Common use of Closing Adjustment Clause in Contracts

Closing Adjustment. (a) Not less than five (5) Business Days prior to the anticipated Closing Date, Parent shall provide Purchaser with a written statement setting forth Parent’s good faith estimate of (i) Working Capital of the Transferred Companies and their respective Subsidiaries as of the close of business on the Closing Date, (ii) Indebtedness of the Transferred Companies as of the close of business on the Closing Date, and (iii) Cash (including the amounts of Operating Cash and Trapped Cash) of the Transferred Companies and their respective Subsidiaries as of the close of business on the Closing Date (the “Statement of Estimated Closing Working Capital and Net Indebtedness”), which shall be accompanied by a notice (the “Closing Notice”) that sets forth (x) Parent’s determination of the Closing Adjustment and the Purchase Price after giving effect to the Closing Adjustment and (y) the account or accounts to which Purchaser shall transfer funds pursuant to Section 2.3. (b) The Closing Notice shall specify an amount (the “Closing Adjustment”) that shall be equal to (w) the amount of Working Capital of the Transferred Companies and their respective Subsidiaries set forth in the Statement of Estimated Closing Working Capital and Net Indebtedness less (x) the Target Working Capital Amount less (y) the amount of Indebtedness of the Transferred Companies set forth in the Statement of Estimated Closing Working Capital and Net Indebtedness plus (z) the amount of (A) Operating Cash, and (B) Excess Cash other than Trapped Cash, of the Transferred Companies and their respective Subsidiaries set forth in the Statement of Estimated Closing Working Capital and Net Indebtedness. If the Closing Adjustment is a positive amount, then the Purchase Price shall be equal to (i) the Pre-Adjustment Amount increased by the absolute value of the Closing Adjustment, (ii) less, if the Acceptance Notice is not delivered by Parent to Purchaser prior to the Closing Date, the amount by which the Purchase Price is decreased pursuant to Section 2.10, and (iii) less the amount (if any) by which the Purchase Price is decreased pursuant to Section 5.21 of the Seller Disclosure Schedule. If the Closing Adjustment is a negative amount, then the Purchase Price shall be equal to (I) the Pre-Adjustment Amount decreased by the absolute value of the Closing Adjustment, (II) less, if the Acceptance Notice is not delivered by Parent to Purchaser prior to the Closing Date, the amount by which the Purchase Price is decreased pursuant to Section 2.10, and (III) less the amount (if any) by which the Purchase Price is decreased pursuant to Section 5.21 of the Seller Disclosure Schedule. (c) The Statement of Estimated Closing Working Capital and Net Indebtedness shall be prepared in accordance with the Working Capital Principles attached as Schedule III hereto (the “Working Capital Principles”), applied consistently with their application in connection with the preparation of the most-recent Audited Financial Statements.

Closing Adjustment. (a) Not less than five Part (5a) Business Days of the definition of “Closing Net Working Capital” is hereby amended and restated in its entirety as follows: “means (a) the sum of all Accounts Receivable, Intercompany Receivables (excluding Non-Trade Intercompany Receivables), Inventory, Additional Gort Inventory, VAT recoverable of the Acquired Companies, and prepaid expenses of the Acquired Companies and to the extent incorporated in the Purchased Assets (provided, however, that Closing Net Working Capital shall exclude any deferred tax assets, deferred tax liabilities, and any VAT recoverable that is attributable to VAT for which Purchaser is required to indemnify or pay Sellers under Section 9.1(f), Section 9.8(a) or Section 9.8(c) of this Agreement), minus (b) the sum of all Accounts Payable, Intercompany Payables (excluding Non-Trade Intercompany Payables), other current accrued liabilities of the Acquired Companies and of the Asset Selling Affiliates with respect to the Transferred Employees (including all Liabilities in respect of accrued PTO (paid time off) or vacation or holiday pay for Transferred Employees to the extent not paid by the Seller or its applicable Affiliate to such employee prior to the anticipated Closing), and deferred revenue. All elements of Closing Date, Parent shall provide Purchaser with a written statement setting forth Parent’s good faith estimate of (i) Net Working Capital of the Transferred Companies and their respective Subsidiaries shall be calculated as of the close opening of business on the Closing Date, (ii) Indebtedness Effective Date in the applicable jurisdiction and reflect the exclusion of the Transferred Companies Excluded Assets, Excluded Liabilities, Retained Assets and Retained Liabilities. Notwithstanding Section 11.10, to determine the Closing Net Working Capital, all line items expressed in any currency other than U.S. dollars will be converted into U.S. dollars using the closing rate quoted by Bloomberg as of the close of business 5 p.m. Eastern time on the last Business Day prior to Effective Date. Notwithstanding the preceding, for the avoidance of doubt, the Final Closing Date, Net Working Capital shall be calculated on a basis consistent with the Reference Calculation.” and (iii) Cash (including the amounts of Operating Cash and Trapped Cash) a new definition is hereby added to Section 1.1 of the Transferred Companies and their respective Subsidiaries Agreement, as of the close of business on the Closing Date (the “Statement of Estimated Closing Working Capital and Net Indebtedness”), which shall be accompanied by a notice (the “Closing Notice”) that sets forth (x) Parent’s determination of the Closing Adjustment and the Purchase Price after giving effect to the Closing Adjustment and (y) the account or accounts to which Purchaser shall transfer funds pursuant to Section 2.3. (b) The Closing Notice shall specify an amount (the “Closing Adjustment”) that shall be equal to (w) the amount of Working Capital of the Transferred Companies and their respective Subsidiaries set forth in the Statement of Estimated Closing Working Capital and Net Indebtedness less (x) the Target Working Capital Amount less (y) the amount of Indebtedness of the Transferred Companies set forth in the Statement of Estimated Closing Working Capital and Net Indebtedness plus (z) the amount of (A) Operating Cash, and (B) Excess Cash other than Trapped Cash, of the Transferred Companies and their respective Subsidiaries set forth in the Statement of Estimated Closing Working Capital and Net Indebtedness. If the Closing Adjustment is a positive amount, then the Purchase Price shall be equal to (i) the Pre-Adjustment Amount increased by the absolute value of the Closing Adjustment, (ii) less, if the Acceptance Notice is not delivered by Parent to Purchaser prior to the Closing Date, the amount by which the Purchase Price is decreased pursuant to Section 2.10, and (iii) less the amount (if any) by which the Purchase Price is decreased pursuant to Section 5.21 of the Seller Disclosure Schedule. If the Closing Adjustment is a negative amount, then the Purchase Price shall be equal to (I) the Pre-Adjustment Amount decreased by the absolute value of the Closing Adjustment, (II) less, if the Acceptance Notice is not delivered by Parent to Purchaser prior to the Closing Date, the amount by which the Purchase Price is decreased pursuant to Section 2.10, and (III) less the amount (if any) by which the Purchase Price is decreased pursuant to Section 5.21 of the Seller Disclosure Schedule. (c) The Statement of Estimated Closing Working Capital and Net Indebtedness shall be prepared in accordance with the Working Capital Principles attached as Schedule III hereto (the “Working Capital Principles”), applied consistently with their application in connection with the preparation of the most-recent Audited Financial Statements.follows:

Closing Adjustment. (a) Not less than five (5) Business Days Estimated Closing Balance Sheet and Net Equity Statement. Three --------------------------------------------------------- days prior to the anticipated Closing Dateof the Merger, the Company shall deliver to Parent shall provide Purchaser an estimated balance sheet of the Company dated as of the Closing Date (the "Estimated Closing Balance Sheet"), prepared in accordance with United States generally accepted accounting principles ("GAAP"), consistently applied, and (ii) a written statement setting forth Parent’s good faith estimate the Net Members' Equity (as defined below) of the Company as of the Closing Date (the "Net Equity Statement"). For purposes of this Section 2.5, "Net Members' Equity" means as of the date of determination the amount determined by subtracting (a) all indebtedness, obligations and liabilities of the Company, including all Company Indebtedness, all determined in accordance with GAAP, consistently applied; from (b) the total net book value of all assets of the Company, less (i) Working Capital of the Transferred Companies any amounts attributable to goodwill and their respective Subsidiaries intangible items (such as of the close of business on the Closing Dateunamortized debt discount and expense, patent, trade and service marks, trade names, copyrights, licenses, organizational expenses, and research and development expenses, except for prepaid expenses), (ii) Indebtedness of all appropriate deductions which are either required by or reflected in the Transferred Companies Company Financial Statements (as of the close of business on the Closing Datedefined in Section 3.8) (including allowances for doubtful accounts and bad debt, returns, depreciation and obsolescence), and (iii) Cash (including the amounts of Operating Cash and Trapped Cash) of the Transferred Companies and their respective Subsidiaries as of the close of business on the Closing Date (the “Statement of reserves not already deducted from assets. The Estimated Closing Working Capital Balance Sheet and the Net Indebtedness”)Equity Statement, which when delivered to Parent, shall be accompanied by a notice (the “Closing Notice”) that sets forth (x) Parent’s determination certificate of the Chief Executive Officer of the Company, representing and warranting to Parent that the Estimated Closing Adjustment Balance Sheet and the Purchase Price after giving effect to the Closing Adjustment Net Equity Statement are each true and (y) the account or accounts to which Purchaser shall transfer funds pursuant to Section 2.3. (b) The Closing Notice shall specify an amount (the “Closing Adjustment”) that shall be equal to (w) the amount of Working Capital of the Transferred Companies and their respective Subsidiaries set forth complete in the Statement of Estimated Closing Working Capital and Net Indebtedness less (x) the Target Working Capital Amount less (y) the amount of Indebtedness of the Transferred Companies set forth in the Statement of Estimated Closing Working Capital and Net Indebtedness plus (z) the amount of (A) Operating Cashall material respects, and (B) Excess Cash other than Trapped Cash, of the Transferred Companies and their respective Subsidiaries set forth in the Statement of Estimated Closing Working Capital and Net Indebtedness. If the Closing Adjustment is a positive amount, then the Purchase Price shall be equal to (i) the Pre-Adjustment Amount increased by the absolute value of the Closing Adjustment, (ii) less, if the Acceptance Notice is not delivered by Parent to Purchaser prior to the Closing Date, the amount by which the Purchase Price is decreased pursuant to Section 2.10, and (iii) less the amount (if any) by which the Purchase Price is decreased pursuant to Section 5.21 of the Seller Disclosure Schedule. If the Closing Adjustment is a negative amount, then the Purchase Price shall be equal to (I) the Pre-Adjustment Amount decreased by the absolute value of the Closing Adjustment, (II) less, if the Acceptance Notice is not delivered by Parent to Purchaser prior to the Closing Date, the amount by which the Purchase Price is decreased pursuant to Section 2.10, and (III) less the amount (if any) by which the Purchase Price is decreased pursuant to Section 5.21 of the Seller Disclosure Schedule. (c) The Statement of Estimated Closing Working Capital and Net Indebtedness shall be have been prepared in accordance with the Working Capital Principles attached as Schedule III hereto (the “Working Capital Principles”), GAAP applied consistently on a basis consistent with their application in connection with the that used for preparation of the most-recent Audited Company Financial Statements, and fairly present the financial position of the Company as of the Estimated Closing Date (the "Estimated Closing Balance Sheet Certificate"). The representations in such Estimated Closing Balance Sheet Certificate and the accompanying Estimated Closing Balance Sheet and the Net Equity Statement shall be deemed representations of the Company for purposes of Article 12.

Closing Adjustment. (ai) Not less than For purposes of Closing, the Company shall prepare and deliver to Parent at least five (5) Business Days prior to the anticipated Closing Date, together with reasonable supporting documentation and any additional information reasonably requested by Parent shall provide Purchaser with (A) a written statement setting forth Parentthe Company’s good faith estimate of (i) Working Capital of the Transferred Companies and their respective Subsidiaries as of the close of business on the Estimated Cash, Estimated Transaction Expenses, Estimated Closing Date, (ii) Indebtedness of the Transferred Companies as of the close of business on the Closing DateIndebtedness, and (iii) Cash (including the amounts of Operating Cash and Trapped Cash) of the Transferred Companies and their respective Subsidiaries as of the close of business on the Closing Date (the “Statement of Estimated Closing Working Capital and Net Indebtedness(calculated in accordance with Exhibit I), in each case, consistent with the terms set forth in this Agreement (the “Estimated Closing Statement”), which shall be accompanied by and (B) a notice statement (the “Closing NoticeFunds Flow”) that sets forth (xi) Parent’s determination of the Closing Adjustment wire transfer or other payment instructions with respect to the payments to be made to the Company, Paying Agent, and the Purchase Price after giving effect applicable recipients of Transaction Expenses and Closing Indebtedness, (ii) the number, series and class of Company Shares held by each Stockholder immediately prior to the Closing Adjustment and Effective Time, (y) the account or accounts to which Purchaser shall transfer funds pursuant to Section 2.3. (b) The Closing Notice shall specify an amount (the “Closing Adjustment”) that shall be equal to (wiii) the amount of Working Capital Closing Merger Consideration payable to each such Stockholder at the Closing, (iv) for each Stockholder, such Stockholder’s Participation Percentage (assuming for such purposes all Stockholders are Participating Stockholders) and Per Share Portion, (v) for each Optionholder, (A) each Optionholder’s Participation Percentage and Per Share Portion, (B) the number of Company Shares underlying each Vested In-the-Money Option held by such Optionholder as of immediately prior to the Effective Time, (C) the exercise price per Company Share purchasable under each such Vested Option, and (D) the aggregate Option Closing Amount payable to such Optionholder, (vi) the amounts payable, with appropriate wire instructions, for each recipient of Transaction Expenses, and (vii) the amounts payable, with appropriate wire instructions for each holder of Closing Indebtedness to be repaid at Closing. The Company shall consider in good faith Parent’s comments to the Estimated Closing Statement and Funds Flow and make such modifications thereto (and to the Funds Flow resulting therefrom) as the Company determines in good faith are necessary to achieve conformity with the requirements of this Agreement. Each of the Transferred Companies Parties hereby acknowledges and agrees that (i) the preparation and accuracy of the Funds Flow and the allocation and calculations set forth therein are the responsibility of the Company, the Securityholders’ Representative and/or the Stockholders of the Company involved in preparation thereof, and (ii) Parent and Merger Sub and their respective Subsidiaries Affiliates and Representatives shall be entitled to rely thereon without independent verification, and to make payments in accordance therewith, without any obligation to investigate or verify the accuracy or correctness thereof or the calculations set forth therein. The Estimated Closing Statement shall be prepared and delivered in good faith, based on the books and records of the Company and its Subsidiaries and in accordance with this Agreement, GAAP and applicable Laws, and shall be accompanied by a statement and a certificate of the Securityholders’ Representative that the Estimated Closing Statement was prepared in accordance with the applicable provisions of Section 2.9 and the definitions and exhibits referred to herein. The amount included on the Estimated Closing Statement with respect to clause (b) of the definition of Indebtedness with respect to Excluded Earnouts shall be $0 (which for the avoidance of doubt, may be adjusted in the Statement Post-Closing Adjustment to reflect the actual amount of Indebtedness due at or in connection with Closing with respect thereto). 0000-0000-0000.4 (ii) The “Closing Adjustment” shall be an amount equal to the Estimated Closing Working Capital and Net Indebtedness less (x) the minus Target Working Capital Amount less (y) the amount of Indebtedness of the Transferred Companies set forth in the Statement of Estimated Closing Working Capital and Net Indebtedness plus (z) the amount of (A) Operating Cash, and (B) Excess Cash other than Trapped Cash, of the Transferred Companies and their respective Subsidiaries set forth in the Statement of Estimated Closing Working Capital and Net IndebtednessCapital. If the Closing Adjustment is a positive amountnumber, then the Purchase Price Merger Consideration payable to the Securityholders at Closing shall be equal to (i) the Pre-Adjustment Amount increased by the absolute value of the Closing Adjustment, (ii) less, if the Acceptance Notice is not delivered by Parent to Purchaser prior to the Closing Date, the amount by which the Purchase Price is decreased pursuant to Section 2.10, and (iii) less the amount (if any) by which the Purchase Price is decreased pursuant to Section 5.21 of the Seller Disclosure Schedule. If the Closing Adjustment is a negative amountnumber, then the Purchase Price Merger Consideration payable the Securityholders at Closing shall be equal to (I) the Pre-Adjustment Amount decreased reduced by the absolute value of the Closing Adjustment, (II) less, if the Acceptance Notice is not delivered by Parent to Purchaser prior to the Closing Date, the amount by which the Purchase Price is decreased pursuant to Section 2.10, and (III) less the amount (if any) by which the Purchase Price is decreased pursuant to Section 5.21 of the Seller Disclosure Schedule. (c) The Statement of Estimated Closing Working Capital and Net Indebtedness shall be prepared in accordance with the Working Capital Principles attached as Schedule III hereto (the “Working Capital Principles”), applied consistently with their application in connection with the preparation of the most-recent Audited Financial Statements.

Closing Adjustment. (ai) Not less than At least five (5) Business Days prior before the Closing, the Remington Parties will prepare and deliver to the anticipated Closing Date, Parent shall provide Purchaser with AINC a written statement setting forth Parent’s good their good-faith estimate of (i) Closing Working Capital (the “Estimated Closing Working Capital”), which statement will contain an estimated balance sheet of the Transferred Remington Companies and their respective Subsidiaries (other than Marietta Leasehold LP) on a consolidated basis as of the close Closing Date (without giving effect to any of business the Transactions), an estimated balance sheet of Marietta Leasehold LP on a consolidated basis as of the Closing Date (without giving effect to any of the Transactions), an estimate of the Non-Current Stock Plan Liability as of the Closing Date, (ii) Indebtedness a statement of the Transferred Companies as Estimated Pro Rated Incentive Fees, a statement of the close of business on the Closing DateEstimated Pro Rated Bonus Liabilities, and (iii) Cash (including the amounts of Operating Cash and Trapped Cash) of the Transferred Companies and their respective Subsidiaries as of the close of business on the Closing Date (the “Statement a calculation of Estimated Closing Working Capital and Net Indebtedness(the “Estimated Closing Working Capital Statement”), which shall be accompanied by and a notice (certificate of the “Closing Notice”) senior accounting officer of Remington that sets forth (x) Parent’s determination the Estimated Closing Working Capital Statement (other than the Non-Current Stock Plan Liability and Estimated Pro Rated Incentive Fees) was prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Closing Adjustment Audited 2018 Carve-Out Financial Statements (in the case Remington and its consolidated subsidiaries) and the Purchase Price after giving effect to Audited 2018 Marietta Financial Statements (in the case of Marietta Leasehold LP) as if such Estimated Closing Adjustment Working Capital Statement were being prepared and audited as of a fiscal year end, and (y) the account or accounts estimate of the Non-Current Stock Plan Liability was calculated applying the same methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used to which Purchaser shall transfer funds pursuant to Section 2.3calculate the Non-Current Stock Plan Liability set forth in Schedule 3.06(a) but with a determination date as of the Closing Date. (bii) The Closing Notice shall specify an amount (the “Closing Adjustment”) that shall be equal to (w) the amount of Working Capital of the Transferred Companies and their respective Subsidiaries set forth in the Statement of Estimated Closing Working Capital and Net Indebtedness less (x) the Target Working Capital Amount less (y) the amount of Indebtedness of the Transferred Companies set forth in the Statement of Estimated Closing Working Capital and Net Indebtedness plus (z) the amount of (A) Operating Cash, and (B) Excess Cash other than Trapped Cash, of the Transferred Companies and their respective Subsidiaries set forth in the Statement of Estimated Closing Working Capital and Net Indebtedness. If the Closing Adjustment is a positive amountnumber, then New Holdco will pay to the Purchase Price shall be Xxxxxxxxx XX Parties in cash an amount equal to (i) the Pre-Adjustment Amount increased by the absolute value of the Closing Adjustment, (ii) less, if the Acceptance Notice is not delivered by Parent to Purchaser prior to the Closing Date, Adjustment at the amount by which the Purchase Price is decreased pursuant Closing. Subject to Section 2.1011.01, and (iii) less the amount (if any) by which the Purchase Price is decreased pursuant to Section 5.21 of the Seller Disclosure Schedule. If the Closing Adjustment is a negative amountnumber, then the Purchase Price shall be Xxxxxxxxx XX Parties will pay to New Holdco in cash an amount equal to (I) the Pre-Adjustment Amount decreased by the absolute value of the Closing Adjustment, (II) less, if the Acceptance Notice is not delivered by Parent to Purchaser prior to the Closing Date, Adjustment at the amount by which the Purchase Price is decreased pursuant to Section 2.10, and (III) less the amount (if any) by which the Purchase Price is decreased pursuant to Section 5.21 of the Seller Disclosure ScheduleClosing. (c) The Statement of Estimated Closing Working Capital and Net Indebtedness shall be prepared in accordance with the Working Capital Principles attached as Schedule III hereto (the “Working Capital Principles”), applied consistently with their application in connection with the preparation of the most-recent Audited Financial Statements.

Closing Adjustment. At least ten (a) Not less than five (510) Business Days prior to the anticipated Closing Date, Parent Company shall provide Purchaser with prepare and deliver to Acquiror a written statement setting forth Parent’s good faith estimate in reasonable detail its calculation of the estimated Net Working Capital (the “Estimated Closing Statement”). The Chief Executive Officer and the Chief Financial Officer of Company shall certify on behalf of Company, and not in any personal capacity, that the Estimated Closing Statement accurately reflects the calculation of the estimated Net Working Capital, and Company shall deliver the Estimated Closing Statement together with such certification to Acquiror. Company shall, upon request from Acquiror, provide Acquiror with reasonable access to all relevant backup materials, schedules and other records of Company and its Subsidiaries, in detail reasonably acceptable to Acquiror, concurrently with the delivery of such estimates until the Closing. The Estimated Closing Statement, together with the calculations of the estimated Net Working Capital, shall have been prepared in accordance with GAAP, applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the 2022 Audited Financial Statements as if such Estimated Closing Statement was being prepared as of a fiscal year-end (except that such Estimated Closing Statement will not contain footnotes). At Closing, (i) if the Net Working Capital Target exceeds the Net Working Capital, an amount of cash equal to the Transferred Companies and their respective Subsidiaries as of Net Working Capital Deficiency (the close of business on “Estimated NWC Deficiency Cash”) shall be deducted in calculating the Aggregate Cash Consideration to be received by the Members at the Closing Datein accordance with each such Members’ Pro Rata Share; provided, that, if the Aggregate Cash Payments is zero, the Members shall promptly, and in any event within three (3) Business Days after receiving notice from the Acquiror that the Aggregate Cash Payments is zero, deliver an amount in cash equal to their Pro Rata Shares of Estimated NWC Deficiency Cash to Acquiror; and (ii) Indebtedness if the Net Working Capital exceeds the Net Working Capital Target, the Members shall receive an amount of cash equal to the Transferred Companies as of the close of business on the Closing Date, and (iii) Cash (including the amounts of Operating Cash and Trapped Cash) of the Transferred Companies and their respective Subsidiaries as of the close of business on the Closing Date Net Working Capital Excess (the “Statement of Estimated Closing Working Capital and Net Indebtedness”), which shall be accompanied by a notice (the “Closing NoticeNWC Excess Cash”) that sets forth (x) Parent’s determination of the Closing Adjustment and the Purchase Price after giving effect to the Closing Adjustment and (y) the account or accounts to which Purchaser shall transfer funds pursuant to Section 2.3. (b) The Closing Notice shall specify an amount (the “Closing Adjustment”) that shall be equal to (w) the amount of Working Capital of the Transferred Companies and their respective Subsidiaries set forth in the Statement of Estimated Closing Working Capital and Net Indebtedness less (x) the Target Working Capital Amount less (y) the amount of Indebtedness of the Transferred Companies set forth in the Statement of Estimated Closing Working Capital and Net Indebtedness plus (z) the amount of (A) Operating Cash, and (B) Excess Cash other than Trapped Cash, of the Transferred Companies and their respective Subsidiaries set forth in the Statement of Estimated Closing Working Capital and Net Indebtedness. If the Closing Adjustment is a positive amount, then the Purchase Price shall be equal to (i) the Pre-Adjustment Amount increased by the absolute value of the Closing Adjustment, (ii) less, if the Acceptance Notice is not delivered by Parent to Purchaser distributed prior to the Closing DateDate in accordance with each such Members Pro Rata Share; provided, that, if the amount by which combined cash balance of Acquiror and the Purchase Price Company, after taking into account all payments, fees and expenses contemplated herein is decreased pursuant to Section 2.10less than $10,000,000, and (iii) less the amount (if any) by which the Purchase Price is decreased pursuant to Section 5.21 then payment of the Seller Disclosure Schedule. If the Closing Adjustment is a negative amount, then the Purchase Price Estimated NWC Excess Cash shall be equal to (I) the Pre-Adjustment Amount decreased deferred and paid by the absolute value Company as soon as practicable thereafter, but in any event, within one hundred and eighty (180) calendar days of the Closing Adjustment, (II) less, if the Acceptance Notice is not delivered by Parent to Purchaser prior to the Closing Dateadjustments set forth in this Section 2.5(a), the amount by which the Purchase Price is decreased pursuant to Section 2.10, and (III) less the amount (if any) by which the Purchase Price is decreased pursuant to Section 5.21 of the Seller Disclosure Schedule. (c) The Statement of Estimated Closing “Net Working Capital and Net Indebtedness shall be prepared in accordance with the Working Capital Principles attached as Schedule III hereto (the “Working Capital PrinciplesAdjustment”), applied consistently with their application in connection with the preparation of the most-recent Audited Financial Statements.

Closing Adjustment. (a) Not less No later than five (5) Business Days prior to the anticipated Closing Date, Parent the Sellers shall provide deliver to the Purchaser with a written statement setting forth Parent’s certificate executed by the President or Chief Executive Officer of each of the Sellers dated as of the date of delivery, certifying as to a good faith estimate of the following (the “Pre-Closing Adjustment Notice”): (i) the Closing Net Working Capital, reflecting the exclusion of the Excluded Assets, Excluded Liabilities, Retained Assets and Retained Liabilities (the “Estimated Closing Net Working Capital”) and the Estimated Closing Net Working Capital of the Transferred Companies and their respective Subsidiaries as of the close of business on the Closing DateAdjustment, (ii) Indebtedness of the Transferred Companies as of the close of business on the Closing Date, Indebtedness (the “Estimated Closing Indebtedness”). The Estimated Closing Net Working Capital and (iii) Cash (including Estimated Closing Indebtedness shall be calculated on a consistent basis with the amounts of Operating Cash and Trapped Cashprinciples set forth in Section 2.7(a) of the Transferred Companies and their respective Subsidiaries as of the close of business on the Closing Date Seller Disclosure Schedule (the “Statement of Estimated Closing Working Capital and Net IndebtednessReference Calculation”), which shall . The Cash Purchase Price to be accompanied paid by a notice (the “Closing Notice”) that sets forth (x) Parent’s determination of Purchaser at the Closing Adjustment and the Purchase Price after giving effect to the Closing Adjustment and (y) the account or accounts to which Purchaser shall transfer funds pursuant to Section 2.3. (b2.10(b) The Closing Notice shall specify an amount (the “Closing Adjustment”) that shall will be equal to (w) the amount of Working Capital of the Transferred Companies and their respective Subsidiaries set forth in the Statement of Estimated Closing Working Capital and Net Indebtedness less (x) the Target Working Capital Amount less (y) the amount of Indebtedness of the Transferred Companies set forth in the Statement of Estimated Closing Working Capital and Net Indebtedness plus (z) the amount of adjusted as follows: (A) Operating Cash, up for the Estimated Closing Net Working Capital Adjustment Amount (if such amount is positive) or down for the Estimated Closing Net Working Capital Adjustment Amount (if such amount is negative); and (B) Excess Cash other than Trapped Cash, of the Transferred Companies and their respective Subsidiaries set forth in the Statement of Estimated Closing Working Capital and Net Indebtedness. If the Closing Adjustment is a positive amount, then the Purchase Price shall be equal to (i) the Pre-Adjustment Amount increased by down for the absolute value of the Estimated Closing Indebtedness. For the purposes of this Agreement, the “Estimated Closing Net Working Capital Adjustment, ” means (ii1) less, if the Acceptance Notice is not delivered by Parent to Purchaser prior to Estimated Closing Net Working Capital exceeds the Closing DateNet Working Capital Target Amount, an amount equal to such excess (the amount by which the Purchase Price is decreased pursuant to Section 2.10“Estimated Closing Net Working Capital Surplus”) provided such Estimated Closing Net Working Capital Surplus shall not exceed $2,000,000 (two million dollars), and (iii2) if the Estimated Closing Net Working Capital is less the amount (if any) by which the Purchase Price is decreased pursuant to Section 5.21 of the Seller Disclosure Schedule. If than the Closing Adjustment is a negative amountNet Working Capital Target Amount, then the Purchase Price shall be an amount equal to (I) the Pre-Adjustment Amount decreased by the absolute value of the Closing Adjustment, (II) less, if the Acceptance Notice is not delivered by Parent to Purchaser prior to the Closing Date, the amount by which the Purchase Price is decreased pursuant to Section 2.10, and (III) less the amount (if any) by which the Purchase Price is decreased pursuant to Section 5.21 of the Seller Disclosure Schedulesuch deficiency. (c) The Statement of Estimated Closing Working Capital and Net Indebtedness shall be prepared in accordance with the Working Capital Principles attached as Schedule III hereto (the “Working Capital Principles”), applied consistently with their application in connection with the preparation of the most-recent Audited Financial Statements.

Closing Adjustment. (a) Not less No later than five (5) Business Days prior to the anticipated Closing Date, the Company shall deliver to Parent shall provide Purchaser with a written statement setting forth Parent’s statement, prepared in good faith estimate of (i) Working Capital faith, of the Transferred Companies and their respective Subsidiaries estimated amount of Assumed Liabilities (as of the close of business on the Closing Date, (ii) Indebtedness of the Transferred Companies as of the close of business on the Closing Date, and (iii) Cash (including the amounts of Operating Cash and Trapped Cashdefined below) of the Transferred Companies Company and their respective Subsidiaries its subsidiaries on a consolidated basis, as of the close of business on the Closing Date (the “Closing Statement of Estimated Closing Working Capital and Net IndebtednessAssumed Liabilities”), which statement shall be accompanied by a notice (the “Closing Notice”) that sets forth (x) in form and substance reasonably satisfactory to Parent’s determination of the Closing Adjustment and the Purchase Price after giving effect to the Closing Adjustment and (y) the account or accounts to which Purchaser shall transfer funds pursuant to Section 2.3. (b) The Closing Notice shall specify an amount (the “Closing Adjustment”) that shall be equal to (w) the amount of Working Capital of the Transferred Companies and their respective Subsidiaries set forth in the Statement of Estimated Closing Working Capital and Net Indebtedness less (x) the Target Working Capital Amount less (y) the amount of Indebtedness of the Transferred Companies set forth in the Statement of Estimated Closing Working Capital and Net Indebtedness plus (z) the amount of (A) Operating Cash, and (B) Excess Cash other than Trapped Cash, of the Transferred Companies and their respective Subsidiaries set forth in the Statement of Estimated Closing Working Capital and Net Indebtedness. If the Closing Adjustment is a positive amount, then the Purchase Price shall be equal to (i) the Pre-Adjustment Amount increased by the absolute value of the Closing Adjustment, (ii) less, if the Acceptance Notice is not delivered by Parent to Purchaser prior to On the Closing Date, the amount Aggregate Consideration Amount to be received by which the Purchase Price is decreased all Stockholders pursuant to Section 2.10, and 1.6(b) shall be adjusted by the difference of $1,500,000 minus the estimated amount of Assumed Liabilities (iiias defined below) less the amount (if any) by which the Purchase Price is decreased pursuant to Section 5.21 of the Seller Disclosure Schedule. If as set forth in the Closing Adjustment Statement of Assumed Liabilities (the “Closing Assumed Liability Differential”). For avoidance of doubt, if the Closing Assumed Liability Differential is a negative amountnumber, then the Purchase Price Aggregate Consideration Amount will be decreased, and if the Closing Assumed Liability Differential is a positive number, the Aggregate Consideration Amount will be increased. As used in this Section 1.6, “Assumed Liabilities” shall be equal to (I) mean the Pre-Adjustment Amount decreased by the absolute value total liabilities of the Closing Adjustment, (II) less, if the Acceptance Notice is not delivered by Parent to Purchaser prior to Company as of the Closing Date, determined in accordance with GAAP, for the amount following types of liability (i) accounts payable as of the Closing Date (excluding payables for items that have been or will be delivered against a customer purchase order or other specific customer project that relates to the VoD Business and that are listed on the Closing Statement of Assumed Liabilities as accepted by which Parent), (ii) accrued expenses, (iii) payroll and benefits of Persons who will be employees of the Purchase Price is decreased pursuant Company as of the Closing, (iv) $120,000 in accounting and other professional fees payable by the Company to Section 2.10resolve certain pre-Closing Tax issues identified in Schedule 5.29, and (IIIiv) less other payables identified and agreed by the amount (if any) by which the Purchase Price is decreased pursuant to Section 5.21 of the Seller Disclosure Scheduleparties. (c) The Statement of Estimated Closing Working Capital and Net Indebtedness shall be prepared in accordance with the Working Capital Principles attached as Schedule III hereto (the “Working Capital Principles”), applied consistently with their application in connection with the preparation of the most-recent Audited Financial Statements.

Closing Adjustment. (ai) Not less than five At least three (53) Business Days prior before the Closing, Quiksilver shall prepare and deliver to the anticipated Closing Date, Parent shall provide Purchaser with Buyer a written statement setting forth Parent’s its good faith estimate of (i) Closing Working Capital (the “Estimated Closing Working Capital”), which statement shall contain an estimated balance sheet of the Transferred Companies and their respective Subsidiaries Company as of the close of business on the Closing Date, (ii) Indebtedness of the Transferred Companies as of the close of business on the Closing Date, and (iii) Cash (including the amounts of Operating Cash and Trapped Cash) of the Transferred Companies and their respective Subsidiaries as of the close of business on the Closing Date (without giving effect to the “Statement transactions contemplated herein), a calculation of Estimated Closing Working Capital and Net Indebtedness(the “Estimated Closing Working Capital Statement”), which shall be accompanied by and a notice certificate of the Chief Financial Officer of the Company that the Estimated Closing Working Capital Statement was prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, valuation and estimation methodologies that were used in the preparation of the Annual Financial Statements for the most recent fiscal year end using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, valuation and estimation methodologies that were used in the preparation of the Sample Closing Working Capital Schedule (the “Closing Notice”) that sets forth (x) Parent’s determination of the Closing Adjustment and the Purchase Price after giving effect to the Closing Adjustment and (y) the account or accounts to which Purchaser shall transfer funds pursuant to Section 2.3. (b) The Closing Notice shall specify an amount (the “Closing Adjustment”) that shall be equal to (w) the amount of Working Capital of the Transferred Companies and their respective Subsidiaries set forth in the Statement Standard”). Quiksilver’s good faith calculation of Estimated Closing Working Capital and Net Indebtedness less (x) the Target Working Capital Amount less (y) the amount of Indebtedness of the Transferred Companies set forth contained in the Statement of Estimated Closing Working Capital and Net Indebtedness plus (z) Statement will be made available for the amount review of (A) Operating CashBuyer and, and (B) Excess Cash other than Trapped Cash, if Buyer or its Representatives identify any material errors or gross inaccuracies in connection with their review of the Transferred Companies and their respective Subsidiaries set forth in the Statement of Estimated Closing Working Capital Statement, Buyer will within two (2) Business Days of receipt of the Estimated Closing Working Capital Statement notify Quiksilver of such material errors or gross inaccuracies and Net IndebtednessQuiksilver will cooperate in good faith to address any such errors or gross inaccuracies. Following the delivery of the Estimated Closing Working Capital Statement, Buyer and Buyer’s accountants shall have reasonable access to the books and records of the Company, the personnel of, and work papers prepared by, Quiksilver and/or Quiksilver’s accountants to the extent that they relate to the Estimated Closing Working Capital Statement and to such historical financial information (to the extent in Quiksilver’s or the Company’s possession) relating to the Estimated Closing Working Capital Statement as Buyer may reasonably request for the purpose of reviewing the Estimated Closing Working Capital Statement, provided that such access shall be in a manner that does not interfere with the normal business operations of Buyer or the Company. For the avoidance of doubt, any failure of Buyer to notify Quiksilver of any error or inaccuracy in the Estimated Closing Working Capital Statement pursuant to this Section 1.4(a) shall not prejudice Buyer’s rights under Section 1.4(b) and Section 1.4(c) hereof. (ii) The “Closing Adjustment” will be an amount equal to the Estimated Closing Working Capital minus $19,009,596 (the “Target Working Capital”). If the Closing Adjustment is a positive amountnumber, then the Purchase Price shall will be equal to (i) the Pre-Adjustment Amount increased by the absolute value amount of the Closing Adjustment, (ii) less, if the Acceptance Notice is not delivered by Parent to Purchaser prior to the Closing Date, the amount by which the Purchase Price is decreased pursuant to Section 2.10, and (iii) less the amount (if any) by which the Purchase Price is decreased pursuant to Section 5.21 of the Seller Disclosure Schedule. If the Closing Adjustment is a negative amountnumber, then the Purchase Price shall will be equal to (I) the Pre-Adjustment Amount decreased reduced by the absolute value amount of the Closing Adjustment, (II) less, if the Acceptance Notice is not delivered by Parent to Purchaser prior to the Closing Date, the amount by which the Purchase Price is decreased pursuant to Section 2.10, and (III) less the amount (if any) by which the Purchase Price is decreased pursuant to Section 5.21 of the Seller Disclosure Schedule. (c) The Statement of Estimated Closing Working Capital and Net Indebtedness shall be prepared in accordance with the Working Capital Principles attached as Schedule III hereto (the “Working Capital Principles”), applied consistently with their application in connection with the preparation of the most-recent Audited Financial Statements.

Closing Adjustment. (ai) Not less than five (5) At least three Business Days prior before the Closing, Sellers shall prepare and deliver to the anticipated Closing Date, Parent shall provide Purchaser with Buyer a written statement setting forth Parent’s their good faith estimate of (iA) Closing Working Capital (the “Estimated Closing Working Capital”), which statement shall contain an estimated balance sheet of the Transferred Companies and their respective Subsidiaries Company as of the close of business on the Closing Date, (ii) Indebtedness of the Transferred Companies as of the close of business on the Closing Date, and (iii) Cash (including the amounts of Operating Cash and Trapped Cash) of the Transferred Companies and their respective Subsidiaries as of the close of business on the Closing Date (without giving effect to the “Statement transactions contemplated herein, except for the Controller Termination Payment, which shall reduce the Closing Working Capital by the amount of the Controller Termination Payment on a dollar for dollar basis ), a calculation of Estimated Closing Working Capital and Net Indebtedness”), which shall be accompanied by a notice (the “Closing Notice”) that sets forth (x) Parent’s determination of the Closing Adjustment and the Purchase Price after giving effect to the Closing Adjustment and (y) the account or accounts to which Purchaser shall transfer funds pursuant to Section 2.3. (b) The Closing Notice shall specify an amount (the “Closing Adjustment”) that shall be equal to (w) the amount of Working Capital of the Transferred Companies and their respective Subsidiaries set forth in the Statement of Estimated Closing Working Capital Statement”), and Net Indebtedness less (x) the Target Working Capital Amount less (y) the amount of Indebtedness a certificate of the Transferred Companies set forth in Chief Financial Officer of the Statement of Company that the Estimated Closing Working Capital Statement was prepared using the same accounting methods, practices, principles, policies and Net Indebtedness plus (z) procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the amount preparation of (A) Operating Cashthe Unaudited Financial Statements for the most recent fiscal year end as if such Estimated Closing Working Capital Statement was being prepared and audited as of a fiscal year end, and (B) Excess Cash other than Trapped CashClosing Plant, Property and Equipment (the “Estimated Closing Plant, Property and Equipment”), which statement shall contain an original cost list of the Transferred Companies Company’s Estimated Plant, Property and their respective Subsidiaries set forth in the Statement of Estimated Closing Working Capital and Net Indebtedness. If the Closing Adjustment is a positive amount, then the Purchase Price shall be equal to (i) the Pre-Adjustment Amount increased by the absolute value Equipment as of the Closing Adjustment, (ii) less, if Date prepared using the Acceptance Notice is not delivered by Parent to Purchaser prior to the Closing Date, the amount by which the Purchase Price is decreased pursuant to Section 2.10, and (iii) less the amount (if any) by which the Purchase Price is decreased pursuant to Section 5.21 of the Seller Disclosure Schedule. If the Closing Adjustment is a negative amount, then the Purchase Price shall be equal to (I) the Pre-Adjustment Amount decreased by the absolute value of the Closing Adjustment, (II) less, if the Acceptance Notice is not delivered by Parent to Purchaser prior to the Closing Date, the amount by which the Purchase Price is decreased pursuant to Section 2.10, and (III) less the amount (if any) by which the Purchase Price is decreased pursuant to Section 5.21 of the Seller Disclosure Schedule. (c) The Statement of Estimated Closing Working Capital and Net Indebtedness shall be prepared same valuation methodologies that were used in accordance with the Working Capital Principles attached as Schedule III hereto (the “Working Capital Principles”), applied consistently with their application in connection with the preparation of the most-Unaudited Financial Statements for the most recent Audited fiscal year end and the Interim Financial StatementsStatements(the “Estimated Closing Plant, Property and Equipment Statement”).Notwithstanding the foregoing, the Company shall purchase the three new trailers and one yard crane listed on Section 2.04(a) of the Disclosure Schedules (collectively, the “Excluded Equipment”) for the Company’s Andrews, Texas location prior to Closing, the Company shall be responsible for paying the costs of the Excluded Equipment (which shall total approximately $260,000), and the Excluded Equipment shall not be contained on the Estimated Closing Plant, Property and Equipment Statement.

Closing Adjustment. (a) Not less Pre-Closing Estimate. No later than five three (53) Business Days prior to the anticipated Closing Date, Parent shall provide Purchaser with a written statement setting forth Parent’s good faith estimate of (i) Working Capital of the Transferred Companies and their respective Subsidiaries as of the close of business on the Closing Date, (ii) Indebtedness of the Transferred Companies as of the close of business on the Closing Date, and (iii) Cash (including the amounts of Operating Cash and Trapped Cash) of the Transferred Companies and their respective Subsidiaries as of the close of business on the Closing Date (the “Statement of Estimated Closing Working Capital and Net Indebtedness”), which shall be accompanied by a notice (the “Closing Notice”) that sets forth (x) Parent’s determination of the Closing Adjustment and the Purchase Price after giving effect to the Closing Adjustment and (y) the account or accounts to which Purchaser shall transfer funds pursuant to Section 2.3. (b) The Closing Notice shall specify an amount (the “Closing Adjustment”) that shall be equal to (w) the amount of Working Capital of the Transferred Companies and their respective Subsidiaries set forth in the Statement of Estimated Closing Working Capital and Net Indebtedness less (x) the Target Working Capital Amount less (y) the amount of Indebtedness of the Transferred Companies set forth in the Statement of Estimated Closing Working Capital and Net Indebtedness plus (z) the amount of (A) Operating Cash, and (B) Excess Cash other than Trapped Cash, of the Transferred Companies and their respective Subsidiaries set forth in the Statement of Estimated Closing Working Capital and Net Indebtedness. If the Closing Adjustment is a positive amount, then the Purchase Price shall be equal to (i) the Pre-Adjustment Amount increased by the absolute value of the Closing Adjustment, (ii) less, if the Acceptance Notice is not delivered by Parent to Purchaser prior to the Closing Date, the amount by which Company shall deliver to Acquiror a statement (the Purchase Price is decreased pursuant “Estimated Closing Statement”) including an unaudited balance sheet of the Company as of immediately prior to Section 2.10Closing and setting forth the Company’s good faith estimate of each of (i) Closing Company Debt, (ii) Closing Cash, (iii) Unpaid Transaction Expenses and (iv) Closing Working Capital, such Estimated Closing Statement to be prepared in accordance with (A) GAAP, using the same accounting principles and methods the Company has used to produce the Company Financial Statements (to the extent consistent with GAAP), and (iiiB) less the amount illustration set forth on Schedule 1.9(a) (if anyto the extent consistent with clause (A)) by which (clauses (A) and (B), collectively, the Purchase Price is decreased pursuant “Specified Accounting Principles”). The Company shall deliver all relevant backup materials, schedules and the illustrations prepared in accordance with the Specified Accounting Principles, in detail reasonably acceptable to Section 5.21 Acquiror, concurrently with the delivery of such Estimated Closing Statement. The Company shall consult with Acquiror and its accountants with respect to the preparation of the Seller Disclosure ScheduleEstimated Closing Statement. If the Closing Adjustment is a negative amount, then the Purchase Price shall be equal to (I) the Pre-Adjustment Amount decreased by the absolute value of the Closing Adjustment, (II) less, if the Acceptance Notice is not delivered by Parent to Purchaser Based on such estimates and prior to the Closing Date, Acquiror and the amount by which the Purchase Price is decreased pursuant to Section 2.10Company shall in good faith calculate estimates of (i) Closing Company Debt (“Estimated Closing Company Debt”), (ii) Closing Cash (“Estimated Closing Cash”), (iii) Unpaid Transaction Expenses (“Estimated Unpaid Transaction Expenses”) and (IIIiv) less the amount Closing Working Capital (if any) by which the Purchase Price is decreased pursuant to Section 5.21 of the Seller Disclosure Schedule. (c) The Statement of “Estimated Closing Working Capital and Net Indebtedness shall be prepared in accordance with the Working Capital Principles attached as Schedule III hereto (the “Working Capital PrinciplesCapital”), applied consistently with their application in connection with which estimates shall be used to determine the preparation Total Consideration Value for purposes of the most-recent Audited Financial StatementsClosing.

Closing Adjustment. (a) Not less than five (5) Business Days prior to the anticipated Closing Date, Parent shall provide Purchaser with a written statement setting forth Parent’s good faith estimate of (i) Working Capital of the Transferred Companies and their respective Subsidiaries as of the close of business on No later than three Business Days before the Closing Date, Seller will prepare and deliver to Buyer (iiA) Indebtedness an estimated unaudited consolidated balance sheet of the Transferred Companies Company at and as of the close of business on the Closing Date, and (iii) Cash (including the amounts of Operating Cash and Trapped Cash) of the Transferred Companies and their respective Subsidiaries as of the close of business 12:01 A.M. Central time on the Closing Date (the “Statement of "Estimated Closing Working Capital and Net Indebtedness”), which shall be accompanied by a notice (the “Closing Notice”Balance Sheet") that sets forth (x) Parent’s determination of the Closing Adjustment and the Purchase Price after giving effect to the Closing Adjustment and (yB) the account or accounts to which Purchaser shall transfer funds pursuant to Section 2.3. a statement setting forth Seller's good faith estimate of each of (b) The Closing Notice shall specify an amount (the “Closing Adjustment”) that shall be equal to (wi) the amount of the Closing Cash, (ii) any Closing Working Capital Surplus, (iii) any Closing Working Capital Deficiency, (iv) the Transaction Expenses, (v) the amount of Closing Indebtedness and (vi) the Closing Adjustment Amount resulting therefrom (such statement, the "Estimated Closing Statement"). Upon delivery of the Transferred Estimated Closing Statement, Buyer and its Representatives, including Buyer's independent accountants, will be entitled to review, during normal business hours and upon reasonable advance notice, the books and records of the Acquired Companies relevant to the preparation of the Estimated Closing Balance Sheet and their respective Subsidiaries the Estimated Closing Statement as Buyer may reasonably request, and to discuss such books and records with senior management of the Acquired Companies for the purpose of reviewing the Estimated Closing Balance Sheet or Estimated Closing Statement, and Seller shall consider in good faith any comments from Buyer with respect to the amounts and calculations contained therein. To the extent that, prior to Closing, Buyer and Seller agree in writing on any changes to the amounts set forth in the Statement of Estimated Closing Working Capital Balance Sheet or the Estimated Closing Statement, the Estimated Closing Balance Sheet or the Estimated Closing Statement, as applicable, shall be revised to reflect such agreed-upon amounts; for the avoidance of doubt (but without limiting Section 1.2(c)), if Buyer and Net Indebtedness less (x) Seller are unable to resolve any differences with respect to the Target Working Capital Amount less (y) the amount of Indebtedness of the Transferred Companies amounts set forth in the Estimated Closing Balance Sheet or the Estimated Closing Statement prior to the Closing, then with respect to any amounts which remain in dispute, the amounts of Estimated Closing Cash, Closing Working Capital and Net Indebtedness plus (z) the amount of (A) Operating CashSurplus, and (B) Excess Cash other than Trapped Cash, of the Transferred Companies and their respective Subsidiaries set forth in the Statement of Estimated Closing Working Capital and Net Indebtedness. If Deficiency, Transaction Expenses, Closing Indebtedness or the Closing Adjustment is a positive amount, then Amount as reflected in the Seller's initial Estimated Closing Statement shall be used for purposes of calculating the Estimated Purchase Price shall be equal to (i) the Pre-Adjustment Amount increased by the absolute value of the Closing Adjustment, (ii) less, if the Acceptance Notice is not delivered by Parent to Purchaser prior to on the Closing Date, the amount by which the Purchase Price is decreased pursuant to Section 2.10, . From and (iii) less the amount (if any) by which the Purchase Price is decreased pursuant to Section 5.21 of the Seller Disclosure Schedule. If after 12:01 A.M. Central time on the Closing Adjustment is a negative amountDate through the Closing, then no Acquired Company shall pay or otherwise remit or distribute any Cash to any Person (other than payments to unaffiliated third-party trade creditors in the Purchase Price shall be equal to (I) the Pre-Adjustment Amount decreased by the absolute value ordinary course of the Closing Adjustment, (II) less, if the Acceptance Notice is not delivered by Parent to Purchaser prior to the Closing Date, the amount by which the Purchase Price is decreased pursuant to Section 2.10, and (III) less the amount (if any) by which the Purchase Price is decreased pursuant to Section 5.21 business in respect of the Seller Disclosure Schedule. (c) The Statement of Estimated liabilities included in Closing Working Capital and Net Indebtedness shall be prepared taken into account in accordance with calculating the Closing Working Capital Principles attached as Schedule III hereto (the “Surplus or Closing Working Capital Principles”Deficiency, as applicable), applied consistently with their application in connection with the preparation of the most-recent Audited Financial Statements.

Closing Adjustment. As soon as practicable before the Closing (a) Not but in any event, not less than five (5) two Business Days prior to the anticipated Closing Date), Parent the Seller Representative shall provide deliver to Purchaser with a written statement (the “Pre-Closing Statement”), setting forth Parent’s good faith estimate of in reasonable detail: (i) an estimate of the Working Capital of the Transferred Acquired Companies and their respective Subsidiaries as of the close of business on the Closing Date(such estimate, (ii) Indebtedness of the Transferred Companies as of the close of business on the Closing Date, and (iii) Cash (including the amounts of Operating Cash and Trapped Cash) of the Transferred Companies and their respective Subsidiaries as of the close of business on the Closing Date (the “Statement of Estimated Closing Working Capital and Net IndebtednessAmount”), which shall be accompanied by a notice (the “Closing Notice”) that sets forth (x) Parent’s determination of the Closing Adjustment and the Purchase Price after giving effect to the Closing Adjustment and (y) the account or accounts to which Purchaser shall transfer funds pursuant to Section 2.3. (b) The Closing Notice shall specify an amount (the “Closing Adjustment”) that shall be equal to (w) the amount of Working Capital of the Transferred Companies and their respective Subsidiaries set forth in the Statement of Estimated Closing Working Capital and Net Indebtedness less (x) the Target Working Capital Amount less (y) the amount of Indebtedness of the Transferred Companies set forth in the Statement of Estimated Closing Working Capital and Net Indebtedness plus (z) the amount of (A) Operating Cashwhich, and (B) Excess Cash other than Trapped Cash, of the Transferred Companies and their respective Subsidiaries set forth in the Statement of Estimated Closing Working Capital and Net Indebtedness. If the Closing Adjustment is a positive amount, then the Purchase Price shall be equal to (i) the Pre-Adjustment Amount increased by the absolute value of the Closing Adjustment, (ii) less, if the Acceptance Notice is not delivered by Parent to Purchaser prior to the Closing Date, the amount by which the Purchase Price is decreased pursuant to Section 2.10, and (iii) less the amount (if any) by which the Purchase Price is decreased pursuant to Section 5.21 of the Seller Disclosure Schedule. If the Closing Adjustment is a negative amount, then the Purchase Price shall be equal to (I) the Pre-Adjustment Amount decreased by the absolute value of the Closing Adjustment, (II) less, if the Acceptance Notice is not delivered by Parent to Purchaser prior to the Closing Date, the amount by which the Purchase Price is decreased pursuant to Section 2.10, and (III) less the amount (if any) by which the Purchase Price is decreased pursuant to Section 5.21 of the Seller Disclosure Schedule. (c) The Statement of Estimated Closing Working Capital and Net Indebtedness shall be prepared in accordance with GAAP and this Agreement, including the definitions set forth herein, as applicable and presented in a manner consistent with the pro forma example of Working Capital, which was prepared as of October 31, 2022, attached hereto as Schedule 2.05(a), and the resultant Closing Working Capital Principles attached Increase Amount or Closing Working Capital Decrease Amount, as applicable, (ii) an estimate of the Closing Indebtedness of the Acquired Companies (such estimate, the “Estimated Closing Indebtedness Amount”), (iii) an estimate of the Seller Transaction Expenses (such estimate, the “Estimated Seller Transaction Expense Amount”), (iv) an estimate of the Closing Cash of the Acquired Companies (such estimate, the “Estimated Closing Cash Amount”), (v) an estimate of the Change of Control Payments (such estimate, the “Estimated Change of Control Payments”), (vi) an estimate of the Paid Executory Period CapEx (such estimate, the “Estimated Paid Executory Period CapEx”), (vii) the resultant Estimated Net Purchase Price and (viii) an updated Allocation Schedule III hereto setting forth the amount (expressed as a dollar amount) of the Estimated Net Purchase Price each Seller shall be entitled to receive in accordance with Section 3.02(a)(vi) (the “Working Capital PrinciplesUpdated Allocation Schedule”), applied consistently . Seller Representative shall provide Purchaser and Purchaser’s Representatives with their application reasonable access to reasonable supporting documentation and personnel as Purchaser and Purchaser’s Representatives may reasonably request in connection with the preparation their review of the most-recent Audited Financial Statementssuch estimates.

Closing Adjustment. (a) Not less than five (5) Business Days prior As soon as practicable before the Closing, the Company shall prepare and deliver to the anticipated Closing Date, Parent shall provide Purchaser with a written statement setting forth Parent’s its good faith estimate of (i) Closing Working Capital (the “Estimated Closing Working Capital”), which statement shall contain an estimated balance sheet of the Transferred Companies and their respective Subsidiaries Company as of the close of business on the Closing Date, (ii) Indebtedness of the Transferred Companies as of the close of business on the Closing Date, and (iii) Cash (including the amounts of Operating Cash and Trapped Cash) of the Transferred Companies and their respective Subsidiaries as of the close of business on the Closing Date (without giving effect to the “Statement transactions contemplated herein), a calculation of Estimated Closing Working Capital and Net Indebtedness”), which shall be accompanied by a notice (the “Closing Notice”) that sets forth (x) Parent’s determination of the Closing Adjustment and the Purchase Price after giving effect to the Closing Adjustment and (y) the account or accounts to which Purchaser shall transfer funds pursuant to Section 2.3. (b) The Closing Notice shall specify an amount (the “Closing Adjustment”) that shall be equal to (w) the amount of Working Capital of the Transferred Companies and their respective Subsidiaries set forth in the Statement of Estimated Closing Working Capital Statement”), and Net Indebtedness less (x) the Target Working Capital Amount less (y) the amount of Indebtedness a certificate of the Transferred Companies set forth in Company’s Chief Financial Officer that the Statement of Estimated Closing Working Capital Statement was prepared in accordance with GAAP, consistently applied, subject to the following (the “GAAP Exceptions”): (i) With respect to accounts receivable, no allowance shall be provided for doubtful accounts. All known bad debts as of the Effective Date would be deducted from accounts receivable. Receivables attributable to products sent as advance replacement to customers shall be valued at 10% of the recorded receivable, and Net Indebtedness plus products loaned to customers and manufacturer representatives shall be valued at 42% of their cost. (zii) With respect to inventory, refurbished inventory in normal working condition shall be valued at 70% of the amount average cost. Inventory returned by customers, but not yet refurbished to working condition shall be valued at 35% of the average cost. No other reserves against inventory shall be permitted. (iii) With respect to accounts payable, all known payables including with respect to inventory received, shall be taken into account. (iv) With respect to accrued expenses, in calculating accrued expenses, the following amounts shall be disregarded: (A) Operating Cashexpenses for services received but for which amounts due are not known or invoiced, and not exceeding $50,000 in aggregate before the Effective Date; (B) Excess Cash other than Trapped Cash, salaries and related employer taxes accrued until the Effective Date in respect of the Transferred Companies first payroll to be paid after closing, excluding termination bonuses and their respective Subsidiaries set forth in other payments; (C) vacation accrued for continuing employees; and (D) interest and finance charges accrued to the Statement extent of $17,000. (v) With respect to warranty claims, accrual for warranty claims shall be restricted to $85,000. The “Closing Adjustment” shall be an amount equal to the Estimated Closing Working Capital and Net Indebtednessminus $1,000,000 (the “Target Working Capital”). If the Closing Adjustment is a positive amountnumber, then the Purchase Price Closing Cash Consideration shall be equal to (i) the Pre-Adjustment Amount increased by the absolute value amount of the Closing Adjustment, (ii) less, if the Acceptance Notice is not delivered by Parent to Purchaser prior to the Closing Date, the amount by which the Purchase Price is decreased pursuant to Section 2.10, and (iii) less the amount (if any) by which the Purchase Price is decreased pursuant to Section 5.21 of the Seller Disclosure Schedule. If the Closing Adjustment is a negative amountnumber, then the Purchase Price Closing Cash Consideration shall be equal to (I) the Pre-Adjustment Amount decreased reduced by the absolute value amount of the Closing Adjustment, (II) less, if the Acceptance Notice is not delivered by Parent to Purchaser prior to the Closing Date, the amount by which the Purchase Price is decreased pursuant to Section 2.10, and (III) less the amount (if any) by which the Purchase Price is decreased pursuant to Section 5.21 of the Seller Disclosure Schedule. (c) The Statement of Estimated Closing Working Capital and Net Indebtedness shall be prepared in accordance with the Working Capital Principles attached as Schedule III hereto (the “Working Capital Principles”), applied consistently with their application in connection with the preparation of the most-recent Audited Financial Statements.