Common use of Post-Closing Adjustment Amount Clause in Contracts

Post-Closing Adjustment Amount. (a) The “Adjustment Amount,” which may be positive or negative, shall mean (i) the amount, if any, by which the Closing Date Working Capital as reflected on the Final Purchase Price Adjustment Statement exceeds the Estimated Closing Date Working Capital as reflected on the Closing Date Statement (it being understood that, notwithstanding the foregoing, if the Closing Date Working Capital as reflected on the Final Purchase Price Adjustment Statement exceeds the Estimated Closing Date Working Capital by less than $50,000 of the Estimated Closing Date Working Capital, there shall be no adjustment to the Adjustment Amount pursuant to this clause (i)), minus (ii) the amount, if any, by which the Closing Date Working Capital as reflected on the Final Purchase Price Adjustment Statement is less than the Estimated Closing Date Working Capital (it being understood that, notwithstanding the foregoing, if the Closing Date Working Capital as reflected on the Final Purchase Price Adjustment Statement is less than the Estimated Closing Date Working Capital by less than $50,000 of the Estimated Closing Date Working Capital, there shall be no adjustment to the Adjustment Amount pursuant to this clause (ii)) plus (iii) the Estimated Closing Debt Amount as reflected on the Closing Date Statement minus the Closing Date Debt as reflected on the Final Purchase Price Adjustment Statement, plus (iv) the Closing Date Cash as reflected on the Final Purchase Price Adjustment Statement minus the Estimated Closing Cash Amount as reflected on the Closing Date Statement, plus (v) the Estimated Transaction Costs as reflected on the Closing Date Statement minus the Transaction Costs as reflected on the Final Purchase Price Adjustment Statement. (b) If the Adjustment Amount is a positive number or zero, then Buyer shall promptly transfer the Adjustment Amount to the accounts designated by the Contributors in accordance with the Allocation Schedule, which Adjustment Amount shall be payable, at Buyer’s election, in either cash or additional Class C Units which shall be issued at the Internalization Price Per Unit equal to the Adjustment Amount. (c) If the Adjustment Amount is a negative number, then Contributors Representative, on behalf of Contributors, shall promptly transfer or cause to be transferred a number of OP Units to Buyer valued at the Internalization Price Per Unit equal to the absolute value of such Adjustment Amount; provided, that if Contributors Representative fails to transfer such Class C Units, Buyer may elect to exercise the remedies set forth in Section 7.6. (d) Any amounts payable pursuant to this Section 1.7 shall be paid within three (3) Business Days after final determination pursuant to Section 1.6 of the Final Purchase Price Adjustment Statement, by either wire transfer of immediately available funds to an account designated by the Party receiving such payment or, in the case of Buyer a transfer of additional Class C Units or in the case of any Contributor a transfer of OP Units. (e) The Contributors and Buyer agree to treat any payment made pursuant to this Section 1.7 as an adjustment to the aggregate consideration for the Contributed Equity Interests for federal, state, local and non-U.S. income Tax purposes.

Post-Closing Adjustment Amount. (a) The “Adjustment Amount,” which may be positive or negative, shall mean (i) In order to determine the actual Working Capital, the actual Closing Indebtedness and the actual Company Transaction Costs on the Closing Date, and any corresponding adjustment to the Closing Purchase Price, Purchaser shall prepare (i) a balance sheet of the Company as of the Closing Date (as finally determined, the “Closing Date Balance Sheet”), (ii) a schedule of the Current Assets and Current Liabilities of the Company as of the Closing Date setting forth a calculation of the Working Capital as of the Closing Date (the “Final Working Capital” as reflected on the “Working Capital Schedule”), (iii) a schedule setting forth the Closing Indebtedness (the “Final Closing Indebtedness” as reflected on the “Indebtedness Schedule”), and (iv) a schedule of the Company Transaction Costs (the “Final Company Transaction Costs” as reflected on the “Company Transaction Costs Schedule”). On the basis of the Closing Date Balance Sheet, the Working Capital Schedule, the Indebtedness Schedule, and the Company Transaction Costs Schedule subject, however, to the rights of Purchaser and the Sellers as provided in Sections 2.4(d) and 2.4(e) below, and for purposes of calculating the Closing Purchase Price, the Base Purchase Price shall be: (A) decreased, on a dollar-for-dollar basis, by the amount, if any, by which that the Closing Date Final Working Capital as reflected on the Final Purchase Price Adjustment Statement exceeds the Estimated Closing Date Working Capital as reflected on the Closing Date Statement (it being understood that, notwithstanding is less than the foregoing, if the Closing Date Target Working Capital as reflected or increased, on the Final Purchase Price Adjustment Statement exceeds the Estimated Closing Date Working Capital a dollar-for-dollar basis, by less than $50,000 of the Estimated Closing Date Working Capital, there shall be no adjustment to the Adjustment Amount pursuant to this clause (i)), minus (ii) the amount, if any, by which that the Closing Date Final Working Capital as reflected on the Final Purchase Price Adjustment Statement is less than the Estimated Closing Date Working Capital (it being understood that, notwithstanding the foregoing, if the Closing Date Working Capital as reflected on the Final Purchase Price Adjustment Statement is less than the Estimated Closing Date Working Capital by less than $50,000 of the Estimated Closing Date Working Capital, there shall be no adjustment to the Adjustment Amount pursuant to this clause (ii)) plus (iii) the Estimated Closing Debt Amount as reflected on the Closing Date Statement minus is greater than the Closing Date Debt as reflected on Target Working Capital (the Final Purchase Price “Working Capital Adjustment Statement, plus (iv) the Closing Date Cash as reflected on the Final Purchase Price Adjustment Statement minus the Estimated Closing Cash Amount as reflected on the Closing Date Statement, plus (v) the Estimated Transaction Costs as reflected on the Closing Date Statement minus the Transaction Costs as reflected on the Final Purchase Price Adjustment Statement.Amount”); (bB) If the Adjustment Amount is decreased, on a positive number or zerodollar-for-dollar basis, then Buyer shall promptly transfer the Adjustment Amount to the accounts designated by the Contributors in accordance with the Allocation Schedule, which Adjustment Amount shall be payable, at Buyer’s election, in either cash or additional Class C Units which shall be issued at the Internalization Price Per Unit equal to the Adjustment Amount. (c) If the Adjustment Amount is a negative number, then Contributors Representative, on behalf of Contributors, shall promptly transfer or cause to be transferred a number of OP Units to Buyer valued at the Internalization Price Per Unit equal to the absolute value of such Adjustment Amount; provided, that if Contributors Representative fails to transfer such Class C Units, Buyer may elect to exercise the remedies set forth in Section 7.6. (d) Any amounts payable pursuant to this Section 1.7 shall be paid within three (3) Business Days after final determination pursuant to Section 1.6 amount of the Final Purchase Price Closing Indebtedness (the “Closing Indebtedness Adjustment StatementAmount”); and (C) decreased, on a dollar-for-dollar basis, by either wire transfer the amount of immediately available funds to an account designated by the Party receiving such payment orFinal Company Transaction Costs (the “Closing Transaction Costs Adjustment Amount” and, in together with the case of Buyer a transfer of additional Class C Units or in Working Capital Adjustment Amount and the case of any Contributor a transfer of OP UnitsClosing Indebtedness Adjustment Amount, the “Adjustment Amounts”). (e) The Contributors and Buyer agree to treat any payment made pursuant to this Section 1.7 as an adjustment to the aggregate consideration for the Contributed Equity Interests for federal, state, local and non-U.S. income Tax purposes.

Post-Closing Adjustment Amount. (a) The “Adjustment Amount,” which may be positive or negative, shall mean an amount equal to (i) the amount, if any, by which the Closing Date Working Capital as reflected on the Final Purchase Price Adjustment Statement exceeds the Estimated Closing Date Working Capital as reflected on the Closing Date Statement (it being understood that, notwithstanding the foregoing, if the Closing Date Working Capital as reflected on the Final Purchase Price Adjustment Statement exceeds the Estimated Closing Date Working Capital by less than $50,000 of the Estimated Closing Date Working Capital, there shall be no adjustment to the Adjustment Amount pursuant to this clause (i))Cash Consideration, minus (ii) the amount, if any, by which the Closing Date Working Capital as reflected on the Final Purchase Price Adjustment Statement is less than the Estimated Closing Date Working Capital (it being understood that, notwithstanding the foregoing, if the Closing Date Working Capital as reflected on the Final Purchase Price Adjustment Statement is less than the Estimated Closing Date Working Capital by less than $50,000 of the Estimated Closing Date Working Capital, there shall be no adjustment to the Adjustment Amount pursuant to this clause (ii)) plus (iii) the Estimated Closing Debt Amount as reflected on the Closing Date Statement minus the Closing Date Debt as reflected on the Final Purchase Price Adjustment Statement, plus (iv) the Closing Date Cash as reflected on the Final Purchase Price Adjustment Statement minus the Estimated Closing Cash Amount as reflected on the Closing Date Statement, plus (v) the Estimated Transaction Costs as reflected on the Closing Date Statement minus the Transaction Costs as reflected on the Final Purchase Price Adjustment StatementConsideration. (b) If the Adjustment Amount is a positive number or zero, then Buyer then: (i) GTY and the OC Holders’ Representative shall provide joint written instructions to the Escrow Agent to deliver promptly from the Purchase Price Escrow Account all of the funds contained therein to the Exchange Agent for the benefit of the OC Holders; and (ii) GTY shall promptly transfer pay to the Exchange Agent the Adjustment Amount to for the accounts designated by benefit of the Contributors in accordance with the Allocation Schedule, which Adjustment Amount shall be payable, at Buyer’s election, in either cash or additional Class C Units which shall be issued at the Internalization Price Per Unit equal to the Adjustment AmountOC Holders. (c) If the Adjustment Amount is a negative number, then Contributors RepresentativeGTY and the OC Holders’ Representative shall provide joint written instructions to the Escrow Agent to deliver promptly from the Purchase Price Escrow Account all of the funds contained therein as follows: (i) to GTY, on behalf of Contributors, shall promptly transfer or cause to be transferred a number of OP Units to Buyer valued at the Internalization Price Per Unit an amount equal to the lesser of: (x) the balance of the Purchase Price Escrow Account, or (y) the absolute value of such the Adjustment Amount; providedand (ii) if the absolute value of the Adjustment Amount is less than the balance of the Purchase Price Escrow Account, that if Contributors Representative fails to transfer such Class C Unitsthe Exchange Agent the remainder of the Purchase Price Escrow Account, Buyer may elect to exercise for the remedies set forth in Section 7.6benefit of the OC Holders. (d) To the extent that the absolute value of the Adjustment Amount exceeds the balance of the Purchase Price Escrow Account, GTY shall be entitled to recover such excess adjustment amount, at its option in its sole discretion, from the Indemnity Escrow Account or directly from the OC Holders. (e) Any amounts payable pursuant to this Section 1.7 1.6 shall be paid (or joint instruction to the Escrow Agent shall be provided) within three two (32) Business Days after final determination pursuant to Section 1.6 1.5 of the Final Purchase Price Adjustment Statement, by either wire transfer of immediately available funds to an account designated by the Party receiving such payment or, in the case of Buyer a transfer of additional Class C Units or in the case of any Contributor a transfer of OP Unitspayment. (ef) The Contributors OC Holders’ Representative and Buyer GTY agree to treat any payment made pursuant to this Section 1.7 1.6 as an adjustment to the aggregate consideration for the Contributed Equity Interests purchase price for federal, state, local and non-U.S. income Tax purposes.

Post-Closing Adjustment Amount. (a) The “Adjustment Amount,” which may be positive or negative, shall mean (i) the amount, if any, by which the Closing Date Working Capital as reflected i. Based on the Final Purchase Price Adjustment Statement exceeds the Estimated Closing Date Working Capital as reflected on the Closing Date Statement (it being understood that, notwithstanding the foregoing, if the Closing Date Working Capital as reflected on final determination of the Final Purchase Price Adjustment Statement exceeds the Estimated Closing Date Working Capital by less than $50,000 of the Estimated Closing Date US Net Working Capital, there the parties shall be no adjustment to calculate the "US Post Closing Adjustment Amount pursuant to this clause (i))Amount", minus (ii) which shall equal the amount, if any, by which the Closing Date Estimated US Net Working Capital as reflected on less the Final Purchase Price Adjustment Statement is less than the Estimated Closing Date Working Capital (it being understood that, notwithstanding the foregoing, if the Closing Date Working Capital as reflected on the Final Purchase Price Adjustment Statement is less than the Estimated Closing Date Working Capital by less than $50,000 of the Estimated Closing Date US Net Working Capital, there shall be no adjustment to the Adjustment Amount pursuant to this clause (ii)) plus (iii) the Estimated Closing Debt Amount as reflected on the Closing Date Statement minus the Closing Date Debt as reflected on the Final Purchase Price Adjustment Statement, plus (iv) the Closing Date Cash as reflected on the Final Purchase Price Adjustment Statement minus the Estimated Closing Cash Amount as reflected on the Closing Date Statement, plus (v) the Estimated Transaction Costs as reflected on the Closing Date Statement minus the Transaction Costs as reflected on the Final Purchase Price Adjustment Statement. (b) . If the US Post Closing Adjustment Amount is a positive number or zeronumber, then Buyer an amount representing a reduction in the Asset Purchase Price equal to such number shall promptly transfer the Adjustment Amount be paid to the accounts designated by US Purchaser out of the Contributors Escrow Amount in accordance with the Allocation ScheduleEscrow Agreement; provided that if the Escrow Amount is insufficient to pay the entire US Post Closing Adjustment Amount, which Adjustment Amount then the remainder shall be payable, at Buyer’s election, in either cash or additional Class C Units which shall be issued at the Internalization Price Per Unit equal paid by Wxxxx US to the Adjustment Amount. US Purchaser within five (c5) Business Days of such final determination, by wire transfer of immediately available funds. If the US Post Closing Adjustment Amount is a negative number, then Contributors Representative, on behalf of Contributors, shall promptly transfer or cause to be transferred a number of OP Units to Buyer valued at the Internalization an amount representing additional Asset Purchase Price Per Unit equal to the absolute value of such Adjustment Amount; provided, that if Contributors Representative fails to transfer such Class C Units, Buyer may elect to exercise the remedies set forth in Section 7.6. (d) Any amounts payable pursuant to this Section 1.7 number shall be paid by US Purchaser to Wxxxx US within three five (35) Business Days after of such final determination pursuant to Section 1.6 of the Final Purchase Price Adjustment Statementdetermination, by either wire transfer of immediately available funds to funds. ii. Based on the final determination of the Final Canadian Net Working Capital, the parties shall calculate the "Canadian Post Closing Adjustment Amount", which shall equal the Estimated Canadian Net Working Capital less the Final Canadian Net Working Capital. If the Canadian Post Closing Adjustment Amount is a positive number, then an account designated by the Party receiving such payment or, amount representing a reduction in the case Stock Purchase Payment equal to such number shall be paid out of Buyer a the Escrow Amount to the Canadian Purchaser in accordance with the Escrow Agreement; provided that if the Escrow Amount is insufficient to pay the entire Canadian Post Closing Adjustment Amount, then the remainder shall be paid by Katy to the Canadian Purchaser within five (5) Business Days of such final determination, by wire transfer of immediately available funds. If the Canadian Post Closing Adjustment Amount is a negative number, then an amount representing additional Class C Units or in Stock Purchase Payment equal to the case absolute value of any Contributor a such number shall be paid by Canadian Purchaser to Katy within five (5) Business Days of such final determination, by wire transfer of OP Unitsimmediately available funds. (e) The Contributors and Buyer agree to treat any payment made pursuant to this Section 1.7 as an adjustment to the aggregate consideration for the Contributed Equity Interests for federal, state, local and non-U.S. income Tax purposes.

Post-Closing Adjustment Amount. Sellers shall provide the Closing Statement within 60 days after the Closing. The Parties agree that an adjustment amount (a) The “Post-Closing Adjustment Amount,” or “PCAA”) will be added to the Purchase Price (or subtracted from the Purchase Price if it is a negative number) to adjust the Purchase Price if the actual cash, debt and net working capital level at Closing deviate from the benchmark levels, which may shall be positive or negativecalculated and determined by the following table and formula: Cash (including short term bank deposits) and cash equivalents, shall mean (i) the amount, if any, by which on book of CIT and CTL as of the Closing Date 0 Debt number on book of CIT and CTL as of the Closing Date, plus Assumed Liabilities, excluding the liabilities in connection with the Semiconductor Business to be transferred out to Camtek's New Entity and Camtek’s TW NewCo and certain Assumed Liabilities used in the calculation of Net Working Capital. Note: for the purpose of this calculation, the debt number is a negative number. inter-company balances between CIT and CTL and Camtek or Camtek entities within the group, shall be disregarded and not be taken into account. As this is inter PCB BU transactions, and Buyers are buying the entire PCB BU. 0 Total current assets, excluding amounts used in the calculation of Cash above, minus current liabilities (“Net Working Capital”) for the PCB Business as set forth in the Closing Statement. The higher of (aa) USD 16 million; and (bb) firstly the sum of Basic Purchase Price and Earn-Out Amount, secondly which sum multiplied by 55.6% (Net Working Capital as reflected on the Final Purchase Price Adjustment Statement exceeds the Estimated Closing Date Working Capital as reflected on the Closing Date Statement (it being understood that, notwithstanding the foregoing, if the Closing Date Working Capital as reflected on the Final Purchase Price Adjustment Statement exceeds the Estimated Closing Date Working Capital by less than $50,000 of the Estimated Closing Date Working Capital, there Ratio) The amount above shall be no adjustment to adjusted downward by USD 75,000 for purpose of calculating Benchmark Levels. PCAA is determined as the Adjustment Amount pursuant to this clause sum of left column (i)), minus (ii“Actual Numbers”) the amount, if any, by which the Closing Date Working Capital as reflected on the Final Purchase Price Adjustment Statement is less than the Estimated Closing Date Working Capital (it being understood that, notwithstanding the foregoing, if the Closing Date Working Capital as reflected on the Final Purchase Price Adjustment Statement is less than the Estimated Closing Date Working Capital by less than $50,000 of the Estimated Closing Date Working Capital, there shall be no adjustment to the Adjustment Amount pursuant to this clause (ii)) plus (iii) the Estimated Closing Debt Amount as reflected on the Closing Date Statement minus the Closing Date Debt as reflected on the Final Purchase Price Adjustment Statement, plus sum of right column (iv) the Closing Date Cash as reflected on the Final Purchase Price Adjustment Statement minus the Estimated Closing Cash Amount as reflected on the Closing Date Statement, plus (v) the Estimated Transaction Costs as reflected on the Closing Date Statement minus the Transaction Costs as reflected on the Final Purchase Price Adjustment Statement. (b) If the Adjustment Amount is Benchmark Levels). PCAA could be a positive number or zeroa negative number. The Actual Numbers shall be determined by a third party audit, then Buyer shall promptly transfer in accordance with US GAAP and consistent with past accounting practice of the Adjustment Amount PCB Business, of financial positions of the PCB Business at the last day of the calendar month of the Closing, as set forth in a Closing statement to be prepared by KPMG to state all the accounts designated by financial conditions listed on the Contributors left columns of the above table in this Section 2.5 (c) and provisions made for bad debts of the PCB Business in accordance with the Allocation Schedule, US GAAP (the “Closing Statement”) The Closing Statement shall calculate and determine the PCAA. Exhibit 2.5(c) includes an example which Adjustment Amount shall be payable, at Buyer’s election, in either cash or additional Class C Units which shall be issued at shows (for demonstration purposes only) the Internalization Price Per Unit equal to the Adjustment Amount. (c) If the Adjustment Amount is a negative number, then Contributors Representative, on behalf of Contributors, shall promptly transfer or cause to be transferred a number of OP Units to Buyer valued at the Internalization Price Per Unit equal to the absolute value of such Adjustment Amount; provided, that if Contributors Representative fails to transfer such Class C Units, Buyer may elect to exercise the remedies set forth in Section 7.6. (d) Any amounts payable pursuant to this Section 1.7 shall be paid within three (3) Business Days after final determination pursuant to Section 1.6 calculation of the Final Purchase Price Adjustment StatementPCAA as of December 31, by either wire transfer of immediately available funds to an account designated by the Party receiving such payment or, in the case of Buyer a transfer of additional Class C Units or in the case of any Contributor a transfer of OP Units2016. (e) The Contributors and Buyer agree to treat any payment made pursuant to this Section 1.7 as an adjustment to the aggregate consideration for the Contributed Equity Interests for federal, state, local and non-U.S. income Tax purposes.

Post-Closing Adjustment Amount. (a) The “Adjustment Amount,” which may be positive or negative, shall mean (i) the amount, if any, by which the Closing Date Working Capital as reflected on the Final Purchase Price Adjustment Statement exceeds minus the Estimated Closing Date Working Capital as reflected on the Closing Date Statement (it being understood thatStatement, notwithstanding the foregoing, if the Closing Date Working Capital as reflected on the Final Purchase Price Adjustment Statement exceeds the Estimated Closing Date Working Capital by less than $50,000 of the Estimated Closing Date Working Capital, there shall be no adjustment to the Adjustment Amount pursuant to this clause (i)), minus plus (ii) the amount, if any, by which the Closing Date Working Capital as reflected on the Final Purchase Price Adjustment Statement is less than the Estimated Closing Date Working Capital (it being understood that, notwithstanding the foregoing, if the Closing Date Working Capital as reflected on the Final Purchase Price Adjustment Statement is less than the Estimated Closing Date Working Capital by less than $50,000 of the Estimated Closing Date Working Capital, there shall be no adjustment to the Adjustment Amount pursuant to this clause (ii)) plus (iii) the Estimated Closing Debt Indebtedness Amount as reflected on the Closing Date Statement minus the Closing Date Debt Indebtedness as reflected on the Final Purchase Price Adjustment Statement, plus (iviii) the Closing Date Cash as reflected on the Final Purchase Price Adjustment Statement minus the Estimated Closing Cash Amount as reflected on the Closing Date Statement, plus (viv) the Estimated Transaction Costs as reflected on the Closing Date Statement minus the Transaction Costs as reflected on the Final Purchase Price Adjustment Statement. (b) If the Adjustment Amount is a positive number or zero, then then: (i) Buyer and the Seller Representative shall provide joint written instructions to the Escrow Agent to distribute promptly from the Purchase Price Escrow Account all of the funds contained therein to the Equity Sellers in accordance with the percentages set forth on Schedule A; and (ii) Buyer shall promptly transfer pay the Adjustment Amount to the accounts designated by the Contributors Equity Sellers in accordance with the Allocation Schedule, which Adjustment Amount shall be payable, at Buyer’s election, in either cash or additional Class C Units which shall be issued at the Internalization Price Per Unit equal to the Adjustment Amount.percentages set forth on Schedule A. (c) If the Adjustment Amount is a negative number, then Contributors RepresentativeBuyer and the Seller Representative shall provide joint written instructions to the Escrow Agent to deliver promptly from the Purchase Price Escrow Account all of the funds contained therein as follows: (i) to Buyer, on behalf of Contributors, shall promptly transfer or cause to be transferred a number of OP Units to Buyer valued at the Internalization Price Per Unit an amount equal to the lesser of: (A) the balance of the Purchase Price Escrow Account, or (B) the absolute value of such the Adjustment Amount; providedand (ii) if the absolute value of the Adjustment Amount is less than the balance of the Purchase Price Escrow Account, that if Contributors Representative fails the Escrow Agent shall distribute the remainder of the funds in the Purchase Price Escrow Account to transfer such Class C Units, Buyer may elect to exercise the remedies Equity Sellers in accordance with the percentages set forth in Section 7.6.on Schedule A. (d) To the extent that the absolute value of the Adjustment Amount exceeds the balance of the Purchase Price Escrow Account, then the amount in excess of the Purchase Price Escrow Amount shall be paid promptly by the Sellers to Buyer, in accordance with the percentages set forth on Schedule A. (e) Any amounts payable pursuant to this Section 1.7 shall be paid (or joint instruction to the Escrow Agent shall be provided) within three (3) two Business Days after final determination pursuant to Section 1.6 of the Final Purchase Price Adjustment Statement, by either wire transfer of immediately available funds to an account designated by the Party receiving such payment or, in the case of Buyer a transfer of additional Class C Units or in the case of any Contributor a transfer of OP Unitspayment. (ef) The Contributors Sellers and Buyer agree to treat any payment made pursuant to this Section 1.7 as an adjustment to the aggregate consideration for purchase price allocable to the Contributed Equity Interests Sellers pursuant to Schedule A for federal, state, local and non-U.S. income Income Tax purposes. (g) Except as set forth in Section 1.6, Section 1.7 and Article VIII, neither Buyer nor any Seller shall have any right to make any claim against the other Party under this Agreement in respect of the Adjustment Amount, the Final Purchase Price Adjustment Statement or the other payments and calculations to be made pursuant to Section 1.3, Section 1.4, Section 1.6 and Section 1.7. For the avoidance of doubt, the provisions of Section 1.6, Section 1.7 and Article VIII provide the sole and exclusive remedy of the Parties with respect to the matters that are or that may be addressed through such sections; provided, for the avoidance of doubt, that either Party may seek specific performance or take other necessary legal action to enforce such provisions.

Post-Closing Adjustment Amount. (a) The “Adjustment Amount,” which may Following the final determination of the First Calculation of the Initial Closing Payment or the Final Calculation of the Second Closing Payment, as applicable, in accordance with Section 2.2, a payment pursuant to this Section 2.3 shall be positive or negative, shall mean made as follows: (i) the amount, if any, by which If the Closing Date Working Capital as reflected on the Final Purchase Price Actual Adjustment Statement exceeds the Estimated Closing Date Working Capital as reflected on the Closing Date Statement (it being understood that, notwithstanding the foregoing, if the Closing Date Working Capital as reflected on the Final Purchase Price Adjustment Statement exceeds the Estimated Closing Date Working Capital by less than $50,000 of the Estimated Closing Date Working Capital, there shall be no adjustment with respect to the Adjustment Amount pursuant to this clause (i)), minus (ii) the amount, if any, by which the Closing Date Working Capital as reflected on the Final Purchase Price Adjustment Statement is less than the Estimated Closing Date Working Capital (it being understood that, notwithstanding the foregoing, if the Closing Date Working Capital as reflected on the Final Purchase Price Adjustment Statement is less than the Estimated Closing Date Working Capital by less than $50,000 of the Estimated Closing Date Working Capital, there shall be no adjustment to the Adjustment Amount pursuant to this clause (ii)) plus (iii) the Estimated Closing Debt Amount as reflected on the Closing Date Statement minus the Closing Date Debt as reflected on the Final Purchase Price Adjustment Statement, plus (iv) the Closing Date Cash as reflected on the Final Purchase Price Adjustment Statement minus the Estimated Closing Cash Amount as reflected on the Closing Date Statement, plus (v) the Estimated Transaction Costs as reflected on the Closing Date Statement minus the Transaction Costs as reflected on the Final Purchase Price Adjustment Statement. (b) If the Adjustment Amount CFC IPA is a positive number or zeroamount, then Buyer Parent and the Equityholder Representative shall promptly transfer the Adjustment Amount execute joint written instructions to the accounts designated by Escrow Agent instructing the Contributors in accordance with Escrow Agent to release from the Allocation Schedule, which Adjustment Amount shall be payable, at Buyer’s election, in either cash or additional Class C Units which shall be issued at the Internalization Price Per Unit Escrow Account to CFC IPA an amount equal to fifty percent (50%) of the CFC Adjustment Escrow Amount. (c) If the Adjustment Amount is a negative number, and then Contributors Representative, on behalf of Contributors, Buyer Parent shall promptly transfer or cause pay to be transferred a number of OP Units to Buyer valued at the Internalization Price Per Unit CFC IPA an aggregate amount equal to the absolute value of such positive Closing Actual Adjustment. (ii) If the Closing Actual Adjustment with respect to AHMS is a positive amount, then Buyer Parent and the Equityholder Representative shall execute joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Escrow Account to the AHMS Equityholders an amount equal to the AHMS Adjustment Escrow Amount, and then Buyer Parent shall pay to the AHMS Equityholders an aggregate amount equal to the absolute value of such positive Closing Actual Adjustment. (iii) If the Closing Actual Adjustment with respect to CFC IPA is a negative amount, then Buyer Parent and the Equityholder Representative shall execute joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Escrow Account to the applicable Buyer an amount equal to the lesser of (A) the absolute value of such Closing Actual Adjustment, and (B) the CFC Adjustment Escrow Amount, and in the event that the absolute value of such negative Closing Actual Adjustment is more than the CFC Adjustment Escrow Amount, CFC IPA shall pay to the applicable Buyer an aggregate amount equal to the absolute value of such negative Closing Actual Adjustment less the CFC Adjustment Escrow Amount; (iv) If the Closing Actual Adjustment with respect to AHMS is a negative amount, then Buyer Parent and the Equityholder Representative shall execute joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Escrow Account to the applicable Buyer an amount equal to the lesser of (A) the absolute value of such Closing Actual Adjustment, and (B) the AHMS Adjustment Escrow Amount; provided, that if Contributors Representative fails in the event that the absolute value of such negative Closing Actual Adjustment is less than the CFC Adjustment Escrow Amount, then such joint written instructions to transfer the Escrow Agent shall instruct the Escrow Agent to release to the remaining amount of the AHMS Adjustment Escrow Amount to the AHMS Equityholders in accordance with their respective Pro Rata Portion; provided, however, that in the event that the absolute value of such Class C Unitsnegative Closing Actual Adjustment is more than the AHMS Adjustment Escrow Amount, the AHMS Equityholders shall pay in accordance with their respective Pro Rata Portion to the applicable Buyer may elect an aggregate amount equal to exercise the remedies set forth in Section 7.6absolute value of such negative Closing Actual Adjustment less the AHMS Adjustment Escrow Amount. (dv) Any amounts Closing Actual Adjustment payable by either Party pursuant to this Section 1.7 2.3(a) shall be paid within three promptly by the party required to pay such Closing Actual Adjustment, but in no event later than five (35) Business Days after final determination following the date on which the First Calculation of the Initial Closing Payment or the Final Calculation of the Second Closing Payment, as applicable, becomes binding pursuant to Section 1.6 2.2. Payment by any Party of the Closing Actual Adjustment, or any portion thereof, shall be made in immediately available funds via wire transfer to an account(s) designated in writing by the Party entitled to receive such payment. Any joint written instructions to be delivered to the Escrow Agent pursuant to this Section 2.3(a) shall be delivered promptly, but in no event later than five (5) calendar days following the date on which the First Calculation of the Initial Closing Payment or Final Calculation of the Second Closing Payment, as applicable, becomes binding pursuant to Section 2.2. (b) Following the final determination of the Final Purchase Price Calculation of the Initial Closing Payment, in accordance with Section 2.2, a payment pursuant to this Section 2.3 shall be made as follows: (i) If the Final Initial Closing Adjustment Statementis a positive amount, then Buyer Parent and the Equityholder Representative shall execute joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Escrow Account to CFC IPA the remaining amount of the CFC Adjustment Escrow Amount, and Buyer Parent shall pay to the Equityholder Representative an aggregate amount equal to the Final Initial Closing Adjustment. (ii) If the Final Initial Closing Adjustment is a negative amount, then Buyer Parent and the Equityholder Representative shall execute joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Escrow Account to the applicable Buyer an amount equal to the absolute value of such Final Initial Closing Adjustment up to a maximum amount equal to the remaining balance of the CFC Adjustment Escrow Amount, and in the event that the absolute value of such Final Initial Closing Adjustment is more than the remaining balance of the CFC Adjustment Escrow Amount, CFC IPA shall pay to the applicable Buyer Party an aggregate amount equal to the absolute value of such Final Initial Closing Adjustment less the remaining balance of the CFC Adjustment Escrow Amount. (iii) If after the payment of any such Final Initial Closing Adjustment, there remains any portion of the CFC Adjustment Escrow Amount in the Escrow Account, then Buyer Parent and the Equityholder Representative shall execute joint written instructions to the Escrow Agent instructing the Escrow Agent to release the remaining portion of the CFC Adjustment Escrow Amount to CFC IPA. (iv) Any Final Initial Closing Adjustment payable by either wire transfer Party pursuant to this Section 2.3(a) shall be paid promptly by the party required to pay such Final Initial Closing Adjustment, but in no event later than five (5) Business Days following the date on which the Final Calculation of the Initial Closing Payment, becomes binding pursuant to Section 2.2. Payment by any Party of the Final Initial Closing Adjustment, or any portion thereof, shall be made in immediately available funds via wire transfer to an account account(s) designated in writing by the Party receiving entitled to receive such payment orpayment. Any joint written instructions to be delivered to the Escrow Agent pursuant to this Section 2.2(a)(a) shall be delivered promptly, but in no event later than five (5) calendar days following the case date on which the Final Calculation of Buyer a transfer of additional Class C Units or in the case of any Contributor a transfer of OP UnitsInitial Closing Payment becomes binding pursuant to Section 2.2. (ec) The Contributors and Buyer agree to treat any payment All payments made pursuant to this Section 1.7 Article 2 shall be treated by all parties hereto for Tax purposes as an adjustment adjustments to the aggregate consideration for the Contributed Equity Interests for federal, state, local and non-U.S. income Tax purposesPurchase Price.

Post-Closing Adjustment Amount. (a) The “Adjustment Amount,” which may be positive or negative, shall mean (i) the amount, if any, by which the Closing Date Working Capital as reflected i. Based on the Final Purchase Price Adjustment Statement exceeds the Estimated Closing Date Working Capital as reflected on the Closing Date Statement (it being understood that, notwithstanding the foregoing, if the Closing Date Working Capital as reflected on final determination of the Final Purchase Price Adjustment Statement exceeds the Estimated Closing Date Working Capital by less than $50,000 of the Estimated Closing Date US Net Working Capital, there the parties shall be no adjustment to calculate the “US Post Closing Adjustment Amount pursuant to this clause (i))Amount”, minus (ii) which shall equal the amount, if any, by which the Closing Date Estimated US Net Working Capital as reflected on less the Final Purchase Price Adjustment Statement is less than the Estimated Closing Date Working Capital (it being understood that, notwithstanding the foregoing, if the Closing Date Working Capital as reflected on the Final Purchase Price Adjustment Statement is less than the Estimated Closing Date Working Capital by less than $50,000 of the Estimated Closing Date US Net Working Capital, there shall be no adjustment to the Adjustment Amount pursuant to this clause (ii)) plus (iii) the Estimated Closing Debt Amount as reflected on the Closing Date Statement minus the Closing Date Debt as reflected on the Final Purchase Price Adjustment Statement, plus (iv) the Closing Date Cash as reflected on the Final Purchase Price Adjustment Statement minus the Estimated Closing Cash Amount as reflected on the Closing Date Statement, plus (v) the Estimated Transaction Costs as reflected on the Closing Date Statement minus the Transaction Costs as reflected on the Final Purchase Price Adjustment Statement. (b) . If the US Post Closing Adjustment Amount is a positive number or zeronumber, then Buyer an amount representing a reduction in the Asset Purchase Price equal to such number shall promptly transfer the Adjustment Amount be paid to the accounts designated by US Purchaser out of the Contributors Escrow Amount in accordance with the Allocation ScheduleEscrow Agreement; provided that if the Escrow Amount is insufficient to pay the entire US Post Closing Adjustment Amount, which Adjustment Amount then the remainder shall be payable, at Buyer’s election, in either cash or additional Class C Units which shall be issued at the Internalization Price Per Unit equal paid by Wxxxx US to the Adjustment Amount. US Purchaser within five (c5) Business Days of such final determination, by wire transfer of immediately available funds. If the US Post Closing Adjustment Amount is a negative number, then Contributors Representative, on behalf of Contributors, shall promptly transfer or cause to be transferred a number of OP Units to Buyer valued at the Internalization an amount representing additional Asset Purchase Price Per Unit equal to the absolute value of such Adjustment Amount; provided, that if Contributors Representative fails to transfer such Class C Units, Buyer may elect to exercise the remedies set forth in Section 7.6. (d) Any amounts payable pursuant to this Section 1.7 number shall be paid by US Purchaser to Wxxxx US within three five (35) Business Days after of such final determination pursuant to Section 1.6 of the Final Purchase Price Adjustment Statementdetermination, by either wire transfer of immediately available funds to funds. ii. Based on the final determination of the Final Canadian Net Working Capital, the parties shall calculate the “Canadian Post Closing Adjustment Amount”, which shall equal the Estimated Canadian Net Working Capital less the Final Canadian Net Working Capital. If the Canadian Post Closing Adjustment Amount is a positive number, then an account designated by the Party receiving such payment or, amount representing a reduction in the case Stock Purchase Payment equal to such number shall be paid out of Buyer a the Escrow Amount to the Canadian Purchaser in accordance with the Escrow Agreement; provided that if the Escrow Amount is insufficient to pay the entire Canadian Post Closing Adjustment Amount, then the remainder shall be paid by Katy to the Canadian Purchaser within five (5) Business Days of such final determination, by wire transfer of immediately available funds. If the Canadian Post Closing Adjustment Amount is a negative number, then an amount representing additional Class C Units or in Stock Purchase Payment equal to the case absolute value of any Contributor a such number shall be paid by Canadian Purchaser to Katy within five (5) Business Days of such final determination, by wire transfer of OP Unitsimmediately available funds. (e) The Contributors and Buyer agree to treat any payment made pursuant to this Section 1.7 as an adjustment to the aggregate consideration for the Contributed Equity Interests for federal, state, local and non-U.S. income Tax purposes.

Post-Closing Adjustment Amount. (a) The “Adjustment Amount,” which may be positive or negative, shall mean (i) the amount, if any, by which the Closing Date Working Capital as reflected on the Final Purchase Price Adjustment Statement exceeds the Estimated Closing Date Working Capital as reflected on the Closing Date Statement (it being understood that, notwithstanding the foregoing, if the Closing Date Working Capital as reflected on the Final Purchase Price Adjustment Statement exceeds the Estimated Closing Date Working Capital by less than $50,000 of the Estimated Closing Date Working Capital, there shall be no adjustment to the Adjustment Amount pursuant to this clause (i)), minus (ii) the amount, if any, by which the Closing Date Working Capital as reflected on the Final Purchase Price Adjustment Statement is less than the Estimated Closing Date Working Capital (it being understood that, notwithstanding the foregoing, if the Closing Date Working Capital as reflected on the Final Purchase Price Adjustment Statement is less than the Estimated Closing Date Working Capital by less than $50,000 of the Estimated Closing Date Working Capital, there shall be no adjustment to the Adjustment Amount pursuant to this clause (ii)) plus (iii) the Estimated Closing Debt Amount as reflected on the Closing Date Statement minus the Closing Date Debt as reflected on the Final Purchase Price Adjustment Statement, plus (iv) the Closing Date Cash as reflected on the Final Purchase Price Adjustment Statement minus the Estimated Closing Cash Amount as reflected on the Closing Date Statement, plus (v) the Estimated Transaction Costs as reflected on the Closing Date Statement minus the Transaction Costs as reflected on the Final Purchase Price Adjustment Statement. (b) If the Adjustment Amount is a positive number or zero, then Buyer shall promptly transfer the Adjustment Amount to the accounts designated by the Contributors in accordance with the Allocation Schedule, which Adjustment Amount shall be payable, at Buyer’s election, in either cash or additional Class C Units which shall be issued at the Internalization Price Per Unit equal to the Adjustment Amount. (c) If the Adjustment Amount is a negative number, then Contributors Representative, on behalf of Contributors, shall promptly transfer or cause to be transferred a number of OP Units to Buyer valued at the Internalization Price Per Unit equal to the absolute value of such Adjustment Amount; provided, that if Contributors Representative fails to transfer such Class C Units, Buyer may elect to exercise the remedies set forth in Section 7.6. (d) Any amounts payable Merger Consideration as finally determined pursuant to this Section 1.7 is greater than or equal to the Estimated Closing Merger Consideration, then (x) Parent promptly shall be paid within three pay to or as directed by the Representative (3) Business Days after final determination pursuant to Section 1.6 on behalf of the Final Purchase Price Adjustment Statement, Indemnifying Securityholders) an amount equal to such excess (if any) by either wire transfer of immediately available funds to an account or accounts designated by the Party receiving such Representative and (y) Parent and the Representative promptly shall deliver joint written instructions to the Escrow Agent to cause the Escrow Agent to make payment orof the Adjustment Fund Amount from the Adjustment Fund (and the Company shall make a proportionate payment to Retiring Partners of Redemption Consideration pursuant to and in accordance with the Repurchase Agreements) to or as directed by the Representative. The Representative (or the Company, in the case of Buyer a transfer of additional Class C Units Retiring Partners) shall promptly deliver any such amounts received by it to or as directed by the Indemnifying Securityholders (based on each Indemnifying Securityholder’s Escrow Funding Percentage thereof as set forth in the case of any Contributor a transfer of OP Units. (e) The Contributors and Buyer agree to treat any payment made Spreadsheet). If the Merger Consideration as finally determined pursuant to this Section 1.7 as an adjustment is less than the Estimated Closing Merger Consideration (such shortfall, the “Parent Adjustment Amount”), then Parent and the Representative promptly shall deliver joint written instructions to the aggregate consideration Escrow Agent to cause the Escrow Agent to (A) make payment of such Parent Adjustment Amount, starting with dollar one and disregarding the Indemnification Deductible provided for in Section 7.3(a), from the Adjustment Fund to Parent and as a Redemption Consideration Offset for the Contributed Equity Interests Company under the Repurchase Agreements, (B) if the amount of the Adjustment Fund is less than the Parent Adjustment Amount, make payment of such shortfall from the Escrow Amount in the Escrow Fund to Parent and as a Redemption Consideration Offset for federalthe Company under the Repurchase Agreements, stateand (C) if the amount of the Adjustment Fund is greater than the Parent Adjustment Amount, local make payment of such excess from the Adjustment Fund to or as directed by the Representative (with a proportionate payment by the Company to Retiring Partners of Redemption Consideration pursuant to and non-U.S. income Tax purposesin accordance with the Repurchase Agreements). For the avoidance of doubt, Parent’s sole recourse for any amounts owed to it pursuant to this Section 1.7 (other than with respect to unpaid Third Party Expenses) shall be to withdraw an amount from the Adjustment Fund and (if the Adjustment Fund has been exhausted) the Escrow Fund equal to such amount owed (including to make corresponding Redemption Consideration Offsets). Parent and the Representative further agree that the Cash on Hand adjustment and Closing Company Indebtedness adjustment (but not the Third Party Expenses adjustment) provided for in this Section 1.7 and the related dispute resolution provisions shall be the exclusive remedies for the matters addressed or that could be addressed therein. Without limiting the generality of the foregoing, no claim by Parent for the payment of any shortfall of Merger Consideration compared to the Estimated Merger Consideration shall be asserted against any holder of Company Units as of immediately prior to the Effective Time, the Representative or any other Person. All payments determined to be due under this Section 1.7 to Parent or as directed by the Representative, as the case may be, shall be made within three (3) Business Days of such determination.