Common use of Payments on Closing Clause in Contracts

Payments on Closing. (a) No later than five (5) business days prior to the Closing Date, FSI and Metron shall agree on an estimate of the aggregate Purchase Price (the “Estimated Purchase Price”) equal to (i) the Premium, (ii) an estimate of the Inventory and Equipment Payments (based on the most recent Products and Spare Parts Inventory Listing and the Demonstration Equipment Listing delivered by Metron in accordance with Sections 3.1(b) and 3.1(c) and subject to application of the limitations on FSI inventory repurchase obligations in Section 3.3), (iii) an estimate of any value added taxes assessable on the Product Inventory, Spare Parts Inventory and Demonstration Equipment, to the extent required by law, (iv) an estimate of the Transferred Employee Tools and Equipment Purchase Price, (v) an estimate of the System Start-Up Compensation (based on the most recent System Start-Up Listing delivered by Metron in accordance with Section 4.2(b) and the parties’ good faith estimate of Closing Date System Start-Ups and related percentage completion), (vi) an estimate of the Service/Applications Support Compensation (based on the most recent Service/Applications Support Contract Listing delivered by Metron in accordance with Section 4.4(b)), and (vii) an estimate of the Warranty Compensation (based on the most recent Warranty Listing delivered by Metron in accordance with Section 4.5(c)). Each such Listing, and each such estimate, shall be separately identified for each Metron Selling Affiliate listed in Exhibit A. (b) On the Closing Date, if the amount of the Estimated Purchase Price is greater than the amount of the Cash Advance, FSI shall for itself and on behalf of the FSI Purchasing Affiliates (i) pay to Metron, which shall take receipt for itself and on behalf of the Metron Selling Affiliates, an amount (the “FSI Closing Date Payment”) in United States Dollars equal to the Estimated Purchase Price less the amount of the Cash Advance and less the FSI Holdback Amount and (ii) shall forgive all amounts outstanding under the Note in respect of the Cash Advance. For purposes of this Agreement, the “FSI Holdback Amount” shall be an amount equal to the lesser of (x) U.S. $750,000 and (y) the difference between the Estimated Purchase Price and the amount of the Cash Advance. Subject to obtaining the required ratification or approval by the shareholders of Metron, a portion of the FSI Closing Date Payment in an amount equal to U.S. $2,750,000 (the “Metron Shares Value”) shall be made by FSI’s assignment and transfer to Metron or its designated agent of share certificates representing 1,154,492 shares of Metron Common Stock (the “Metron Shares”). In the event that such shareholder ratification or approval is not obtained prior to the Closing Date, the FSI Closing Date Payment shall consist entirely of cash. In addition, in the event that the Metron Shares Value exceeds the FSI Closing Date Payment, the number of Metron Shares shall be reduced to a number representing the amount of the FSI Closing Date Payment. The cash portion of the FSI Closing Date Payment shall be made by wire transfer of immediately available funds to an account designated in writing by Metron. (c) On the Closing Date, if the Estimated Purchase Price is less than the amount of the Cash Advance, (i) Metron shall pay FSI an amount (the “Metron Closing Date Payment”) in United States Dollars equal to the Cash Advance less the amount of the Estimated Purchase Price and (ii) FSI shall forgive all amounts outstanding under the Note in respect of the Cash Advance. The Metron Closing Date Payment shall be made by wire transfer of immediately available funds to an account designated in writing by FSI.

Payments on Closing. (a1) No later than five (5) business days prior to the Closing Date, FSI and Metron shall agree on an estimate of the aggregate Purchase Price (the “Estimated Purchase Price”) equal to (i) the Premium, (ii) an estimate of the Inventory and Equipment Payments (based on the most recent Products and Spare Parts Inventory Listing and the Demonstration Equipment Listing delivered by Metron in accordance with Sections 3.1(b) and 3.1(c) and subject to application of the limitations on FSI inventory repurchase obligations in Section 3.3), (iii) an estimate of any value added taxes assessable on the Product Inventory, Spare Parts Inventory and Demonstration Equipment, to the extent required by law, (iv) an estimate of the Transferred Employee Tools and Equipment Purchase Price, (v) an estimate of the System Start-Up Compensation (based on the most recent System Start-Up Listing delivered by Metron in accordance with Section 4.2(b) and the parties’ good faith estimate of Closing Date System Start-Ups and related percentage completion), (vi) an estimate of the Service/Applications Support Compensation (based on the most recent Service/Applications Support Contract Listing delivered by Metron in accordance with Section 4.4(b)), and (vii) an estimate of the Warranty Compensation (based on the most recent Warranty Listing delivered by Metron in accordance with Section 4.5(c)). Each such Listing, and each such estimate, shall be separately identified for each Metron Selling Affiliate listed in Exhibit A. (b) On the Closing Date, if the amount of the Estimated Purchase Price is greater than the amount of the Cash Advance, FSI shall for itself and on behalf of the FSI Purchasing Affiliates (i) pay to Metron, which shall take receipt for itself and on behalf of the Metron Selling Affiliates, an amount (the “FSI Closing Date Payment”) in United States Dollars equal to the Estimated Purchase Price less the amount of the Cash Advance and less the FSI Holdback Amount and (ii) shall forgive all amounts outstanding under the Note in respect of the Cash Advance. For purposes of this Agreement, the “FSI Holdback Amount” shall be an amount equal to the lesser of (x) U.S. $750,000 and (y) the difference between the Estimated Purchase Price and the amount of the Cash Advance. Subject to obtaining the required ratification or approval by the shareholders of Metron, a portion of the FSI Closing Date Payment in an amount equal to U.S. $2,750,000 (the “Metron Shares Value”) shall be made by FSI’s assignment and transfer to Metron or its designated agent of share certificates representing 1,154,492 shares of Metron Common Stock (the “Metron Shares”). In the event that such shareholder ratification or approval is not obtained At least three Business Days prior to the Closing Date, the FSI Corporation shall deliver to the Purchaser a certificate certified by the Chief Financial Officer of the Corporation setting forth: (a) an estimate of the Closing Working Capital (“Estimated Working Capital on Closing”) as at the Closing Date Payment shall consist entirely and based on the then current financial records of cash. In addition, in the event that Corporation; (b) an estimate of the Metron Shares Value exceeds Taxes payable by the FSI Corporation for the period ending the Closing Date Paymentless all instalments paid in respect of the period ending the Closing Date (the “Estimated Unpaid Taxes”); (c) an estimate of the Transaction Expenses; and (d) an estimate of the Rebate Adjustment (the “Estimated Rebate Adjustment”). (2) The Chief Financial Officer of the Corporation shall at least six Business Days prior to the Closing Date (x) work with a representative of the Purchaser in preparing such certificate with a view to reaching a common understanding and mutual agreement, such agreement not to be unreasonably withheld or delayed, of the Estimated Working Capital on Closing, the Estimated South American Debt, the Estimated Unpaid Taxes, the Transaction Expenses and the Estimated Rebate Adjustment; and (y) provide the Purchaser and its representative access to the financial records relevant to the preparation of such certificate and the determination of such estimate. At least three Business Days prior to the Closing Date, the Corporation shall also deliver to the Purchaser the payout letters as to the Bank Debt as contemplated in Section 7.1(10)(a). (3) The amount payable on the Closing Date on account of the Purchase Price shall be equal to the Base Purchase Price: (a) less the amount to be advanced as a loan by the Purchaser to the Corporation under Section 2.3(4); (b) less the Estimated Unpaid Taxes; (c) less the Estimated South American Debt; (d) less all unpaid Transaction Expenses; (e) less the Estimated Pension Plan Deficiency; and, (f) plus the Estimated Rebate Adjustment; and shall be paid and satisfied by the Purchaser by wire transfer in immediately available funds as follows: (g) as to the Escrow Amount, by payment of such amount to or to the order of the Escrow Agent, to be held in accordance with this Agreement and an escrow agreement (“Escrow Agreement”) to be entered into between the Vendors, the Purchaser and the Escrow Agent in a form reasonably acceptable to them; and (h) as to the balance (the “Balance”), by payment of such amount as provided in Schedule 2.3(3)(h). The Balance payable to the Vendors shall (i) be based on the purchase price allocation set out in Schedule 2.4 and the number of Metron Purchased Shares sold by each Vendor; and (ii) reflect the agreement of the Vendors to contribute their share of the Escrow Amount to be held under the Escrow Agreement. (4) In addition to the amount payable to the Vendors on the Closing Date on account of the Purchase Price as set out in Section 2.3(3), the Purchaser shall be reduced advance as a loan to a number representing the Corporation the aggregate amount of the FSI Bank Debt as of the Closing Date Payment. The cash portion of as specified in the FSI Closing Date Payment shall be made payout letters contemplated in Section 7.1(10)(a), by wire transfer of in immediately available funds to an account designated in writing by Metronor to the order of the applicable lender. (c5) On In accordance with the terms and conditions of the Escrow Agreement, the Escrow Amount shall be held by the Escrow Agent: (a) to be used to remit to the Purchaser the amount owing to the Purchaser as a result of any reduction of the Purchase Price pursuant to Section 2.5 of this Agreement; and (b) as continuing collateral security in accordance with the terms of the Escrow Agreement for the payment and performance of the obligations of the Vendors under Section 8.2 and used to satisfy any claim of the Purchaser made against the Vendors under Section 8.2. (6) Upon the expiry of 18 months from the Closing Date, the remaining Escrow Amount, if the Estimated Purchase Price is less than the amount of the Cash Advance, any (i) Metron shall pay FSI an amount (the “Metron Closing Date Payment”) in United States Dollars equal to the Cash Advance less the amount of any written claims made by the Estimated Purchase Price Purchaser under Section 8.2 during such 18 month period), shall be released from escrow and (ii) FSI shall forgive all amounts outstanding under remitted and allocated by the Note in respect Escrow Agent to or to the order of the Cash Advance. The Metron Closing Date Payment shall be made by wire transfer Vendors in accordance with the terms and conditions of immediately available funds to an account designated in writing by FSIthe Escrow Agreement.

Payments on Closing. Purchaser shall make the following payments at the Closing (acollectively, the “Closing Payments”): (i) No later than to Seller 1 the amount of Seller 1 Closing Payment by wire transfer of funds to such account as shall be designated by Seller 1 to Purchaser at least five (5) business days Business Days prior to the Closing Date, FSI and Metron shall agree on an estimate of the aggregate Purchase Price (the “Estimated Purchase Price”) equal to (i) the Premium, ; (ii) an estimate to Seller 2 the amount of Seller 2 Closing Payment by wire transfer of funds to such account as shall be designated by Seller 2 to Purchaser at least five Business Days prior to the Inventory and Equipment Payments (based on the most recent Products and Spare Parts Inventory Listing and the Demonstration Equipment Listing delivered by Metron in accordance with Sections 3.1(b) and 3.1(c) and subject to application of the limitations on FSI inventory repurchase obligations in Section 3.3), Closing Date; (iii) an estimate to Seller 3 the amount of any value added taxes assessable on the Product Inventory, Spare Parts Inventory and Demonstration Equipment, Seller 3 Closing Payment by wire transfer of funds to such account as shall be designated by Seller 3 to Purchaser at least five Business Days prior to the extent required by law, Closing Date; (iv) an estimate of the Transferred Employee Tools and Equipment Purchase Price, (v) an estimate of the System Start-Up Compensation (based on the most recent System Start-Up Listing delivered by Metron in accordance with Section 4.2(b) and the parties’ good faith estimate of Closing Date System Start-Ups and related percentage completion), (vi) an estimate of the Service/Applications Support Compensation (based on the most recent Service/Applications Support Contract Listing delivered by Metron in accordance with Section 4.4(b)), and (vii) an estimate of the Warranty Compensation (based on the most recent Warranty Listing delivered by Metron in accordance with Section 4.5(c)). Each such Listing, and each such estimate, shall be separately identified for each Metron Selling Affiliate listed in Exhibit A. (b) On the Closing Date, if the amount of the Estimated Purchase Price is greater than the amount of the Cash Advance, FSI shall for itself and on behalf of the FSI Purchasing Affiliates (i) pay to Metron, which shall take receipt for itself and on behalf of the Metron Selling Affiliates, an amount (the “FSI Closing Date Payment”) in United States Dollars equal to the Estimated Purchase Price less the amount of the Cash Advance and less the FSI Holdback Amount and (ii) shall forgive all amounts outstanding under the Note in respect of the Cash Advance. For purposes of this Agreement, the “FSI Holdback Amount” shall be Escrow Agent an amount equal to the lesser of Escrow Amount; (xv) U.S. $750,000 and (y) to the difference between account identified by the Estimated Purchase Price and Agent under the Credit Facilities in the Pay-Off Notice the amount of the Cash Advance. Subject Company Debt Obligations under the Credit Facilities as specified by Sellers’ Agent prior to obtaining Closing (being the required ratification or approval by amount considered between the shareholders of Metron, a portion Parties for the calculation of the FSI Closing Date Payment in an Estimated Share Purchase Price); (vi) to the service providers and other persons to whom Transaction Expenses are owed, such amounts as identified by Seller’ Agent to Purchaser prior to the Closing; (vii) to the Company the amount equal to U.S. $2,750,000 (the “Metron Shares Value”) SAR Expenses by wire transfer of funds to such account as shall be made designated by FSI’s assignment and transfer the Company to Metron or its designated agent of share certificates representing 1,154,492 shares of Metron Common Stock (the “Metron Shares”). In the event that such shareholder ratification or approval is not obtained Purchaser at least five Business Days prior to the Closing Date, Date which account will be utilized by the FSI Closing Date Payment shall consist entirely of cash. In addition, in the event that the Metron Shares Value exceeds the FSI Closing Date Payment, the number of Metron Shares shall be reduced Company to a number representing the amount pay such SAR Expenses (net of the FSI Closing Date Payment. The cash portion of the FSI Closing Date Payment Escrow Amount of USD 2,750,000 attributable to the SAR participants previously funded under clause (iv) above). For the avoidance of doubt, the Sellers and the Company shall use best efforts to avoid payment of Transaction Expenses not being tax deductible for the Company by allocating the respective Transaction Expenses to the Sellers. There shall be made by wire transfer no double counting of immediately available funds to an account designated the same line items in writing by Metron. (c) On the Closing Date, if the Estimated determination of Purchase Price is less than the amount of the Cash Advancecalculation elements such as Cash, (i) Metron shall pay FSI an amount (the “Metron Closing Date Payment”) in United States Dollars equal to the Cash Advance less the amount of the Estimated Purchase Price and (ii) FSI shall forgive all amounts outstanding under the Note in respect of the Cash Advance. The Metron Closing Date Payment shall be made by wire transfer of immediately available funds to an account designated in writing by FSICompany Debt Obligations, Working Capital etc.