Common use of Payments of Post-Closing Adjustment Clause in Contracts

Payments of Post-Closing Adjustment. If the Post-Closing Adjustment is a positive number, Buyer will pay the Member Representative an amount equal to the Post-Closing Adjustment. Upon payment of such Post-Closing Adjustment by Buyer to the Member Representative, Buyer shall be fully released and discharged of any obligation to Sellers with respect to payment of the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative number, Buyer and the Member Representative shall deliver joint written instructions to the Escrow Agent to make payment as soon as reasonably practicable (and in any event, within two (2) Business Days after receipt of such joint written instructions) to Buyer from the Working Capital Escrow Fund in an amount equal to the Post-Closing Adjustment, or if the Working Capital Escrow Fund is insufficient, Buyer may claim any remaining amount due to it in respect of the Post-Closing Adjustment directly from Sellers, and Sellers, or the Member Representative from funds it holds for the benefit of Sellers, will pay Buyer any shortfall. Upon payment to Buyer from the Working Capital Escrow Fund and, if required, Sellers as provided in the preceding sentences, Member Representative and Seller shall be fully released and discharged of any obligation to Buyer with respect to payment of the Post-Closing Adjustment. After giving effect to any payment to Buyer contemplated by the immediately preceding sentence, if any, the remaining balance of the Working Capital Escrow Fund promptly will be disbursed to the Member Representative. (a) Except as otherwise provided in this Agreement, any payment of the Post-Closing Adjustment: (b) is due (i) within five Business Days after the Final Closing Working Capital Statement is accepted, or (ii) if there are Disputed Amounts, then within five Business Days after the Disputed Amounts are resolved; and (c) must be paid by wire transfer of immediately available funds to such account as directed by Buyer or the Member Representative, as the case may be.

Payments of Post-Closing Adjustment. If the Post-Closing Adjustment is a positive number, Buyer will pay the Member Representative an amount equal to the Post-Closing Adjustment. Upon payment of such Post-Closing Adjustment by Buyer to the Member Representative, Buyer shall be fully released and discharged of any obligation to Sellers with respect to payment of the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative number, Buyer and the Member Representative shall deliver joint written instructions to the Escrow Agent to make payment as soon as reasonably practicable (and in any event, within two (2) Business Days after receipt of such joint written instructions) to Buyer from the Working Capital Escrow Fund in an amount equal to the Post-Closing Adjustment, or if the Working Capital Escrow Fund is insufficient, Buyer may claim any remaining amount due to it in respect of the Post-Closing Adjustment directly from Sellers, and Sellers, or the Member Representative from funds it holds for the benefit of Sellers, will pay Buyer any shortfall. Upon payment to Buyer from the Working Capital Escrow Fund and, if required, Sellers as provided in the preceding sentences, Member Representative and Seller shall be fully released and discharged of any obligation to Buyer with respect to payment of the Post-Closing Adjustment. After giving effect to any payment to Buyer contemplated by the immediately preceding sentence, if any, the remaining balance of the Working Capital Escrow Fund promptly will be disbursed to the Member Representative. (a) Except as otherwise provided in this Agreementherein, any payment of the Post-Closing Adjustment: (b) is Final Adjustment Amount shall be due (ix) within five Business Days after of acceptance of the Final applicable Closing Working Capital Statement is accepted, or (iiy) if there are Disputed Amounts, then within five Business Days after of the Disputed Amounts are resolved; andresolution described in Section 3.7(c)(v) above, and paid as follows: (ci) must be If the Final Adjustment Amount is positive, (x) XXXX shall pay the Seller Representative an amount in cash calculated by multiplying the Escrow Share of Post-Closing Adjustment times the Final Adjustment Amount, (y) the Seller Representative shall release all funds in the Escrow Account, each of (x) and (y) for further distribution to the Transferring Holders, and (z) XXXX shall pay the Seller Representative an amount in cash equal to the Seller Representative Expenses to the extent not previously paid by the Company, by wire transfer of immediately available funds to the bank account(s) specified by the Seller Representative in writing. (ii) If the Final Adjustment Amount is negative, the Seller Representative shall release (x) to XXXX the lesser of (A) the amount of the funds in the Escrow Account and (B) an amount equal to (1) the absolute value of the Final Adjustment Amount multiplied by the Escrow Share of Post-Closing Adjustment less (2) the Seller Representative Expenses, by wire transfer of immediately available funds to the bank account(s) specified by XXXX in writing and (y) any and all remaining funds in the Escrow Account to the Transferring Holders. Notwithstanding the foregoing, if the amount of the funds in the Escrow Account released to XXXX is less than the Escrow Share of Post-Closing Adjustment times the absolute value of the Final Adjustment Amount, XXXX agrees to provide notice to each Transferring Holder (i) that each such account as directed by Buyer or Transferring Holder has an obligation to contribute such holder’s Escrow Share Percentage Per Transferring Holder of such shortfall to XXXX and (ii) requesting prompt payment of such amount. To the Member Representativeextent any Transferring Holder pays more than its Escrow Share Percentage Per Transferring Holder of the Escrow Share of Post-Closing Adjustment of the Final Adjustment Amount, as such Transferring Holder shall have a right of contribution from each Transferring Holder who has not paid such Transferring Holder’s Escrow Share Percentage Per Transferring Holder of the case may beEscrow Share of Post-Closing Adjustment of the Final Adjustment Amount. The Seller Representative shall holdback any amounts otherwise payable to any Transferring Holders who owe a contribution pursuant to the foregoing sentence, including from any amounts payable in respect of any Contingent Litigation Proceeds, and shall pay such contribution amounts to any Transferring Holders who are entitled to receive any such contribution.

Payments of Post-Closing Adjustment. If the Post-Closing Adjustment is a positive number, Buyer will pay the Member Representative an amount equal to the Post-Closing Adjustment. Upon payment of such Post-Closing Adjustment by Buyer to the Member Representative, Buyer shall be fully released and discharged of any obligation to Sellers with respect to payment of the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative number, Buyer and the Member Representative shall deliver joint written instructions to the Escrow Agent to make payment as soon as reasonably practicable (and in any event, within two (2) Business Days after receipt of such joint written instructions) to Buyer from the Working Capital Escrow Fund in an amount equal to the Post-Closing Adjustment, or if the Working Capital Escrow Fund is insufficient, Buyer may claim any remaining amount due to it in respect of the Post-Closing Adjustment directly from Sellers, and Sellers, or the Member Representative from funds it holds for the benefit of Sellers, will pay Buyer any shortfall. Upon payment to Buyer from the Working Capital Escrow Fund and, if required, Sellers as provided in the preceding sentences, Member Representative and Seller shall be fully released and discharged of any obligation to Buyer with respect to payment of the Post-Closing Adjustment. After giving effect to any payment to Buyer contemplated by the immediately preceding sentence, if any, the remaining balance of the Working Capital Escrow Fund promptly will be disbursed to the Member Representative. (a) Except as otherwise provided in this Agreementherein, any payment of the Post-Closing Adjustment: , together with interest calculated as set forth below, shall (bA) is be due (ix) within five (5) Business Days after of acceptance of the Final applicable Closing Working Capital Statement is accepted, or (iiy) if there are Disputed Amounts, then within five (5) Business Days after of the Disputed Amounts are resolvedresolution described in clause (v) above; and and (cB) must be paid by wire transfer of immediately available funds to such account as is directed by Buyer or the Member RepresentativeSeller, as the case may be. Any payment of the Post-Closing Adjustment owed by Seller to Buyer shall be paid by the Escrow Agent pursuant to the terms of the Escrow Agreement: (X) from the Purchase Price Adjustment Escrow Fund, and (Y) to the extent the amount of the Post-Closing Adjustment exceeds the amount available in the Purchase Price Adjustment Escrow Fund, from the Indemnification Escrow Fund. The amount of any Post-Closing Adjustment shall bear interest from and including the Closing Date to and including the date of payment at a rate per annum equal to two percent (2%). Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsed. The Purchase Price Adjustment Escrow Fund shall terminate within six (6) months of the Closing Date pursuant to joint escrow instructions signed by both Parties; provided that there are no Disputed Amounts. In the event that there are Disputed Amounts, the Purchase Price Adjustment Escrow Fund termination shall be extended until there is a final resolution of the Disputed Amounts. The foregoing notwithstanding, the Parties may agree to release the Undisputed Amounts.

Payments of Post-Closing Adjustment. If the Post-Closing Adjustment is a positive number, Buyer will pay the Member Representative an amount equal to the Post-Closing Adjustment. Upon payment of such Post-Closing Adjustment by Buyer to the Member Representative, Buyer shall be fully released and discharged of any obligation to Sellers with respect to payment of the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative number, Buyer and the Member Representative shall deliver joint written instructions to the Escrow Agent to make payment as soon as reasonably practicable (and in any event, within two (2) Business Days after receipt of such joint written instructions) to Buyer from the Working Capital Escrow Fund in an amount equal to the Post-Closing Adjustment, or if the Working Capital Escrow Fund is insufficient, Buyer may claim any remaining amount due to it in respect of the Post-Closing Adjustment directly from Sellers, and Sellers, or the Member Representative from funds it holds for the benefit of Sellers, will pay Buyer any shortfall. Upon payment to Buyer from the Working Capital Escrow Fund and, if required, Sellers as provided in the preceding sentences, Member Representative and Seller shall be fully released and discharged of any obligation to Buyer with respect to payment of the Post-Closing Adjustment. After giving effect to any payment to Buyer contemplated by the immediately preceding sentence, if any, the remaining balance of the Working Capital Escrow Fund promptly will be disbursed to the Member Representative. (a) Except as otherwise provided in this Agreementherein, any payment of the Post-Closing Adjustment: Adjustment shall (bA) is be due (ix) within five Business Days after of acceptance of the Final applicable Closing Working Capital Statement is accepted, or (iiy) if there are Disputed Amounts, then within five Business Days after of the Disputed Amounts are resolvedresolution described in clause (v) above; and and (cB) must be paid by wire transfer of immediately available funds to such account as is directed by Buyer or the Member RepresentativeSeller, as the case may be. Any payment of the Post-Closing Adjustment owed by Seller to Buyer shall first be paid by the Escrow Agent from the Working Capital Escrow Amount pursuant to the terms of the Escrow Agreement. If payment of the Post-Closing Adjustment is owed by Seller to Buyer and the Post-Closing Adjustment is larger than the Working Capital Escrow Amount, Seller shall pay to Buyer the remainder of the Post-Closing Adjustment that was not paid from the Working Capital Escrow Amount, such payment to be made by wire transfer of immediately available funds to such account as directed by Buyer. In the event of any payment of the Post-Closing Adjustment owing by Buyer to Seller and there is a balance remaining of the Working Capital Escrow Amount after any Post-Closing Adjustment paid pursuant to the Scepter Purchase Agreement, forthwith upon such determination, the Working Capital Escrow Amount shall also be released in its entirety together with all accrued interest thereon by the Escrow Agent to Sellers and Buyer shall timely cooperate and provide any written authorization or direction to the Escrow Agent as prescribed under the Escrow Agreement to facilitate such release.

Payments of Post-Closing Adjustment. If the Post-Closing Adjustment is a positive numberFinal Cash Consideration exceeds the Estimated Cash Consideration, Buyer will pay the Member Representative an amount equal to the Post-Closing Adjustment. Upon payment of such Post-Closing Adjustment by Buyer to the Member Representative, Buyer shall be fully released and discharged of any obligation to Sellers with respect to payment of the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative number, Buyer and the Member Representative shall deliver joint written instructions to the Escrow Agent to make payment as soon as reasonably practicable (and in any eventthen, within two (2) Business Days after receipt of such joint written instructions) to Buyer from the Working Capital Escrow Fund in an amount equal to the Post-Closing Adjustment, or if the Working Capital Escrow Fund is insufficient, Buyer may claim any remaining amount due to it in respect final determination of the Post-Closing Adjustment directly from SellersFinal Cash Consideration in accordance with this Section 2.04, and Sellers, or the Member Representative from funds it holds for the benefit of Sellers, will pay Buyer any shortfall. Upon payment to Buyer from the Working Capital Escrow Fund and, if required, Sellers as provided in the preceding sentences, Member Representative and Seller shall be fully released and discharged of any obligation to Buyer with respect to payment of the Post-Closing Adjustment. After giving effect to any payment to Buyer contemplated by the immediately preceding sentence, if any, the remaining balance of the Working Capital Escrow Fund promptly will be disbursed to the Member Representative. (a) Except as otherwise provided in this Agreement, any payment of the Post-Closing Adjustment: (b) is due (i) within five Business Days after Buyer shall pay to each Seller such Seller’s Pro Rata Share of the Final Closing Working Capital Statement is accepted, or (ii) if there are Disputed Amounts, then within five Business Days after the Disputed Amounts are resolved; and (c) must be paid amount of such excess by wire transfer of immediately available funds to such Seller’s Purchase Price Bank Account, and (ii) Buyer and the Sellers’ Representative shall instruct the Escrow Agent to pay to each Seller such Seller’s Pro Rata Share of the then current balance of the Purchase Price Adjustment Escrow Fund in accordance with the Escrow Agreement. If the Estimated Cash Consideration exceeds the Final Cash Consideration, then, within two (2) Business Days after the final determination of the Final Cash Consideration in accordance with this Section 2.04, Buyer and the Sellers’ Representative shall instruct the Escrow Agent to pay to (A) Buyer the amount of such excess out of the then current balance of the Purchase Price Adjustment Escrow Fund in accordance with the Escrow Agreement, and (B) each Seller such Seller’s Pro Rata Share of the then remaining balance of the Purchase Price Adjustment Escrow Fund, if any after making such payment to Buyer, in accordance with the Escrow Agreement; provided, however, if the then current balance of the Purchase Price Adjustment Escrow Fund is insufficient to cover the entire amount payable to Buyer pursuant to clause (A) of this Section 2.04(d), then Sellers, Jointly/Severally, shall promptly pay to Buyer the unpaid portion of such amount by wire transfer of immediately available funds to the account as directed designated by Buyer or to the Member RepresentativeSellers’ Representative in writing; provided, as further, however, (but without limiting the case foregoing) if the then current balance of the Purchase Price Adjustment Escrow Fund is insufficient to cover the entire amount payable to Buyer pursuant to this Section 2.04(d), Buyer may beelect, in its sole discretion, to recover the shortfall from the Indemnification Escrow Fund (and, in the event of such election, the Sellers’ Representative and Buyer shall jointly instruct the Escrow Agent accordingly).

Payments of Post-Closing Adjustment. If the Post-Closing Adjustment is a positive number, Buyer will pay the Member Representative an amount equal to the Post-Closing Adjustment. Upon payment of such Post-Closing Adjustment by Buyer to the Member Representative, Buyer shall be fully released and discharged of any obligation to Sellers with respect to payment of the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative number, Buyer and the Member Representative shall deliver joint written instructions to the Escrow Agent to make payment as soon as reasonably practicable (and in any event, within two (2) Business Days after receipt of such joint written instructions) to Buyer from the Working Capital Escrow Fund in an amount equal to the Post-Closing Adjustment, or if the Working Capital Escrow Fund is insufficient, Buyer may claim any remaining amount due to it in respect of the Post-Closing Adjustment directly from Sellers, and Sellers, or the Member Representative from funds it holds for the benefit of Sellers, will pay Buyer any shortfall. Upon payment to Buyer from the Working Capital Escrow Fund and, if required, Sellers as provided in the preceding sentences, Member Representative and Seller shall be fully released and discharged of any obligation to Buyer with respect to payment of the Post-Closing Adjustment. After giving effect to any payment to Buyer contemplated by the immediately preceding sentence, if any, the remaining balance of the Working Capital Escrow Fund promptly will be disbursed to the Member Representative. (a) Except as otherwise provided in this Agreementherein, any payment of the Post-Closing Adjustment: Adjustment shall (bA) is be due (ix) within five Business Days after of acceptance of the Final applicable Closing Working Capital Statement is accepted, or (iiy) if there are Disputed Amounts, then within five Business Days after of the Disputed Amounts are resolvedresolution described in clause (v) above; and and (cB) must be paid by wire transfer of immediately available funds to such account as is directed by Buyer or the Member RepresentativeScepter, as the case may be. Any payment of the Post-Closing Adjustment owed by Scepter to Buyer shall be paid by the Escrow Agent from the Working Capital Escrow Amount pursuant to the terms of the Escrow Agreement. If payment of the Post-Closing Adjustment is owed by Scepter to Buyer and the Post-Closing Adjustment is larger than the Working Capital Escrow Amount, Scepter shall pay to Buyer the remainder of the Post-Closing Adjustment that was not paid from the Working Capital Escrow Amount, such payment to be made by wire transfer of immediately available funds to such account as directed by Buyer. In the event of any payment of the Post-Closing Adjustment owing by Buyer to Scepter and there is a balance remaining of the Working Capital Escrow Amount after any Post-Closing Adjustment paid pursuant to the Eco One Purchase Agreement, forthwith upon such determination, the Working Capital Escrow Amount shall also be released in its entirety together with all accrued interest thereon by the Escrow Agent to Sellers and Buyer shall timely cooperate and provide any written authorization or direction to the Escrow Agent as prescribed under the Escrow Agreement to facilitate such release.

Payments of Post-Closing Adjustment. If the Post-Closing Adjustment is a positive number, Buyer will pay the Member Representative an amount equal to the Post-Closing Adjustment. Upon payment of such Post-Closing Adjustment by Buyer to the Member Representative, Buyer shall be fully released and discharged of any obligation to Sellers with respect to payment determination of the Post-Final Closing Adjustment. If Date Net Working Capital: (i) if the Post-Final Closing Adjustment Date Net Working Capital is a negative numbergreater than the Estimated Closing Date Net Working Capital, Buyer and Sellers shall, as promptly as practicable, but in no event later than five (5) Business Days following the Member Representative shall deliver determination of the Final Closing Date Net Working Capital, provide a joint written instructions instruction to the Escrow Agent to make payment release the entire Adjustment Escrow Amount to Sellers, as soon as reasonably practicable (provided in the Escrow Agreement, and in any event, within two (2) Business Days after receipt of such joint written instructions) Buyer shall pay to Buyer from the Working Capital Escrow Fund in Sellers an amount equal to the Post-Closing Adjustmentsuch difference, or if the Working Capital Escrow Fund is insufficient, Buyer may claim any remaining amount due to it in respect of the Post-Closing Adjustment directly from Sellers, and Sellers, or the Member Representative from funds it holds for the benefit of Sellers, will pay Buyer any shortfall. Upon payment to Buyer from the Working Capital Escrow Fund and, if required, Sellers as provided in the preceding sentences, Member Representative and Seller shall be fully released and discharged of any obligation to Buyer with respect to payment of the Post-Closing Adjustment. After giving effect to any payment to Buyer contemplated by the immediately preceding sentence, if any, the remaining balance of the Working Capital Escrow Fund promptly will be disbursed to the Member Representative. (a) Except as otherwise provided in this Agreement, any payment of the Post-Closing Adjustment: (b) is due (i) within five Business Days after the Final Closing Working Capital Statement is accepted, or (ii) if there are Disputed Amounts, then within five Business Days after the Disputed Amounts are resolved; and (c) must be paid by wire transfer of immediately available funds to the account(s) designated in writing by Sellers; (ii) if the Estimated Closing Date Net Working Capital is greater than the Final Closing Date Net Working Capital, then Buyer and Sellers shall, as promptly as practicable, but in no event later than five (5) Business Days following the determination of the Final Closing Date Net Working Capital, provide a joint written instruction to the Escrow Agent to release an amount equal to such account as directed by difference to Buyer or its designee from the Member RepresentativeAdjustment Escrow Account as provided in the Escrow Agreement, and (A) if the Estimated Closing Date Net Working Capital is greater than the Final Closing Date Net Working Capital but such difference is less than the Adjustment Escrow Amount, then the portion of the Adjustment Escrow Amount remaining following such payment to Buyer or its designee shall be released to Sellers as provided in the Escrow Agreement; (B) if the Estimated Closing Date Net Working Capital is greater than the Final Closing Date Net Working Capital and such difference is greater than the Adjustment Escrow Amount, then Buyer and Sellers shall, concurrently with the delivery of the joint written instruction to the Escrow Agent provided for in Section 2.6(c)(ii) above, provide a joint written instruction to the Escrow Agent to release the amount of such excess to Buyer from the Indemnity Escrow Account, as provided in the case may beEscrow Agreement, and Seller shall have the obligation to, within five (5) Business Days, deposit, or cause to be deposited, into the Indemnity Escrow Account, by wire transfer of immediately available funds, an amount equal to the amount so released to Buyer from the Indemnity Escrow Account; or (C) if the Estimated Closing Date Net Working Capital is greater than the Final Closing Date Net Working Capital and such difference is greater than the aggregate sum of the Adjustment Escrow Amount and the Indemnity Escrow Amount, in addition to the process and obligations set forth in Section 2.6(c)(ii)(B) above, Sellers shall have the obligation to pay the amount of such excess to Buyer or its designee by wire transfer of immediately available funds to the account(s) designated in writing by Buyer; and (iii) if the Final Closing Date Net Working Capital is equal to the Estimated Closing Date Net Working Capital, Buyer and Sellers shall, as promptly as practicable, but in no event later than five (5) Business Days following the determination of the Final Closing Date Net Working Capital, provide a joint written instruction to the Escrow Agent to release the entire Adjustment Escrow Amount to Sellers, as provided in the Escrow Agreement.

Payments of Post-Closing Adjustment. (1) The post-closing adjustment shall be an amount equal to the sum of (I) Final Net Working Capital plus (or minus) the Final Cash Adjustment minus Final Closing Indebtedness minus Final Transaction Expenses, minus the sum of (II) Estimated NWC plus (or minus) the Closing Cash Adjustment minus Estimated Indebtedness minus Estimated Transaction Expenses (the “Post-Closing Adjustment”). If the Post-Closing Adjustment is a positive number, Buyer will shall pay to Sellers, as directed by the Member Representative Sellers’ Representative, an amount equal to the Post-Closing Adjustment. Upon payment of such Post-Closing Adjustment by Buyer to the Member Representative, Buyer shall be fully released and discharged of any obligation to Sellers with respect to payment of the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative number, Buyer and the Member Representative Sellers shall deliver joint written instructions to the Escrow Agent to make payment as soon as reasonably practicable (and in any event, within two (2) Business Days after receipt of such joint written instructions) pay to Buyer from the Working Capital Escrow Fund in an amount equal to the Post-Closing AdjustmentAdjustment out of the Purchase Price Adjustment Escrow Amount or, or if the Working Capital Escrow Fund is insufficient, Buyer may claim any remaining amount due to it in respect of the Post-Closing Adjustment directly from Sellersexceeds the Purchase Price Adjustment Escrow Amount, and Sellers, or the Member Representative from funds it holds for the benefit of Sellers, will pay Buyer any shortfall. Upon payment to Buyer from the Working Capital Escrow Fund and, if required, by Sellers as provided in the preceding sentences, Member Representative and Seller shall be fully released and discharged of any obligation to Buyer with respect to payment of the Post-Closing Adjustment. After giving effect to any payment to Buyer contemplated by the immediately preceding sentence, if any, the remaining balance of the Working Capital Escrow Fund promptly will be disbursed to the Member Representativedirectly. (a2) Except as otherwise provided in this Agreementherein, any payment of the Post-Closing Adjustment: (b) is Adjustment shall be due (i) within five (5) Business Days after of acceptance of the Final applicable Post-Closing Working Capital Statement is accepted, Statement; or (ii) if there are Disputed Amounts, then within five (5) Business Days after of the Disputed Amounts are resolvedfinal resolution of such disputes in accordance with this Section 2.3; and (c) must and be paid by wire transfer of immediately available funds to such account as is directed by Buyer Bxxxx or the Member RepresentativeSellers, as the case may be. Any Post-Closing Adjustment will be allocated among the Companies pro rata, in accordance with the allocation of Closing Cash Consideration set forth in Section 2.2.

Payments of Post-Closing Adjustment. Except as otherwise provided herein, any payment of the Post-Closing Adjustment shall be due (A) within ten (10) Business Days of acceptance of the applicable Closing Working Capital Statement, or (B) if there are Disputed Amounts, then within ten (10) Business Days of the resolution described in Section 2.07(c)(v). If the Post-Closing Adjustment is a positive number, Buyer will pay (X) the Member Representative an amount equal to the Post-Closing Adjustment. Upon payment of such Post-Closing Adjustment by Buyer to the Member Representative, Buyer Purchase Price shall be fully released and discharged of any obligation to Sellers with respect to payment increased by the amount of the Post-Closing Adjustment, (Y) (1) with respect to amounts payable to Sellers (other than amounts payable to the Option Holders in respect of their Options), Buyer shall pay to Sellers an amount equal to the value of the portion of the Post-Closing Adjustment payable to such Sellers by wire transfer to one or more accounts as may be designated by Shareholder Representative, and (2) with respect to amounts payable to Option Holders in respect of their Options, Buyer shall pay to the Company an amount equal to the value of the portion of the Post-Closing Adjustment payable to such Option Holders by wire transfer to an account as may be designated by the Company for distribution to such Option Holders through the Company’s payroll, and (Z) any portion of the Working Capital Escrow Amount remaining in the Working Capital Escrow Account shall be disbursed to Sellers in accordance with the terms and provisions of the Escrow Agreement. If the Post-Closing Adjustment is a negative number, (W) the Purchase Price shall be decreased by the amount of such Post-Closing Adjustment, (X) Buyer and the Member Shareholder Representative shall deliver joint written instructions to cause the Escrow Agent to make payment as soon as reasonably practicable (and in any event, within two (2) Business Days after receipt of such joint written instructions) disburse to Buyer from the Working Capital Escrow Fund in Account an amount equal to the value of the Post-Closing Adjustment, or if the Working Capital Escrow Fund is insufficient, Buyer may claim (Y) any remaining amount due to it in respect of the Post-Closing Adjustment directly from Sellers, and Sellers, or the Member Representative from funds it holds for the benefit of Sellers, will pay Buyer any shortfall. Upon payment to Buyer from the Working Capital Escrow Fund and, if required, Sellers as provided in the preceding sentences, Member Representative and Seller shall be fully released and discharged of any obligation to Buyer with respect to payment of the Post-Closing Adjustment. After giving effect to any payment to Buyer contemplated by the immediately preceding sentence, if any, the remaining balance portion of the Working Capital Escrow Fund promptly will Amount remaining in the Working Capital Escrow Account, if any, shall be disbursed to Sellers in accordance with the Member Representative. (a) Except as otherwise provided in this terms and provisions of the Escrow Agreement, any payment of the and (Z) if such Post-Closing Adjustment: (b) Adjustment is due (i) within five Business Days after greater than the Final Closing Working Capital Statement is acceptedEscrow Amount, or each Seller shall pay, on a pro rata basis (ii) if there are Disputed Amountseach Seller’s pro rata portion being as set forth on Exhibit B), then within five Business Days after to Buyer the Disputed Amounts are resolved; and (c) must be paid difference between such Post-Closing Adjustment and the Working Capital Escrow Amount, by wire transfer to an account designated by Buyer. The amount of immediately available funds to such account as directed by Buyer or the Member Representative, as the case may beany Post-Closing Adjustment shall not bear interest.

Payments of Post-Closing Adjustment. If the Post-Closing Adjustment is a positive number, Buyer will pay the Member Representative an amount equal to the Post-Closing Adjustment. Upon payment of such Post-Closing Adjustment by Buyer to the Member Representative, Buyer shall be fully released and discharged of any obligation to Sellers with respect to payment of the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative number, Buyer and the Member Representative shall deliver joint written instructions to the Escrow Agent to make payment as soon as reasonably practicable (and in any event, within two (2) Business Days after receipt of such joint written instructions) to Buyer from the Working Capital Escrow Fund in an amount equal to the Post-Closing Adjustment, or if the Working Capital Escrow Fund is insufficient, Buyer may claim any remaining amount due to it in respect of the Post-Closing Adjustment directly from Sellers, and Sellers, or the Member Representative from funds it holds for the benefit of Sellers, will pay Buyer any shortfall. Upon payment to Buyer from the Working Capital Escrow Fund and, if required, Sellers as provided in the preceding sentences, Member Representative and Seller shall be fully released and discharged of any obligation to Buyer with respect to payment of the Post-Closing Adjustment. After giving effect to any payment to Buyer contemplated by the immediately preceding sentence, if any, the remaining balance of the Working Capital Escrow Fund promptly will be disbursed to the Member Representative. (a) Except as otherwise provided in this Agreementherein, any payment of the Post-Closing Adjustment: , together with interest calculated as set forth below, shall (bA) is be due (ix) within five (5) Business Days after of acceptance of the Final Closing Working Capital Statement is accepted, or (iiy) if there are any Disputed Amounts, then within five (5) Business Days after of the Disputed Amounts are resolvedresolution described in Section 2.04(c)(v) above; and and (cB) must be paid by wire transfer of immediately available funds to, (1) with respect to an amount owed to Buyer, such account as directed in writing by Buyer to Seller Representative or (2) with respect to an amount owed to Sellers, in such amounts based upon the Member Purchase Price Allocation Percentages and to such accounts as directed in writing by Seller Representative to Buyer. Any payment of the Post-Closing Adjustment owed by Sellers to Buyer shall be paid first by the Escrow Agent pursuant to the terms of the Escrow Agreement from the Purchase Price Adjustment Escrow Fund and, (C) to the extent the amount of the Post-Closing Adjustment exceeds the amount available in the Purchase Price Adjustment Escrow Fund, Sellers shall, jointly and severally, pay or cause to be paid any such remaining amount directly to Buyer or (D) to the extent the amount of the Purchase Price Adjustment Escrow exceeds the Post-Closing Adjustment, the amount of such excess shall be paid by Escrow Agent to Seller Representative, for further distribution to the Sellers based on the Purchase Price Allocation Percentages, pursuant to the terms of the Escrow Agreement. If payment of the Post-Closing Adjustment is owed to Sellers by Buyer, the Purchase Price Adjustment Escrow Fund shall be paid by Escrow Agent to Seller Representative, for further distribution to the Sellers based on the Purchase Price Allocation Percentages, pursuant to the terms of the Escrow Agreement. The amount of any Post-Closing Adjustment shall bear interest from and including the later of the date of acceptance of the Closing Statement or to and including the date of payment at a rate per annum equal to prime rate as quoted in the case may beMoney Rates Section of The Wall Street Journal on the date that the Statement of Objections was delivered to Buyer. Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsed.

Payments of Post-Closing Adjustment. If the Post-Closing Adjustment is a positive number, Buyer will pay the Member Representative an amount equal to the Post-Closing Adjustment. Upon payment of such Post-Closing Adjustment by Buyer to the Member Representative, Buyer shall be fully released and discharged of any obligation to Sellers with respect to payment of the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative number, Buyer and the Member Representative shall deliver joint written instructions to the Escrow Agent to make payment as soon as reasonably practicable (and in any event, within two (2) Business Days after receipt of such joint written instructions) to Buyer from the Working Capital Escrow Fund in an amount equal to the Post-Closing Adjustment, or if the Working Capital Escrow Fund is insufficient, Buyer may claim any remaining amount due to it in respect of the Post-Closing Adjustment directly from Sellers, and Sellers, or the Member Representative from funds it holds for the benefit of Sellers, will pay Buyer any shortfall. Upon payment to Buyer from the Working Capital Escrow Fund and, if required, Sellers as provided in the preceding sentences, Member Representative and Seller shall be fully released and discharged of any obligation to Buyer with respect to payment of the Post-Closing Adjustment. After giving effect to any payment to Buyer contemplated by the immediately preceding sentence, if any, the remaining balance of the Working Capital Escrow Fund promptly will be disbursed to the Member Representative. (ai) Except as otherwise provided in this Agreementherein, any payment of the Post-Closing Adjustment: Adjustment shall (bA) is be due (ix) within five 5 Business Days after of acceptance of the Final applicable Closing Working Capital Statement is acceptedStatement, or (iiy) if there are Disputed Amounts, then within five 5 Business Days after of the Disputed Amounts are resolvedresolution described in clause (v) above; and and (cB) must be paid by wire transfer of immediately available funds to such account as is directed by Buyer or the Member RepresentativeSellers, as the case may be. (ii) Any payment of the Post-Closing Adjustment owed by Sellers to Buyer shall be paid by the Escrow Agent pursuant to the terms of the Escrow Agreement from the Purchase Price Adjustment Escrow Fund. In the event that the amount of such Post-Closing Adjustment is less than the amount of the Purchase Price Adjustment Escrow Fund, such excess amount shall be paid by the Escrow Agent to SBE Holdco pursuant to the terms of the Escrow Agreement. In the event that the amount of such Post-Closing Adjustment is greater than the amount of the Purchase Price Adjustment Escrow Fund, such excess amount shall be paid by the Escrow Agent to the Buyer from the Indemnification Escrow Fund pursuant to the terms of the Escrow Agreement. For the avoidance of doubt, in the event that any payment of the Post-Closing Adjustment is owed by Buyer to the Sellers, the entire amount of the Escrow Fund shall be paid by the Escrow Agent to SBE Holdco pursuant to the terms of the Escrow Agreement.