Common use of Indebtedness Adjustment Clause in Contracts

Indebtedness Adjustment. No less than three (3) Business Days prior to the Closing Date, Shareholders shall deliver to Buyer a schedule setting forth an estimate of the Company's Indebtedness as of the Closing Date prepared in accordance with GAAP (the "Estimated Indebtedness Schedule"). If the aggregate amount of Indebtedness of the Company as of the Closing Date is greater than Three Hundred Thirty Thousand Dollars ($330,000), the Purchase Price shall be reduced by the amount of such difference (the "Debt Increase Amount"). If the aggregate amount of Indebtedness of the Company as of the Closing Date is less than Three Hundred Thirty Thousand Dollars ($330,000), the Purchase Price shall be increased by the amount of such difference (the "Debt Decrease Amount"). Any such adjustment to the Purchase Price, as determined pursuant to the Estimated Indebtedness Schedule, shall increase or decrease the Cash Payment. Within thirty (30) days after the Closing Date, Shareholders shall deliver to Buyer a schedule which sets forth the Company's actual Indebtedness as of the Closing Date, prepared in accordance with GAAP (the "Final Indebtedness Schedule"). To the extent the aggregate Indebtedness disclosed in the Final Indebtedness Schedule is greater than Three Hundred Thirty Thousand ($330,000), the Shareholders shall pay Buyer the amount of such difference less the Debt Increase Amount, if any, within five (5) Business Days of the delivery of the Final Indebtedness Schedule. To the extent the aggregate Indebtedness disclosed in the Final Indebtedness Schedule is less than Three Hundred Thirty Thousand ($330,000), Buyer shall pay the Shareholders the amount of such difference less the Debt Decrease Amount, if any, within five (5) Business Days of the delivery of the Final Indebtedness Schedule.

Indebtedness Adjustment. (a) No less later than three (3) Business Days business days prior to the Closing Date, Shareholders shall the Company will deliver to Buyer Parent a schedule certificate, executed by an appropriate officer of the Company (the “Indebtedness Certificate”), setting forth an (i) a reasonable, good faith estimate of the Company's amounts of Indebtedness as of the Closing Date prepared in accordance with GAAP (the "Estimated Indebtedness Schedule"). If the aggregate amount date of Indebtedness delivery of the Company Indebtedness Certificate, and (ii) a reasonable, good faith estimate of the Indebtedness as of the end of business on the Closing Date is greater than Three Hundred Thirty Thousand Dollars ($330,000“Closing Indebtedness”). (b) Within sixty (60) days following the Closing Date, Parent will prepare and deliver to the Purchase Price shall be reduced Stockholders’ Agent via email at xxxxxx@xxxxxxxx.xxx a statement, certified by the amount an appropriate officer of such difference (the "Debt Increase Amount"). If the aggregate amount of Indebtedness of the Company as Parent, setting forth its calculations of the Closing Date is less than Three Hundred Thirty Thousand Dollars Indebtedness ($330,000), the Purchase Price shall be increased by the amount of such difference (the "Debt Decrease Amount"“Closing Indebtedness Statement”). Any such adjustment Parent will make available to the Purchase PriceStockholders’ Agent and its accountants the back-up materials used in preparing its calculations of the Closing Indebtedness, as determined pursuant and upon reasonable advance notice, those employees of Parent or the Surviving Corporation who participated in preparing its calculations of the Closing Indebtedness. If Parent does not deliver the Closing Indebtedness Statement to the Estimated Stockholders’ Agent within sixty (60) days following the Closing Date, then the calculations of the Closing Indebtedness Scheduleset forth in the Indebtedness Certificate will be final, shall increase or decrease non-appealable and binding on the Cash Payment. Within parties. (c) If the Stockholders’ Agent does not deliver any objections to Parent’s determination of the Closing Indebtedness Statement within thirty (30) days after receiving such calculations, then Parent’s determination will be final, non-appealable and binding on the parties. If the Stockholders’ Agent has any objections to the Closing DateIndebtedness Statement, Shareholders shall then the Stockholders’ Agent must deliver a reasonably detailed statement describing the objections to Buyer a schedule which sets forth the Company's actual Indebtedness as Parent’s determination of the Closing DateIndebtedness within thirty (30) days after receiving such Closing Indebtedness Statement, prepared in accordance with GAAP (including any supporting schedules, analyses and other documentation relating to such objections, and setting forth the "Final Indebtedness Schedule")Stockholders’ Agent’s determination of the Closing Indebtedness. To Parent and the extent the aggregate Indebtedness disclosed in the Final Indebtedness Schedule is greater than Three Hundred Thirty Thousand ($330,000)Stockholders’ Agent will use commercially reasonable efforts to resolve any such objections themselves through good faith negotiation. If they are able to negotiate a mutually agreeable resolution of each objection, the Shareholders calculation of the Closing Indebtedness, as adjusted to reflect such resolution, will be deemed final, non-appealable and binding for purposes of this Agreement. If the parties do not obtain a final resolution of all objections within the 30-day period after delivery of the Stockholders’ Agent’s objections to the Closing Indebtedness Statement, then Parent and the Stockholders’ Agent will engage an Independent Accountant. Each of the Stockholders’ Agent and Parent shall pay Buyer submit a written submission to the amount Independent Accountant setting forth its position with respect to any unresolved objections to the Closing Indebtedness Statement and the calculation of such difference less the Debt Increase AmountClosing Indebtedness based thereon. The Independent Accountant will determine only with respect to the disputed items submitted whether and to what extent, if any, within five (5) Business Days the calculation of Closing Indebtedness delivered by Parent requires adjustment. Further, the Independent Accountant will make its determination based solely on the written submissions by the Stockholders’ Agent and Parent and not on independent review. The Independent Accountant shall act as an expert and not an arbitrator. The Independent Accountant shall only review such items that remain in dispute and shall make no adjustments that would cause any such item to be greater than the higher of, or less than the lower of, the amounts proposed by Parent and the Stockholders’ Agent for such item. The determination made by the Independent Accountant will be set forth in writing and will be final, non-appealable and binding upon the parties. The costs of the Independent Accountant will be borne by Parent and the Stockholders’ Agent in proportion to the difference of each such party’s determination of Closing Indebtedness and the determination of the Independent Accountant, or equally by Parent and the Stockholders’ Agent if the determination by the Independent Accountant is equidistant from the determinations of each of the parties. (d) Following the final determination of the Closing Indebtedness pursuant to Section 1.8(b) or Section 1.8(c), (i) if the amount of Closing Indebtedness as so finally determined (the “Final Closing Indebtedness”) is more than the amount set forth on the Indebtedness Certificate (the “Estimated Closing Indebtedness”), then the Cash Consideration will be decreased by the amount by which the Final Closing Indebtedness exceeds the Estimated Closing Indebtedness and Parent shall deduct from the Holdback Account and retain an amount, in cash, equal to such excess (the “Parent Cash True-Up Claim”) up to the Holdback Amount, and if the amount of Parent Cash True-Up Claim exceeds the Holdback Account, then the Escrow Agent will pay to Parent out of the Escrow Account (without respect to the Basket), by wire transfer or delivery of other immediately available funds, an amount, in cash, equal to Parent Cash-True Up Claim minus the amount recovered out of the Holdback Account. There shall be no adjustment to the Merger Consideration if the amount of Final Closing Indebtedness Schedule. To the extent the aggregate Indebtedness disclosed in the Final Indebtedness Schedule is less than Three Hundred Thirty Thousand ($330,000), Buyer shall pay the Shareholders the amount of such difference less the Debt Decrease Amount, if any, within five (5) Business Days of the delivery of the Final Indebtedness ScheduleEstimated Closing Indebtedness.

Indebtedness Adjustment. No less than three (3) Business ----------------------- Days prior to the Closing Date, Shareholders shall deliver to Buyer a schedule setting forth an estimate of the Company's Indebtedness as of the Closing Date prepared in accordance with GAAP (the "Estimated Indebtedness Schedule"). If the ------------------------------- aggregate amount of Indebtedness of the Company as of the Closing Date is greater than Three Hundred Thirty Thousand Dollars ($330,000), the Purchase Price shall be reduced by the amount of such difference (the "Debt Increase ------------- Amount"). If the aggregate amount of Indebtedness of the Company as of the ------ Closing Date is less than Three Hundred Thirty Thousand Dollars ($330,000), the Purchase Price shall be increased by the amount of such difference (the "Debt ---- Decrease Amount"). Any such adjustment to the Purchase Price, as determined --------------- pursuant to the Estimated Indebtedness Schedule, shall increase or decrease the Cash Payment. Within thirty (30) days after the Closing Date, Shareholders shall deliver to Buyer a schedule which sets forth the Company's actual Indebtedness as of the Closing Date, prepared in accordance with GAAP (the "Final Indebtedness ------------------ Schedule"). To the extent the aggregate Indebtedness disclosed in the Final -------- Indebtedness Schedule is greater than Three Hundred Thirty Thousand ($330,000), the Shareholders shall pay Buyer the amount of such difference less the Debt Increase Amount, if any, within five (5) Business Days of the delivery of the Final Indebtedness Schedule. To the extent the aggregate Indebtedness disclosed in the Final Indebtedness Schedule is less than Three Hundred Thirty Thousand ($330,000), Buyer shall pay the Shareholders the amount of such difference less the Debt Decrease Amount, if any, within five (5) Business Days of the delivery of the Final Indebtedness Schedule.

Indebtedness Adjustment. No less than three (3i) Business Days prior On or before the one hundred twentieth (120th) calendar day following the Closing, Buyer shall calculate and deliver to the Closing Date, Shareholders shall deliver to Buyer Seller Parties a schedule written statement (the "TOTAL INDEBTEDNESS SETTLEMENT STATEMENT") setting forth an estimate of the Company's Indebtedness as amount of the Closing Date Total Indebtedness. (ii) The Total Indebtedness Settlement Statement shall be prepared by Buyer and certified in writing by the Chief Financial Officer of Buyer. Buyer will grant to the Seller Parties reasonable access to the books and records of FRS and its Subsidiaries after the Closing for the purpose of confirming the Total Indebtedness Settlement Statement. The Total Indebtedness Settlement Statement shall be final and binding on the Seller Parties unless, within ten (10) Business Days following the date of delivery to the Seller Parties of the Total Indebtedness Settlement Statement, the Seller Parties notify Buyer in writing (a "NOTICE OF OBJECTION") that the Seller Parties do not accept as correct the amount of any calculation reflected in the Total Indebtedness Settlement Statement. If the Seller Parties timely deliver a Notice of Objection to Buyer, then Buyer and the Seller Parties shall respectively instruct Buyer's Auditors and Shepard, Schwartz & Harris to attempt to reach mutual agreement as to xxxx xisxxxxx xxlcuxxxxxx made in the Total Indebtedness Settlement Statement. If, within twenty (20) Business Days after the matter has been referred to such accounting firms, they have not reached agreement as to all disputed calculations, then Buyer's Auditors and Shepard, Schwartz & Harris shall be promptly instructed by Buyer and xxx Xxxlex Xxxxxxs, xxxxxxtively, to designate a third accounting firm of internationally recognized standing, which (acting as experts and not as arbitrators) shall be instructed to make, as soon as practicable after the matter is referred to such firm, all calculations which are in dispute, and the determination of such third accounting firm in the matter shall be final and binding on all Parties. (iii) If the Closing Date Total Indebtedness exceeds the Estimated Closing Date Total Indebtedness, then the amount of such excess shall be paid to Buyer Sub in accordance with GAAP (the "Estimated Indebtedness Schedule"). If the aggregate amount of Indebtedness of the Company as of the Closing Date is greater than Three Hundred Thirty Thousand Dollars ($330,000), Section 2.6(d) and the Purchase Price shall be deemed reduced by the amount of such difference (the "Debt Increase Amount")excess. If the aggregate amount of Indebtedness of the Company as of the Closing Date Total Indebtedness is less than Three Hundred Thirty Thousand Dollars ($330,000)the Estimated Closing Date Total Indebtedness, then Buyer Sub shall pay to the Purchase Price shall be increased by Seller Parties the amount of such difference deficiency in immediately available funds by wire transfer to accounts designated by the Seller Parties in writing at least two (2) Business Days before the "Debt Decrease Amount")day on which the transfer is required to be made. Any such adjustment payments required to be made by Buyer Sub to the Purchase Price, as determined Seller Parties pursuant to this Section 2.6(a)(iii) shall be allocated among the Estimated Indebtedness Schedule, shall increase or decrease the Cash Payment. Within thirty (30) days after the Closing Date, Shareholders shall deliver to Buyer a schedule which sets forth the Company's actual Indebtedness as of the Closing Date, prepared Sellers in accordance with GAAP (the "Final Indebtedness Schedule"). To the extent the aggregate Indebtedness disclosed in the Final Indebtedness Schedule is greater than Three Hundred Thirty Thousand ($330,000), the Shareholders percentages set forth on EXHIBIT A and shall pay Buyer the amount of such difference less the Debt Increase Amount, if any, be made within five (5) Business Days of after the delivery of the Final Closing Date Total Indebtedness Schedule. To the extent the aggregate Indebtedness disclosed has been finally determined as provided in the Final Indebtedness Schedule is less than Three Hundred Thirty Thousand ($330,000this Section 2.6(a), Buyer shall pay the Shareholders the amount of such difference less the Debt Decrease Amount, if any, within five (5) Business Days of the delivery of the Final Indebtedness Schedule.

Indebtedness Adjustment. No less than three (3a) At least 5 (five) Business Days prior before the Closing, Sellers shall, with assistance from PricewaterhouseCoopers, prepare and deliver to Purchaser a statement setting forth its good faith estimate of Closing Indebtedness (the “Estimated Closing Indebtedness”), which statement shall contain a list of each item of Closing Indebtedness (the “Estimated Closing Indebtedness Statement”). The Estimated Closing Indebtedness will be deducted from the Purchase Price payable to the Sellers on the Closing Date, Shareholders shall deliver to Buyer a schedule setting forth an estimate of the Company's Indebtedness as of the Closing Date prepared in accordance with GAAP . (the "Estimated Indebtedness Schedule"). If the aggregate amount of Indebtedness of the Company as of the Closing Date is greater than Three Hundred Thirty Thousand Dollars b) Within 60 ($330,000), the Purchase Price shall be reduced by the amount of such difference (the "Debt Increase Amount"). If the aggregate amount of Indebtedness of the Company as of the Closing Date is less than Three Hundred Thirty Thousand Dollars ($330,000), the Purchase Price shall be increased by the amount of such difference (the "Debt Decrease Amount"). Any such adjustment to the Purchase Price, as determined pursuant to the Estimated Indebtedness Schedule, shall increase or decrease the Cash Payment. Within thirty (30sixty) days after the Closing Date, Shareholders Purchaser shall prepare and deliver to Buyer a schedule which sets forth the Company's actual Indebtedness as of Sellers – together with the Closing DateWorking Capital Statement - a statement setting forth its calculation of Closing Indebtedness, prepared in accordance with GAAP which statement shall contain a list of each item of Closing Indebtedness (the "Final “Closing Indebtedness Schedule"Statement”). To The Closing Indebtedness shall be determined in a manner consistent with the extent Estimated Closing Indebtedness. (c) If the aggregate Closing Indebtedness disclosed in Statement shows the Final Closing Indebtedness Schedule is greater than Three Hundred Thirty Thousand ($330,000)exceeds the Estimated Closing Indebtedness, the Shareholders shall pay Buyer Purchase Price will be decreased, on a Euro for Euro basis, by the amount of such difference less shortfall and Sellers will remit such amount to Purchaser. If the Debt Increase Amount, if any, within five (5) Business Days of Closing Indebtedness Statement shows the delivery of the Final Closing Indebtedness Schedule. To the extent the aggregate Indebtedness disclosed in the Final Indebtedness Schedule is less than Three Hundred Thirty Thousand ($330,000)the Estimated Closing Indebtedness, Buyer shall pay the Shareholders Purchase Price will be increased, on a Euro for Euro basis, by the amount of such difference less excess and Purchaser will remit such amount to Sellers. This resulting shortfall or excess is referred to as the Debt Decrease Amount, if any, within five “Final Indebtedness Adjustment.” All such payments required to be made pursuant to this Section 2.3.2(c) shall be made in compliance with Section 2.3.1(f)(vi). (5d) Business Days The procedures governing disputes of the delivery Closing Working Capital in Section 2.3.1(f) above shall also govern any disputes of the Final Indebtedness ScheduleClosing Indebtedness. For the purposes of Section 2.3, the Sellers hereby irrevocably jointly appoint RIP as common legal representative, for the purposes of exercising their rights and obligation, with the representation power to act on their behalf, taking any action RIP deems necessary, appropriate and useful in this connection, including but not limited to, the power to object to the proposed adjustments and execute the procedures governing disputes in Section 2.3.1(f).