Common use of Net Cash Clause in Contracts

Net Cash. (a) No later than fifteen (15) Business Days following the Distribution Date, VPG shall determine the VPG Net Cash as of the opening of business on the Distribution Date (the “Actual VPG Net Cash”). As soon as reasonably practicable, but in no event later than five (5) Business Days after making such determination, VPG shall prepare and deliver to Vishay a calculation of the VPG Net Cash, together with reasonably detailed supporting information (the “VPG Net Cash Statement”). (b) Thereafter, VPG will provide Vishay and its accountants with access to the records and employees of VPG, to the extent reasonably related to Vishay’s evaluation of the VPG Net Cash Statement, the calculation of the VPG Net Cash or the resolution of any dispute with respect thereto. Within ten (10) Business Days after Vishay’s receipt of the VPG Net Cash Statement, Vishay shall notify VPG in writing as to whether Vishay agrees or disagrees with the VPG Net Cash Statement, which notice, in the case of a disagreement, shall set forth in reasonable detail the particulars of such disagreement. In the event that Vishay does not provide a notice of disagreement within such ten (10) Business Day period, then Vishay shall be deemed to have accepted the calculations and the amounts set forth in the VPG Net Cash Statement delivered by VPG, which shall be final, binding and conclusive for all purposes hereunder. If any notice of disagreement is timely provided in accordance with this Section 2.17, VPG and Vishay shall each use commercially reasonable efforts for a period of ten (10) Business Days thereafter (or such longer period as they may mutually agree) to resolve any disagreements with respect to the calculations in the VPG Net Cash Statement. If, at the end of such period, VPG and Vishay are unable to resolve any disagreements as to items in the VPG Net Cash Statement, then the Parties shall engage KPMG LLP (the “Auditor”) to resolve any remaining disagreements. The Auditor shall be charged with determining as promptly as practicable, but in any event within thirty (30) days after the date on which such dispute is referred to the Auditor, whether the Actual VPG Net Cash as set forth in the VPG Net Cash Statement was prepared in accordance with this Agreement whether and to what extent the Actual VPG Net Cash requires adjustment. The fees and expenses of the Auditor shall be shared by VPG and Vishay in inverse proportion to the relative amounts of the disputed amounts determined in favor of VPG and Vishay, respectively. The determination of the Auditor shall be final, binding and conclusive for all purposes hereunder. The date on which the Actual VPG Net Cash is finally determined in accordance with this Section 2.17 is referred to as the “Determination Date.” (c) If the Actual VPG Net Cash, as determined in accordance with this Section 2.17, exceeds $71,500,000, VPG shall make a payment to Vishay in the amount of the excess, which for all purposes shall be deemed a dividend to Vishay from VPG made immediately prior to the Separation. If the Actual VPG Net Cash is less than $58,500,000, Vishay shall make a payment to VPG in the amount of the difference, which for all purposes shall be deemed a capital contribution by Vishay to VPG made immediately prior to the Separation. Such payment by VPG or Vishay, as the case may be, shall be made no later than five (5) Business Days after the Determination Date by wire transfer of immediately available funds.

Net Cash. (a) No later than fifteen Purchaser, at its own expense, shall hire KPMG (15"KPMG") Business Days following the Distribution Date, VPG shall determine the VPG Net Cash as of the opening of business on the Distribution Date (the “Actual VPG Net Cash”). As soon as reasonably practicable, but in no event later than five (5) Business Days after making such determination, VPG shall to prepare and deliver to Vishay Purchaser and the Founding Shareholders within 30 days of the Closing a calculation of the VPG Net CashCash of the Companies as of the Closing Date (the "Net Cash Estimate"). For purposes of preparing the Net Cash Estimate, KPMG shall have access to the records of the Companies relevant to the preparation of the Net Cash Estimate, and Purchaser shall make the appropriate personnel reasonably available to and shall respond to appropriate inquiries from the KPMG. During the 30 days immediately following the receipt by Purchaser and the Founding Shareholders of the Net Cash Estimate, both Purchaser and the Founding Shareholders shall be entitled to review the Net Cash Estimate, together with reasonably detailed supporting information the working papers of KPMG used in the preparation of the Net Cash Estimate, and Purchaser shall provide the Founding Shareholders reasonable access to the personnel, properties and records of the Australian Company for such purpose. The Net Cash Estimate shall become final and binding upon the parties (the “VPG "Final Net Cash Statement”Estimate") on the thirtieth day following delivery thereof unless Purchaser gives written notice to the Founding Shareholders or the Founding Shareholders give notice to Purchaser of their disagreement with the method of presentation thereof or with the determination of any amount thereon (a "Notice of Disagreement") prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. If a timely Notice of Disagreement is received by either Purchaser or the Founding Shareholders with respect to the Net Cash Estimate, then such Net Cash Estimate (as revised in accordance with clause (x) or (y) below), shall become the Final Net Cash Estimate on the earlier of (x) the date the parties resolve in writing any differences they have with respect to any matter specified in a Notice of Disagreement or (y) the date any matters properly in dispute are finally resolved in writing by the Accounting Firm (as defined below). During the 30 days immediately following the delivery of any Notice of Disagreement, Purchaser and the Founding Shareholders shall seek in good faith to resolve in writing any matters specified in such Notice of Disagreement. During such period and during any subsequent period of arbitration by the Accounting Firm, Purchaser shall have access to the working papers of the Founding Shareholders relating to the Notice of Disagreement and to the Founding Shareholders' records relating to the Australian Company, and the Founding Shareholders shall have access to Purchaser's working papers relating to the Notice of Disagreement and to Purchaser's records relating to the Australian Company. At the end of such 30-day period (or such longer period on which Purchaser and the Founding Shareholders may from time to time agree in writing), Purchaser and the Founding Shareholders shall submit to an independent accounting firm (the "Accounting Firm") for review and resolution any and all matters that remain in dispute and which were properly included in any Notice of Disagreement, and the Accounting Firm shall reach a final, binding resolution of all matters which remain in dispute. The Net Cash Estimate, adjusted in accordance with the parties' mutual written agreement, and with such adjustments necessary to reflect the Accounting Firm's resolution of any matters in dispute, shall become the Final Net Cash Estimate on the date the Accounting Firm delivers its final resolution to the parties. The Accounting Firm shall be a nationally-recognized independent accounting firm, other than KPMG, mutually agreed upon by the parties hereto in writing, provided that in the event that the parties are unable to agree on such a firm, they shall each select an accounting firm and those two accounting firms shall select a third accounting firm which has no present or past experience with either party and such accounting firm shall be the Accounting Firm. The cost of any arbitration (including the fees and expenses of the Accounting Firm) pursuant to this Section 2.7 shall be borne 50% by Purchaser and 50% by the Founding Shareholders. (b) ThereafterIf the Final Net Cash Estimate is greater than $50,000, VPG will provide Vishay and its accountants with access then such amount in excess of $50,000 shall be the "Positive Balance". If the Final Net Cash Estimate results in a Positive Balance, then Purchaser shall issue to the records and employees Company Shareholders the number of VPGParent Shares obtained by dividing the Positive Balance by the Share Price. In lieu of delivering the Positive Balance in the form of Parent Shares, Purchaser may, in its sole discretion, elect to pay all or any portion of the Positive Balance in cash. If Purchaser elects to pay any portion of the Positive Balance in cash (such amount being the "Cash Balance Payment"), Purchaser will deliver to the extent reasonably related Company Shareholders (1) an amount in cash in immediately available funds equal to Vishay’s evaluation the Cash Balance Payment plus (2) the balance of the VPG Net Cash StatementPositive Balance, the calculation of the VPG Net Cash or the resolution of any dispute with respect thereto. Within ten (10) Business Days after Vishay’s receipt of the VPG Net Cash Statement, Vishay shall notify VPG in writing as to whether Vishay agrees or disagrees with the VPG Net Cash Statement, which noticeif any, in a number of Parent Shares obtained by dividing (i) the case of a disagreement, shall set forth in reasonable detail difference between the particulars of such disagreement. In the event that Vishay does not provide a notice of disagreement within such ten (10) Business Day period, then Vishay shall be deemed to have accepted the calculations Positive Balance and the amounts set forth in Cash Balance Payment by (ii) the VPG Net Cash Statement Share Price. Any cash or Parent Shares delivered by VPG, which shall be final, binding and conclusive for all purposes hereunder. If any notice of disagreement is timely provided to the Company Shareholders in accordance with this Section 2.17, VPG and Vishay shall each use commercially reasonable efforts for a period of ten (102.7(b) Business Days thereafter (or such longer period as they may mutually agree) to resolve any disagreements with respect to the calculations in the VPG Net Cash Statement. If, at the end of such period, VPG and Vishay are unable to resolve any disagreements as to items in the VPG Net Cash Statement, then the Parties shall engage KPMG LLP (the “Auditor”) to resolve any remaining disagreements. The Auditor shall be charged with determining as promptly as practicable, but in any event within thirty (30) days after the date on which such dispute is referred allocated to the Auditor, whether the Actual VPG Net Cash as set forth in the VPG Net Cash Statement was prepared each Company Shareholder in accordance with this Agreement whether and to what extent the Actual VPG Net Cash requires adjustment. The fees and expenses of the Auditor shall be shared by VPG and Vishay in inverse proportion to the relative amounts of the disputed amounts determined in favor of VPG and Vishayhis, respectively. The determination of the Auditor shall be final, binding and conclusive for all purposes hereunder. The date on which the Actual VPG Net Cash is finally determined in accordance with this Section 2.17 is referred to as the “Determination Dateher or its respective Company Percentage Interest.” (c) If the Actual VPG Final Net CashCash Estimate is equal to or greater than $0 and less than or equal to $50,000, as determined in accordance with this Section 2.17, exceeds $71,500,000, VPG then no consequences shall make a payment to Vishay in the amount of the excess, which for all purposes shall be deemed a dividend to Vishay from VPG made immediately prior to the Separationflow. If the Actual VPG Final Net Cash Estimate is less than $58,500,0000, Vishay shall make a payment to VPG in then the amount of the differenceby which it is less than $0, which for all purposes shall be deemed such amount being expressed as a capital contribution by Vishay to VPG made immediately prior to the Separation. Such payment by VPG or Vishay, as the case may bepositive number, shall be made no later than five the "Negative Balance". If the Final Net Cash Estimate results in a Negative Balance, then the Founding Shareholders shall deliver to Purchaser the number of Parent Shares obtained by dividing the Negative Balance by the Share Price (5the "Returned Shares"). The Returned Shares may, at the option of the Founding Shareholders, come from the Escrow Amount, even if, at the relevant time, the Founding Shareholders otherwise hold Parent Shares. Parent shall cause the share certificates delivered by the Founding Shareholders to be cancelled and if necessary will issue new share certificates representing the difference between the number of shares represented by the share certificates delivered by the Founding Shareholders pursuant to this Section 2.7(c) Business Days after and the Determination Date Returned Shares. If the Founding Shareholders do not own a sufficient number of Parent Shares such that the number of Parent Shares owned by wire transfer the Founding Shareholders multiplied by the Share Price is at least equal the Negative Balance, then the Founding Shareholders shall deliver to the Purchaser (1) the number of Parent Shares owned by the Founding Shareholders (the "Delivered Shares") and (2) an amount in cash in immediately available fundsfunds equal to the difference between the (i) Negative Balance and the (ii) the Delivered Shares multiplied by the Share Price. Each Founding Shareholder shall be responsible for that percentage of the Negative Balance equal to his Indemnification Percentage.