Common use of Post-Closing Adjustment of the Purchase Price Clause in Contracts

Post-Closing Adjustment of the Purchase Price. (a) The Net Working Capital as of the Closing Date, as well as any adjustment of the Purchase Price resulting therefrom, shall be determined on the basis of a balance sheet of the Transferred Entities as of the close of business on the Closing Date (the “Closing Date Balance Sheet”), which shall be prepared in accordance with the sample balance sheet as of January 31, 2010 set forth on Exhibit C hereto (the “Sample Closing Date Balance Sheet”). Xxxxxxx shall deliver to Nordson a proposed Closing Date Balance Sheet showing the calculation of the Net Working Capital as of the close of business on the Closing Date no later than sixty (60) days after the Closing Date. In connection with Nordson’s review of the Closing Date Balance Sheet, Xxxxxxx shall provide Nordson with access to the applicable books, records, properties, assets and employees of the Transferred Business, and copies of all supporting work papers generated in connection with the preparation of the Closing Date Balance Sheet, as shall be reasonably necessary for Nordson to complete its review of the Closing Date Balance Sheet. The Closing Date Balance Sheet shall become binding as between the parties if (i) Nordson approves the Closing Date Balance Sheet or (ii) Nordson does not object within thirty (30) days after delivery thereof, such objection to be evidenced by a written notice asserting that the Closing Date Balance Sheet received from Xxxxxxx does not meet the provisions of this Agreement (an “Objection”). In the event that Nordson and Xxxxxxx cannot agree on the Closing Date Balance Sheet within thirty (30) days following the delivery of an Objection, Nordson and Xxxxxxx shall submit the items in dispute to Deloitte LLP or, if such firm is unable or unwilling to so act, such other internationally-recognized firm of independent public accountants as mutually agreed upon by Nordson and Xxxxxxx (the “Independent Accountants”). The Independent Accountants shall finally determine, in accordance with this Section 4, the matters that have been raised in the Objection and remain in dispute between Nordson and Xxxxxxx as promptly as reasonably practicable, it being agreed and understood that the Independent Accountants shall not consider or resolve any other matters. The Independent Accountants shall give the parties adequate opportunity to present their views in writing and at a hearing or hearings to be held in the presence of Nordson and Xxxxxxx and their respective advisors. The final decision of the Independent Accountants shall include the reasons for its decision, but shall not fall outside the positions taken by the parties in respect of the matters that remain in dispute. The determination of the Independent Accountants shall (in the absence of fraud or manifest error) be final and binding on the parties. Nordson and Xxxxxxx shall each pay one-half of the fees and expenses of the Independent Accountants in connection with any such dispute. Such fees and expenses of the Independent Accountants shall promptly be paid in cash or by wire transfer directly to the Independent Accountants upon demand. (b) The Purchase Price shall be adjusted, to the extent applicable, as follows: (i) if the Net Working Capital as stated on the Closing Date Balance Sheet as finally calculated exceeds the Target Net Working Capital, then the Purchase Price shall be increased in an amount equal to such excess; and (ii) if the Target Net Working Capital exceeds the Net Working Capital as stated on the Closing Date Balance Sheet as finally calculated, then the Purchase Price shall be decreased in an amount equal to such excess. Any adjustment effected under this Section 4 shall for Tax purposes be treated as an adjustment to the purchase price payable under this Agreement. Promptly after the final calculation of the Net Working Capital and any adjustment to the Purchase Price under this Section 4, the Principal Amount of the Promissory Note shall be correspondingly adjusted.

Post-Closing Adjustment of the Purchase Price. (a) The Net Working Capital As promptly as practicable following the Closing Date (but in no event later than 90 days following the Closing Date), Parent shall deliver to Sellers a combined balance sheet of the Business as of the Closing Date, including a determination of Book Value (as well as any adjustment defined above) (the “Preliminary Closing Date Balance Sheet”). The Preliminary Closing Date Balance Sheet shall be prepared (i) in accordance with GAAP applied on a basis consistent with that used in the preparation of the Purchase Price resulting therefromCombined Financial Statements (including the accounting policies set forth in the historical financial statements of Knight for 2003) and (ii) in a manner consistent with the illustrative balance sheet set forth on Schedule 2.5. (b) Within thirty (30) days after receipt of the Preliminary Closing Date Balance Sheet, Sellers shall notify Parent, in reasonable detail, of any objections to the Preliminary Closing Date Balance Sheet. If Sellers have not given any such notice to Parent within such thirty (30) day period, then the Preliminary Closing Date Balance Sheet shall be determined on deemed to be the basis of a final balance sheet of the Transferred Entities as of the close of business on the Closing Date Business (the “Final Closing Date Balance Sheet”), which as of the Closing Date for purposes of this Section 2.8. If Sellers notify Parent of any such objections by the end of that thirty (30) day period, Sellers shall be prepared in the notice of such dispute set forth, in reasonable detail, those items that they believe are not fairly presented or calculated and the reasons for its opinion. Parent and Sellers shall then meet and in good faith try to resolve their disagreements over the disputed items. If the Parties resolve their disagreements in accordance with the sample balance sheet as of January 31foregoing sentence, 2010 set forth on Exhibit C hereto (the “Sample Closing Date Balance Sheet”). Xxxxxxx shall deliver to Nordson a proposed Closing Date Balance Sheet showing the calculation of the Net Working Capital as of the close of business on the Closing Date no later than sixty (60) days after the Closing Date. In connection with Nordson’s review of the Preliminary Closing Date Balance Sheet, Xxxxxxx with those modifications, if any, to which the Parties shall provide Nordson with access to the applicable books, records, properties, assets and employees of the Transferred Business, and copies of all supporting work papers generated in connection with the preparation of the Closing Date Balance Sheet, as have agreed shall be reasonably necessary for Nordson deemed to complete its review of be the Final Closing Date Balance Sheet. The Closing Date Balance Sheet shall become binding as between If the parties if (i) Nordson approves Parties have not resolved their disagreements over the Closing Date Balance Sheet or (ii) Nordson does not object disputed items within thirty (30) days after delivery thereofSellers’ notice of dispute, the Parties shall forthwith jointly submit those disputed items to Deloitte Touche Tomatsu or such objection to other accounting firm as may be evidenced agreed in good faith by a written notice asserting that Parent and Sellers (Deloitte Touche Tomatsu or such other accounting firm so selected, the Closing Date Balance Sheet received from Xxxxxxx does not meet the provisions of this Agreement (an “ObjectionAccounting Referee”), which shall be selected as promptly as practicable, but in no event later than 10 days following the expiration of such 30-day period. In the event that Nordson If Parent and Xxxxxxx Sellers cannot agree on the Closing Date Balance Sheet selection of the Accounting Referee with the 10-day period, then Parent and Sellers shall request the American Arbitration Association, New York office, to appoint the Accounting Referee. Each Party agrees to execute, if requested by the Accounting Referee, a reasonable engagement letter, including customary indemnities. The Accounting Referee shall act as an arbitrator to determine, based solely on the provisions of this Section 2.8(b) and the presentations by Parent and Sellers, and not by independent review, only those issues still in dispute. The Accounting Referee shall have up to 30 days after its appointment to resolve any disputes that are submitted to such Accounting Referee. The Accounting Referee, within thirty twenty (3020) days following the delivery of an Objection, Nordson and Xxxxxxx shall submit the items in dispute to Deloitte LLP or, if after such firm is unable submission or unwilling to so act, such other internationally-recognized firm period as the Accounting Referee may reasonably require, shall make a binding determination of independent public accountants as mutually agreed upon by Nordson and Xxxxxxx (the “Independent Accountants”). The Independent Accountants shall finally determine, those disputed items in accordance with this Section 4Agreement and the Preliminary Closing Date Balance Sheet, with those modifications determined by the matters that have been raised in the Objection and remain in dispute between Nordson and Xxxxxxx as promptly as reasonably practicable, it being agreed and understood that the Independent Accountants shall not consider or resolve any other matters. The Independent Accountants shall give the parties adequate opportunity to present their views in writing and at a hearing or hearings Accounting Referee to be held in appropriate, which shall be deemed to be the presence of Nordson and Xxxxxxx and their respective advisors. The final decision of the Independent Accountants shall include the reasons for its decision, but shall not fall outside the positions taken by the parties in respect of the matters that remain in disputeFinal Closing Date Balance Sheet. The determination of the Independent Accountants Accounting Referee shall (not, in the absence of fraud or manifest error) , be final and binding on the partiessubject to contest. Nordson and Xxxxxxx shall each pay one-half of the The fees and expenses of the Independent Accountants in connection with any such dispute. Such fees Accounting Referee shall be shared equally by Sellers, on the one hand, and expenses of Parent and Purchasers, on the Independent Accountants shall promptly be paid in cash or by wire transfer directly to the Independent Accountants upon demandother hand. (bc) The If the Book Value of the Business as reflected on the Final Closing Date Balance Sheet (the “Final Book Value”) is greater than the Benchmark Book Value then, the Purchase Price shall be adjustedincreased, dollar for dollar, by the amount by which the Final Book Value is greater than the Benchmark Book Value, with Parent paying or causing Purchasers to pay to Sellers an amount of cash equal to such amount. If the extent applicable, as follows: (i) if Final Book Value is less than the Net Working Capital as stated on the Closing Date Balance Sheet as finally calculated exceeds the Target Net Working CapitalBenchmark Book Value, then the Purchase Price shall be increased in decreased, dollar for dollar, by the amount by which the Final Book Value is less than the Benchmark Book Value, with Sellers paying to Parent (or if designated by Parent, Purchasers) an amount of cash equal to such excess; and amount (ii) such amount of increase or decrease, if the Target Net Working Capital exceeds the Net Working Capital as stated on the Closing Date Balance Sheet as finally calculatedany, then to the Purchase Price shall be decreased referred to herein as the “Purchase Price Adjustment”). The Purchase Price Adjustment, if any, shall be paid (by wire transfer or other immediately available funds) within five (5) Business Days after the Final Closing Date Balance Sheet is finalized, in an amount equal to such excess. Any adjustment effected under accordance with this Section 4 shall for Tax purposes be treated as an adjustment 2.8 by the Party whose obligation it is to the purchase price payable under this Agreement. Promptly after the final calculation of the Net Working Capital and any adjustment to the Purchase Price under this Section 4, the Principal Amount of the Promissory Note shall be correspondingly adjustedmake such payment.

Post-Closing Adjustment of the Purchase Price. (a) The Net Working Within ninety (90) days after the Closing Date, the Buyer shall prepare or cause to be prepared and delivered to the Seller a written statement certified by the Chief Financial Officer of the Buyer derived from and consistent with the Books and Records and prepared in good faith and in accordance with the Accounting Principles (the “Closing Date Statutory Capital Statement”) setting forth the actual amount of the Statutory Capital of CLIC and Pyramid as of the Closing Date, as well as any adjustment after giving effect to (i) the transfers of the Purchase Price resulting therefromCLIC Shares and the Pyramid Shares contemplated hereby, shall be determined on (ii) the basis of a balance sheet transfers of the Transferred Entities as CLIC Retained Assets, Retained Software, Assigned Software contemplated hereby, (iii) the transfers of assets or rights contemplated by the close of business on Intellectual Property Assignment Agreement, (iv) the reinsurance transaction contemplated by the APNY Coinsurance Agreement and (v) the Notional Buyer Closing Date CLIC Capital Contribution (the “Closing Date Balance SheetStatutory Capital Amount”), which shall be prepared in accordance with the sample balance sheet as of January 31, 2010 set forth on Exhibit C hereto (the “Sample Closing Date Balance Sheet”). Xxxxxxx shall deliver to Nordson a proposed Closing Date Balance Sheet showing the calculation of the Net Working Capital as of the close of business on the Closing Date no later than sixty (60) days after the Closing Date. In connection with Nordsonthe Buyer’s review preparation of the Closing Date Balance SheetStatutory Capital Statement, Xxxxxxx shall provide Nordson with access to the applicable booksextent that the Buyer does not have all relevant information in its possession, records, properties, assets the Buyer and employees its Representatives will be permitted to review the Seller’s or any of its Affiliates’ work papers and any work papers of the Transferred Business, Seller’s and copies of all supporting work papers generated in connection with its Affiliates’ independent accountants relevant to the preparation of the Closing Date Balance SheetStatutory Capital Statement, and the Seller will, and will cause its Affiliates to, make reasonably available to the Buyer the individuals then in its employ, if any, responsible for and knowledgeable about the information to be reflected in the Closing Date Statutory Capital Statement, in order to respond to the reasonable inquiries of the Buyer; provided, however, that the independent accountants and actuaries of the Seller will not be obligated to make any work papers available to the Buyer unless and until the Buyer has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants or actuaries, as shall be reasonably necessary for Nordson to complete its review applicable. For purposes of clarity, the parties hereto agree that the calculation of the Closing Date Balance SheetStatutory Capital Amount shall not take into account in any respect any Section 382 Impact. (b) Within thirty (30) days after the Seller’s receipt of the Closing Date Statutory Capital Statement (the “Review Period”), the Seller may deliver to the Buyer a written statement (an “Objections Statement”) specifying any objections thereto by the Seller (including therein the Seller’s calculations of such amounts and the Seller’s grounds for such disagreement in reasonable detail) (the “Disputed Items”). The Seller shall be deemed irrevocably to have agreed with all other items and amounts contained in the Closing Date Balance Sheet Statutory Capital Statement delivered by the Buyer pursuant to Section 2.2(a). Matters as to which the Seller may submit an Objections Statement in respect of the Closing Date Statutory Capital Statement shall become binding as between the parties if be limited to (i) Nordson approves whether the Closing Date Balance Sheet or Statutory Capital Statement was prepared in accordance with the terms of this Agreement and the Ancillary Agreements, and (ii) Nordson does not object whether the Buyer committed any arithmetic error or omission in the line items or calculations set forth in the Closing Date Statutory Capital Statement. Unless the Seller delivers an Objections Statement to the Buyer on or prior to the last day of the Review Period, the Closing Date Statutory Capital Statement shall be deemed irrevocably accepted by the Seller and the calculations set forth therein shall be final, binding and conclusive for all purposes of determining the Purchase Price and the calculations of the Statutory Capital of each of CLIC and Pyramid included therein shall be deemed to be the Final Statutory Capital Amount hereunder. If the Seller shall have been so deemed to have accepted the Closing Date Statutory Capital Statement, the Purchase Price shall be subject to adjustment as follows: (x) if the Closing Date Statutory Capital Statement shows a Statutory Capital Deficit Amount, the Purchase Price shall be reduced by the amount equal to the Statutory Capital Deficit Amount, which amount shall be paid by the Seller Parties to the Buyer in accordance with the provisions of this Section 2.2(b), or (y) if the Closing Date Statutory Capital Statement shows a Statutory Capital Excess Amount, the Purchase Price shall be increased by the amount equal to the Statutory Capital Excess Amount, which amount shall be paid by the Buyer to the Seller in accordance with the provisions of this Section 2.2(b); provided that the Adjusted Purchase Price shall be capped at $45,000,000 and no Statutory Capital Excess Amount shall be paid to the extent it would increase the Adjusted Purchase Price to an amount in excess of such cap. Notwithstanding anything contained in this Agreement or any of the Ancillary Agreements to the contrary, no payments made by the Buyer to the Seller pursuant to Section 2.5 shall be subject to such $45,000,000 cap. Any adjustment to the Purchase Price pursuant to this Section 2.2(b) shall be paid by the Buyer or the Seller, as applicable, by wire transfer of immediately available funds, to an account or accounts designated by the other party hereto in writing on the third (3rd) Business Day following the last day of the Review Period and shall be deemed to be an adjustment to the Purchase Price for all purposes hereunder. (c) If the Seller shall have delivered to the Buyer an Objections Statement during the Review Period, then for ten (10) Business Days (or such longer period as the Seller Parties and the Buyer may agree upon in writing) following the Buyer’s receipt of an Objections Statement (the “Resolution Period”), senior executives of the Seller Parties, on the one hand, and the Buyer, on the other hand, shall negotiate in good faith to reach agreement on all the Disputed Items, and any resolution as to any of the Disputed Items agreed by them shall be final, binding and conclusive for all purposes of determining the Purchase Price and the resulting calculation of the Statutory Capital of each of CLIC and Pyramid included therein shall be deemed to be the Final Statutory Capital Amount hereunder. If the Seller Parties and the Buyer are unable to reach such agreement during the Review Period on all of the Disputed Items, they shall promptly thereafter appoint the Independent Accountant to review this Agreement and the remaining Disputed Items for the purpose of calculating the Closing Date Statutory Capital Amount within thirty (30) days after delivery thereofof such appointment. In making such calculations, the Independent Accountant shall consider only the Disputed Items remaining unresolved and no other matters. With respect to each such Disputed Item, such objection determination, if not in accordance with the position of either the Seller or the Buyer, shall not be more favorable to be evidenced the Seller than the amounts advocated by a written notice asserting that the Seller in the Objections Statement or more favorable to the Buyer than the amounts advocated by the Buyer in the Closing Date Balance Sheet received from Xxxxxxx does not meet the provisions of this Agreement (an “Objection”). In the event that Nordson and Xxxxxxx cannot agree on the Closing Date Balance Sheet within thirty (30) days following the delivery of an Objection, Nordson and Xxxxxxx shall submit the items in dispute Statutory Capital Statement with respect to Deloitte LLP or, if such firm is unable or unwilling to so act, such other internationally-recognized firm of independent public accountants as mutually agreed upon by Nordson and Xxxxxxx (the “Independent Accountants”)Disputed Item. The Independent Accountants Accountant shall finally determine, act as an expert and not as an arbitrator and shall determine the amount of the remaining Disputed Items in accordance with this Section 4, the matters that have been raised in Accounting Principles and shall deliver to the Objection Seller Parties and remain in dispute between Nordson and Xxxxxxx as promptly as reasonably practicable, it being agreed and understood that the Independent Accountants shall not consider or resolve any other matters. The Independent Accountants shall give Buyer a written report setting forth the parties adequate opportunity to present their views in writing and at a hearing or hearings to be held in the presence of Nordson and Xxxxxxx and their respective advisors. The final decision calculations of the Independent Accountants Accountant. Such report shall include the reasons for its decision, but shall not fall outside the positions taken by the parties in respect of the matters that remain in dispute. The determination of the Independent Accountants shall (in the absence of fraud or manifest error) be final and binding on upon the parties. Nordson Seller Parties and Xxxxxxx shall each pay one-half the Buyer and the resulting calculations of the fees Statutory Capital of each of CLIC and Pyramid shall be deemed to be the Final Statutory Capital Amount hereunder. The fees, costs and expenses of retaining the Independent Accountants Accountant shall be borne by the Buyer, on the one hand, and the Seller Parties, on the other hand, in proportion to those matters submitted to the Independent Accountant that are resolved against the Buyer, on the one hand, and the Seller Parties, on the other hand, and the allocation of such fees, costs and expenses shall be so determined by the Independent Accountant. The Buyer shall cause CLIC and Pyramid to, upon request by the Independent Accountant, provide the Independent Accountant with reasonable assistance in reviewing the Disputed Items, including by providing the Independent Accountant and its Representatives with access to such information (including the Books and Records) and personnel and Representatives of CLIC and Pyramid as the Independent Accountant may reasonably request in connection with any such dispute. Such fees and expenses its review of the Disputed Items. The Seller Parties and the Buyer agree to enter into an engagement letter with the Independent Accountants Accountant containing customary terms and conditions for this type of engagement. The Seller Parties and the Buyer shall promptly be paid in cash use their commercially reasonable efforts to cooperate with and provide information and documentation, including work papers, to assist the Independent Accountant. Any such information or documentation provided by wire transfer directly any party hereto to the Independent Accountants upon demandAccountant shall be concurrently delivered to the other parties hereto, subject, in the case of any independent accountant work papers, to such other parties hereto entering into a customary release agreement with respect thereto. Neither the Seller Parties nor the Buyer shall disclose to the Independent Accountant, and the Independent Accountant shall not consider for any purposes, any settlement discussions or settlement offers made by any of the parties hereto with respect to any objection under this Section 2.2. No later than the fifth (5th) Business Day immediately following the resolution of all Disputed Items, the Buyer shall revise the Closing Date Statutory Capital Statement to reflect the resolution of any Disputed Items and the resulting Final Statutory Capital Amount (as so revised, the “Final Statutory Capital Statement”) and shall deliver a copy thereof to the Seller. The Seller shall have three (3) Business Days from the date on which the Final Statutory Capital Statement is delivered to the Seller to review the Final Statutory Capital Statement solely for purposes of confirming that it accurately reflects the prior resolution of all Disputed Items and the resulting Final Statutory Capital Amount. (bd) The Upon the resolution of all Disputed Items, the Purchase Price shall be adjusted, subject to the extent applicable, adjustment as follows: (i) if the Net Working Final Statutory Capital as stated on Statement shows a Statutory Capital Deficit Amount, the Closing Date Balance Sheet as finally calculated exceeds Purchase Price shall be reduced by the Target Net Working Capitalamount equal to the Statutory Capital Deficit Amount, then which amount shall be paid by the Seller to the Buyer in accordance with the provisions of this Section 2.2(d), or (ii) if the Final Statutory Capital Statement shows a Statutory Capital Excess Amount, the Purchase Price shall be increased in an by the amount equal to the Statutory Capital Excess Amount, which amount shall be paid by the Buyer to the Seller in accordance with the provisions of this Section 2.2(d); provided that the Adjusted Purchase Price shall be capped at $45,000,000, and no Statutory Capital Excess Amount shall be paid under this Section 2.2(d) to the extent it would increase the Adjusted Purchase Price to an amount in excess of such excess; and cap. Any adjustment to the Purchase Price pursuant to this Section 2.2(d) shall be paid by the Buyer or the Seller, as applicable, by wire transfer of immediately available funds, to an account or accounts designated by the other party hereto in writing on the third (ii3rd) if Business Day following the Target Net Working delivery of the Final Statutory Capital exceeds Statement, once accepted by the Net Working Capital Buyer as stated on provided in the final sentence of Section 2.2(c). (e) Concurrently with the delivery of the Closing Date Balance Sheet Statutory Capital Statement, the Buyer shall prepare or cause to be prepared and delivered to the Seller an alternative statement, certified by the Chief Financial Officer of the Buyer (the “Alternative Closing Date Statutory Capital Statement”), setting forth an alternative calculation of the amount of the Statutory Capital of CLIC and Pyramid as finally calculatedof the Closing Date, then prepared in the same manner as the Closing Date Statutory Capital Statement, with the sole exception that such Alternative Closing Date Statutory Capital Statement shall, to the extent required by Section 382 of the Code, take into account and reflect the adjustments to such Statutory Capital amounts resulting from the Section 382 Impact (the “Alternative Closing Date Statutory Capital Amount”). The procedures related to the preparation, review, dispute resolution, and finalization of the Alternative Closing Date Statutory Capital Statement and the Alternative Closing Date Statutory Capital Amount shall be the same as those applicable to the Closing Date Statutory Capital Statement and the Closing Date Statutory Capital Amount (the final statement reflecting such finalized alternative calculations, the “Final Alternative Statutory Capital Statement”). If the Purchase Price, calculated pursuant to Section 2.2(d) but using the final Alternative Closing Date Statutory Capital Amount as reflected on the Final Alternative Statutory Capital Statement, would have reduced the Purchase Price calculated pursuant to Section 2.2(d) by more than $5,000,000, the amount of such reduction in excess of $5,000,000 shall constitute the “Section 382 Impact Amount”. For purposes of clarity, if such alternative calculation of the Purchase Price results in an alternative Purchase Price that would have not been more than $5,000,000 less than the Purchase Price calculated pursuant to Section 2.2(d), no further adjustment to the Purchase Price shall be decreased made pursuant to this Agreement to reflect such alternative calculation. The Total Payment Amount for the year ended December 31, 2017 (or the Total Payment Amount for the year ended December 31, 2016 if such payment satisfies in an full the Buyer’s obligations to the Seller under Section 2.5), shall be reduced, but not below zero, by the amount equal to such excessthe Section 382 Impact Amount multiplied by 1.5. Any adjustment effected under this Section 4 Prior to Closing and following the Closing until December 31, 2017 and if requested from the Seller by the Buyer, the Seller shall reimburse the Buyer and its Affiliates for Tax purposes be treated as the reasonable and reasonably documented out-of-pocket costs, not to exceed $200,000, incurred by the Buyer in connection with the preparation of an adjustment opinion by a nationally recognized law firm or accounting firm, addressed to the purchase price payable under this AgreementBuyer or its Affiliates, to the effect that it is “more likely than not” that the Built-in Loss Treatment does not apply. Promptly In the event the Buyer or any of its Affiliates obtains such an opinion, the Buyer shall deliver or cause to be delivered to the Seller a true, correct and complete copy of such opinion within ten (10) Business Days after the final calculation of the Net Working Capital and any adjustment to the Purchase Price under this Section 4, the Principal Amount of the Promissory Note shall be correspondingly adjustedissuance thereof.

Post-Closing Adjustment of the Purchase Price. Within thirty (a30) The Net Working Capital as of days after the Closing, Seller shall make any adjustments necessary to finalize the Closing Date, as well as any adjustment of the Purchase Price resulting therefrom, shall be determined on the basis of a balance sheet of the Transferred Entities Balance Sheet as of the close of business on the Closing Date (the “"Final Closing Date Balance Sheet”)") and furnish a copy thereof to Purchaser and to Ernst & Young LLP (E&Y) within such period. The parties shall jointly retain E&Y to conduct an audit of the respective amounts shown for Accounts Receivable, which shall be prepared Prepaid Expenses, Accrued Liabilities, and Inventory in the Final Closing Balance Sheet. In conducting such audit, E&Y will verify that the amounts shown for Accounts Receivable, Prepaid Expenses, Accrued Liabilities and Inventory in the Final Closing Balance Sheet were accounted for in accordance with the sample balance sheet internal accounting policies of Seller as described in Schedule 3.4. Upon the completion of January 31such procedures, 2010 set forth on Exhibit C hereto but in any event not more than ninety (the “Sample Closing Date Balance Sheet”). Xxxxxxx shall deliver to Nordson a proposed Closing Date Balance Sheet showing the calculation of the Net Working Capital as of the close of business on the Closing Date no later than sixty (6090) days after from the Closing Date. In connection with Nordson’s review of the Closing Date Balance Sheet, Xxxxxxx E&Y shall provide Nordson with access issue concurrently to the applicable books, records, properties, assets and employees of the Transferred Business, and copies of all supporting work papers generated in connection with the preparation of the Closing Date Balance Sheet, as shall be reasonably necessary for Nordson to complete its review of the Closing Date Balance Sheet. The Closing Date Balance Sheet shall become binding as between the parties if (i) Nordson approves the Closing Date Balance Sheet or (ii) Nordson does not object within thirty (30) days after delivery thereof, such objection to be evidenced by a written notice asserting that the Closing Date Balance Sheet received from Xxxxxxx does not meet the provisions of this Agreement (an “Objection”). In the event that Nordson and Xxxxxxx cannot agree on the Closing Date Balance Sheet within thirty (30) days following the delivery of an Objection, Nordson and Xxxxxxx shall submit the items in dispute to Deloitte LLP or, if such firm is unable or unwilling to so act, such other internationally-recognized firm of independent public accountants as mutually agreed upon by Nordson and Xxxxxxx (the “Independent Accountants”). The Independent Accountants shall finally determine, in accordance with this Section 4, the matters that have been raised in the Objection and remain in dispute between Nordson and Xxxxxxx as promptly as reasonably practicable, it being agreed and understood that the Independent Accountants shall not consider or resolve any other matters. The Independent Accountants shall give the parties adequate opportunity to present their views in writing and at a hearing or hearings to be held in the presence of Nordson and Xxxxxxx and their respective advisors. The final decision of the Independent Accountants shall include the reasons for its decision, but shall not fall outside the positions taken by the parties in respect of the matters that remain in dispute. The determination of the Independent Accountants shall (in the absence of fraud or manifest error) be final and binding on the parties. Nordson and Xxxxxxx shall each pay one-half of the fees and expenses of the Independent Accountants in connection with any such dispute. Such fees and expenses of the Independent Accountants shall promptly be paid in cash or by wire transfer directly to the Independent Accountants upon demand. (b) The Purchase Price shall be adjusted, to the extent applicable, as follows: (i) its audit report setting forth its conclusions and adjustments (if any) to the Net Working Capital as stated on the Final Closing Date Balance Sheet as finally calculated exceeds the Target Net Working Capital, then the Purchase Price shall be increased in an amount equal to such excessSheet; and (ii) if a special report which is limited to a tabulation of the Target Net Working Capital exceeds difference in the Net Working Capital as stated on respective amounts shown for Accounts Receivable, Prepaid Expenses, Accrued Liabilities, and Inventory from the Closing Date Balance Sheet as finally calculatedto Final Closing Balance Sheet, then and the Purchase Price shall be decreased in an amount equal to such excessresultant purchase price adjustment. Any adjustment effected under this Section 4 shall for Tax purposes be treated as an adjustment to difference between the purchase price payable under adjustment amount so calculated by E&Y and the amount of the Adjustment to Purchase Price made at Closing shall be promptly settled by cash payment between the parties. The fees and expenses of E&Y in performing such work will be invoiced to and borne by the Purchaser and Seller on a 50/50 basis. It is understood and agreed that no other findings, conclusions, adjustments, qualifications, or recommendations of E&Y resulting from or arising in connection with its audit of the Final Closing Balance Sheet shall be material to the parties for the purposes of this AgreementSection 3.4 or included by E&Y in its special report for the purposes of this Section 3.4. Promptly after Notwithstanding the foregoing, the parties have agreed that for the purposes of the foregoing audit of Accrued Liabilities, the frozen medical accrual of $92,000 shall not be audited or adjusted in connection therewith, the parties having stipulated and accepted $92,000 as the final calculation number for the purposes of this item. Detail regarding the Net Working Capital and any adjustment to the Purchase Price under this Section 4, the Principal Amount of the Promissory Note shall be correspondingly adjustedfrozen medical accrual is included with Schedule 3.4.