement, deliver a notice to Seller stating that Purchaser disagrees with such calculation and specifying in reasonable detail those items or amounts as to which Purchaser disagrees and the basis therefore and reasonable documentation and evidence of such basis. A failure by Purchaser to object within the ten (10) day period described above shall be deemed a waiver by Purchaser of any future objection. Purchaser shall be deemed to have agreed with all other items and amounts contained in the Closing Statement and the calculation of Closing Working Capital delivered pursuant to Section 3.3(a). (c) If a notice of disagreement shall be duly delivered pursuant to Section 3.3(b), Purchaser and Seller shall, during the fifteen (15) days following such delivery, use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Closing Working Capital. If during such period, Purchaser and Seller are unable to reach such agreement, they shall promptly thereafter cause BDO Sxxxxxx, LLP or such other independent accounting firm they mutually agree to select, as the case may be (the “Independent Accountant”), to review this Agreement and the disputed items or amounts for the purpose of calculating Closing Working Capital (it being understood that in making such calculation, the Independent Accountant shall be functioning as an expert and not as an arbitrator). Each of Purchaser and Seller agrees that it shall not engage, or agree to engage, the Independent Accountant to perform any services other than as the Independent Accountant pursuant hereto until the Closing Statement and Final Working Capital have been finally determined pursuant to this Section 3.3. Each party agrees to execute, if requested by the Independent Accountant, a reasonable engagement letter. Purchaser and Seller shall cooperate with the Independent Accountant and promptly provide all documents and information requested by the Independent Accountant. The Independent Accountant shall select as a resolution the position of either Seller or Purchaser for each item of disagreement. In making such calculation, the Independent Accountant shall consider only those items or amounts in the Closing Statement and the calculation of Closing Working Capital as to which Purchaser has disagreed as permitted in its notice of disagreement duly delivered pursuant to Section 3.3(b). The Independent Accountant shall deliver to Purchaser and Seller, as promptly as practicable (ibut in any case no later than thirty (30) an estimated statement days from the date of engagement of the Net Assets (as defined herein) Independent Accountant), a report setting forth its calculation of Closing Working Capital, including the basis for and explanation of any difference from the Closing Statement. Such report shall be final and binding upon Purchaser and Seller, shall be deemed a final arbitration award that is binding on Purchaser and Seller, and neither Purchaser nor Seller shall seek further recourse to courts or other tribunals, other than to enforce such report. Judgment may be entered to enforce such report in any court of competent jurisdiction. The Independent Accountant will determine the allocation of the Companies that fairly presents cost of its review and report based on the assets and liabilities inverse of the Companies on a consolidated basis as percentage its determination (before such allocation) bears to the total amount of the close total items in dispute as originally submitted to the Independent Accountant. For example, should the items in dispute total in amount to $1,000 and the Independent Accountant awards $600 in favor of business on the Closing Date Seller’s position, 60% of the costs of its review would be borne by Purchaser and 40% of the costs would be borne by the Seller. (the "Estimated Net Assets Statement"d) to be prepared Purchaser and Seller shall, and shall cause their respective representatives to, cooperate and assist in good faith in conformity with GAAP applied on a basis consistent with the Combined Group Financial Statements (as defined herein) and (ii) a certificate as to the preparation of the Estimated Net Assets Closing Statement executed by and the Chief Executive Officer calculation of Closing Working Capital and Chief Financial Officer of each in the conduct of the Companies. Purchaser review referred to in this Section 3.3, including the making available to the extent necessary of books, records, work papers and its representatives shall have full access to all relevant books and records and employees of personnel. (e) If the Companies in connection with Parent's preparation, and Purchaser's review, of the Estimated Net Assets Statement. The term "Net Assets" means (i) cash and cash equivalents, trade accounts receivable (net of allowance for doubtful accounts) and receivables relating to equipment sales not to exceed $30,000, inventory (net of valuation allowances and allowances for excess and obsolete inventory) and prepaid expenses and deposits (including prepaid income Taxes, but excluding Seller Transaction Fees) of the Companies on a consolidated basis less (ii) the accounts payable, accrued expenses (including income Taxes payable and accrued transaction expenses) of the Companies on a consolidated basis, in the case of each of the foregoing clauses (i) and (ii), determined in accordance with GAAP consistently applied using the same accounting principles, procedures and methods that were used to prepare the Combined Group Financial Statements plus (iii) receivables for rebates from raw material vendors (the "Cash Rebate Receivables") which have not been received Final Working Capital exceeds Target Working Capital as of the Closing Date, Purchaser shall pay to Seller, in the manner and with interest provided that in Section 3.3(f), the amount of such excess as an adjustment to the Cash Rebate Receivables Consideration and, if Target Working Capital exceeds Final Working Capital, Seller shall only include rebates which pay to Purchaser, the amount of such excess as an adjustment to the Cash Consideration, in the manner and with interest provided in Section 3.3(f). “Final Working Capital” means Closing Working Capital (1i) have been earned as shown in Seller’s calculation delivered pursuant to Section 3.3(a) if no notice of disagreement with respect thereto is duly delivered pursuant to purchases Section 3.3(b); or (ii) if such a notice of raw material received by Papercon at any of its manufacturing locations prior to the Closing Datedisagreement is delivered, (2A) are fully earned based on such purchases as agreed by Purchaser and receipts, (3) are required to be paid in cash or Seller pursuant to a credit memo that can be currently appliedSection 3.3(c) or (B) in the absence of such agreement, (4) are received as shown in cash within sixty (60) calendar days of the end of the current fiscal year or Independent Accountant’s calculation delivered pursuant to a credit memo Section 3.3(c); provided, however, that can in no event shall Final Working Capital be applied within sixty (60) calendar days more than Seller’s calculation of the end of the current fiscal year, (5) are with respect to purchases of materials which are of a nature and amount consistent with the ordinary course of business consistent with past practice, (6) are earned Closing Working Capital delivered pursuant to fully executed written rebate agreements entered into prior Section 3.3(a) or less than Purchaser’s calculation of Closing Working Capital delivered pursuant to April 5, 2004, which agreements have not been entered into in connection with or in anticipation of the consummation of transactions contemplated by this Agreement, and (7) are not otherwise included in Net AssetsSection 3.3(b).

Cash Consideration Adjustment. (a) Not less than As promptly as practicable following the Closing Date (but in any event within 90 days thereafter), Buyer shall prepare, or cause to be prepared, and deliver to Seller a statement (the “Statement”) setting forth its calculation of (i) Working Capital immediately prior to the Closing (“Closing Working Capital”), (ii) the aggregate amount of Indebtedness immediately prior to the Closing (“Closing Indebtedness”) and (iii) the resulting Cash Consideration (as such Cash Consideration is finally determined in accordance with this Section 1.5, the “Final Cash Consideration”). The Statement shall be prepared in accordance with the Balance Sheet Principles. For the avoidance of doubt, the Statement will contain the same values for items (A) and (D) in the definition of Cash Consideration as the values in the Estimated Statement. (b) The Statement shall become final and binding upon the Parties on the 45th day following delivery thereof, unless on or prior to such 45th day Seller gives written notice of its disagreement with the Statement (a “Notice of Disagreement”) to Buyer prior to such date stating that Seller disputes one or more items contained in the Statement (a “Disputed Item”) and specifying in reasonable detail each Disputed Item. If Seller delivers a Notice of Disagreement, then Buyer and Seller shall seek in good faith to resolve the Disputed Items during the 30-day period beginning on the date Buyer receives the Notice of Disagreement (the “Resolution Period”). If Buyer and Seller reach agreement with respect to any Disputed Items, Buyer shall revise the Statement to reflect such agreement. If Buyer and Seller are unable to resolve all Disputed Items during the Resolution Period, Buyer and Seller shall promptly thereafter submit, in the form of a written brief, to an internationally recognized independent accounting firm (the “Accounting Firm”) for resolution of only such matters that were included by Seller in the Notice of Disagreement and that remain in dispute. The Accounting Firm shall be RSM US LLP or, if such firm is unable or unwilling to act, such other internationally recognized independent accounting firm as shall be mutually agreed upon by Seller and Buyer. If RSM US LLP is unable or unwilling to serve in such capacity and Seller and Buyer are not able to mutually agree upon an alternative accounting firm that is willing and able to serve in such capacity, then Buyer shall within ten (10) days deliver to Seller a listing of three (3) business other accounting firms of nationally recognized standing in the U.S. and Seller shall within ten (10) days prior after receipt of such list, select one of such three (3) accounting firms to act as the Closing Date Accounting Firm. The Accounting Firm shall act as an expert, not as an arbitrator. (as defined hereinc) In resolving matters submitted to it pursuant to Section 1.5(b), Seller the Accounting Firm shall cause Parent be instructed to prepare and deliver make its final determination on all matters within 30 days of its appointment. (d) The scope of the disputes to Purchaser be resolved by the Accounting Firm shall be limited to (i) an estimated statement of the Net Assets (as defined herein) of Disputed Items that were submitted to the Companies that fairly presents the assets and liabilities of the Companies on a consolidated basis as of the close of business on the Closing Date (the "Estimated Net Assets Statement") to be prepared Accounting Firm in good faith in conformity accordance with GAAP applied on a basis consistent with the Combined Group Financial Statements (as defined hereinSection 1.5(b) and (ii) a certificate as to the preparation interest calculation in accordance with Section 1.5(g). The Accounting Firm’s determinations must be within the range of the Estimated Net Assets Statement executed amounts asserted by Seller and Buyer. (e) The final determination by the Chief Executive Officer and Chief Financial Officer of each Accounting Firm of the Companies. Purchaser and its representatives shall have full access matters submitted to all relevant books and records and employees of the Companies in connection with Parent's preparation, and Purchaser's review, of the Estimated Net Assets Statement. The term "Net Assets" means it pursuant to Section 1.5(b) shall: (i) cash and cash equivalentsbe in writing, trade accounts receivable (net of allowance for doubtful accounts) and receivables relating to equipment sales not to exceed $30,000, inventory (net of valuation allowances and allowances for excess and obsolete inventory) and prepaid expenses and deposits (including prepaid income Taxes, but excluding Seller Transaction Fees) of the Companies on a consolidated basis less (ii) include the accounts payableAccounting Firm’s calculation of any amount payable pursuant to Section 1.5(g), accrued expenses (including income Taxes payable and accrued transaction expensesiii) of include the Companies on a consolidated basis, in the case Accounting Firm’s determination of each of the foregoing clauses (imatter submitted to it pursuant to Section 1.5(b) and (ii)iv) be conclusive and binding upon Seller and Buyer for all purposes hereunder in the absence of manifest error. Buyer shall revise the Statement to reflect the final determination by the Accounting Firm of the Disputed Items. (f) Judgment may be entered upon the determination of the Accounting Firm in any court selected in accordance with Section 6.5. The fees and expenses of the Accounting Firm pursuant to this Section 1.5 shall be borne by Seller and Buyer in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. (g) If the Final Cash Consideration (as finally determined in accordance with GAAP consistently applied using this Section 1.5): (i) is less than the same accounting principlesEstimated Cash Consideration, procedures the Escrow Agent (and, if applicable, Seller) in accordance with Section 1.6 shall, within five business days after the Statement becomes final and methods that were used binding on the Parties, make payment to prepare Buyer in U.S. dollars by wire transfer in immediately available funds of the Combined Group Financial Statements plus amount of such difference; (ii) is greater than the Final Cash Consideration, Buyer shall, within five business days after the Statement becomes final and binding on the Parties, make payment to Seller in U.S. dollars by wire transfer in immediately available funds of the amount of such difference; and (iii) receivables for rebates is equal to the Estimated Cash Consideration, no additional payment shall be required pursuant to this Section 1.5. Any payment under this Section 1.5(g) shall be (X) made together with interest thereon at a rate equal to the rate of interest from raw material vendors (time to time announced publicly by Citibank, N.A., as its prime rate, calculated on the "Cash Rebate Receivables") which have not been received as basis of the actual number of days elapsed divided by 365, from the Closing Date, provided that the Cash Rebate Receivables shall only include rebates which (1) have been earned with respect to purchases of raw material received by Papercon at any of its manufacturing locations prior Date to the Closing Datedate of payment (and applying to each such day the relevant rate of interest for that day) and (Y) treated as an adjustment to the Purchase Price for all Tax purposes, unless otherwise required by applicable Law. (h) In connection with the determination of the Final Cash Consideration pursuant to this Section 1.5, following receipt of the Statement, (2X) are fully earned based on such purchases Buyer shall provide to Seller and receiptsits independent accountants, (3) are required to be paid in cash or pursuant to a credit memo that can be currently applied, (4) are received in cash within sixty (60) calendar days until final determination of the end Final Cash Consideration, reasonable access during normal working hours to the facilities, books and records, personnel and accounts of the current fiscal year or pursuant Company and the working papers of Buyer, the Company and Buyer’s independent accountants relating to a credit memo that can be applied within sixty (60) calendar days of the end of the current fiscal year, (5) are with respect to purchases of materials which are of a nature and amount consistent with the ordinary course of business consistent with past practice, (6) are earned pursuant to fully executed written rebate agreements entered into prior to April 5, 2004, which agreements have not been entered into in connection with or in anticipation of the consummation of transactions contemplated by this AgreementStatement, and (7Y) are not otherwise included in Net Assets.Seller shall provide to Buyer and its independent accountants, until final determination of Closing Working Capital, reasonable access during normal working hours to the facilities, Seller’s books and records, personnel and accounts of Seller and the working papers of Seller and Seller’s independent accountants to the extent relating to the Statement; and

Cash Consideration Adjustment. (a) Not less than three (3) business Within 60 days prior to following the Closing Date (as defined herein)Date, Seller shall cause Parent to may prepare and deliver to Purchaser the Securityholders’ Agent a statement (ithe “Closing Statement”) an estimated setting out Parent’s calculation of: (A) the Closing Cash Amount; (B) the Company Transaction Expenses; (C) the Closing Indebtedness Amount; (D) the Accrued Tax Amount; (E) the Closing Working Capital Excess (if any); (F) the Closing Working Capital Shortfall (if any); and (G) the Cash Consideration. (b) Within 30 days following receipt of the Closing Statement, the Securityholders’ Agent shall notify Parent in writing if it has any objections with respect to the Closing Statement; provided that any such notice of objection shall describe the basis of each objection in reasonable detail and each amount in dispute. The Securityholders’ Agent shall be deemed to have accepted the Closing Statement as the final statement of the Net Assets Cash Consideration and components thereof (as defined hereinthe “Final Closing Statement”) if the Securityholders’ Agent has not delivered a Notice of Objection to Parent within such 30-day period. (c) If the Companies that fairly presents the assets and liabilities of the Companies on a consolidated basis as of the close of business on Securityholders’ Agent disputes the Closing Date (Statement in accordance with Section 1.14(b), Parent and the "Estimated Net Assets Statement") to be prepared Securityholders’ Agent shall work expeditiously and in good faith in conformity an attempt to resolve such dispute within 20 Business Days after delivery of the notice of objection by the Securityholders’ Agent to Parent (a “Notice of Objection”). If Parent and the Securityholders’ Agent fail to reach a resolution after such period, the dispute shall be submitted for determination to an independent (as to the Parent and Company) public accounting firm mutually agreed to by Parent and the Securityholders’ Agent (and, failing such agreement within a further period of 5 Business Days, each of Parent and the Securityholders’ Agent shall instruct their respective regular outside accounting firms to jointly select an independent public accounting firm to serve as the Independent Firm (each respective regular outside accounting firm shall be excluded as a possible choice)) (the “Independent Firm”). In such case, the Independent Firm shall be promptly engaged by Xxxxxx and the Securityholders’ Agent, and the Parties shall provide to the Independent Firm copies of this Agreement, the Closing Statement, the Notice of Objections and any written submissions with GAAP applied on a basis respect to such disputed items. Each of Parent and the Securityholders’ Agent shall provide copies to the other Party of all written submissions to the Independent Firm and shall be permitted to attend (and shall receive reasonable advance written notice of) any meeting with or presentations to the Independent Firm. Each of Parent and the Securityholders’ Agent shall provide the other Party and its Representatives and, if applicable, the Independent Firm, access to any books, records, documents and work papers requested by such Party and its Representatives or the Independent Firm to the extent reasonably necessary in connection with review of the Closing Statement, the Notice of Objections or any resolution of any dispute with respect thereto. Parent and the Securityholders’ Agent shall use commercially reasonable efforts to cause the Independent Firm to render its determination in writing within 30 days after its engagement (or such other period as may be agreed by Parent and the Securityholders’ Agent). The written determination of the Independent Firm shall be final and binding upon the Parties and shall not be subject to appeal, absent manifest error; provided, however that the Independent Firm’s determination shall be based upon and consistent with the Combined Group Financial Statements (as defined herein) terms and (ii) a certificate as to conditions of this Agreement and with the preparation undisputed portions of the Estimated Net Assets Closing Statement. Each of Parent and the Securityholders’ Agent shall each bear the fees and expenses of their respective Representatives, if any, in preparing or reviewing, as the case may be, the Closing Statement executed by the Chief Executive Officer and Chief Financial Officer of each of the Companies. Purchaser and its representatives shall have full access to all relevant books and records and employees of the Companies in connection with Parent's preparationany dispute. If an Independent Firm is retained to resolve a dispute in accordance with this Section 1.14, the costs and Purchaser's review, expenses of the Estimated Net Assets Statement. The term "Net Assets" means Independent Firm shall be borne equally by Parent and the Securityholders’ Agent. (d) Immediately following the 30-day period referred to in Section 1.14(b) or the resolution of any dispute in accordance with Section 1.14(c), Parent shall deliver to the Securityholders’ Agent the Final Closing Statement setting out the final Cash Consideration and components thereof, which will be final and binding upon the Parties and will not be subject to appeal, absent manifest error. (e) Following the procedures set forth in this ‎Section 1.14: (i) cash and cash equivalents, trade accounts receivable (net of allowance for doubtful accounts) and receivables relating to equipment sales not to exceed $30,000, inventory (net of valuation allowances and allowances for excess and obsolete inventory) and prepaid expenses and deposits (including prepaid income Taxes, but excluding Seller Transaction Fees) of If the Companies on a consolidated basis less (ii) the accounts payable, accrued expenses (including income Taxes payable and accrued transaction expenses) of the Companies on a consolidated basis, in the case of each of the foregoing clauses (i) and (ii), final Cash Consideration as determined in accordance with GAAP consistently applied using this ‎Section 1.14 is greater than the same accounting principlesEstimated Cash Consideration (such difference, procedures the “Excess Amount”), then Parent shall pay or cause to be paid to the Payment Agent the Adjustment Holdback Amount and methods an amount in cash, without interest, equal to the Excess Amount, each of which the Payment Agent shall disburse to the applicable Effective Time Holders based on their respective Holdback Percentages; (ii) If the final Cash Consideration as determined in accordance with this ‎Section 1.14 is less than the Estimated Cash Consideration (such difference, the “Shortfall Amount”), then: (A) Parent shall be entitled to retain indefinitely, and have no obligation to issue, from the Adjustment Holdback, a number of shares of Parent Common Stock (rounded down to the nearest whole share) equal to the lesser of (1) the Adjustment Holdback Amount or (2) the Shortfall Amount, divided by the Parent Trading Price; (B) in the event that were used the Adjustment Holdback Amount is greater than the number of shares calculated pursuant to prepare the Combined Group Financial Statements plus foregoing clause (A)(2) of this Section 1.14(e)(ii), then Parent shall pay or cause to be paid to the Payment Agent such difference in shares, which the Payment Agent shall disburse to the applicable Effective Time Holders based on their respective Holdback Percentages; and (iii) receivables for rebates from raw material vendors (in the "Cash Rebate Receivables") which have not been received as of the Closing Date, provided event that the Cash Rebate Receivables shall only include rebates which (1) have been earned with respect to purchases Adjustment Holdback Amount is less than the number of raw material received by Papercon at any of its manufacturing locations prior shares calculated pursuant to the Closing Dateforegoing clause (A)(2) of this Section 1.14(e)(ii), (2) are fully earned based on such purchases and receipts, (3) are required the Effective Time Holders shall pay or cause to be paid to Parent an amount in cash cash, without interest, equal to such difference; or (iii) If the final Cash Consideration as determined in accordance with this ‎Section 1.14 is equal to the Estimated Cash Consideration, then Parent shall pay or pursuant cause to a credit memo that can be currently applied, (4) are received in cash within sixty (60) calendar days of paid to the end of Payment Agent the current fiscal year or pursuant to a credit memo that can be applied within sixty (60) calendar days of the end of the current fiscal year, (5) are with respect to purchases of materials which are of a nature and amount consistent with the ordinary course of business consistent with past practice, (6) are earned pursuant to fully executed written rebate agreements entered into prior to April 5, 2004Adjustment Holdback Amount, which agreements have not been entered into in connection with or in anticipation of the consummation of transactions contemplated by this Agreement, and (7) are not otherwise included in Net AssetsPayment Agent shall disburse to the applicable Effective Time Holders based on their respective Holdback Percentages.

Cash Consideration Adjustment. (a) Not less than three (3) business days prior to As promptly as practicable following the Closing Date (as defined hereinbut in any event within seventy-five (75) days thereafter), Seller Buyer shall prepare, or cause Parent to prepare be prepared, and deliver to Purchaser Seller a statement (the “Closing Statement”) setting forth its calculation of (1) Working Capital as of the Closing (“Closing Working Capital”), (2) the aggregate amount of Indebtedness as of the Closing (“Closing Indebtedness”), (3) the Company Transaction Expenses and (4) the resulting Cash Consideration (as such Cash Consideration is finally determined in accordance with this Section 2.05, the “Final Cash Consideration”). The Closing Statement shall be prepared in accordance with Closing Date Principles. (b) The Closing Statement shall become final and binding upon the Parties thirty (30) days following delivery thereof, unless on or prior to such period Seller gives written notice of its disagreement with the Closing Statement (a “Notice of Disagreement”) to Buyer prior to such date stating that Seller disputes one or more items contained in the Closing Statement (a “Disputed Item”) and specifying in reasonable detail each Disputed Item. If Seller delivers a Notice of Disagreement, then Buyer and Seller shall seek in good faith to resolve the Disputed Items during the thirty-day (30-day) period beginning on the date Buyer receives the Notice of Disagreement (the “Resolution Period”). If Buyer and Seller reach agreement with respect to any Disputed Items, Buyer shall revise the Closing Statement to reflect such agreement. If Buyer and Seller are unable to resolve all Disputed Items during the Resolution Period, Buyer and Seller shall promptly thereafter submit, in the form of a written brief, to the Accounting Firm. The Accounting Firm shall act as an expert, not as an arbitrator. (c) In resolving matters submitted to it pursuant to Section 2.05(b), the Accounting Firm shall be instructed to make its final determination on all matters within thirty (30) days of its appointment. (d) The scope of the disputes to be resolved by the Accounting Firm shall be limited to the Disputed Items that were submitted to the Accounting Firm in accordance with Section 2.05(b). The Accounting Firm’s determinations must be within the range of the amounts asserted by Seller and Buyer, and if they would otherwise be outside such range, then they will be deemed to be equal to the closer of Seller’s or Buyer’s amounts asserted. (e) The final determination by the Accounting Firm of the matters submitted to it pursuant to Section 2.05(b) shall: (i) an estimated statement be in writing, (ii) include the Accounting Firm’s determination of each matter submitted to it pursuant to Section 2.05(b) and (iii) be conclusive and binding upon Seller and Buyer for all purposes hereunder in the absence of manifest error. Buyer shall revise the Closing Statement to reflect the final determination by the Accounting Firm of the Net Assets Disputed Items. (f) Judgment may be entered upon the determination of the Accounting Firm in any court selected in accordance with Section 10.11. The fees and expenses of the Accounting Firm pursuant to this Section 2.05 shall be borne equally by Seller and Buyer, which fees and expenses shall be determined by the Accounting Firm and communicated to Seller and Buyer at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. (g) If the Final Cash Consideration (as defined hereinfinally determined in accordance with this Section 2.05): (i) is less than the Estimated Cash Consideration, Seller shall, within five (5) Business Days after the Closing Statement becomes final and binding on the Parties, at Seller’s option either (a) make payment to Buyer in U.S. dollars by wire transfer in immediately available funds equal to the amount of such difference or (b) transfer to Buyer a number of Issued Shares (rounded to the nearest whole number) equal to (x) the amount of such difference divided by (y) the Signing Share Price; (ii) is greater than the Final Cash Consideration, Buyer shall, within five (5) Business Days after the Closing Statement becomes final and binding on the Parties, make payment to Seller in U.S. dollars by wire transfer in immediately available funds of the Companies that fairly presents amount of such difference; and (iii) is equal to the assets and liabilities Estimated Cash Consideration, no additional payment shall be required pursuant to this Section 2.05. Any payment under this Section 2.05(g) shall be treated as an adjustment to the Purchase Price for all Tax purposes, unless otherwise required by applicable Law. (h) In connection with the preparation of the Companies on a consolidated basis as Closing Statement and the determination of the close Final Cash Consideration pursuant to this Section 2.05, (i) following receipt of business on the Closing Date (Statement, Buyer shall provide to Seller and its independent accountants, until final determination of the "Estimated Net Assets Final Cash Consideration, upon reasonable advance notice, reasonable access during normal working hours to the facilities, books and records, personnel and accounts of the Company Entities and the working papers of Buyer, the Company Entities and Buyer’s independent accountants relating to the Closing Statement") to be prepared in good faith in conformity with GAAP applied on a basis consistent with the Combined Group Financial Statements (as defined herein) , and (ii) a certificate as following the Closing, Seller shall provide to Buyer and its independent accountants, until final determination of the Final Cash Consideration, upon reasonable advance notice, reasonable access during normal working hours to the preparation of the Estimated Net Assets Statement executed by the Chief Executive Officer and Chief Financial Officer of each of the Companies. Purchaser and its representatives shall have full access to all relevant facilities, Seller’s books and records records, personnel and employees accounts of Seller and the Companies in connection with Parent's preparation, working papers of Seller and Purchaser's review, of Seller’s independent accountants to the Estimated Net Assets Statement. The term "Net Assets" means (i) cash and cash equivalents, trade accounts receivable (net of allowance for doubtful accounts) and receivables extent relating to equipment sales not to exceed $30,000, inventory (net of valuation allowances and allowances for excess and obsolete inventory) and prepaid expenses and deposits (including prepaid income Taxes, but excluding Seller Transaction Fees) of the Companies on a consolidated basis less (ii) the accounts payable, accrued expenses (including income Taxes payable and accrued transaction expenses) of the Companies on a consolidated basis, in the case of each of the foregoing clauses (i) and (ii), determined in accordance with GAAP consistently applied using the same accounting principles, procedures and methods that were used to prepare the Combined Group Financial Statements plus (iii) receivables for rebates from raw material vendors (the "Cash Rebate Receivables") which have not been received as of the Closing Date, provided that the Cash Rebate Receivables shall only include rebates which (1) have been earned with respect to purchases of raw material received by Papercon at any of its manufacturing locations prior to the Closing Date, (2) are fully earned based on such purchases and receipts, (3) are required to be paid in cash or pursuant to a credit memo that can be currently applied, (4) are received in cash within sixty (60) calendar days of the end of the current fiscal year or pursuant to a credit memo that can be applied within sixty (60) calendar days of the end of the current fiscal year, (5) are with respect to purchases of materials which are of a nature and amount consistent with the ordinary course of business consistent with past practice, (6) are earned pursuant to fully executed written rebate agreements entered into prior to April 5, 2004, which agreements have not been entered into in connection with or in anticipation of the consummation of transactions contemplated by this Agreement, and (7) are not otherwise included in Net AssetsStatement.

Cash Consideration Adjustment. (a) Not less than three five (35) business days prior to the Closing Date nor more than seven (as defined herein), Seller shall cause Parent to prepare and deliver to Purchaser (i7) an estimated statement of the Net Assets (as defined herein) of the Companies that fairly presents the assets and liabilities of the Companies on a consolidated basis as of the close of business on the Closing Date (the "Estimated Net Assets Statement") to be prepared in good faith in conformity with GAAP applied on a basis consistent with the Combined Group Financial Statements (as defined herein) and (ii) a certificate as to the preparation of the Estimated Net Assets Statement executed by the Chief Executive Officer and Chief Financial Officer of each of the Companies. Purchaser and its representatives shall have full access to all relevant books and records and employees of the Companies in connection with Parent's preparation, and Purchaser's review, of the Estimated Net Assets Statement. The term "Net Assets" means (i) cash and cash equivalents, trade accounts receivable (net of allowance for doubtful accounts) and receivables relating to equipment sales not to exceed $30,000, inventory (net of valuation allowances and allowances for excess and obsolete inventory) and prepaid expenses and deposits (including prepaid income Taxes, but excluding Seller Transaction Fees) of the Companies on a consolidated basis less (ii) the accounts payable, accrued expenses (including income Taxes payable and accrued transaction expenses) of the Companies on a consolidated basis, in the case of each of the foregoing clauses (i) and (ii), determined in accordance with GAAP consistently applied using the same accounting principles, procedures and methods that were used to prepare the Combined Group Financial Statements plus (iii) receivables for rebates from raw material vendors (the "Cash Rebate Receivables") which have not been received as of the Closing Date, provided that the Cash Rebate Receivables shall only include rebates which (1) have been earned with respect to purchases of raw material received by Papercon at any of its manufacturing locations Business Days prior to the Closing Date, the Member Representative shall deliver its written determination of Estimated Closing Debt and Estimated Closing Working Capital to Acquiror, setting forth in reasonable detail the calculations by the Member Representative thereof and the computations used in connection therewith (the “Preliminary Statement”). The amounts set forth in the Preliminary Statement shall be used in order to determine the Estimated Cash Consideration, it being understood and agreed that the Equity Consideration will be reduced by one (1) share for every $10 (ten dollar) increment by which the Estimated Cash Consideration is negative. (b) Within forty-five (45) days after the Closing Date, Acquiror shall prepare and deliver to the Member Representative a written statement (the “Acquiror Statement”) setting forth in reasonable detail Acquiror’s good faith calculations of each of Closing Debt and Closing Working Capital and the computations used in connection therewith. (c) During the thirty (30) day period following the receipt by Member Representative of the Acquiror Statement, the Member Representative and its Representatives shall be permitted to review during normal business hours and make copies reasonably required of (i) the working papers of Acquiror, and, if relevant, its independent accountants relating to the preparation of the Acquiror Statement and (ii) any supporting schedules, supporting analyses and other supporting documentation relating to the preparation of the Acquiror Statement. The Acquiror Statement shall become final and binding upon the parties on the thirtieth day following delivery thereof, except to the extent that the Member Representative delivers a written notice of dispute to Acquiror prior to such date (an “Acquiror Statement Dispute Notice”). If the Member Representative does not provide an Acquiror Statement Dispute Notice within such thirty (30) day period, Acquiror’s calculations of Closing Debt and Closing Working Capital set forth in the Acquiror Statement shall become Final Closing Debt and Final Closing Working Capital, respectively. Any Acquiror Statement Dispute Notice shall specify in reasonable detail the amount and the nature of any disagreement so asserted (any such disagreement to be limited to whether such calculations of Closing Debt and the Closing Working Capital are mathematically correct and/or have been prepared in accordance with this Section 2.05 and the definitions of Closing Debt and the Closing Working Capital, and the definition(s) included in such definitions). If an Acquiror Statement Dispute Notice complying with the preceding sentence is received by Acquiror in a timely manner, then the Acquiror Statement (as revised in accordance with clause (I) or (II) below) shall become final and binding upon the parties on the earlier of (I) the date Acquiror and the Member Representative resolve in writing any differences they have with respect to the matters specified in the Acquiror Statement Dispute Notice or (II) the date any disputed matters are finally resolved in writing by the Accounting Firm. (d) During the thirty (30) day period following the delivery of an Acquiror Statement Dispute Notice that complies with the preceding paragraph, Acquiror and the Member Representative shall seek in good faith to resolve in writing any differences they may have with respect to the matters specified in the Acquiror Statement Dispute Notice. During such period, Acquiror and its Representatives shall be permitted to review and make copies reasonably required of (i) the working papers of the Member Representative and, if relevant, the designated independent accountants (if any) of the Member Representative relating to the preparation of the Acquiror Statement Dispute Notice and (ii) any supporting schedules, supporting analyses and other supporting documentation relating to the preparation of the Acquiror Statement Dispute Notice. If, at the end of such thirty (30) day period, the differences as specified in the Acquiror Statement Dispute Notice are not resolved, then Acquiror and the Member Representative shall jointly select an independent auditor of recognized national standing (the “Accounting Firm”) to resolve any remaining disagreements and submit to the Accounting Firm for review and resolution of any and all matters which remain in dispute and which are properly included in the Acquiror Statement Dispute Notice. In resolving any disputed item, the Accounting Firm shall: (A) be bound by the provisions of this Section 2.05 and the definitions of Closing Debt and Closing Working Capital and the definition(s) included in such definitions; (B) limit its review to matters still in dispute as specifically set forth in the Acquiror Statement Dispute Notice (and only to the extent such matters are still in dispute following such thirty (30) day period); and (C) subject to the preceding clauses (A) and (B), further limit its review solely to any disputed matters set forth in the Acquiror Statement Dispute Notice. Acquiror and the Member Representative shall make available to the Accounting Firm all relevant working papers, supporting schedules, supporting analyses, other supporting documentation and other items reasonably requested by the Accounting Firm. The determination of any item that is a component of Closing Debt and Closing Working Capital and is the subject of a dispute cannot, however, be in excess of, or less than, the greatest or lowest value, respectively, claimed for any particular item in the Acquiror Statement or the Acquiror Statement Dispute Notice. The Member Representative and Acquiror shall use reasonable best efforts to cause the Accounting Firm to render a decision resolving the matters in dispute within thirty (30) days following the submission of such matters to the Accounting Firm. The determination rendered by the Accounting Firm shall be conclusive and binding on Acquiror and the Member Representative. Acquiror and the Member Representative agree that judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. Except as specified in the following sentence, the fees and expenses of the Accounting Firm in connection with the Accounting Firm’s determination of Closing Debt and Closing Working Capital pursuant to this Section 2.05(d) shall be borne, in its entirety, by the party (Acquiror, on the one hand, or the Member Representative, on the other hand) whose calculation of the Estimated Cash Consideration (as determined based on each party’s calculations of Closing Debt and Closing Working Capital) as initially submitted to the Accounting Firm is furthest away from the Final Cash Consideration (as determined based on the Accounting Firm’s determinations of Closing Debt and Closing Working Capital). The fees and expenses of the independent auditors (if any) of Acquiror incurred in connection with the issuance of the Acquiror Statement shall be borne by the Acquiror, and the fees and expenses of the independent auditors (if any) of the Member Representative incurred in connection with their review of the Acquiror Statement shall be borne by the Members. (e) If the Final Cash Consideration is less than the Estimated Cash Consideration, the amount of such deficiency shall, within two (2) are fully earned based on Business Days after the final determination of Closing Debt and Closing Working Capital, be paid to Acquiror out of the Escrow Amount by wire transfer of immediately available funds. If the Escrow Amount is insufficient to pay the amount of such purchases deficiency, the Member Representative shall cause the Members to make payment to Acquiror by wire transfer of immediately available funds of their Pro Rata Share of the difference between the Escrow Amount and receiptsthe amount that the Estimated Cash Consideration exceeds the Final Cash Consideration. If the Members fail to make payment to Acquiror of the applicable deficiency within seven (7) Business Days after the final determination of Closing Debt and Closing Working Capital, then the Acquiror shall cause the forfeiture and cancellation of that number of shares of New Acquiror Class A Common Stock held by each Member, which is equal to the quotient obtained by dividing each such Member’s Pro Rata Share of the applicable shortfall by $10 (ten dollars) and rounding up to the nearest whole share. In order to effectuate such forfeiture and cancellation, the Member Representative shall cause the prompt delivery of such shares by each Member to Acquiror in certificated or book entry form (at the election of Acquiror) for cancellation by Acquiror. If the Final Cash Consideration is greater than the Estimated Cash Consideration, then an amount (not to exceed the Escrow Amount) shall, within two (2) Business Days after the final determination of the Debt and Working Capital, be paid to the Members by Acquiror by wire transfer of immediately available funds in accordance with instructions that the Member Representative has delivered pursuant to Section 2.05(b) (or in accordance with such other instructions as the Member Representative shall deliver to Acquiror not less than three (3) Business Days prior to the date such payments are required to be paid in cash or pursuant made). (f) Any payment required to a credit memo that can be currently applied, (4made under this Section 2.05(f) are received in cash within sixty (60) calendar days of shall be deemed an adjustment to the end of the current fiscal year or pursuant to a credit memo that can be applied within sixty (60) calendar days of the end of the current fiscal year, (5) are with respect to purchases of materials which are of a nature and amount consistent with the ordinary course of business consistent with past practice, (6) are earned pursuant to fully executed written rebate agreements entered into prior to April 5, 2004, which agreements have not been entered into in connection with or in anticipation of the consummation of transactions contemplated by this Agreement, and (7) are not otherwise included in Net AssetsClosing Payment.

Cash Consideration Adjustment. (a) Section 3.06(a) of the Company Disclosure Schedule sets forth representations of the Company regarding certain Debt and Working Capital shortfalls originating from the Rana Acquisition Transactions that the Shareholder Representative will separately allocate to each of the Company, and its Fama and Enova subsidiaries, and the former shareholders of such entities. Not less than five (5) nor more than seven (7) Business Days prior to the Closing Date, the Company shall deliver its written determination of Estimated Closing Debt and Estimated Closing Working Capital to Acquiror, setting forth in reasonable detail the calculations by the Company thereof and the computations used in connection therewith (the “Preliminary Statement”). The amounts set forth in the Preliminary Statement shall be used in order to determine the aggregate Estimated Cash Consideration and the amounts, if any allocable by the Shareholder Representative to each Shareholder in the instructions that it delivers pursuant to Section 3.03(a)(i), it being understood and agreed that the Equity Consideration will be reduced by one (1) share for every $10 (ten dollar) increment by which the Estimated Cash Consideration is negative. (b) Within forty-five (45) days after the Closing Date, Acquiror shall prepare and deliver to the Shareholder Representative a written statement (the “Acquiror Statement”) setting forth in reasonable detail Acquiror’s good faith calculations of each of Closing Debt and Closing Working Capital separately allocated to each of the Company, and its Fama and Enova subsidiaries, and the computations used in connection therewith. (c) During the thirty (30) day period following the receipt by the Shareholder Representative of the Acquiror Statement, the Shareholder Representative and its Representatives shall be permitted to review during normal business hours and make copies reasonably required of (i) the working papers of Acquiror, and, if relevant, its independent accountants relating to the preparation of the Acquiror Statement and (ii) any supporting schedules, supporting analyses and other supporting documentation relating to the preparation of the Acquiror Statement. The Acquiror Statement shall become final and binding upon the parties on the thirtieth day following delivery thereof, except to the extent that the Shareholder Representative delivers a written notice of dispute to Acquiror prior to such date (an “Acquiror Statement Dispute Notice”). If the Shareholder Representative does not provide an Acquiror Statement Dispute Notice within such thirty (30) day period, Acquiror’s calculations of Closing Debt and Closing Working Capital set forth in the Acquiror Statement shall become Final Closing Debt and Final Closing Working Capital, respectively, and the allocations to each of the Company, and its Fama and Enova subsidiaries shall be as set forth on the Acquiror Statement. Any Acquiror Statement Dispute Notice shall specify in reasonable detail the amount and the nature of any disagreement so asserted (any such disagreement to be limited to whether such calculations of Closing Debt and the Closing Working Capital are mathematically correct and/or have been prepared in accordance with this Section 3.06 and the definitions of Closing Debt and the Closing Working Capital, and the definition(s) included in such definitions). If an Acquiror Statement Dispute Notice complying with the preceding sentence is received by Acquiror in a timely manner, then the Acquiror Statement (as revised in accordance with clause (I) or (II) below) shall become final and binding upon the parties on the earlier of (I) the date Acquiror and the Shareholder Representative resolve in writing any differences they have with respect to the matters specified in the Acquiror Statement Dispute Notice or (II) the date any disputed matters are finally resolved in writing by the Accounting Firm. (d) During the thirty (30) day period following the delivery of an Acquiror Statement Dispute Notice that complies with the preceding paragraph, Acquiror and Shareholder Representative shall seek in good faith to resolve in writing any differences they may have with respect to the matters specified in the Acquiror Statement Dispute Notice. During such period, Acquiror and its Representatives shall be permitted to review and make copies reasonably required of (i) the working papers of the Shareholder Representative and, if relevant, the designated independent accountants (if any) of the Shareholder Representative relating to the preparation of the Acquiror Statement Dispute Notice and (ii) any supporting schedules, supporting analyses and other supporting documentation relating to the preparation of the Acquiror Statement Dispute Notice. If, at the end of such thirty (30) day period, the differences as specified in the Acquiror Statement Dispute Notice are not resolved, then Acquiror and the Shareholder Representative shall jointly select an independent auditor of recognized national standing (the “Accounting Firm”) to resolve any remaining disagreements and submit to the Accounting Firm for review and resolution of any and all matters which remain in dispute and which are properly included in the Acquiror Statement Dispute Notice. In resolving any disputed item, the Accounting Firm shall: (A) be bound by the provisions of this Section 3.06 and the definitions of Closing Debt and Closing Working Capital and the definition(s) included in such definitions; (B) limit its review to matters still in dispute as specifically set forth in the Acquiror Statement Dispute Notice (and only to the extent such matters are still in dispute following such thirty (30) day period); and (C) subject to the preceding clauses (A) and (B), further limit its review solely to any disputed matters set forth in the Acquiror Statement Dispute Notice. Acquiror and the Shareholder Representative shall make available to the Accounting Firm all relevant working papers, supporting schedules, supporting analyses, other supporting documentation and other items reasonably requested by the Accounting Firm. The determination of any item that is a component of Closing Debt and Closing Working Capital and is the subject of a dispute cannot, however, be in excess of, or less than, the greatest or lowest value, respectively, claimed for any particular item in the Acquiror Statement or the Acquiror Statement Dispute Notice. The Shareholder Representative and Acquiror shall use reasonable best efforts to cause the Accounting Firm to render a decision resolving the matters in dispute within thirty (30) days following the submission of such matters to the Accounting Firm. The determination rendered by the Accounting Firm shall be conclusive and binding on Acquiror, the Shareholder Representative and the Shareholders. Xxxxxxxx, the Shareholder Representative and the Shareholders agree that judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. Except as specified in the following sentence, the fees and expenses of the Accounting Firm in connection with the Accounting Firm’s determination of Closing Debt and Closing Working Capital pursuant to this Section 3.06 shall be borne, in its entirety, by the party (Acquiror, on the one hand, or the Shareholder Representative, on the other hand) whose calculation of the Estimated Cash Consideration (as determined based on each party’s calculations of Closing Debt and Closing Working Capital) as initially submitted to the Accounting Firm is furthest away from the Final Cash Consideration (as determined based on the Accounting Firm’s determinations of Closing Debt and Closing Working Capital). The fees and expenses of the independent auditors (if any) of Acquiror incurred in connection with the issuance of the Acquiror Statement shall be borne by the Acquiror, and the fees and expenses of the independent auditors (if any) of the Shareholder Representative incurred in connection with their review of the Acquiror Statement shall be borne by the Shareholders. Notwithstanding any allocation by the Accounting Firm of Closing Debt and Closing Working Capital to each of the Company and its Fama and Enova subsidiaries, the Shareholder Representative may allocate Closing Debt and Closing Working Capital to each of the Company and its Fama and Enova subsidiaries differently, if the Shareholder Representative has a good faith reasonable belief that the Accounting Firm’s allocation is in error. (e) If the Final Cash Consideration is less than the Estimated Cash Consideration, the amount of such deficiency shall, within two (2) Business Days after the final determination of Closing Debt and Closing Working Capital, be paid to Acquiror out of the Escrow Amount by wire transfer of immediately available funds. If the Escrow Amount is insufficient to pay the amount of such deficiency, the Shareholder Representative shall cause the Shareholders to make payment to Acquiror by wire transfer of immediately available funds of their Pro Rata Share of the difference between the Escrow Amount and the amount that the Estimated Cash Consideration exceeds the Final Cash Consideration. If the Shareholders fail to make payment to Acquiror of the applicable deficiency within seven (7) Business Days after the final determination of Closing Debt and Closing Working Capital, then the Acquiror shall, in its sole discretion either (i) seek to enforce the payment demand pursuant to Section 10.07 hereof or (ii) cause the forfeiture and cancellation of that number of shares of New Acquiror Class A Common Stock held by each Shareholder, which is equal to the quotient obtained by dividing each such Shareholder’s Pro Rata Share of the applicable shortfall by $10 (ten dollars) and rounding up to the nearest whole share. In order to effectuate such forfeiture and cancellation, the Shareholder Representative shall cause the prompt delivery of such shares by each Shareholder to Acquiror in certificated or book entry form (at the election of Acquiror) for cancellation by Acquiror. If the Final Cash Consideration is greater than the Estimated Cash Consideration, then an amount (not to exceed the Escrow Amount) shall, within two (2) Business Days after the final determination of the Debt and Working Capital, be paid to the Shareholders by Acquiror by wire transfer of immediately available funds in accordance with instructions that the Shareholder Representative has delivered pursuant to Section 3.03(a)(i) (or in accordance with such other instructions as Shareholder Representative shall deliver to Acquiror not less than three (3) business days Business Days prior to the Closing Date (as defined herein), Seller shall cause Parent to prepare and deliver to Purchaser (i) an estimated statement of the Net Assets (as defined herein) of the Companies that fairly presents the assets and liabilities of the Companies on a consolidated basis as of the close of business on the Closing Date (the "Estimated Net Assets Statement") to be prepared in good faith in conformity with GAAP applied on a basis consistent with the Combined Group Financial Statements (as defined herein) and (ii) a certificate as to the preparation of the Estimated Net Assets Statement executed by the Chief Executive Officer and Chief Financial Officer of each of the Companies. Purchaser and its representatives shall have full access to all relevant books and records and employees of the Companies in connection with Parent's preparation, and Purchaser's review, of the Estimated Net Assets Statement. The term "Net Assets" means (i) cash and cash equivalents, trade accounts receivable (net of allowance for doubtful accounts) and receivables relating to equipment sales not to exceed $30,000, inventory (net of valuation allowances and allowances for excess and obsolete inventory) and prepaid expenses and deposits (including prepaid income Taxes, but excluding Seller Transaction Fees) of the Companies on a consolidated basis less (ii) the accounts payable, accrued expenses (including income Taxes payable and accrued transaction expenses) of the Companies on a consolidated basis, in the case of each of the foregoing clauses (i) and (ii), determined in accordance with GAAP consistently applied using the same accounting principles, procedures and methods that were used to prepare the Combined Group Financial Statements plus (iii) receivables for rebates from raw material vendors (the "Cash Rebate Receivables") which have not been received as of the Closing Date, provided that the Cash Rebate Receivables shall only include rebates which (1) have been earned with respect to purchases of raw material received by Papercon at any of its manufacturing locations prior to the Closing Date, (2) are fully earned based on date such purchases and receipts, (3) payments are required to be paid in cash or made). In the case of the payment of any deficiency by the Shareholders pursuant to a credit memo that can be currently appliedthis Section 3.06(e), (4) are received in cash within sixty (60) calendar days the Shareholder Representative shall allocate any such payment by the Shareholder to account for the allocation of Closing Debt and Closing Working Capital to each of the end of the current fiscal year or pursuant to a credit memo that can be applied within sixty (60) calendar days of the end of the current fiscal year, (5) are with respect to purchases of materials which are of a nature and amount consistent with the ordinary course of business consistent with past practice, (6) are earned pursuant to fully executed written rebate agreements entered into prior to April 5, 2004, which agreements have not been entered into in connection with or in anticipation of the consummation of transactions contemplated by this AgreementCompany, and its Fama and Enova subsidiaries. (7f) are not otherwise included in Net AssetsAny payment required to be made under this Section 3.06 shall be deemed an adjustment to the Closing Payment.

Cash Consideration Adjustment. (a) Not less than three The Cash Consideration shall be further adjusted (3the “Final Cash Consideration Adjustment”) business days prior to in accordance with the procedures set forth in Section 2.5(b) and (c) and in the following amounts: (i) in the event the Net Working Capital of the Company set forth on the Final Closing Date Statement (as defined herein)below) exceeds $1,265,000, Seller the Cash Consideration shall cause Parent to prepare and deliver to Purchaser (i) an estimated statement be increased by the dollar amount of the Net Assets (as defined herein) of the Companies that fairly presents the assets and liabilities of the Companies on a consolidated basis as of the close of business on the Closing Date (the "Estimated Net Assets Statement") to be prepared in good faith in conformity with GAAP applied on a basis consistent with the Combined Group Financial Statements (as defined herein) and such excess; (ii) a certificate as to in the preparation event the Net Working Capital of the Estimated Net Assets Company set forth on the Final Closing Statement executed is less than $1,000,000, the Cash Consideration payable to Seller shall be reduced by the Chief Executive Officer dollar amount of such deficiency; and/or (iii) in the event that the long term liabilities and Chief Financial Officer of each Debt of the Companies. Purchaser and its representatives Company as set forth on the Final Closing Statement shall have full access to all relevant books and records and employees of the Companies in connection with Parent's preparation, and Purchaser's review, of the Estimated Net Assets Statement. The term "Net Assets" means (i) cash and cash equivalents, trade accounts receivable (net of allowance for doubtful accounts) and receivables relating to equipment sales not to exceed $30,000, inventory the Cash Consideration shall be reduced by the dollar amount of such excess less the amount of any deduction for such long term liabilities and Debt taken as part of determining the Closing Date Cash Consideration. (net of valuation allowances and allowances for excess and obsolete inventoryb) and prepaid expenses and deposits (including prepaid income TaxesAfter the Closing, but excluding Seller Transaction Fees) of the Companies on shall prepare a consolidated basis less (ii) the accounts payable, accrued expenses (including income Taxes payable and accrued transaction expenses) of the Companies on a consolidated basis, in the case of each of the foregoing clauses (i) and (ii), determined in accordance with GAAP consistently applied using the same accounting principles, procedures and methods that were used to prepare the Combined Group Financial Statements plus (iii) receivables for rebates from raw material vendors (the "Cash Rebate Receivables") which have not been received balance sheet as of the Closing DateDate for the Company substantially in the form of the Most Recent Balance Sheet (the “Final Closing Statement”), provided that the Cash Rebate Receivables shall only include rebates which and deliver it to Buyer within thirty (130) have been earned with respect to purchases days of raw material received by Papercon at any of its manufacturing locations prior to the Closing Date. The Final Closing Statement delivered to Buyer shall be conclusive and binding on the Parties for purposes of determining any Final Cash Consideration Adjustment unless Buyer notifies Seller of Buyer’s disagreement with the Final Closing Statement in writing within ten (10) days after Buyer’s receipt of the Final Closing Statement. Buyer’s notice must state the amounts and the reasons for Buyer’s disagreement. If Buyer notifies Seller of Buyer’s disagreement with the Final Closing Statement, Seller and Buyer shall use their good faith efforts to agree on the amount of any Final Cash Consideration Adjustment for a period of seven (27) are fully earned based days. If Seller and Buyer agree on the amount of any additional Final Cash Consideration Adjustment (or the Independent Accountant declares a Final Cash Consideration Adjustment pursuant to Section 2.5(c)), such purchases and receipts, (3) are required to amount shall be paid in cash or pursuant to a credit memo that can be currently applied, (4) are received in cash the appropriate Party within sixty (60) calendar days of the end of the current fiscal year or pursuant to a credit memo that can be applied within sixty (60) calendar days of the end of the current fiscal year, five (5) days of such agreement. (c) If Buyer and Seller are with respect unable to purchases of materials which are of a nature and agree on the amount consistent with the ordinary course of business consistent with past practice, (6) are earned pursuant to fully executed written rebate agreements entered into prior to April 5, 2004, which agreements have not been entered into in connection with or in anticipation of the consummation of transactions contemplated by this Agreement, and Final Cash Consideration Adjustment within seven (7) are additional days, Buyer and Seller shall jointly retain a mutually agreeable independent accounting firm (an “Independent Accountant”). The Independent Accountant shall, within twenty (20) days after being retained, resolve the dispute, and provide written notice of such resolution by facsimile, confirmed by mail to the Parties. The fees and disbursements of the Independent Accountant shall be paid by the Party whose original position as submitted to the Independent Accountant was more inaccurate (in the aggregate) as determined by the Independent Accountant. After resolving the items in dispute, the Independent Accountant shall declare the Final Cash Consideration Adjustment which shall be binding on the Parties hereto and shall not otherwise included be subject to challenge by any Party hereto in Net Assetsany forum. The Final Cash Consideration Adjustment shall be paid to Seller or Buyer, as applicable, in accordance with Section 2.5(b).

Cash Consideration Adjustment. (a) Not For the purposes of clarification only, Seller is retaining all accounts payable and accounts receivable with respect to each Country Unit arising out of the operation and conduct of the Business before the Applicable Closing for such Country Unit and the only purchase consideration adjustment with respect to changes in the working capital of the Business after any Closing will be the adjustment of the Inventory and the Excluded Inventory Amount pursuant to this Section 2.04. (b) Within 120 days after the Applicable Closing Date, Seller shall prepare and deliver to Buyer a statement in the form of Schedule 2.04(b) (in its draft form, a “Consideration Adjustment Statement”), setting forth, with respect to the applicable Country Units, (i) the book value of the Inventory transferred to Buyer in respect of such Country Unit as of the Applicable Closing Date (the “Closing Inventory”), (ii) the Prepaid Tax Amount as of the Principal Closing Date and (iii) the Excluded Inventory Amount as of the Principal Closing Date. To the extent that the applicable Closing Inventory (once final and binding pursuant to the provisions of this Section 2.04) is greater than the applicable Inventory Target or less than three the applicable Inventory Target, the Cash Consideration shall be adjusted as described in Section 2.04(f) below. To the extent that the Prepaid Tax Amount (3once final and binding pursuant to the provisions of this Section 2.04) as of the Principal Closing Date is greater than the Estimated Prepaid Tax Amount or less than the Estimated Prepaid Tax Amount, the Cash Consideration shall be adjusted as described in Section 2.04(g) below. To the extent that the Excluded Inventory Amount (once final and binding pursuant to the provisions of this Section 2.04) as of the Principal Closing Date is greater than the Estimated Excluded Inventory Amount or less than the Estimated Excluded Inventory Amount, the Cash Consideration shall be adjusted as described in Section 2.04(h) below. (c) In connection with the preparation of each Consideration Adjustment Statement, (i) Buyer shall (A) assist, and shall cause its Affiliates to assist, Seller, its accountants, advisors and other representatives in its preparation of each Consideration Adjustment Statement and (B) afford to Seller, its accountants, advisors and other representatives, reasonable access during normal business hours to the personnel, properties, books and records of the Business to the extent relevant to the preparation of any Consideration Adjustment Statement (including any taking and preparing of physical counts of Inventory) and (ii) Seller shall, and shall cause its Affiliates to provide Buyer, its accountants, advisors and other representatives with any reasonably requested information, data or back-up materials with respect to Buyer’s review of any Consideration Adjustment Statement. For purposes of this Section 2.04, the calculation of the Excluded Inventory Amount and the book value of the Inventory will reflect any accounting reserves or adjustments (including for obsolescence) and otherwise be determined in a manner consistent with Seller’s inventory and other relevant accounting policies used in the preparation of the 2014/2015 Draft Financial Statements (the “Inventory Accounting Policies”). (d) Each Consideration Adjustment Statement shall become final and binding upon the parties on the 45th day following receipt thereof by Buyer unless Buyer gives written notice of its disagreement (a “Notice of Disagreement”) to Seller prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature and amount of any disagreement so asserted. If a timely Notice of Disagreement is received by Seller, then the relevant Consideration Adjustment Statement (as revised in accordance with clause (x) or (y) below) shall become final and binding upon the parties on the earlier of (x) the date the parties hereto resolve any differences they have with respect to any matter specified in the Notice of Disagreement or (y) the date any matters in dispute are resolved by an accounting firm (in accordance with the procedure set forth in this Section 2.04) selected by Seller and Buyer or, if the parties are unable to agree, an independent accounting firm selected by Seller’s and Buyer’s independent accounting firms (such firm, the “Accounting Firm”). (e) Buyer and Seller acknowledge and agree that the dispute resolution provisions set forth in Section 11.13 shall not apply to any dispute described in this Section 2.04. During the 30-day period immediately following the delivery of a Notice of Disagreement, Seller and Buyer shall seek in good faith to resolve in writing any differences they may have with respect to any matter specified in the Notice of Disagreement. At the end of such 30-day period, Seller and Buyer shall submit for review and resolution by the Accounting Firm any and all matters which remain in dispute and which were included in the Notice of Disagreement, and the Accounting Firm shall make a final determination of the values set forth on the relevant Consideration Adjustment Statement (and shall use such determination to prepare the relevant final Consideration Adjustment Statement ), which determination shall be binding on the parties; provided, however, the scope of such determination by the Accounting Firm shall be limited to: (i) those matters that remain in dispute and that were included in the Notice of Disagreement, (ii) whether, for each calculation of Inventory, such calculation was prepared in accordance with this Section 2.04, specifically, whether the Inventory Accounting Policies were used, and (iii) whether there were mathematical errors in the relevant Consideration Adjustment Statement , and the Accounting Firm is not authorized or permitted to make any other determination. Without limiting the generality of the foregoing, the Accounting Firm is not authorized or permitted to make any determination as to the accuracy of Section 3.06 or any other representation or warranty in this Agreement or as to compliance by Seller, Buyer or any of their respective Affiliates with any of the covenants in this Agreement (other than this Section 2.04). The relevant Consideration Adjustment Statement shall become final and binding on Buyer and Seller on the date the Accounting Firm delivers the relevant final Consideration Adjustment Statement to the parties. The fees and expenses of the Accounting Firm pursuant to this Section 2.04 shall be borne one-half each by Buyer and Seller. (f) If the Consideration Adjustment Statement discloses that the book value of the applicable Closing Inventory exceeds the applicable Inventory Target, then the amount of such excess shall be added on a dollar-for-dollar basis to the Cash Consideration. If the Consideration Adjustment Statement discloses that the book value of the applicable Closing Inventory is less than the applicable Inventory Target, then the Cash Consideration shall be reduced on a dollar-for-dollar basis by the amount of such deficit. If the Consideration Adjustment Statement discloses that the book value of the applicable Closing Inventory is equal to the applicable Inventory Target, then there shall be no adjustment to the Cash Consideration in respect of the Applicable Closing. (g) If the Consideration Adjustment Statement discloses that the Prepaid Tax Amount as of the Principal Closing Date exceeds the Estimated Prepaid Tax Amount, then the amount of such excess shall be added on a dollar-for-dollar basis to the Cash Consideration. If the Consideration Adjustment Statement discloses that the Prepaid Tax Amount as of the Principal Closing Date is less than the Estimated Prepaid Tax Amount, then the Cash Consideration shall be reduced on a dollar-for-dollar basis by the amount of such deficit. If the Consideration Adjustment Statement discloses that the Prepaid Tax Amount as of the Principal Closing Date is equal to the Estimated Prepaid Tax Amount, then there shall be no Prepaid Tax Amount adjustment to the Cash Consideration in respect of the Principal Closing. (h) If the Consideration Adjustment Statement discloses that the Excluded Inventory Amount as of the Principal Closing Date exceeds the Estimated Excluded Inventory Amount, then the Cash Consideration shall be reduced by the amount of such excess on a dollar-for-dollar basis. If the Consideration Adjustment Statement discloses that the Excluded Inventory Amount as of the Principal Closing Date is less than the Estimated Excluded Inventory Amount, then the amount of such deficit shall be added on a dollar-for-dollar basis to the Cash Consideration. If the Consideration Adjustment Statement discloses that the Excluded Inventory Amount as of the Principal Closing Date is equal to the Estimated Excluded Inventory Amount, then there shall be no Excluded Inventory Amount adjustment to the Cash Consideration in respect of the Principal Closing. (i) No payment pursuant to this Section 2.04 need be made by either party until the date that is 15 business days after the determination of each final Consideration Adjustment Statement (the “Cash Consideration Adjustment Due Date”); provided that, on or before any Cash Consideration Adjustment Due Date, (i) Buyer (or one or more of its Affiliates as may be designated by Buyer) shall pay or cause to be paid to Seller (or one or more of the Selling Affiliates as may be designated by Seller), in immediately available funds by wire transfer to one or more bank accounts designated in writing by Seller at least two (2) business days prior to such Cash Consideration Adjustment Due Date, cash in U.S. dollars (or, with respect to any Cash Consideration adjustment for any Country Unit for which a portion of the Closing Date (as defined hereinCash Consideration was paid in a Foreign Currency pursuant to Section 2.03(b), and to the extent payment in a Foreign Currency is required by applicable Law, in such Foreign Currency at the Exchange Rate as determined pursuant to Section 1.02(c)) as directed by Seller shall cause Parent in an amount equal to prepare and deliver to Purchaser (ithe positive Cash Consideration adjustment under Section 2.04(f), Section 2.04(g) an estimated statement of the Net Assets (as defined herein) of the Companies that fairly presents the assets and liabilities of the Companies on a consolidated basis as of the close of business on the Closing Date (the "Estimated Net Assets Statement") to be prepared in good faith in conformity with GAAP applied on a basis consistent with the Combined Group Financial Statements (as defined herein) and or Section 2.04(h), if any, or (ii) a certificate Seller (or one or more of its Affiliates as may be designated by Seller) shall pay or cause to the preparation be paid to Buyer (or one or more of the Estimated Net Assets Statement executed its Affiliates as may be designated by the Chief Executive Officer and Chief Financial Officer of each of the Companies. Purchaser and its representatives shall have full access to all relevant books and records and employees of the Companies in connection with Parent's preparation, and Purchaser's review, of the Estimated Net Assets Statement. The term "Net Assets" means (i) cash and cash equivalents, trade accounts receivable (net of allowance for doubtful accounts) and receivables relating to equipment sales not to exceed $30,000, inventory (net of valuation allowances and allowances for excess and obsolete inventory) and prepaid expenses and deposits (including prepaid income Taxes, but excluding Seller Transaction Fees) of the Companies on a consolidated basis less (ii) the accounts payable, accrued expenses (including income Taxes payable and accrued transaction expenses) of the Companies on a consolidated basisBuyer), in the case of each of the foregoing clauses immediately available funds by wire transfer to one or more bank accounts designated in writing by Buyer at least two (i2) and (ii), determined in accordance with GAAP consistently applied using the same accounting principles, procedures and methods that were used business days prior to prepare the Combined Group Financial Statements plus (iii) receivables for rebates from raw material vendors (the "such Cash Rebate Receivables") which have not been received as of the Closing Consideration Adjustment Due Date, provided that the Cash Rebate Receivables shall only include rebates which cash in U.S. dollars (1) have been earned or, with respect to purchases any Cash Consideration adjustment for any Country Unit for which a portion of raw material received by Papercon at any of its manufacturing locations prior the Cash Consideration was paid in a Foreign Currency pursuant to Section 2.03(b), and to the Closing Dateextent payment in a Foreign Currency is required by applicable Law, (2) are fully earned based on in such purchases and receipts, (3) are required to be paid in cash or Foreign Currency at the Exchange Rate as determined pursuant to a credit memo that can be currently appliedSection 1.02(c)) as directed by Buyer in an amount equal to the negative Cash Consideration adjustment under Section 2.04(f), (4Section 2.04(g) are received in cash within sixty (60) calendar days of the end of the current fiscal year or pursuant to a credit memo that can be applied within sixty (60) calendar days of the end of the current fiscal yearSection 2.04(h), (5) are with respect to purchases of materials which are of a nature and amount consistent with the ordinary course of business consistent with past practice, (6) are earned pursuant to fully executed written rebate agreements entered into prior to April 5, 2004, which agreements have not been entered into in connection with or in anticipation of the consummation of transactions contemplated by this Agreement, and (7) are not otherwise included in Net Assetsif any.