Common use of Payment of Post-Closing Adjustments Clause in Contracts

Payment of Post-Closing Adjustments. (a) The Contingent Payment shall be reduced by an amount equal to (i) the sum of (A) the total aggregate Securities Writeoff Amounts for all High Risk Obligors set forth in the Final Closing Adjustment Report, plus (B) the amount equal to fifty percent (50%) of the total aggregate Undersecured Loan Amounts set forth in the Final Closing Adjustment Report and (ii) an amount equal to $302,685, if the Cogent Asset is not a Transferred Asset (collectively, the “Adjustment Amount”). The Adjustment Amount shall be reduced by an amount, if any, equal to the sum of the amount by which the net cash proceeds actually received by Purchaser from the sale or disposition by Purchaser of any Securities owned by Purchaser exceeds the book value of such Securities as of the Closing Date; provided that Purchaser receives such cash proceeds arising from such sale on or prior to the earlier to occur of (1) sixty (60) calendar days after the Closing Date or (2) payment of the Contingent Payment payable pursuant to Section 4.1(b)(ii), if any. (b) If the Adjustment Amount exceeds the Contingent Payment, then Purchaser shall have no obligation to pay any portion of the Contingent Payment to Seller pursuant to Section 4.1(b)(ii). If the Contingent Payment exceeds the Adjustment Amount, subject to Section 4.3(c) and Section 10.6 hereof, such excess shall be paid in accordance with Section 4.1(b)(ii) hereof. Notwithstanding the foregoing, the Contingent Payment may not be reduced below zero (0) or increased above US$2,000,000. (c) The Contingent Payment also shall be reduced by an amount equal to the sum of the Closing Date book values attributable to any Securities which have not been transferred by Seller to Purchaser within ninety (90) calendar days after the Closing Date. To the extent the Contingent Payment is actually reduced in accordance with the preceding sentence, Seller shall be entitled to retain those Securities, and only those Securities, that are the subject of such reduction. To the extent the Contingent Payment is actually reduced in accordance with paragraph (a) above, Purchaser shall be obligated to promptly transfer back to Seller those Securities, that are the subject of such reduction. (d) Seller acknowledges and agrees that the right to receive the Contingent Payment, if any, (i) is an integral part of the consideration provided for in this Agreement, (ii) shall not be evidenced by a certificate or other instrument, (iii) shall not be assignable or otherwise transferable (other than by will or descent after the death of a natural holder thereof), (iv) shall not accrue or pay interest on any portion thereof and (v) does not represent any right other than the right to receive the Contingent Payment. Any attempted transfer of the right to a Contingent Payment by any holder thereof (other than as permitted by the immediately preceding sentence) shall be null and void.

Payment of Post-Closing Adjustments. (a) The Contingent Payment shall be reduced by an amount equal to (i) the sum of (A) the total aggregate Securities Writeoff Amounts for all High Risk Obligors set forth in the Final Closing Adjustment Report, plus (B) the amount equal to fifty percent (50%) of the total aggregate Undersecured Loan Amounts set forth in the Final Closing Adjustment Report and (ii) an amount equal to $302,685, if the Cogent Asset is not a Transferred Asset (collectively, the “"Adjustment Amount”"). The Adjustment Amount shall be reduced by an amount, if any, equal to the sum of the amount by which the net cash proceeds actually received by Purchaser from the sale or disposition by Purchaser of any Securities owned by Purchaser exceeds the book value of such Securities as of the Closing Date; provided that Purchaser receives such cash proceeds arising from such sale on or prior to the earlier to occur of (1) sixty (60) calendar days after the Closing Date or (2) payment of the Contingent Payment payable pursuant to Section 4.1(b)(ii), if any. (b) If the Adjustment Amount exceeds the Contingent Payment, then Purchaser shall have no obligation to pay any portion of the Contingent Payment to Seller pursuant to Section 4.1(b)(ii). If the Contingent Payment exceeds the Adjustment Amount, subject to Section 4.3(c) and Section 10.6 hereof, such excess shall be paid in accordance with Section 4.1(b)(ii) hereof. Notwithstanding the foregoing, the Contingent Payment may not be reduced below zero (0) or increased above US$2,000,000. (c) The Contingent Payment also shall be reduced by an amount equal to the sum of the Closing Date book values attributable to any Securities which have not been transferred by Seller to Purchaser within ninety (90) calendar days after the Closing Date. To the extent the Contingent Payment is actually reduced in accordance with the preceding sentence, Seller shall be entitled to retain those Securities, and only those Securities, that are the subject of such reduction. To the extent the Contingent Payment is actually reduced in accordance with paragraph (a) above, Purchaser shall be obligated to promptly transfer back to Seller those Securities, that are the subject of such reduction. (d) Seller acknowledges and agrees that the right to receive the Contingent Payment, if any, (i) is an integral part of the consideration provided for in this Agreement, (ii) shall not be evidenced by a certificate or other instrument, (iii) shall not be assignable or otherwise transferable (other than by will or descent after the death of a natural holder thereof), (iv) shall not accrue or pay interest on any portion thereof and (v) does not represent any right other than the right to receive the Contingent Payment. Any attempted transfer of the right to a Contingent Payment by any holder thereof (other than as permitted by the immediately preceding sentence) shall be null and void.

Payment of Post-Closing Adjustments. (ai) The Contingent Payment If the Estimated Adjusted Closing Consideration exceeds the Final Adjusted Closing Consideration (such excess, a “Closing Consideration Excess”) by an amount equal to or greater than $25,000, then Parent shall be reduced entitled to set off such amounts against the interests in the Master Parent Promissory Note held by the Effective Time Holders pursuant to the Parent Set-Off Rights. Any such set-off shall be in accordance with Each Effective Time Holder’s Pro Rata Share. If the Closing Consideration Excess is less than $25,000, then the Closing Consideration Excess shall be deemed to be equal to zero dollars ($0.00) and no payments shall be due or owing to Parent and Parent shall not have any Parent Set-Off Rights with respect to such Closing Consideration Excess. (ii) If the Final Adjusted Closing Consideration exceeds the Estimated Adjusted Closing Consideration (such amount, a “Closing Consideration Shortfall”) by an amount equal to or greater than $25,000, then, within five (5) Business Days after the determination of the Final Adjusted Closing Consideration, Parent shall amend and restate the Master Parent Promissory Note (the “Amended Master Parent Promissory Note”) to (A) reflect an aggregate increase to the principal amount thereof equal to the Closing Consideration Shortfall (such amount, the “Additional Closing Notes Consideration”) and (B) specify each Effective Time Holder’s increased interest therein, which interests shall be in accordance with each Effective Time Holder’s Pro Rata Share. If the Closing Consideration Shortfall is less than $25,000, then the Closing Consideration Shortfall shall be deemed to be equal to zero dollars ($0.00), the Additional Closing Notes Consideration shall be equal to zero dollars ($0.00), and no payments or other consideration shall be due or owing to the Effective Time Holders with respect to such Closing Consideration Shortfall. (iii) If the difference (positive or negative) between (A) the amount equal to (i) the sum of Estimated Per Share Closing Notes Amount plus (Aii) the total aggregate Securities Writeoff Amounts for all High Risk Obligors set forth in Estimated Per Share Closing Stock Amount (Options) minus (iii) the Final Closing Adjustment Report, plus Estimated Per Share Holdback Amount and (B) the amount equal to fifty percent (50%i) of the total aggregate Undersecured Loan Amounts set forth in the Final Per Share Closing Adjustment Report and Notes Amount plus (ii) an the Final Per Share Closing Stock Amount (Options) minus (iii) the Final Per Share Holdback Amount such amount equal to $302,685, if the Cogent Asset is not a Transferred Asset (collectivelysuch difference, the “Adjustment AmountCommon Stock Exchange Ratio (Difference)”). The Adjustment Amount shall be reduced by an amount, if any, ) is equal to or less than +/-$0.01, then the sum of Common Stock Exchange Ratio set forth on the amount by which Merger Consideration and the net cash proceeds actually received by Purchaser from the sale or disposition by Purchaser of any Securities owned by Purchaser exceeds the book value of such Securities as of New Parent Vested Options and New Parent Unvested Options issued at the Closing Date; provided that Purchaser receives such cash proceeds arising from such sale on or prior to the earlier to occur of (1in accordance with Sections 1.9(a) sixty (60and 1.9(b) calendar days after the Closing Date or (2) payment of the Contingent Payment payable pursuant to Section 4.1(b)(ii), if anyshall remain in effect unchanged. (biv) If the Adjustment Amount exceeds the Contingent PaymentCommon Stock Exchange Ratio (Difference) is greater than +/-$0.01, then Purchaser shall have no obligation to pay any portion the number of the Contingent Payment to Seller pursuant to Section 4.1(b)(ii). If the Contingent Payment exceeds the Adjustment Amount, subject to Section 4.3(c) New Parent Vested Options and Section 10.6 hereof, such excess New Parent Unvested Options shall be paid adjusted in accordance with Section 4.1(b)(ii) hereof. Notwithstanding the foregoing, the Contingent Payment may not be reduced below zero (0) or increased above US$2,000,000such final numbers. (c) The Contingent Payment also shall be reduced by an amount equal to the sum of the Closing Date book values attributable to any Securities which have not been transferred by Seller to Purchaser within ninety (90) calendar days after the Closing Date. To the extent the Contingent Payment is actually reduced in accordance with the preceding sentence, Seller shall be entitled to retain those Securities, and only those Securities, that are the subject of such reduction. To the extent the Contingent Payment is actually reduced in accordance with paragraph (a) above, Purchaser shall be obligated to promptly transfer back to Seller those Securities, that are the subject of such reduction. (d) Seller acknowledges and agrees that the right to receive the Contingent Payment, if any, (i) is an integral part of the consideration provided for in this Agreement, (ii) shall not be evidenced by a certificate or other instrument, (iii) shall not be assignable or otherwise transferable (other than by will or descent after the death of a natural holder thereof), (iv) shall not accrue or pay interest on any portion thereof and (v) does not represent any right other than the right to receive the Contingent Payment. Any attempted transfer of the right to a Contingent Payment by any holder thereof (other than as permitted by the immediately preceding sentence) shall be null and void.

Payment of Post-Closing Adjustments. (a) The Contingent Payment shall be reduced by an amount equal to (i) If the sum of (A) the total aggregate Securities Writeoff Amounts for all High Risk Obligors set forth in Estimated Adjusted Closing Cash Consideration exceeds the Final Adjusted Closing Adjustment ReportCash Consideration (such excess, plus (B) a “Closing Cash Consideration Excess”), then Parent and the amount equal to fifty percent (50%) Securityholders’ Agent, on behalf of the total aggregate Undersecured Loan Amounts set forth in Common-Equivalents Holders, shall execute and deliver joint written instructions to the Final Closing Escrow Agent instructing the Escrow Agent to pay to Parent first from the Adjustment Report Escrow Fund and then from the Indemnity Escrow Fund (iinot to exceed $500,000) an amount in cash equal to $302,685, if the Cogent Asset is not a Transferred Asset (collectively, the “Adjustment Amount”)Closing Cash Consideration Excess. The Adjustment Amount shall be reduced by an Closing Cash Consideration Excess amount, if any, equal shall be paid to Parent by the sum Escrow Agent in accordance with the foregoing by wire transfer of immediately available funds within five (5) Business Days after the determination of the Final Adjusted Closing Cash Consideration. If the Closing Cash Consideration Excess amount by which the net cash proceeds actually received by Purchaser from the sale or disposition by Purchaser of any Securities owned by Purchaser exceeds the book value of such Securities as amount of the Adjustment Escrow Fund plus up to $500,000 of the Indemnity Escrow Fund (such amount, the “Aggregate Closing Date; provided that Purchaser receives Cash Overpayment Shortfall Amount”), then the Securityholders’ Agent shall provide written notice thereof to each Common-Equivalents Holder, and each such cash proceeds arising from such sale on or prior Common-Equivalents Holder shall pay to the earlier to occur of (1) sixty (60) calendar days after the Closing Date or Parent, within two (2) payment Business Days following the receipt by such Effective Time Holder of the Contingent Payment payable pursuant to Section 4.1(b)(ii)such written notice, if any. (b) If the Adjustment Amount exceeds the Contingent Payment, then Purchaser shall have no obligation to pay any portion of the Contingent Payment to Seller pursuant to Section 4.1(b)(ii). If the Contingent Payment exceeds the Adjustment Amount, subject to Section 4.3(c) and Section 10.6 hereof, such excess shall be paid in accordance with Section 4.1(b)(ii) hereof. Notwithstanding the foregoing, the Contingent Payment may not be reduced below zero (0) or increased above US$2,000,000. (c) The Contingent Payment also shall be reduced by an amount equal to the sum such Common-Equivalents Holder’s Pro Rata Share (Common-Equivalents) of the Aggregate Closing Date book values attributable Cash Overpayment Shortfall Amount not covered by the funds in the Adjustment Escrow Fund plus up to any Securities which have not been transferred $500,000 of the Indemnity Escrow Fund, by Seller wire transfer of immediately available funds to Purchaser within ninety an account or accounts designated in writing by Parent prior to such payment date. (90ii) calendar days after If the Final Adjusted Closing Date. To Cash Consideration exceeds the extent Estimated Adjusted Closing Cash Consideration (such amount, a “Closing Cash Consideration Shortfall”), then Parent shall pay: (1) to the Contingent Payment is actually reduced Agent (for further distribution to the Common-Equivalents Holders, other than holders of Outstanding Options, in accordance with their respective Pro Rata Share (Common-Equivalents)) an amount in cash equal to (I) the preceding sentenceClosing Cash Consideration Shortfall (such amount, Seller shall be entitled the “Additional Closing Cash Consideration”) times (II) the aggregate Pro Rata Share (Common-Equivalents) of all Common-Equivalents Holders (other than with respect to retain those Securities, and only those Securities, that are such holders’ Outstanding Options); and (2) to the subject Surviving Corporation (for further payment to the holders of Outstanding Vested Options) an amount in cash equal to (I) the Additional Closing Cash Consideration times (II) the aggregate Pro Rata Share (Common-Equivalents) of all Common-Equivalents Holders in respect of such reductionholders’ Outstanding Vested Options. To the extent the Contingent Payment is actually reduced in accordance with paragraph (a) above, Purchaser shall be obligated to promptly transfer back to Seller those Securities, that are the subject of such reduction. (d) Seller acknowledges and agrees that the right to receive the Contingent PaymentThe Additional Closing Cash Consideration, if any, shall be paid to the Payment Agent and the Surviving Corporation, as applicable, by wire transfer of immediately available funds within ten (i10) is an integral part Business Days after the determination of the consideration provided for in this AgreementFinal Adjusted Closing Cash Consideration (the date of such payment, (ii) shall not be evidenced by a certificate or other instrument, (iii) shall not be assignable or otherwise transferable (other than by will or descent after the death of a natural holder thereof“Additional Closing Cash Consideration Payment Date”), (iv) shall not accrue or pay interest on any portion thereof and (v) does not represent any right other than the right to receive the Contingent Payment. Any attempted transfer of the right to a Contingent Payment by any holder thereof (other than as permitted by the immediately preceding sentence) shall be null and void.

Payment of Post-Closing Adjustments. (a) The Contingent Payment If the Final Closing Date Adjustment Amount shall be reduced less than the Closing Date Adjustment Amount estimated by an amount equal IDT pursuant to (i) Section 4.2 hereof, then the sum difference shall be paid by the Shareholders to Axiom in cash or Axiom Shares in the same proportion that cash or Axiom Shares were part of (A) the total aggregate Securities Writeoff Amounts Consideration Amount. Such difference shall be paid first out of the Adjustment Escrow Amount and by returning Escrow Shares; then, if necessary, out of the remainder of the Escrow Amount, and by returning the remainder of the Escrow Shares, and then, if necessary, by the Shareholders who shall be liable for all High Risk Obligors such amounts and return of such Axiom Shares, subject to the limitations set forth in the Final Closing Adjustment Reportfollowing proviso, plus (B) in the amount equal to fifty percent (50%) same proportion as they received the Consideration Amount; provided, that Michael Moore, Frances Penfold and Dale Spencer shall be xxxxxxx xxx xevxxxxxx xxxxxx xor suxx xxxxxxx xnd return of such Axiom Shares, but the liability of any other Shareholder shall not exceed such other Shareholders pro rata portion of the total aggregate Undersecured Loan Amounts set forth in Merger Consideration. If the Final Closing Adjustment Report and (ii) an amount equal to $302,685, if the Cogent Asset is not a Transferred Asset (collectively, the “Adjustment Amount”). The Date Adjustment Amount shall be reduced greater than the Closing Date Adjustment Amount estimated by an amountIDT pursuant to Section 4.2 hereof, if any, equal then the difference shall be paid to the sum of the amount Shareholders, pro rata based upon their share ownership, by which the net cash proceeds actually received Axiom, by Purchaser from the sale bank treasurer's check or disposition by Purchaser of any Securities owned by Purchaser exceeds the book value of such Securities as of the Closing Date; provided that Purchaser receives such cash proceeds arising from such sale on or prior to the earlier to occur of wire transfer. Such payment shall be due and owing within five (15) sixty (60) calendar days after the parties agree to such amount or the amount is established by the Arbitrators. For purposes of determining the number of Axiom Shares to be returned to Axiom as a result of the determination of the Final Closing Date or (2) payment of the Contingent Payment payable pursuant to Section 4.1(b)(ii), if any. (b) If the Adjustment Amount exceeds the Contingent Payment, then Purchaser shall have no obligation to pay any portion of the Contingent Payment to Seller pursuant to Section 4.1(b)(ii). If the Contingent Payment exceeds the Adjustment Amount, subject to Section 4.3(c) and Section 10.6 hereof, such excess shares shall be paid in accordance with Section 4.1(b)(iitreated as having a value of Four Dollars ($4.00) hereof. Notwithstanding the foregoing, the Contingent Payment may not be reduced below zero (0) or increased above US$2,000,000per share. (c) The Contingent Payment also shall be reduced by an amount equal to the sum of the Closing Date book values attributable to any Securities which have not been transferred by Seller to Purchaser within ninety (90) calendar days after the Closing Date. To the extent the Contingent Payment is actually reduced in accordance with the preceding sentence, Seller shall be entitled to retain those Securities, and only those Securities, that are the subject of such reduction. To the extent the Contingent Payment is actually reduced in accordance with paragraph (a) above, Purchaser shall be obligated to promptly transfer back to Seller those Securities, that are the subject of such reduction. (d) Seller acknowledges and agrees that the right to receive the Contingent Payment, if any, (i) is an integral part of the consideration provided for in this Agreement, (ii) shall not be evidenced by a certificate or other instrument, (iii) shall not be assignable or otherwise transferable (other than by will or descent after the death of a natural holder thereof), (iv) shall not accrue or pay interest on any portion thereof and (v) does not represent any right other than the right to receive the Contingent Payment. Any attempted transfer of the right to a Contingent Payment by any holder thereof (other than as permitted by the immediately preceding sentence) shall be null and void.

Payment of Post-Closing Adjustments. Within ten (10) Business Days following the final determination of the Final Estimated Revenue, Final Excess Cash and the Unpaid Expenses, as applicable, the following payments shall be made: (a) The Contingent Payment calculations of Reduction Amount and OMAM Capital Contribution Reduction Amount made pursuant to Section 2.04(a) shall be reduced redone by substituting Final Estimated Revenue for the Sellers’ estimate of Closing Estimated Revenue (the “Substitute Calculations”). (1) If there was a reduction to the Aggregate Purchase Price and the OMAM Capital Contribution pursuant to Section 2.04(a) and the Substitute Calculations results in a reduction to the Aggregate Purchase Price and OMAM Capital Contribution that is greater than the reduction at Closing calculated pursuant to Section 2.04(a), then the Sellers (other than Newco), in accordance with their Pro Rata Portions, shall pay to Purchaser an amount equal to the difference between (i) the sum of (Athe reduction to the Aggregate Purchase Price and the OMAM Capital Contribution pursuant to Section 2.04(a) calculated using the total aggregate Securities Writeoff Amounts for all High Risk Obligors set forth in the Final Closing Adjustment Report, plus (B) the amount equal to fifty percent (50%) of the total aggregate Undersecured Loan Amounts set forth in the Final Closing Adjustment Report Substitute Calculations and (ii) the sum of the reduction to the Aggregate Purchase Price and the OMAM Capital Contribution pursuant to Section 2.04(a) calculated at Closing using the Sellers’ estimate of the Closing Estimated Revenue. (2) If there was a reduction to the Aggregate Purchase Price and the OMAM Capital Contribution pursuant to Section 2.04(a) and the Substitute Calculations results in a reduction to the Aggregate Purchase Price and the OMAM Capital Contribution that is less than the reductions calculated at Closing pursuant to Section 2.04(a) but still results in a reduction to the Aggregate Purchase Price and the OMAM Capital Contribution, then Purchaser shall pay to the Sellers (other than Newco), in accordance with their Pro Rata Portions, an amount equal to $302,685, if the Cogent Asset is not a Transferred Asset difference between (collectively, the “Adjustment Amount”). The Adjustment Amount shall be reduced by an amount, if any, equal to i) the sum of the amount by which reductions to the net cash proceeds actually received by Purchaser from Aggregate Purchase Price and the sale or disposition by Purchaser of any Securities owned by Purchaser exceeds OMAM Capital Contribution pursuant to Section 2.04(a) calculated at Closing using the book value of such Securities as Sellers’ estimate of the Closing Date; provided that Purchaser receives such cash proceeds arising from such sale on or prior Estimated Revenue and (ii) the sum of the reductions to the earlier to occur of (1) sixty (60) calendar days after Aggregate Purchase Price and the Closing Date or (2) payment of the Contingent Payment payable OMAM Capital Contribution pursuant to Section 4.1(b)(ii), if any2.04(a) calculated using the Substitute Calculations. (b3) If there was a reduction to the Adjustment Amount exceeds Aggregate Purchase Price and the Contingent PaymentOMAM Capital Contribution pursuant to Section 2.04(a) and the Substitute Calculations results in there being no reduction to the Aggregate Purchase Price and the OMAM Capital Contribution pursuant to Section 2.04(a), then Purchaser shall have no obligation pay to pay any portion of the Contingent Payment to Seller pursuant to Section 4.1(b)(iiSellers (other than Newco). If the Contingent Payment exceeds the Adjustment Amount, subject to Section 4.3(c) and Section 10.6 hereof, such excess shall be paid in accordance with Section 4.1(b)(ii) hereof. Notwithstanding the foregoingtheir Pro Rata Portions, the Contingent Payment may not be reduced below zero (0) or increased above US$2,000,000. (c) The Contingent Payment also shall be reduced by an amount equal to the sum of the reductions to the Aggregate Purchase Price and the OMAM Capital Contribution calculated at Closing Date book values attributable pursuant to any Securities which have not been transferred by Seller Section 2.04(a). (4) If there was no reduction to Purchaser within ninety the Aggregate Purchase Price and the OMAM Capital Contribution pursuant to Section 2.04(a) and the Substitute Calculations results in there being a reduction to the Aggregate Purchase Price and the OMAM Capital Contribution, then the Sellers (90) calendar days after the Closing Date. To the extent the Contingent Payment is actually reduced other than Newco), in accordance with the preceding sentencetheir Pro Rata Portions, Seller shall be entitled pay to retain those Securities, and only those Securities, that are the subject of such reduction. To the extent the Contingent Payment is actually reduced Purchaser an amount calculated in accordance with paragraph Section 2.04(a) calculated using the Substitute Calculations. (ab) aboveThe calculation made pursuant to Section 2.04(b) shall be redone by substituting Final Excess Cash for the Sellers’ estimate of Excess Cash included in the Estimated Excess Cash Statement. (1) If, as a result of such recalculation, the reduction to the Aggregate Purchase Price and OMAM Capital Contribution should have been greater than the reduction made pursuant to Section 2.04(b), then the Sellers (other than Newco), in accordance with their Pro Rata Portions, shall pay to Purchaser an amount equal to 60% of the amount by which Final Excess Cash is less than the estimate of Excess Cash included in the Estimated Excess Cash Statement. (2) If, as a result of such recalculation, the reduction to the Aggregate Purchase Price and OMAM Capital Contribution should have been less than the reduction made pursuant to Section 2.04(b), then Purchaser shall be obligated pay to promptly transfer back Sellers (other than Newco), in accordance with their Pro Rata Portions, an amount equal to Seller those Securities60% of the amount by which the estimate of Estimated Excess Cash included in the Estimated Excess Cash Statement exceeds Final Excess Cash. (3) If, that are the subject as a result of such reductionrecalculation, an increase to the Aggregate Purchase Price and OMAM Capital Contribution made pursuant to Section 2.04(b) should have been a reduction to the Aggregate Purchase Price and OMAM Capital Contribution, then Sellers (other than Newco), in accordance with their Pro Rata Portions, shall pay to Purchaser the sum of (i) the amount of the increase in Aggregate Purchase Price and OMAM Capital Contribution made pursuant to Section 2.04(b) and (ii) 60% of the amount by which zero exceeds the Final Excess Cash. (4) If, as a result of such recalculation, the increase to the Aggregate Purchase Price and OMAM Capital Contribution should have been greater than the increase made pursuant to Section 2.04(b), then Purchaser shall pay to the Sellers (other than Newco), in accordance with their Pro Rata Portions, an amount equal to 60% of the amount by which Final Excess Cash exceeds the estimate of Excess Cash included in the Estimated Excess Cash Statement. (5) If, as a result of such recalculation, the increase to the Aggregate Purchase Price and OMAM Capital Contribution should have been less than the increase made pursuant to Section 2.04(b), then Sellers (other than Newco), in accordance with their Pro Rata Portions, shall pay to Purchaser an amount equal to 60% of the amount by which the estimate of Estimated Excess Cash included in the Estimated Excess Cash Statement exceeds Final Excess Cash. (6) If, as a result of such recalculation, a reduction in the Aggregate Purchase Price and OMAM Capital Contribution made pursuant to Section 2.04(b) should have been an increase in the Aggregate Purchase Price and OMAM Capital Contribution, then Purchaser shall pay to Sellers (other than Newco), in accordance with their Pro Rata Portions, an amount equal to the sum of (i) the reduction in the Aggregate Purchase Price and OMAM Capital Contribution made pursuant to Section 2.04(b), plus (ii) 60% of the amount by which Final Excess Cash exceeds zero. (c) If there are any Unpaid Expenses, then the Sellers (other than Newco), in accordance with their Pro Rata Portions, shall pay such Unpaid Expenses to the Company and the Company shall thereafter pay such Unpaid Expenses directly to the Person(s) owed such amounts. (d) Seller acknowledges and agrees that Any payments pursuant to this Section 2.06 shall be made by wire transfer in immediately available funds to an account or accounts designated in writing by the right to receive the Contingent Payment, if any, (i) is an integral part receiving party. Each of the consideration provided for in this Agreement, (ii) shall not be evidenced by a certificate or other instrument, (iii) shall not be assignable or otherwise transferable Sellers (other than by will or descent after the death of a natural holder thereof), (iv) shall not accrue or pay interest on any portion thereof and (v) does not represent any right other than the right to receive the Contingent Payment. Any attempted transfer of the right to a Contingent Payment by any holder thereof (other than as permitted by the immediately preceding sentenceNewco) shall be null and voidliable for his or her Pro Rata Portion of any payment to be made by the Sellers pursuant to this Section 2.06.

Payment of Post-Closing Adjustments. Within five (a5) The Contingent Payment shall be reduced by an amount equal to Business Days after the final determination of Net Working Capital, Net Cash Amount, Closing Indebtedness, Transaction Expenses, Restructuring Expenses and the Capex Adjustment as provided for in Sections 2.2(e) or (f), as the case may be: (i) if the sum of Closing Purchase Price calculated pursuant to Section 2.2(a) substituting Net Working Capital, which shall be equal to Target Net Working Capital unless such calculation is at least one million dollars greater than or less than Target Net Working Capital, Net Cash Amount, Closing Indebtedness, Transaction Expenses, Restructuring Expenses the Capex Adjustment for Estimated Net Working Capital, Estimated Net Cash Amount, Estimated Closing Indebtedness, Estimated Transaction Expenses, Estimated Restructuring Expenses and the Estimated Capex Adjustment is less than the Closing Purchase Price paid at the Closing, the Buyers and the Sellers shall execute a joint written authorization instructing the Escrow Agent to, (x) if such difference (the “Shortfall”) is less than or equal to the amount in the Adjustment Escrow Account (A) pay to the total aggregate Securities Writeoff Amounts for all High Risk Obligors set forth in Buyers from the Final Closing Adjustment Report, plus (B) the amount equal to fifty percent (50%) of the total aggregate Undersecured Loan Amounts set forth in the Final Closing Adjustment Report and (ii) an amount equal to $302,685, if the Cogent Asset is not a Transferred Asset (collectively, the “Adjustment Amount”). The Adjustment Amount shall be reduced by Escrow Account an amount, if anyin immediately available funds, equal to the sum of Shortfall and (B) distribute the amount by which remaining funds (if any) to the net cash proceeds actually received by Purchaser Dutch Seller or (y) if the Shortfall is greater than the amounts in the Adjustment Escrow Account, pay the Shortfall, first from the sale Adjustment Escrow Account and then from the General Escrow Account; it being understood that the Sellers shall, or disposition by Purchaser shall cause to be, deposited into the General Escrow Account such additional funds equal to any amounts as are paid to the Buyers under clause (y) of any Securities owned by Purchaser exceeds the book value of such Securities as of this Section 2.2(h)(i); or (ii) if the Closing Date; provided that Purchaser receives such cash proceeds arising from such sale on or prior to the earlier to occur of (1) sixty (60) calendar days after the Closing Date or (2) payment of the Contingent Payment payable Purchase Price calculated pursuant to Section 4.1(b)(ii)2.2(a) substituting Net Working Capital, if any. which shall be equal to Target Net Working Capital unless such calculation is at least one million dollars greater than or less than Target Net Working Capital, Net Cash Amount, Closing Indebtedness, Transaction Expenses, Restructuring Expenses and the Capex Adjustment for Estimated Net Working Capital, Estimated Net Cash Amount, Estimated Closing Indebtedness, Estimated Transaction Expenses, Estimated Restructuring Expenses and the Estimated Capex Adjustment is greater than the Closing Purchase Price paid at the Closing, (bx) If the Buyers and the Sellers shall execute a joint written authorization instructing the Escrow Agent to distribute the funds in the Adjustment Amount exceeds Escrow Account to the Contingent PaymentSellers and (y) the Buyers shall pay or cause to be paid, then Purchaser shall have no obligation to pay any portion of the Contingent Payment to Seller pursuant to Section 4.1(b)(ii). If the Contingent Payment exceeds the Adjustment Amount, subject to Section 4.3(c) and Section 10.6 hereof, Sellers such excess shall be paid by wire transfer of immediately available funds in accordance with Section 4.1(b)(ii) hereof. Notwithstanding the foregoing, the Contingent Payment may not be reduced below zero (0) or increased above US$2,000,000. (c) The Contingent Payment also shall be reduced by an amount equal written instructions delivered to the sum of the Closing Date book values attributable to any Securities which have not been transferred by Seller to Purchaser within ninety (90) calendar days after the Closing Date. To the extent the Contingent Payment is actually reduced in accordance with the preceding sentence, Seller shall be entitled to retain those Securities, and only those Securities, that are the subject of such reduction. To the extent the Contingent Payment is actually reduced in accordance with paragraph (a) above, Purchaser shall be obligated to promptly transfer back to Seller those Securities, that are the subject of such reduction. (d) Seller acknowledges and agrees that the right to receive the Contingent Payment, if any, (i) is an integral part of the consideration provided for in this Agreement, (ii) shall not be evidenced by a certificate or other instrument, (iii) shall not be assignable or otherwise transferable (other than by will or descent after the death of a natural holder thereof), (iv) shall not accrue or pay interest on any portion thereof and (v) does not represent any right other than the right to receive the Contingent Payment. Any attempted transfer of the right to a Contingent Payment by any holder thereof (other than as permitted Buyers by the immediately preceding sentence) shall be null and voidSellers.