Common use of Payment following Calculation of Final Working Capital, Final Cash, Final Indebtedness and Final Transaction Expenses Clause in Contracts

Payment following Calculation of Final Working Capital, Final Cash, Final Indebtedness and Final Transaction Expenses. (i) Following the determination of the Final Working Capital, the Final Cash, the Final Indebtedness and the Final Transaction Expenses pursuant to Section 2.5(c), the Initial Purchase Price shall be recalculated (such recalculation, the “Adjusted Purchase Price”) by substituting the Final Working Capital for the Estimated Working Capital in Section 2.5(a), the Final Cash for the Estimated Cash in Section 2.5(a), the Final Indebtedness for the Estimated Indebtedness in Section 2.5(a) and the Final Transaction Expenses for the Estimated Transaction Expenses in Section 2.5(a) and if (A) the Adjusted Purchase Price is greater than the Initial Purchase Price, then (1) Purchaser shall pay, or cause to be paid, to the Sellers’ Representative the amount of such difference (provided that such amount paid pursuant to this clause (A)(1) shall not exceed the amount of the Working Capital Escrow Fund) by wire transfer of immediately available funds within two (2) Business Days after such determination and (2) the funds in the Working Capital Escrow Fund shall be released and paid to the Sellers’ Representative, (B) the Adjusted Purchase Price is less than the Initial Purchase Price, then (1) such difference shall be paid from the Working Capital Escrow Fund to Purchaser (provided that such amount paid pursuant to this clause (B)(1) shall not exceed the amount of the Working Capital Escrow Fund) and (2) the funds remaining (if any) in the Working Capital Escrow Fund, after giving effect to clause (B)(1), shall be released to the Sellers’ Representative; or (C) the Adjusted Purchase Price is equal to the Initial Purchase Price, the entire amount of the Working Capital Escrow Fund shall be released to the Sellers’ Representative. If any amounts are paid or released to the Sellers’ Representative pursuant to this Section 2.5(d)(i), the Sellers’ Representative shall pay to the Sellers such amounts such that the Sellers each receive, together with any amounts received by such Persons pursuant to Section 2.2(b), a cumulative amount equal to the amount such Persons would have received if the Initial Purchase Price were equal to the Adjusted Purchase Price. Promptly following the determination of the Final Working Capital, the Final Cash, the Final Indebtedness and the Final Transaction Expenses pursuant to Section 2.5(c), Purchaser and the Sellers’ Representative shall deliver joint written instructions to the Escrow Agent to give effect to the payments contemplated by this Section 2.5(d)(i).

Payment following Calculation of Final Working Capital, Final Cash, Final Indebtedness and Final Transaction Expenses. (i) Following the determination of the Final Working Capital, the Final Cash, the Final Indebtedness and the Final Transaction Expenses pursuant to Section 2.5(c)Expenses, the Initial Closing Purchase Price Amount shall be recalculated (such recalculation, the “Adjusted Purchase Price”) by substituting the Final Working Capital for the Estimated Working Capital in Section 2.5(a2.3(a), the Final Cash for the Estimated Cash in Section 2.5(a2.3(a), the Final Indebtedness for the Estimated Indebtedness in Section 2.5(a) 2.3(a), and the Final Transaction Expenses for the Estimated Transaction Expenses in Section 2.5(a2.3(a) (the “Adjusted Purchase Amount”) and if (A) the Adjusted Purchase Price Amount is greater than the Initial Closing Purchase PriceAmount on the date hereof, (such excess amount, if any, the “Excess Amount”), then (1I) Purchaser Buyer and the Seller shall pay, or promptly (within five (5) Business Days) cause the Escrow Agent to be paid, release to the Sellers’ Representative Seller the amount of such difference (provided that such amount paid pursuant to this clause (A)(1) shall not exceed the amount of the Working Capital Adjustment Escrow Fund) by wire transfer of immediately available funds within two (2) Business Days after such determination Amount and (2II) the funds in the Working Capital Escrow Fund Buyer shall be released and paid promptly pay to the Sellers’ Representative, Seller the Excess Amount; (B) the Closing Purchase Amount on the date hereof is greater than the Adjusted Purchase Price Amount (such shortfall amount, if any, the “Shortfall Amount”), then Buyer and the Seller shall cause the Escrow Agent to release to Buyer an aggregate amount equal to the Shortfall Amount from the Adjustment Escrow Amount (with any Shortfall Amount that exceeds the Adjustment Escrow Amount to come from the Indemnification Escrow Amount, or if the Indemnification Escrow Amount has been released or exhausted, from the Seller directly); provided that if the Shortfall Amount is less than the Initial Purchase PriceAdjustment Escrow Amount, then Buyer and the Seller shall promptly (1within five (5) such difference shall be paid from Business Days) cause the Working Capital Escrow Fund Agent to Purchaser (provided that such amount paid pursuant release to this clause (B)(1) shall not exceed the Seller the remaining amount of the Working Capital Adjustment Escrow Fund) Amount; and (2) the funds remaining (if any) in the Working Capital Escrow Fund, after giving effect to clause (B)(1), shall be released to the Sellers’ Representative; or (C) the Adjusted Closing Purchase Price Amount on the date hereof is equal to the Initial Purchase Price, the entire amount of the Working Capital Escrow Fund shall be released to the Sellers’ Representative. If any amounts are paid or released to the Sellers’ Representative pursuant to this Section 2.5(d)(i), the Sellers’ Representative shall pay to the Sellers such amounts such that the Sellers each receive, together with any amounts received by such Persons pursuant to Section 2.2(b), a cumulative amount equal to the amount such Persons would have received if the Initial Purchase Price were equal to the Adjusted Purchase Price. Promptly following the determination of the Final Working CapitalAmount, the Final Cash, the Final Indebtedness then Buyer and the Final Transaction Expenses pursuant to Section 2.5(c), Purchaser and the Sellers’ Representative Seller shall deliver joint written instructions to promptly (within five (5) Business Days) cause the Escrow Agent to give effect release to the payments contemplated by Seller the Adjustment Escrow Amount and neither party shall make any payment pursuant to this Section 2.5(d)(i2.3(d).

Payment following Calculation of Final Working Capital, Final Cash, Final Indebtedness and Final Transaction Expenses. (i) Following the determination of the Final Working Capital, the Final Cash, the Final Indebtedness and the Final Transaction Expenses pursuant to Section 2.5(c)Expenses, the Aggregate Initial Purchase Price Consideration shall be recalculated (such recalculation, the “Adjusted Purchase Price”) by substituting the Final Working Capital for the Estimated Working Capital in Section 2.5(a)1.1, the Final Cash for the Estimated Cash in Section 2.5(a)1.1, the Final Indebtedness for the Estimated Indebtedness in Section 2.5(a) 1.1 and the Final Transaction Expenses for the Estimated Transaction Expenses in Section 2.5(a1.1 (the “Adjusted Aggregate Initial Consideration”) and if (after taking into account any Upward Closing Working Capital Adjustment or Downward Closing Working Capital Adjustment at the Closing) (A) the Adjusted Purchase Price Aggregate Initial Consideration is greater than the Aggregate Initial Purchase PriceConsideration on the Closing Date, then (1) such difference shall be paid by Purchaser shall pay, or cause to be paid, to the Sellers’ Representative (for the amount of such difference (provided that such amount paid pursuant to this clause (A)(1) shall not exceed the amount benefit of the Working Capital Escrow FundSellers in accordance with such Person’s Applicable Percentage) by wire transfer of immediately available funds within two (2) Business Days after such determination and (2) the funds in the Working Capital Escrow Fund shall be released and paid to the Sellers’ Representative, (B) the Adjusted Purchase Price Aggregate Initial Consideration on the Closing Date is less greater than the Adjusted Aggregate Initial Purchase PriceConsideration (such difference, the “Shortfall Amount”), then (1) such difference Shortfall Amount shall be paid from the Working Capital Merger Consideration Adjustment Escrow Fund to Purchaser (provided that such amount paid pursuant to this clause (B)(1) shall not exceed the amount of the Working Capital Escrow Fund) and (2) the funds remaining (if any) in the Working Capital Escrow FundPurchaser, after giving effect to clause (B)(1), shall be released to the Sellers’ Representative; or (C) the Adjusted Purchase Price is equal to the Initial Purchase Price, the entire amount of the Working Capital Escrow Fund shall be released to the Sellers’ Representative. If any amounts are paid or released to the Sellers’ Representative pursuant to this Section 2.5(d)(i), the Sellers’ Representative shall pay to the Sellers such amounts such that the Sellers each receive, together with any amounts received by such Persons pursuant to Section 2.2(b), a cumulative amount equal to the amount such Persons would have received if the Initial Purchase Price were equal to the Adjusted Purchase Price. Promptly following the determination of the Final Working Capital, the Final Cash, the Final Indebtedness and the Final Transaction Expenses pursuant to Section 2.5(c), Purchaser and the Sellers’ Representative (on behalf of the Sellers) and Purchaser shall deliver joint written instructions to jointly instruct the Escrow Agent to give effect release to Purchaser from the Merger Consideration Adjustment Escrow Fund the Shortfall Amount; provided, that if the Shortfall Amount exceeds the Merger Consideration Adjustment Escrow Amount, then the amount of such excess shall be paid to Purchaser, at Purchaser’s election, from (i) the Indemnification Escrow Fund or (ii) directly by the Sellers (provided that each Seller shall only be responsible for paying to Purchaser its Applicable Percentage of the amount of such excess and any such payment(s) shall be deemed to be a downward adjustment to the payments contemplated by this Section 2.5(d)(iFinal Merger Consideration).

Payment following Calculation of Final Working Capital, Final Cash, Final Indebtedness and Final Transaction Expenses. (i) Following the determination of the Final Working Capital, the Final Cash, the Final Indebtedness and the Final Transaction Expenses pursuant to Section 2.5(c)Expenses, (A) the Aggregate Initial Purchase Price shall be recalculated (such recalculation, the “Adjusted Purchase Price”) by substituting the Final Working Capital for the Estimated Working Capital in Section 2.5(a)Capital, the Final Cash for the Estimated Cash in Section 2.5(a)Cash, the Final Indebtedness for the Estimated Indebtedness in Section 2.5(a) and the Final Transaction Expenses for the Estimated Transaction Expenses in Section 2.5(aExpenses, and (B) and as applicable, (1) the amount, if any, by which the Final Indebtedness exceeds the Estimated Indebtedness shall be deducted from the Aggregate Initial Purchase Price, as so recalculated pursuant to the immediately preceding clause (A), or (2) the amount, if any, by which the Estimated Indebtedness exceeds the Final Indebtedness shall be added to the Aggregate Initial Purchase Price, as so recalculated pursuant to the immediately preceding clause (A) (the Aggregate Initial Purchase Price as so recalculated pursuant to the immediately preceding clause (A), plus or minus the adjustment for Final Indebtedness pursuant to the immediately preceding clause (B), shall be referred to herein as the “Adjusted Aggregate Initial Purchase Price”). If the Adjusted Aggregate Initial Purchase Price is greater than the Aggregate Initial Purchase PricePrice on the Completion Date, then (1) Purchaser shall pay, or cause to be paid, to the Sellers’ Representative Sellers an aggregate amount in cash equal to the amount sum of such difference (provided that such amount paid pursuant to this clause (A)(1) shall not exceed the amount of the Working Capital Escrow Fund) by wire transfer of immediately available funds within two (2) Business Days after such determination and (2A) the funds in difference between the Working Capital Escrow Fund shall be released Adjusted Aggregate Initial Purchase Price and paid to the Sellers’ RepresentativeAggregate Initial Purchase Price, and (B) the Adjusted Holdback Amount, such amount to be allocated amongst the Sellers in accordance with the percentages set forth in Schedule 1 and paid in accordance with the provisions of Section 2.6(d)(ii). If the Aggregate Initial Purchase Price on the Completion Date is less greater than the Adjusted Aggregate Initial Purchase Price, then (1X) such difference the Holdback Amount shall be paid from the Working Capital Escrow Fund to Purchaser (provided that such reduced by an amount paid pursuant to this clause (B)(1) shall not exceed the amount of the Working Capital Escrow Fund) and (2) the funds remaining (if any) in the Working Capital Escrow Fund, after giving effect to clause (B)(1), shall be released to the Sellers’ Representative; or (C) the Adjusted Purchase Price is equal to the difference between the Adjusted Aggregate Initial Purchase Price and the Aggregate Initial Purchase Price (the “Shortfall Amount”), (Y) the Shortfall Amount shall not be released from the Holdback Fund but shall be retained by Purchaser as a reduction to the Aggregate Initial Purchase Price, and (Z) the entire amount of amount, if any, by which the Working Capital Escrow Fund Holdback Amount exceeds the Shortfall Amount shall be released from the Holdback Fund and paid, or caused to the Sellers’ Representative. If any amounts are paid or released be paid, by Purchaser, with such amount to the Sellers’ Representative pursuant to this Section 2.5(d)(i), the Sellers’ Representative shall pay to be allocated amongst the Sellers such amounts such that in accordance with the Sellers each receive, together percentages set forth in Schedule 1 and paid in accordance with any amounts received by such Persons pursuant to the provisions of Section 2.2(b), a cumulative amount equal to the amount such Persons would have received if the Initial Purchase Price were equal to the Adjusted Purchase Price. Promptly following the determination of the Final Working Capital, the Final Cash, the Final Indebtedness and the Final Transaction Expenses pursuant to Section 2.5(c), Purchaser and the Sellers’ Representative shall deliver joint written instructions to the Escrow Agent to give effect to the payments contemplated by this Section 2.5(d)(i2.6(d)(ii).

Payment following Calculation of Final Working Capital, Final Cash, Final Indebtedness and Final Transaction Expenses. (i) Following the determination of the Final Working Capital, the Final Cash, the Final Indebtedness and the Final Transaction Expenses pursuant to Section 2.5(cSection‎ 2.4(c), the Initial Purchase Price shall be recalculated (such recalculation, the “Adjusted Purchase Price”) by substituting the Final Working Capital for the Estimated Working Capital in Section 2.5(aSection‎ 2.4(a), the Final Cash for the Estimated Cash in Section 2.5(a), Section‎ 2.4(a) the Final Indebtedness for the Estimated Indebtedness in Section 2.5(aSection‎ 2.4(a) and the Final Transaction Expenses for the Estimated Transaction Expenses in Section 2.5(aSection‎ 2.4(a) (the “Adjusted Purchase Price”) and if (after taking into account any Upward Closing Working Capital Adjustment or Downward Closing Working Capital Adjustment at the Closing, if any) (A) the Adjusted Purchase Price is greater than exceeds the Initial Purchase PricePrice set forth in the Estimated Closing Statement, then (1) the Purchaser shall pay, or cause to be paid, pay to the Sellers’ Seller Representative the amount of such difference excess by wire transfer of immediately available funds (provided that such notwithstanding anything to the contrary contained herein, the aggregate amount paid payable by the Purchaser pursuant to this clause (A)(1) in respect of such excess shall not in no event exceed an amount equal to the amount of the Working Capital Post-Closing Adjustment Escrow FundAmount) by wire transfer of immediately available funds within two (2) five Business Days after such determination and (2) the funds in entire amount of the Working Capital Post-Closing Adjustment Escrow Fund shall be released and paid to the Seller Representative (for the benefit of the Sellers’ Representative, ); (B) the Adjusted Purchase Price set forth in the Estimated Closing Statement is less greater than the Initial Adjusted Purchase Price, then (1) such difference shall be paid from the Working Capital Post-Closing Adjustment Escrow Fund to the Purchaser (provided that such amount paid pursuant to this clause (B)(1) shall not exceed the amount of the Working Capital Post-Closing Adjustment Escrow Fund) and (2) the funds remaining (if any) in the Working Capital Post-Closing Adjustment Escrow Fund, after giving effect to clause (B)(1), shall be released to the Seller Representative (for the benefit of the Sellers’ Representative; or ), and (C) the Adjusted Purchase Price set forth in the Estimated Closing Statement is equal to the Initial Adjusted Purchase Price, the entire amount of the Working Capital Post-Closing Adjustment Escrow Fund shall be released to the Sellers’ Representative. If any amounts are paid or released to Seller Representative (for the benefit of the Sellers’ Representative pursuant to this Section 2.5(d)(i), . In the Sellers’ Representative shall pay to the Sellers such amounts such event that the Sellers each receive, together with any amounts received full amount (if any) by such Persons pursuant to Section 2.2(b), a cumulative amount equal to which the amount such Persons would have received if the Initial Purchase Price were equal to set forth in the Estimated Closing Statement exceeds the Adjusted Purchase Price. Promptly following Price is greater than the determination Post-Closing Adjustment Escrow Fund, the Purchaser shall have no recourse against any of the Final Working CapitalSellers, the Final CashSeller Representative, or any other Person. Each of the Final Indebtedness Seller Representative and the Final Transaction Expenses pursuant Purchaser agrees to Section 2.5(c), Purchaser execute and the Sellers’ Representative shall deliver joint written instructions to the Escrow Agent a joint written instruction instructing the Escrow Agent to give effect release the Post-Closing Adjustment Escrow Fund to the payments contemplated by applicable party or parties in accordance with this Section 2.5(d)(iSection‎ 2.4(d).