Common use of Closing Working Capital Adjustment Clause in Contracts

Closing Working Capital Adjustment. (a) No later than five Business Days prior to the scheduled Closing Date, the Sellers’ Representative shall deliver to the Buyer a statement, substantially in the form attached hereto as Exhibit A (the “Preliminary Closing Statement”), together with reasonably detailed supporting information, setting forth the Sellers’ reasonable and good faith estimates of: (i) the Closing Indebtedness (the “Estimated Closing Indebtedness”), which shall include the aggregate amount of Indebtedness specified in the Payoff Letters, (ii) the Closing Working Capital, (iii) either the resulting Closing Date Working Capital Excess or Closing Date Working Capital Shortfall, as the case may be, (iv) the Cash Balances, (v) the Outstanding Check Balances, (vi) either the resulting Cash Balance Excess or Cash Balance Shortfall, as the case may be, (vii) (x) the Transaction Expenses (the “Estimated Transaction Expenses”) and (y) the wire transfer instructions for each payee thereof and the portion of the Transaction Expenses payable to such payee, (viii) the Escrow Amount and (ix) the Closing Payment, using the amounts of the Estimated Closing Indebtedness, the Closing Date Working Capital Excess or Closing Date Working Capital Shortfall, as applicable, the Cash Balance Excess or Cash Balance Shortfall, as applicable, and the Estimated Transaction Expenses, in each case, as provided in the Preliminary Closing Statement (the estimated amount determined pursuant to this Section 1.6(a), the “Estimated Closing Payment”). Prior to the Closing Date, the Sellers shall review and consider in good faith any reasonable comments proposed by the Buyer in good faith with respect to the Preliminary Closing Statement. To the extent the Sellers and the Buyer are unable to resolve any disputes with respect to any item set forth on the Preliminary Closing Statement prior to the Closing Date, for purposes of the payment to be made by the Buyer pursuant to Section 1.7, the amount of such item shall be equal to an amount that is the arithmetic average of the amount of such item proposed by the Buyer and the amount of such item set forth in the Preliminary Closing Statement. The Buyer shall have the right to rely on the information set forth in the Preliminary Closing Statement, including with respect to the allocation and payment of the Transaction Expenses.

Closing Working Capital Adjustment. (a) No a)No later than five Business Days prior to the scheduled Closing Date, the Sellers’ Representative shall deliver to the Buyer a statement, substantially in the form attached hereto as Exhibit A (the “Preliminary Closing Statement”), together with reasonably detailed supporting information, setting forth the Sellers’ reasonable and good faith estimates of: (i) the Closing Indebtedness (the “Estimated Closing Indebtedness”), which shall include the aggregate amount of Indebtedness specified in the Payoff Letters, (ii) the Closing Working Capital, (iii) either the resulting Closing Date Working Capital Excess or Closing Date Working Capital Shortfall, as the case may be, (iv) the Cash Balances, (v) the Outstanding Check Balances, (vi) either the resulting Cash Balance Excess or Cash Balance Shortfall, as the case may be, (vii) (x) the Transaction Expenses (the “Estimated Transaction Expenses”) and (y) the wire transfer instructions for each payee thereof and the portion of the Transaction Expenses payable to such payee, (viii) the Escrow Amount and (ix) the Closing Payment, using the amounts of the Estimated Closing Indebtedness, the Closing Date Working Capital Excess or Closing Date Working Capital Shortfall, as applicable, the Cash Balance Excess or Cash Balance Shortfall, as applicable, and the Estimated Transaction Expenses, in each case, as provided in the Preliminary Closing Statement (the estimated amount determined pursuant to this Section 1.6(a), the “Estimated Closing Payment”). Prior to the Closing Date, the Sellers shall review and consider in good faith any reasonable comments proposed by the Buyer in good faith with respect to the Preliminary Closing Statement. To the extent the Sellers and the Buyer are unable to resolve any disputes with respect to any item set forth on the Preliminary Closing Statement prior to the Closing Date, for purposes of the payment to be made by the Buyer pursuant to Section 1.7, the amount of such item shall be equal to an amount that is the arithmetic average of the amount of such item proposed by the Buyer and the amount of such item set forth in the Preliminary Closing Statement. The Buyer shall have the right to rely on the information set forth in the Preliminary Closing Statement, including with respect to the allocation and payment of the Transaction Expenses.

Closing Working Capital Adjustment. (a) No later than At least five Business Days prior to the scheduled Closing Date, the Sellers’ Representative Seller shall deliver to Buyer its good faith written estimate of the Closing Working Capital (with any adjustment thereto proposed by Buyer a statement, substantially and agreed to by Seller prior to the Closing Date (the "Estimated Closing Working Capital")). Seller shall make available to Buyer all workpapers and other books and records utilized in preparing the Estimated Closing Working Capital and shall make available to Buyer the appropriate personnel involved in the form attached hereto preparation of such estimate. If the Estimated Closing Working Capital is greater than the Working Capital Upper Limit, the Base Purchase Price shall be increased by the amount of such excess. If the Estimated Closing Working Capital is less than the Working Capital Lower Limit, the Base Purchase Price shall be decreased by the amount of such deficiency. In all other cases, there shall be no adjustment of the Base Purchase Price at the Closing. (b) As promptly as Exhibit A practicable, but in no event later than 90 days, after the Closing Date, Seller shall cause its independent auditors, KPMG Peat Marwick LLP ("Seller's Accountant"), to deliver to Buyer and Seller in writing its calculation of Closing Working Capital (the “Preliminary "Final Closing Statement”Working Capital"), together with reasonably detailed supporting informationa written report and certificate of Seller's Accountant to the effect that the Final Closing Working Capital has been prepared in compliance with the requirements of this Section 2.3 and the other applicable provisions of this Agreement (the "Closing Accountant's Report"). During the 90-day period following the Closing, setting forth Seller and Buyer shall make available to Seller's Accountant during normal business hours the Sellers’ reasonable appropriate personnel and good faith estimates of: (i) the books and records of Seller and Buyer to assist in the preparation of the Closing Indebtedness (Accountant's Report. Seller's Accountant will provide Seller and Buyer and Buyer's firm of independent certified public accountants with copies of drafts of the “Estimated Closing Indebtedness”), which Accountant's Report and access to Seller's Accountant and their working papers related thereto at least 10 Business Days prior to issuance of such report and will consider any comments and questions raised by Seller or Buyer prior to rendering the Closing Accountant's Report. In no event shall include Seller's Accountant provide drafts of the aggregate amount Closing Accountant's Report or provide information with respect thereto to one party unless substantially contemporaneous therewith such drafts or information are provided to the other party. Seller's Accountant's calculation of Indebtedness specified the Final Closing Working Capital as set forth in the Payoff Letters, Closing Accountant's Report shall be final and binding upon the parties hereto absent manifest error (ii) it being understood that manifest error means error that is solely evident on the face of the Closing Working Capital, (iii) either Accountant's Report or in tying the resulting Closing Date Working Capital Excess or Closing Date Working Capital Shortfall, as the case may be, (iv) the Cash Balances, (v) the Outstanding Check Balances, (vi) either the resulting Cash Balance Excess or Cash Balance Shortfall, as the case may be, (vii) (x) the Transaction Expenses (the “Estimated Transaction Expenses”) and (y) the wire transfer instructions for each payee thereof related working papers and the portion books and records of the Transaction Expenses payable to such payee, (viii) the Escrow Amount Buyer and (ix) the Closing Payment, using the amounts of the Estimated Closing Indebtedness, the Closing Date Working Capital Excess or Closing Date Working Capital Shortfall, as applicable, the Cash Balance Excess or Cash Balance Shortfall, as applicable, and the Estimated Transaction Expenses, in each case, as provided in the Preliminary Closing Statement (the estimated amount determined pursuant to this Section 1.6(a), the “Estimated Closing Payment”). Prior to the Closing Date, the Sellers shall review and consider in good faith any reasonable comments proposed by the Buyer in good faith Seller with respect to the Preliminary Closing Statement. To the extent the Sellers and the Buyer are unable to resolve any disputes with respect to any item set forth on the Preliminary Closing Statement prior Business to the Closing Date, for purposes Accountant's Report). The fees and expenses of Seller's Accountant in connection with the preparation of the Closing Accountant's Report shall be split equally by the parties hereto. (c) If the Final Purchase Price is greater than the Initial Cash Payment, Buyer shall pay to Seller the amount of such excess, or if the Initial Cash Payment is greater than the Final Purchase Price, Seller shall pay to Buyer the amount of such excess, plus in either case interest on such excess for the period from the Closing Date through (but excluding) the date of such payment at the Prime Rate. (d) The payment to be made by the Buyer pursuant to Section 1.7, the amount of such item 2.3(c) shall be equal made by wire transfer of immediately available funds to an amount that is the arithmetic average of the amount of such item proposed a bank account designated by the Buyer and the amount of such item set forth in the Preliminary Closing Statement. The Buyer shall have the right to rely on the information set forth in the Preliminary Closing Statement, including with respect to the allocation and payment of the Transaction Expenses.Seller or Buyer,

Closing Working Capital Adjustment. (a) No later than five Business Days prior to As promptly as practicable after the scheduled Closing Date, the Sellers’ Representative but in no event later than sixty (60) days thereafter, Buyer shall prepare and deliver to the Buyer Cenveo Corp a statement, substantially in the form attached hereto as Exhibit A schedule (the “Preliminary Buyer’s Closing StatementSchedule”), together with reasonably detailed supporting information, ) setting forth the Sellers’ in reasonable and good faith estimates of: (i) the Closing Indebtedness (the “Estimated Closing Indebtedness”), which shall include the aggregate amount detail Buyer’s calculation of Indebtedness specified in the Payoff Letters, (ii) the Closing Working CapitalCapital along with a copy of the computations used in connection therewith. Buyer shall give Cenveo Corp and its representatives reasonable access to the work papers used in connection with the preparation of the Buyer’s Closing Schedule; provided that if Buyer employs a firm of independent accountants in connection with the preparation of the Buyer’s Closing Schedule, then Buyer shall cause such independent accountants to give Cenveo Corp and its representatives reasonable access to any computations and work papers used in the preparation of the Buyer’s Closing Schedule (iii) either provided, that Cenveo Corp and any of its representatives requesting any computations or work papers prepared by any independent accounting firm shall have executed and delivered any non-reliance release or other agreements reasonably required by the resulting Closing Date Working Capital Excess independent accounting firm that has prepared such computations or Closing Date Working Capital Shortfallwork papers). Buyer and its representatives will also give, as upon reasonable prior notice, Cenveo Corp and its representatives reasonable access, during the case may be, (iv) the Cash Balances, (v) the Outstanding Check Balances, (vi) either the resulting Cash Balance Excess or Cash Balance Shortfall, as the case may be, (vii) (x) the Transaction Expenses (the “Estimated Transaction Expenses”) and (y) the wire transfer instructions for each payee thereof normal business hours of Buyer and the portion Companies and Company Subsidiaries, to personnel responsible for, or with knowledge regarding, information used in the preparation of the Transaction Expenses payable to such payee, (viii) the Escrow Amount Buyer’s Closing Schedule and (ix) the Closing Payment, using the amounts books and records of the Estimated Companies and Company Subsidiaries used in the preparation or reasonably related to the calculation of Closing Indebtedness, the Closing Date Working Capital Excess or Closing Date Working Capital Shortfall, as applicable, the Cash Balance Excess or Cash Balance Shortfall, as applicable, and the Estimated Transaction ExpensesCapital, in each case, as provided reasonably requested by Cenveo Corp to assist it (if necessary) in the Preliminary Closing Statement preparation of the Sellers’ Dispute Notice. Cenveo Corp will notify Buyer in writing (the estimated amount determined pursuant to this Section 1.6(a), “Sellers’ Dispute Notice”) within thirty (30) days after receiving the “Estimated Buyer’s Closing Payment”). Prior to Schedule if Cenveo Corp disagrees with Buyer’s calculation of the Closing Date, the Sellers shall review and consider in good faith any reasonable comments proposed by the Buyer in good faith with respect to the Preliminary Closing Statement. To the extent the Sellers and the Buyer are unable to resolve any disputes with respect to any item set forth on the Preliminary Closing Statement prior to the Closing Date, for purposes of the payment to be made by the Buyer pursuant to Section 1.7, the amount of such item shall be equal to an amount that is the arithmetic average of the amount of such item proposed by the Buyer and the amount of such item Working Capital as set forth in the Preliminary Buyer’s Closing StatementSchedule, which notice shall set forth in reasonable detail the name of the Company(ies) or Company Subsidiary(ies) to which the disputed calculation relates, the basis for such disagreement and dollar amount of each dispute and Cenveo Corp’s calculation of the Closing Working Capital. The If no Sellers’ Dispute Notice is received by Buyer shall have within such thirty (30)-day period, then Buyer’s calculation of the right to rely on the information Closing Working Capital as set forth in the Preliminary Buyer’s Closing Statement, including with respect to Schedule shall be final and binding upon the allocation and payment of the Transaction Expensesparties hereto.