Common use of Closing Payment Clause in Contracts

Closing Payment. At the Closing, Buyer shall have sufficient cash available lines of credit or other sources of immediately available funds to enable it to pay the Base Purchase Price and Prepayment Premium and promptly pay any other amounts to be paid by it pursuant to and in connection with this Agreement and the Debt Financing (collectively, the “Acquisition Amounts”). Without limiting the generality of the foregoing, a true and complete copy of the commitment letter, dated as of the date hereof, among Buyer, BofA Securities, Inc. and Bank of America, N.A. (together with the Fee Letter (as defined below) and all exhibits, annexes, schedules and joinders thereto, the “Debt Commitment Letter”), has been provided to Parent, pursuant to which the lenders and other Persons party thereto (collectively, the “Lenders”) have agreed, subject to the terms and conditions set forth therein, to provide debt financing in the amounts set forth therein for the purpose, among others, of financing the transactions contemplated by this Agreement and the related fees and expenses to be incurred by Buyer in connection therewith and for the other purposes set forth therein. As of the date hereof, the Debt Commitment Letter has not been amended, restated, supplemented or otherwise modified, no such amendment or modification is pending or contemplated (except for amendments to add additional Lenders thereto), and the Debt Commitment Letter has not been withdrawn, terminated or rescinded in any respect. Buyer has fully paid or caused to be fully paid any and all commitment fees or other fees required to be paid in connection with the Debt Commitment Letter that are payable on or prior to the date hereof. The Debt Commitment Letter is in full force and effect as of the date hereof. The Debt Commitment Letter is a valid, legal, binding and an enforceable obligation of Buyer and the other Persons party thereto, subject (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). There are no other conditions or other contingencies under any agreement (including any side letters) related to the funding of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Buyer or to the Knowledge of Buyer, any other parties thereto, under the Debt Commitment Letter, or a failure of any condition to the Debt Financing or would otherwise result in any portion of the Debt Financing being unavailable on the Closing Date or, to the Knowledge of Buyer, make any assumption or statement set forth in the Debt Commitment Letter inaccurate in any material respect. As of the date hereof and assuming satisfaction of the conditions set forth in Sections 6.01 and 6.03, Buyer does not have any reason to believe that any of the conditions to the Debt Financing will fail to timely be satisfied or that the full amount of the Debt Financing will be unavailable on the Closing Date. The Debt Commitment Letter is not subject to any conditions precedent to the obligations of the parties thereunder (including pursuant to any “flex” provisions in the related fee letter (the “Fee Letter”) a true and complete copy of which (in redacted form removing only the fee information and pricing “flex” information) has been provided to Parent prior to the date hereof) or otherwise to make the full amount of the Debt Financing available to Buyer at the Closing other than as set forth therein (including the payment of customary fees). There are no side letters or other agreements, contracts or arrangements to which Buyer or any of its Affiliates is a party that are related to the funding or investing, as applicable, of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. Buyer acknowledges that the receipt of third party financing (including the Debt Financing) is not a condition to its obligations under this Agreement.

Closing Payment. (A) During the Interim Period and at least 5 Business Days prior to the Closing, Oronite and the Local Sellers’ Representative shall jointly prepare and deliver the Closing Statement which shall be subject to Buyer’s approval, and the Parties shall resolve any issues related to or arising out of the calculation of the Closing Payment in accordance with Exhibit C. (B) At the Closing, Buyer shall have sufficient cash available lines of credit make, or other sources of immediately available funds to enable it to pay the Base Purchase Price and Prepayment Premium and promptly pay any other amounts cause to be paid by it pursuant to and in connection with this Agreement and made, the Debt Financing following payments (collectively, the “Acquisition AmountsClosing Payment”): (1) to U.S. Bank National Association, as escrow agent (the “Purchase Price Adjustment Escrow Agent”). Without limiting , the generality sum of US$5,000,000 (the foregoing“Purchase Price Adjustment Escrow Amount”), a true which shall be deposited in an escrow account to be known as the “Purchase Price Adjustment Escrow Account” and complete copy established and funded pursuant to the terms of the commitment letterthat certain Escrow Agreement, dated as of the date hereofClosing Date, by and among Buyer, BofA Securities, Inc. and Bank of America, N.A. (together with the Fee Letter (as defined below) and all exhibits, annexes, schedules and joinders theretoOronite, the Local Sellers’ Representative and the Purchase Price Adjustment Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit J (the “Debt Commitment LetterPurchase Price Adjustment Escrow Agreement”), has been provided . The Purchase Price Adjustment Escrow Amount shall be utilized to Parent, fund any obligations of Sellers pursuant to which any adjustment to the lenders Estimated Purchase Price pursuant to Section 2.3 (and other Persons party thereto (collectivelyany amounts not so utilized will be released to Oronite and the Local Sellers’ Trustee as provided herein), and will be held by the “Lenders”) have agreed, Purchase Price Adjustment Escrow Agent in escrow subject to the terms and conditions of the Purchase Price Adjustment Escrow Agreement and this Agreement. All fees charged by the Purchase Price Adjustment Escrow Agent in connection with the Purchase Price Adjustment Escrow Account will be borne 50% by Buyer and 50% by the Sellers; (2) to U.S. Bank National Association, as escrow agent (the “Local Sellers’ Escrow Agent”), the sum equal to the Local Sellers’ Percentage of US$9,000,000 (the “Local Sellers’ Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Local Sellers’ Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, the Local Sellers’ Representative and the Local Sellers’ Escrow Agent, substantially in the form and on terms and conditions as set forth thereinin Exhibit K (the “Local Sellers’ Escrow Agreement”). The Local Sellers’ Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3, to provide debt financing in the amounts set forth therein shall serve as security for the purposeLocal Sellers’ obligations to indemnify Buyer for any other Losses pursuant to this Agreement (and if any funds shall remain undisbursed from the Local Sellers’ Indemnification Escrow Account after the satisfaction of all of the foregoing obligations, among otherssuch remaining funds shall be applied by the Local Sellers’ Escrow Agent to pay the fees and expenses of any legal, financial advisory and accounting firms and any other service providers that render services to the Local Sellers in connection with the negotiation, execution and performance of financing the transactions contemplated by this Agreement and the related fees and expenses to be incurred by Buyer in connection therewith and for the other purposes set forth therein. As of the date hereof, the Debt Commitment Letter has not been amended, restated, supplemented or otherwise modified, no such amendment or modification is pending or transactions contemplated (except for amendments to add additional Lenders theretohereby), and will be held by the Debt Commitment Letter has not been withdrawn, terminated or rescinded Local Sellers’ Escrow Agent in any respectescrow subject to the terms and conditions of the Local Sellers’ Escrow Agreement and this Agreement. Buyer has fully paid or caused to be fully paid any and all commitment All fees or other fees required to be paid charged by the Local Sellers’ Escrow Agent in connection with the Debt Commitment Letter that are payable on or prior Local Sellers’ Indemnification Escrow Account will be borne will be borne 50% by Buyer and 50% by the Local Sellers; (3) to U.S. Bank National Association, as escrow agent (the “Oronite Escrow Agent”), the sum equal to the date hereof. The Debt Commitment Letter is Oronite Percentage of US$9,000,000 (the “Oronite Indemnification Escrow Amount”), which shall be deposited in full force an escrow account to be known as the “Oronite Indemnification Escrow Account” and effect established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the date hereofClosing Date, by and among Buyer, Oronite and the Oronite Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit L (the “Oronite Escrow Agreement”). The Debt Commitment Letter is a validOronite Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3 and shall serve as security for Oronite’s obligations to indemnify Buyer for any other Losses pursuant to this Agreement, legal, binding and an enforceable obligation will be held by the Oronite Escrow Agent in escrow subject to the terms and conditions of the Oronite Escrow Agreement and this Agreement. All fees charged by the Oronite Escrow Agent in connection with the Oronite Indemnification Escrow Account will be borne 50% by Buyer and the other Persons party thereto50% by Oronite; (4) to Oronite, subject (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). There are no other conditions or other contingencies under any agreement (including any side letters) related an amount equal to the funding Oronite Percentage of the full Estimated Purchase Price minus the Oronite Percentage of the amount of the Debt Financing other than Purchase Price Adjustment Escrow Amount minus the Oronite Indemnification Escrow Amount and minus withholding Taxes, if any, as expressly set forth required by applicable Laws; and (5) to the Local Sellers’ Trustee (for further distribution to the Local Sellers in accordance with their respective Local Seller Pro Rata Shares), an amount equal to the Debt Commitment Letter. As Local Sellers’ Percentage of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on Estimated Purchase Price minus the part of Buyer or to the Knowledge of Buyer, any other parties thereto, under the Debt Commitment Letter, or a failure of any condition to the Debt Financing or would otherwise result in any portion Local Sellers’ Percentage of the Debt Financing being unavailable on the Closing Date or, to the Knowledge of Buyer, make any assumption or statement set forth in the Debt Commitment Letter inaccurate in any material respect. As of the date hereof and assuming satisfaction of the conditions set forth in Sections 6.01 and 6.03, Buyer does not have any reason to believe that any of the conditions to the Debt Financing will fail to timely be satisfied or that the full amount of the Debt Financing will be unavailable on Purchase Price Adjustment Escrow Amount minus the Closing Date. The Debt Commitment Letter is not subject to any conditions precedent to the obligations of the parties thereunder (including pursuant to any “flex” provisions in the related fee letter (the “Fee Letter”) a true Local Sellers’ Indemnification Escrow Amount and complete copy of which (in redacted form removing only the fee information and pricing “flex” information) has been provided to Parent prior to the date hereof) or otherwise to make the full amount of the Debt Financing available to Buyer at the Closing other than as set forth therein (including the payment of customary fees). There are no side letters or other agreementsminus withholding Taxes, contracts or arrangements to which Buyer or any of its Affiliates is a party that are related to the funding or investingif any, as applicable, of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. Buyer acknowledges that the receipt of third party financing (including the Debt Financing) is not a condition to its obligations under this Agreementrequired by applicable Laws.

Closing Payment. (a) No later than 6:00 pm local time in New York, NY on the date on which the Offer has concluded, the Purchaser shall notify the Seller in writing of the Purchaser Trust Amount upon conclusion of the Offer, as may have been reduced by reasonable withdrawals of interest thereon to pay Taxes in connection therewith (the “Final Purchaser Trust Amount”). (b) At least five Business Days prior to the Closing, the Seller shall deliver to the Purchaser a written schedule setting forth the Seller’s good faith estimate as of the Closing, together with reasonable supporting detail, of (i) the Seller Transaction Expenses, (ii) Seller-Paid Purchaser Transaction Expenses, (iii) Company Transaction Expenses, (iv) any Net Working Capital Adjustment, (v) any Excess Capital Expenditures Adjustment, (vi) any Aggregate Acquisition Adjustments, (vii) any Unpaid Pre-Closing Income Taxes, (viii) any Overpaid Pre-Closing Income Taxes, (ix) Outstanding Indebtedness, and (x) Cash. At least two Business Days prior to the Closing, the Purchaser shall deliver to the Seller a written schedule setting forth the Purchaser’s good faith estimate as of the Closing, together with reasonable supporting detail, of (A) the unpaid Purchaser Transaction Expenses, (B) the Preferred Offering Proceeds and (C) the Common Offering Proceeds. (c) Following receipt of the Final Purchaser Trust Amount and the estimates referenced in Section 2.03(b), and at least two Business Days prior to the Closing, the Seller shall deliver to the Purchaser a written schedule (the “Closing Statement”) setting forth the Seller’s good faith calculation, together with reasonable supporting detail, of (i) the Total Purchase Price and the components thereof, (ii) the Cash Purchase Price and the components thereof, (iii) the number of shares of Purchase Price Common Stock to be issued and (iv) the allocation (the “Allocation”) of the Total Purchase Price, any post-Closing payments payable to the Seller pursuant to Section 5.18 and any assumed liabilities treated as amounts realized and any other relevant amounts for U.S. federal income Tax purposes to the stock of each of NRC US Holding Company, LLC, NRC Int. Holding Company, LLC and SES Holdco, LLC. The Closing Statement shall also include a certificate signed by an authorized officer of the Seller, solely in such capacity and not in his personal capacity, certifying in writing that it has been prepared in good faith using the latest available financial information of the Acquired Entities. The Purchaser shall be entitled to review and make reasonable comments and revisions to the Closing Statement. The Seller will reasonably cooperate with the Purchaser in the review of the Closing Statement, including providing the Purchaser and its Representatives with reasonable access to the relevant books, records and employees of the Acquired Entities in order for the Purchaser to review the Closing Statement. The Seller will cooperate reasonably with the Purchaser to revise the Closing Statement to the extent necessary to reflect any of the Purchaser’s reasonable comments. If the Closing Statement is so revised, such revised Closing Statement, or if the Purchaser had no such comments, then the initial Closing Statement shall be deemed to be the final “Closing Statement,” in each case as approved in writing by Purchaser (which approval shall not be unreasonably withheld, conditioned or delayed). (d) At the Closing, Buyer the Purchaser shall have sufficient cash available lines of credit pay or other sources of immediately available funds to enable it to pay the Base Purchase Price and Prepayment Premium and promptly pay any other amounts to be paid by it pursuant to and in connection with this Agreement and the Debt Financing (collectively, the “Acquisition Amounts”). Without limiting the generality of the foregoing, a true and complete copy of the commitment letter, dated as of the date hereof, among Buyer, BofA Securities, Inc. and Bank of America, N.A. (together with the Fee Letter (as defined below) and all exhibits, annexes, schedules and joinders thereto, the “Debt Commitment Letter”), has been provided to Parent, pursuant to which the lenders and other Persons party thereto (collectively, the “Lenders”) have agreed, subject to the terms and conditions set forth therein, to provide debt financing in the amounts set forth therein for the purpose, among others, of financing the transactions contemplated by this Agreement and the related fees and expenses to be incurred by Buyer in connection therewith and for the other purposes set forth therein. As of the date hereof, the Debt Commitment Letter has not been amended, restated, supplemented or otherwise modified, no such amendment or modification is pending or contemplated (except for amendments to add additional Lenders thereto), and the Debt Commitment Letter has not been withdrawn, terminated or rescinded in any respect. Buyer has fully paid or caused to be fully paid any and all commitment fees or other fees required cause to be paid in connection with cash, by wire transfer of immediately available funds: (i) the Debt Commitment Letter that are payable on or prior Seller Transaction Expenses, in the amounts and to the date hereof. The Debt Commitment Letter is in full force and effect as of the date hereof. The Debt Commitment Letter is a valid, legal, binding and an enforceable obligation of Buyer and the other Persons party thereto, subject (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). There are no other conditions or other contingencies under any agreement (including any side letters) related to the funding of the full amount of the Debt Financing other than as expressly accounts set forth in the Debt Commitment Letter. As of Closing Statement; (ii) the date hereofunpaid Purchaser Transaction Expenses, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on in the part of Buyer or amounts and to the Knowledge of Buyer, any other parties thereto, under the Debt Commitment Letter, or a failure of any condition to the Debt Financing or would otherwise result in any portion of the Debt Financing being unavailable on the Closing Date or, to the Knowledge of Buyer, make any assumption or statement accounts set forth in the Debt Commitment Letter inaccurate in any material respect. As of Closing Statement, which Purchaser Transaction Expenses shall first be paid from the date hereof and assuming satisfaction of Non-Trust Expense Account; and (iii) the conditions set forth in Sections 6.01 and 6.03Cash Purchase Price, Buyer does not have any reason to believe that any of less the conditions to the Debt Financing will fail to timely be satisfied or that the full amount of the Debt Financing will be unavailable on the Closing Date. The Debt Commitment Letter is not subject Seller Transaction Expenses paid pursuant to any conditions precedent clause (i) above, to the obligations of accounts designated by the parties thereunder (including pursuant to any “flex” provisions in the related fee letter (the “Fee Letter”) a true Seller and complete copy of which (in redacted form removing only the fee information and pricing “flex” information) has been provided to Parent prior to the date hereof) or otherwise to make the full amount of the Debt Financing available to Buyer at the Closing other than as set forth therein (including the payment of customary fees). There are no side letters or other agreements, contracts or arrangements to which Buyer or any of its Affiliates is a party that are related to the funding or investing, as applicable, of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. Buyer acknowledges that the receipt of third party financing (including the Debt Financing) is not a condition to its obligations under this AgreementClosing Statement.

Closing Payment. At least five Business Days prior to the Closing, Buyer the Company shall have sufficient cash available lines deliver to Purchaser a written statement (the “Estimated Closing Statement”), signed by a duly authorized officer of credit or other sources the Company, setting forth its good faith estimate of immediately available funds to enable it to pay (a) the Base Purchase Price Closing Working Capital (the “Estimated Closing Working Capital”) and Prepayment Premium Closing Working Capital Adjustment Amount, (b) the amount of the Cash Adjustment Amount (the “Estimated Closing Cash Adjustment Amount”), (c) the amount of the Closing Indebtedness (the “Estimated Closing Indebtedness”), (d) the amount of the Closing Company Service Provider Termination Expenses (the “Estimated Company Service Provider Termination Expenses”), (e) the amount of the Closing Transaction Expenses (the “Estimated Closing Transaction Expenses”), and promptly pay (f) the Closing Payment (the “Estimated Closing Payment”), in each case, together with reasonably detailed supporting calculations and documentation for such estimates and together with payment and wire instructions for each of the Estimated Closing Payment, any other amounts Estimated Closing Indebtedness, the Estimated Company Service Provider Termination Expenses, and the Estimated Closing Transaction Expenses payments to be paid made by it pursuant to and in connection with this Agreement and Purchaser at the Debt Financing Closing (collectively, the “Acquisition AmountsPayment Instructions”). Without limiting During the generality period beginning on the date of delivery of the foregoing, a true and complete copy of Estimated Closing Statement by the commitment letter, dated as of the date hereof, among Buyer, BofA Securities, Inc. and Bank of America, N.A. (together with the Fee Letter (as defined below) and all exhibits, annexes, schedules and joinders thereto, the “Debt Commitment Letter”), has been provided to Parent, pursuant to which the lenders and other Persons party thereto (collectively, the “Lenders”) have agreed, subject to the terms and conditions set forth therein, to provide debt financing in the amounts set forth therein for the purpose, among others, of financing the transactions contemplated by this Agreement and the related fees and expenses to be incurred by Buyer in connection therewith and for the other purposes set forth therein. As of the date hereof, the Debt Commitment Letter has not been amended, restated, supplemented or otherwise modified, no such amendment or modification is pending or contemplated (except for amendments to add additional Lenders thereto), and the Debt Commitment Letter has not been withdrawn, terminated or rescinded in any respect. Buyer has fully paid or caused to be fully paid any and all commitment fees or other fees required to be paid in connection with the Debt Commitment Letter that are payable on or Company until one Business Day prior to the date hereof. The Debt Commitment Letter is Closing Date, the Company shall give Purchaser an opportunity to provide comments on the Estimated Closing Statement, shall work in full force good faith to resolve any differences the Company and effect as Purchaser may have with respect to any of the date hereof. The Debt Commitment Letter is a valid, legal, binding and an enforceable obligation of Buyer and the other Persons party thereto, subject (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to amounts or affecting creditors’ rights or by general equity principles). There are no other conditions or other contingencies under any agreement (including any side letters) related to the funding of the full amount of the Debt Financing other than as expressly calculations set forth in the Debt Commitment Letter. As of the date hereofEstimated Closing Statement, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Buyer or to the Knowledge of Buyer, any other parties thereto, under the Debt Commitment Letter, or a failure of any condition to the Debt Financing or would otherwise result in any portion of the Debt Financing being unavailable on the Closing Date orand, to the Knowledge of Buyerextent reasonably requested by Purchaser, the Company will make any assumption or statement set forth available to Purchaser and its representatives the work papers and other books and records used in preparing the Debt Commitment Letter inaccurate in any material respect. As Estimated Closing Statement and afford Purchaser and its representatives reasonable access to the relevant personnel and external representatives of the date hereof and assuming satisfaction Company to verify the accuracy of the conditions set forth in Sections 6.01 and 6.03, Buyer does not have any reason to believe that any of the conditions such amounts to the Debt Financing will fail to timely be satisfied or that the full amount of the Debt Financing will be unavailable on the Closing Date. The Debt Commitment Letter is not subject to any conditions precedent to the obligations of the parties thereunder (including pursuant to any “flex” provisions in the related fee letter (the “Fee Letter”) a true and complete copy of which (in redacted form removing only the fee information and pricing “flex” information) has been provided to Parent prior to the date hereof) or otherwise to make the full amount of the Debt Financing available to Buyer at the Closing other than as set forth therein (including the payment of customary fees). There are no side letters or other agreements, contracts or arrangements to which Buyer or any of its Affiliates is a party that are related to the funding or investing, as applicable, of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. Buyer acknowledges that the receipt of third party financing (including the Debt Financing) is not a condition to its obligations under this Agreementextent deemed reasonably necessary by Purchaser.

Closing Payment. At The amount which shall be due at the Closing shall be an amount computed as set forth below: (a) On or prior to the second Business Day immediately preceding the Closing Date, Seller shall deliver to Buyer a Draft Closing Statement for the Closing. On the Closing Date: (i) if the aggregate amount (including Accrued Interest) of the Deposit Liabilities assumed by Buyer at the Closing as of the close of business on the fifth Business Day preceding the Closing Date exceeds the Estimated Purchase Price, Seller shall pay the amount of such excess to Buyer shall have sufficient cash available lines of credit or other sources by wire transfer of immediately available funds to enable it to pay Buyer's Account, or (ii) if the Base Estimated Purchase Price and Prepayment Premium and promptly pay any other amounts to be paid by it pursuant to and in connection with this Agreement and exceeds the Debt Financing aggregate amount (collectively, the “Acquisition Amounts”). Without limiting the generality including Accrued Interest) of the foregoing, a true and complete copy of Deposit Liabilities assumed by Buyer at the commitment letter, dated Closing as of the date hereofclose of business on the fifth Business Day preceding the Closing Date, among BuyerBuyer shall pay to Seller, BofA Securitiesby wire transfer of immediately available funds to Seller's Account, Inc. the amount of such excess. (b) On or before 12:00 noon on the thirtieth day following the Closing Date, Seller shall deliver to Buyer a statement setting forth (i) the Closing Purchase Price (including all adjustments and Bank of America, N.A. (together with prorations to the Fee Letter (as defined belowClosing Purchase Price) and each component of the Closing Purchase Price (including with respect to the Loans the Final Loan Schedule) and (ii) the amount of Deposit Liabilities (including Accrued Interest on them) assumed by Buyer as of the close of business on the Closing Date. Such statement shall also set forth, as applicable, (iii) the amount by which the aggregate balance of the Deposit Liabilities (including Accrued Interest on them) transferred to Buyer on the Closing Date exceeded the Closing Purchase Price (including all exhibitsadjustments and prorations to the Closing Purchase Price) calculated as of the close of business on the Closing Date or (iv) the amount by which the Closing Purchase Price, annexesincluding all adjustments and prorations to the Closing Purchase Price, schedules and joinders theretoexceeded the aggregate balance of the Deposit Liabilities assumed by Buyer on the Closing Date, calculated as of the close of business on the Closing Date (the amount calculated pursuant to subparagraph (iii) or (iv) of this section 3.02(b), as applicable, the “Debt Commitment Letter”"Adjusted Payment Amount"). (c) On or before 12:00 noon on the forty-fifth day following the Closing Date: (i) if Seller had transferred immediately available funds to Buyer under section 3.02(a) at the Closing and the Adjusted Payment Amount exceeds the Estimated Payment Amount, has been then Seller shall pay to Buyer by wire transfer of immediately available funds to Buyer's Account the amount of such excess, plus interest thereon calculated using the Federal Funds Rate from the Closing Date but excluding the payment date; (ii) if Seller had transferred immediately available funds to Buyer under section 3.02(a) at the Closing and the Estimated Payment Amount exceeds the Adjusted Payment Amount, then Buyer shall pay by wire transfer of immediately available funds to Seller's Account the amount of such excess, plus interest thereon calculated using the Federal Funds Rate from the Closing Date but excluding the payment date; (iii) if Buyer had transferred immediately available funds to Seller under section 3.02(a) at the Closing and the Estimated Payment Amount exceeds the Adjusted Payment Amount, then Seller shall pay to Buyer by wire transfer of immediately available funds to Buyer's Account the amount of such excess, plus interest thereon calculated using the Federal Funds Rate from the Closing Date but excluding the payment date; and (iv) if Buyer had transferred immediately available funds to Seller under section 3.02(a) at the Closing and the Adjusted Payment Amount exceeds the Estimated Payment Amount, then Buyer shall pay by wire transfer of immediately available funds to Seller's Account the amount of such excess, plus interest thereon calculated using the Federal Funds Rate from the Closing Date but excluding the payment date. (d) Except as provided to Parent, pursuant to which the lenders and other Persons party thereto (collectively, the “Lenders”) have agreed, subject to the terms and conditions set forth therein, to provide debt financing in the amounts set forth therein for the purposenext sentence, among others, of financing the transactions contemplated by this Agreement and the related fees and expenses all payments with respect to be incurred any Loan purchased by Buyer in connection therewith and for at the other purposes set forth therein. As of the date hereof, the Debt Commitment Letter has not been amended, restated, supplemented Closing received by Seller or otherwise modified, no such amendment or modification is pending or contemplated (except for amendments to add additional Lenders thereto), and the Debt Commitment Letter has not been withdrawn, terminated or rescinded in any respect. Buyer has fully paid or caused to be fully paid any and all commitment fees or other fees required to be paid in connection with the Debt Commitment Letter that are payable on or prior to the date hereof. The Debt Commitment Letter is in full force and effect as close of the date hereof. The Debt Commitment Letter is a valid, legal, binding and an enforceable obligation of Buyer and the other Persons party thereto, subject (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). There are no other conditions or other contingencies under any agreement (including any side letters) related to the funding of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Buyer or to the Knowledge of Buyer, any other parties thereto, under the Debt Commitment Letter, or a failure of any condition to the Debt Financing or would otherwise result in any portion of the Debt Financing being unavailable business on the Closing Date orshall be the property of Seller, and all payments with respect to such Loan received by Seller or Buyer after the Knowledge Closing Date shall be the property of Buyer, make any assumption or statement set forth in the Debt Commitment Letter inaccurate in any material respect. As of the date hereof and assuming satisfaction of the conditions set forth in Sections 6.01 and 6.03, Buyer does not have any reason to believe that any of the conditions to the Debt Financing will fail to timely be satisfied or that the full amount of the Debt Financing will be unavailable on the Closing Date. The Debt Commitment Letter is not subject Any payments with respect to any conditions precedent to the obligations of the parties thereunder (including pursuant to any “flex” provisions in the related fee letter (the “Fee Letter”) a true and complete copy of which (in redacted form removing only the fee information and pricing “flex” information) has been provided to Parent prior to the date hereof) or otherwise to make the full amount of the Debt Financing available to Loan purchased by Buyer at the Closing other than as set forth therein (including received by Seller prior to the payment of customary fees). There are no side letters or other agreements, contracts or arrangements to which Buyer or any of its Affiliates is a party Closing Date that are related to not reflected in the funding or investing, as applicable, calculation of the full amount of Adjusted Payment Amount and any payments with respect to any Loan purchased by Buyer at the Debt Financing other than as expressly set forth in Closing received by Seller after the Debt Commitment Letter. Buyer acknowledges that the receipt of third party financing (including the Debt Financing) is not a condition Closing Date shall be promptly forwarded by Seller to its obligations under this AgreementBuyer.

Closing Payment. (a) The Sellers have delivered to the Buyer a statement (the “Closing Statement”) in the form of Exhibit D hereto reflecting the Sellers’ estimate of (i) the Closing Indebtedness Amount (the “Estimated Closing Indebtedness Amount”), (ii) the Closing Cash Amount (the “Estimated Closing Cash Amount”), (iii) the Net Working Capital Adjustment Amount (the “Estimated Net Working Capital Adjustment Amount”), and (v) the amount of Seller Transaction Expenses (the “Estimated Seller Transaction Expenses”). The Sellers have also delivered to the Buyer, together with the Closing Statement, a certificate executed by the Sellers to the effect that such estimates were determined in good faith in accordance with GAAP currently in effect, consistently applied. (b) At the Closing, the Buyer shall have sufficient cash available lines will pay and deliver to the Sellers’ Representative or as directed by the Sellers’ Representative and on behalf of credit or other sources the Sellers, the Estimated Cash Purchase Price, less the Escrow Amount, by wire transfer of immediately available funds (the “Net Closing Payment”). As used herein, the “Estimated Cash Purchase Price” means an amount equal to enable it (i) $25,000,000, minus (ii) the Estimated Closing Indebtedness Amount, plus (iii) the Estimated Closing Cash Amount, plus (iv) the Estimated Net Working Capital Adjustment Amount (which may be a negative number and therefore a reduction to pay the Base Estimated Cash Purchase Price and Prepayment Premium and promptly pay any other amounts to Price), minus (v) the amount of Estimated Seller Transaction Expenses. The Net Closing Payment shall be paid by it pursuant to and in connection with this Agreement and the Debt Financing (collectively, the “Acquisition Amounts”). Without limiting the generality of the foregoing, a true and complete copy of the commitment letter, dated as of the date hereof, among Buyer, BofA Securities, Inc. and Bank of America, N.A. (together with the Fee Letter (as defined below) and all exhibits, annexes, schedules and joinders thereto, the “Debt Commitment Letter”), has been provided to Parent, pursuant to which the lenders and other Persons party thereto (collectively, the “Lenders”) have agreed, subject Buyer to the terms Persons and conditions set forth therein, to provide debt financing in the amounts set forth therein for the purpose, among others, of financing the transactions contemplated by this Agreement and the related fees and expenses to be incurred by Buyer in connection therewith and for the other purposes set forth therein. As of the date hereof, the Debt Commitment Letter has not been amended, restated, supplemented or otherwise modified, no such amendment or modification is pending or contemplated (except for amendments to add additional Lenders thereto), and the Debt Commitment Letter has not been withdrawn, terminated or rescinded in any respect. Buyer has fully paid or caused to be fully paid any and all commitment fees or other fees required to be paid in connection with the Debt Commitment Letter that are payable on or prior to the date hereof. The Debt Commitment Letter is in full force and effect as of the date hereof. The Debt Commitment Letter is a valid, legal, binding and an enforceable obligation of Buyer and the other Persons party thereto, subject (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). There are no other conditions or other contingencies under any agreement (including any side letters) related to the funding of the full amount of the Debt Financing other than as expressly accounts set forth in the Debt Commitment Letter. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Buyer or to the Knowledge of Buyer, any other parties thereto, under the Debt Commitment Letter, or a failure of any condition to the Debt Financing or would otherwise result in any portion of the Debt Financing being unavailable on the Closing Date or, to the Knowledge of Buyer, make any assumption or statement set forth in the Debt Commitment Letter inaccurate in any material respect. As of the date hereof and assuming satisfaction of the conditions set forth in Sections 6.01 and 6.03, Buyer does not have any reason to believe that any of the conditions to the Debt Financing will fail to timely be satisfied or that the full amount of the Debt Financing will be unavailable on the Closing Date. The Debt Commitment Letter is not subject to any conditions precedent to the obligations of the parties thereunder (including pursuant to any “flex” provisions in the related fee letter funds flow memorandum (the “Fee LetterFunds Flow Memo”) a true and complete copy of which (in redacted form removing only delivered by the fee information and pricing “flex” information) has been provided to Parent Sellers’ Representative at least one business day prior to the date hereof) or otherwise to make the full amount of the Debt Financing available to Buyer at the Closing other than as set forth therein (including the payment of customary fees). There are no side letters or other agreements, contracts or arrangements to which Buyer or any of its Affiliates is a party that are related to the funding or investing, as applicable, of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. Buyer acknowledges that the receipt of third party financing (including the Debt Financing) is not a condition to its obligations under this AgreementClosing.

Closing Payment. At the Closing, the Buyer shall have sufficient cash available lines Entities (or their Affiliates) will make the following payments (together, the “Closing Payment”): (i) $5,000,000 (the “Escrow Amount”) will be deposited with Xxxxx Fargo Bank, National Association (the “Escrow Agent”), to be held pursuant to the terms of credit or other sources an escrow agreement in the form of Exhibit A (the “Escrow Agreement”), entered into by the Buyer, the Sellers’ Representative, and the Escrow Agent; (ii) $95,000,000, less the sum of (v) the amount of Closing Indebtedness, (w) the amount of any Change of Control Payments, (x) the amount of Seller Transaction Expenses, (y) the amount of Unpaid 2010 Bonuses and Commissions, and (z) if required pursuant to Section 5.8(b), the Eiber Estimated Settlement Amount, will be paid to the Sellers’ Representative (for the benefit of the Seller Parties) by wire transfer of immediately available funds to enable it to pay an account designated in writing by the Base Purchase Price and Prepayment Premium and promptly pay any other amounts to Sellers’ Representative; (iii) the amount of the Closing Indebtedness shall be paid by it pursuant to the Sellers’ Lenders in accordance with the instructions set forth in the Payoff Letters; (iv) the Seller Transaction Expenses shall be paid to each provider of services set forth in the Payoff Letters; (v) the Change of Control Payments shall be paid to the parties required to receive such payments as set forth on Schedule 1.9(c)(v); and (vi) the Unpaid 2010 Bonuses and in connection with this Agreement and Commissions shall be paid to the Debt Financing parties entitled to receive such payments as set forth on Schedule 1.9(c)(vi). The Seller Parties will deliver to the Buyer evidence of receipt of the Closing Payment (collectivelyincluding the amount of the Closing Indebtedness, the “Acquisition Amounts”). Without limiting Seller Transaction Expenses, the generality Change of Control Payments) and of payment of the foregoingUnpaid 2010 Bonuses and Commissions, a true and complete copy evidence of the commitment letter, dated as payment of any payroll amounts owed to employees of the date hereof, among Buyer, BofA Securities, Inc. and Bank of America, N.A. (together with the Fee Letter (as defined below) and all exhibits, annexes, schedules and joinders theretoSellers, the “Debt Commitment Letter”), has been provided to Parent, pursuant to which the lenders Seller Foreign Subsidiaries and other Persons party thereto (collectively, the “Lenders”) have agreed, subject to the terms and conditions set forth therein, to provide debt financing in the amounts set forth therein for the purpose, among others, Pipeline Seal U.K. on account of financing the transactions contemplated by this Agreement and the related fees and expenses to be incurred by Buyer in connection therewith and for the other purposes set forth therein. As of the date hereof, the Debt Commitment Letter has not been amended, restated, supplemented or otherwise modified, no such amendment or modification is pending or contemplated (except for amendments to add additional Lenders thereto), and the Debt Commitment Letter has not been withdrawn, terminated or rescinded in any respect. Buyer has fully paid or caused to be fully paid any and all commitment fees or other fees required to be paid in connection with the Debt Commitment Letter that are payable period ending on or prior to the date hereof. The Debt Commitment Letter is Closing Date, in full force and effect as of the date hereof. The Debt Commitment Letter is a valideach case, legal, binding and an enforceable obligation of Buyer and the other Persons party thereto, subject (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). There are no other conditions or other contingencies under any agreement (including any side letters) related reasonably satisfactory to the funding of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Buyer or to the Knowledge of Buyer, any other parties thereto, under the Debt Commitment Letter, or a failure of any condition to the Debt Financing or would otherwise result in any portion of the Debt Financing being unavailable on the Closing Date or, to the Knowledge of Buyer, make any assumption or statement set forth in the Debt Commitment Letter inaccurate in any material respect. As of the date hereof and assuming satisfaction of the conditions set forth in Sections 6.01 and 6.03, Buyer does not have any reason to believe that any of the conditions to the Debt Financing will fail to timely be satisfied or that the full amount of the Debt Financing will be unavailable on the Closing Date. The Debt Commitment Letter is not subject to any conditions precedent to the obligations of the parties thereunder (including pursuant to any “flex” provisions in the related fee letter (the “Fee Letter”) a true and complete copy of which (in redacted form removing only the fee information and pricing “flex” information) has been provided to Parent prior to the date hereof) or otherwise to make the full amount of the Debt Financing available to Buyer at the Closing other than as set forth therein (including the payment of customary fees). There are no side letters or other agreements, contracts or arrangements to which Buyer or any of its Affiliates is a party that are related to the funding or investing, as applicable, of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. Buyer acknowledges that the receipt of third party financing (including the Debt Financing) is not a condition to its obligations under this Agreement.

Closing Payment. (i) At the Closing, Buyer Purchaser shall have sufficient cash available lines of credit or other sources of immediately available funds pay to enable it Company US$ 4.5 million dollars (the “Purchase Price”), as adjusted pursuant to pay subparagraph (ii) below, in accordance with this Section 2.2(a). Initially, the Base Purchase Price and Prepayment Premium and promptly pay any other amounts to entire amount shall be paid by it pursuant HK Purchaser, but once the Closing Statement has been finalized in accordance with Section 2.5, the Purchase Price shall be allocated by the two Purchaser entities with respect to and in connection with this Agreement and the Debt Financing Other Assets (collectivelysuch allocated amount, the “Acquisition AmountsOther Assets Purchase Price”) and the Intellectual Property Assets (such allocated amount, the “Intellectual Property Assets Purchase Price”). Without limiting Purchaser shall provide notice of such allocations to Company, and such allocations shall be used by the generality Parties in any bookkeeping or Tax Returns. (ii) At Closing, the Purchase Price will be increased or decreased by the amount that the “Estimated Closing Working Capital” is greater or less than US$ 250,000. At least 3 Business Daysprior to the anticipated Closing Date, Company will have preparedand deliveredto Purchaser pursuant to the Parties’ oral agreement an unaudited statement setting forth Company’s good faith estimate of the foregoing, a true and complete copy Working Capital of the commitment letter, dated Company as of immediately prior to the date hereof, among Buyer, BofA Securities, Inc. and Bank of America, N.A. Closing (together with the Fee Letter (as defined below) and all exhibits, annexes, schedules and joinders thereto, the “Debt Commitment LetterEstimated Closing Working Capital”), has been provided as determined in accordance with Schedule 2.3, togetherwith reasonable supporting detail. If Purchaser objects to Parent, pursuant to which the lenders and other Persons party thereto (collectivelycalculations within 48 hours of receipt, the “Lenders”Parties have agreed to negotiate in good faith to resolve their differences respecting this calculation. (iii) have agreed, subject to the terms and conditions set forth therein, to provide debt financing in the amounts set forth therein for the purpose, among others, of financing the transactions contemplated by this Agreement and the related fees and expenses to be incurred by Buyer in connection therewith and for the other purposes set forth therein. As of the date hereof, the Debt Commitment Letter has not been amended, restated, supplemented or otherwise modified, no such amendment or modification is pending or contemplated (except for amendments to add additional Lenders thereto), and the Debt Commitment Letter has not been withdrawn, terminated or rescinded in any respect. Buyer has fully paid or caused to be fully paid any and all commitment fees or other fees required to be paid in connection with the Debt Commitment Letter that are payable on or prior to the date hereof. The Debt Commitment Letter is in full force and effect as of the date hereof. The Debt Commitment Letter is a valid, legal, binding and an enforceable obligation of Buyer and the other Persons party thereto, subject (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). There are no other conditions or other contingencies under any agreement (including any side letters) related to the funding of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Buyer or to the Knowledge of Buyer, any other parties thereto, under the Debt Commitment Letter, or a failure of any condition to the Debt Financing or would otherwise result in any A portion of the Debt Financing being unavailable on Purchase Price payable to Company shall be allocated and paid to the Closing Date orEscrow Agent as the Escrow Amount, in accordance with Section 2.4 below and another portion shall be payable to satisfy applicable Tax withholding obligations as provided below, to the Knowledge of Buyer, make extent the Company has not provided a Qualified Withholding Certificate. (iv) Pakshi Purchaser will reimburse HK Purchaser for any assumption or statement set forth in the Debt Commitment Letter inaccurate in any material respect. As of the date hereof and assuming satisfaction of the conditions set forth in Sections 6.01 and 6.03, Buyer does not have any reason to believe that any of the conditions amounts HK Purchaser paid allocable to the Debt Financing will fail to timely be satisfied or that the full amount of the Debt Financing will be unavailable on the Closing Date. The Debt Commitment Letter is not subject to any conditions precedent to the obligations of the parties thereunder (including pursuant to any “flex” provisions in the related fee letter (the “Fee Letter”) a true and complete copy of which (in redacted form removing only the fee information and pricing “flex” information) has been provided to Parent prior to the date hereof) or otherwise to make the full amount of the Debt Financing available to Buyer at the Closing other than as set forth therein (including the payment of customary fees). There are no side letters or other agreements, contracts or arrangements to which Buyer or any of its Affiliates is a party that are related to the funding or investing, as applicable, of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. Buyer acknowledges that the receipt of third party financing (including the Debt Financing) is not a condition to its obligations under this AgreementOther Assets Purchase Price.