Common use of Post-Closing Adjustment Payment Clause in Contracts

Post-Closing Adjustment Payment. Any portion of the Net Working Capital, Closing Cash, Closing Restricted Funds, Closing Indebtedness, Closing Transaction Expenses, Closing Capitalized Lease Obligations, CapEx Adjustment, Loan Termination and Assumption Costs, Madison Investment and Pre-Closing Reorganization Adjustment set forth on the Preliminary Statement that is not disputed by an Objection Statement shall become final and binding upon the parties, and if (x) the net adjustment to the Total Equity Value in respect of such undisputed items (the “Net Undisputed Amount”) would result in a payment to the Purchaser, on the one hand, or the Sellers and the Merger Cash Recipients, on the other (as applicable, the “Total Equity Value Adjustment Payee”) and (y) all items disputed in all Objection Statements (the aggregate amount of such disputed items, the “Disputed Amount”) would result in a payment to the party other than the Total Equity Value Adjustment Payee regardless of the resolution of such dispute that is less than the Net Undisputed Amount, then the parties shall pay to the Total Equity Value Adjustment Payee the excess of the Net Undisputed Amount over such Disputed Amount in accordance with Section 1.06(e) within five (5) Business Days following the conclusion of the Review Period. The Purchaser shall promptly (but in any event within five (5) Business Days) deliver or cause to be delivered to the Sellers and the Merger Cash Recipients any amounts finally determined pursuant to Section 1.06(e) to be due by the Purchaser by wire transfer of immediately available funds to an account or accounts designated by the Representative in writing not less than two (2) Business Days prior to the date of such payment. The Representative and the Purchaser shall promptly (but in any event within five (5) Business Days) deliver joint instructions to the Escrow Agent instructing the Escrow Agent to pay from the Escrow Account to an account or accounts designated by the Purchaser any amounts finally determined pursuant to Sections 1.06(d) and 1.06(e) to be due by the Sellers. The Escrow Account shall be the Purchaser’s sole recourse with respect to, and the exclusive source of funds for, any payments required to be made by the Sellers pursuant to Section 1.06(d), 1.06(e) and this Section 1.07.

Post-Closing Adjustment Payment. Any portion of (a) If the Net Working CapitalFinal Merger Consideration is greater than the Closing Merger Consideration, Closing Cash, Closing Restricted Funds, Closing Indebtedness, Closing Transaction Expenses, Closing Capitalized Lease Obligations, CapEx Adjustment, Loan Termination and Assumption Costs, Madison Investment and Pre-Closing Reorganization Adjustment set forth on the Preliminary Statement that is not disputed by an Objection Statement shall become final and binding upon the parties, and if (xi) the net adjustment to the Total Equity Value in respect of such undisputed items (the “Net Undisputed Amount”) would result in a payment to the Purchaser, on the one hand, or the Sellers and the Merger Cash Recipients, on the other (as applicable, the “Total Equity Value Adjustment Payee”) and (y) all items disputed in all Objection Statements (the aggregate amount of such disputed items, the “Disputed Amount”) would result in a payment to the party other than the Total Equity Value Adjustment Payee regardless of the resolution of such dispute that is less than the Net Undisputed Amount, then the parties shall pay to the Total Equity Value Adjustment Payee the excess of the Net Undisputed Amount over such Disputed Amount in accordance with Section 1.06(e) within five (5) Business Days following the conclusion of the Review Period. The Purchaser Parent shall promptly (but in any event within five two (52) Business DaysDays following the final determination of the Final Merger Consideration) deliver or cause pay to be delivered (A) the Paying Agent (for distribution to the Sellers Common Stockholders), the Stockholder Percentage of the amount equal to (x) such difference, minus (y) any fees, expenses and the Merger Cash Recipients any amounts finally determined pursuant to Section 1.06(e) to portion thereof that would be due by to a Dissenting Stockholder (such amount, the Purchaser “Positive Adjustment Difference”) by wire transfer of immediately available funds to an account or accounts designated in writing by the Representative Paying Agent to the Parent, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (B) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing not less than two (2) Business Days prior by the Paying Agent to the date Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (C) the Surviving Company (for distribution to Optionholders in accordance with the terms (including the timing and manner of such payment. The ) of Section 1.03), the Optionholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent, and (ii) the Seller Representative and the Purchaser Parent shall promptly (but in any event within five (5) Business Days) deliver joint written instructions to the Escrow Agent instructing to cause the Escrow Agent to pay from to (x) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Purchase Price Escrow Account Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account or accounts designated in writing by the Purchaser any amounts finally determined pursuant Paying Agent to Sections 1.06(d) and 1.06(e) to be due by the Sellers. The Escrow Account shall be the Purchaser’s sole recourse with respect toParent, and the exclusive source Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (y) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Purchase Price Escrow Amount by wire transfer of immediately available funds for, any payments required to be made an account designated in writing by the Sellers pursuant Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount and (z) the Surviving Company (for distribution to the holders of Options in accordance with the terms (including the timing and manner of payment) of Section 1.06(d1.03), 1.06(ethe Optionholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) and this Section 1.07by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent.

Post-Closing Adjustment Payment. Any portion of (a) If the Net Working Capital, Closing Cash, Closing Restricted Funds, Closing Indebtedness, Closing Transaction Expenses, Closing Capitalized Lease Obligations, CapEx Adjustment, Loan Termination and Assumption Costs, Madison Investment and Pre-Closing Reorganization Adjustment set forth on the Preliminary Statement that Final Cash Consideration is not disputed by an Objection Statement shall become final and binding upon the parties, and if (x) the net adjustment to the Total Equity Value in respect of such undisputed items (the “Net Undisputed Amount”) would result in a payment to the Purchaser, on the one hand, or the Sellers and the Merger Cash Recipients, on the other (as applicable, the “Total Equity Value Adjustment Payee”) and (y) all items disputed in all Objection Statements (the aggregate amount of such disputed items, the “Disputed Amount”) would result in a payment to the party other greater than the Total Equity Value Adjustment Payee regardless of the resolution of such dispute that is less than the Net Undisputed AmountClosing Cash Consideration, then the parties shall pay to the Total Equity Value Adjustment Payee the excess of the Net Undisputed Amount over such Disputed Amount in accordance with Section 1.06(e(i) within five (5) Business Days following the conclusion of the Review Period. The Purchaser Parent shall promptly (but in any event within five (5) Business DaysDays following the final determination of the Final Cash Consideration) deliver or cause to be delivered pay to the Sellers Payments Administrator an amount equal to such difference (the "Excess Amount"), by wire transfer of immediately available funds to the account designated by the Payments Administrator for the benefit of the Securityholders and the Merger Cash Recipients Payments Administrator shall distribute to each Securityholder its pro rata portion thereof based on its Pro Rata Percentage; provided that, with respect to any amounts finally determined pursuant holder of a Cash-Out Option or MIP Participant, Parent shall pay to Section 1.06(ethe Surviving Company (for distribution to such holder of the Cash-Out Options or MIP Participant) to be due by such holder's or participant's pro rata portion of the Purchaser Excess Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by the Representative Surviving Company, in writing not less than two (2) Business Days prior lieu of including such amount in its payment to the date of such payment. The Payments Administrator pursuant to clause (i) above; and (ii) the Representative and the Purchaser Parent shall promptly (but in any event within five (5) Business Days) deliver joint written instructions to the Escrow Agent instructing to cause the Escrow Agent to pay from to the Payments Administrator the funds in the Purchase Price Adjustment Escrow Account to an account or accounts designated by for the Purchaser any amounts finally determined pursuant to Sections 1.06(d) and 1.06(e) to be due by benefit of the Sellers. The Escrow Account shall be the Purchaser’s sole recourse with respect toSecurityholders, and the exclusive source of funds for, any payments required Payments Administrator shall distribute to be made each Securityholder its pro rata portion thereof based on its Pro Rata Percentage. In no event shall the amount paid by the Sellers Parent pursuant to Section 1.06(d), 1.06(e) and this Section 1.071.10(a) be greater than an amount equal to the sum of the Purchase Price Adjustment Escrow Amount and the amount, if any, remaining in the Indemnification Escrow Account as of the date of any payment pursuant to this Section 1.10.

Post-Closing Adjustment Payment. Any portion of If the Net Working Capital, Closing Cash, Closing Restricted Funds, Closing Indebtedness, Closing Transaction Expenses, Closing Capitalized Lease Obligations, CapEx Adjustment, Loan Termination and Assumption Costs, Madison Investment and Pre-Closing Reorganization Adjustment set forth on the Preliminary Statement that Final Purchase Price is not disputed by an Objection Statement shall become final and binding upon the parties, and if (x) the net adjustment to the Total Equity Value in respect of such undisputed items (the “Net Undisputed Amount”) would result in a payment to the Purchaser, on the one hand, or the Sellers and the Merger Cash Recipients, on the other (as applicable, the “Total Equity Value Adjustment Payee”) and (y) all items disputed in all Objection Statements (the aggregate amount of such disputed items, the “Disputed Amount”) would result in a payment to the party other greater than the Total Equity Value Adjustment Payee regardless of the resolution of such dispute that is less than the Net Undisputed AmountClosing Purchase Price, then the parties shall pay to the Total Equity Value Adjustment Payee the excess of the Net Undisputed Amount over such Disputed Amount in accordance with Section 1.06(e(a) within five (5) Business Days following the conclusion of the Review Period. The Purchaser shall promptly (but in any event within five two (52) Business Days) deliver pay, or cause to be delivered paid, to Sellers (in accordance with their Pro Rata Ownership Percentages) an aggregate amount equal to the lesser of (i) such excess and (ii) an amount equal to the Adjustment Escrow Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Sellers' Representative to Purchaser and (b) Purchaser and Sellers' Representative shall promptly (but in any event within three (3) Business Days) cause the Escrow Agent to release all funds in the Adjustment Escrow Account to Sellers (in accordance with their Pro Rata Ownership Percentages) by wire transfer of immediately available funds to an account or accounts designated in writing by Sellers' Representative to the Escrow Agent. If the Final Purchase Price is less than the Closing Purchase Price, Purchaser and Sellers' Representative shall promptly (but in any event within three (3) Business Days) cause the Merger Cash Recipients any amounts finally determined pursuant Escrow Agent to Section 1.06(e(a) release to be due by the Purchaser by wire transfer of immediately available funds to an account or accounts designated by the Representative in writing not less than two (2) Business Days prior by Purchaser to Escrow Agent an aggregate amount equal to the date lesser of (i) the absolute value of such payment. The Representative difference and (ii) the Purchaser shall promptly Adjustment Escrow Amount, and (but b) release all remaining funds, if any, in any event within five (5) Business Days) deliver joint instructions to the Escrow Agent instructing the Escrow Agent to pay from the Adjustment Escrow Account to Sellers (in accordance with their Pro Rata Ownership Percentages) by wire transfer of immediately available funds to an account or accounts designated in writing by Sellers' Representative to the Purchaser any amounts finally determined pursuant to Sections 1.06(d) Escrow Agent. For federal, state, local and 1.06(e) to be due foreign income Tax purposes, except as otherwise required by the Sellers. The Escrow Account shall be the Purchaser’s sole recourse with respect to, and the exclusive source of funds forLaw, any payments required to be made by the Sellers pursuant to Section 1.06(d), 1.06(e) and this Section 1.071.05 shall be treated as an adjustment to the Closing Purchase Price.

Post-Closing Adjustment Payment. Any portion of If the Net Working Capital, Closing Cash, Closing Restricted Funds, Closing Indebtedness, Closing Transaction Expenses, Closing Capitalized Lease Obligations, CapEx Adjustment, Loan Termination and Assumption Costs, Madison Investment and Pre-Closing Reorganization Adjustment set forth on the Preliminary Statement that Final Residual Cash Consideration is not disputed by an Objection Statement shall become final and binding upon the parties, and if (x) the net adjustment to the Total Equity Value in respect of such undisputed items (the “Net Undisputed Amount”) would result in a payment to the Purchaser, on the one hand, or the Sellers and the Merger Cash Recipients, on the other (as applicable, the “Total Equity Value Adjustment Payee”) and (y) all items disputed in all Objection Statements (the aggregate amount of such disputed items, the “Disputed Amount”) would result in a payment to the party other greater than the Total Equity Value Adjustment Payee regardless of the resolution of such dispute that is less than the Net Undisputed AmountClosing Residual Cash Consideration, then the parties shall pay to the Total Equity Value Adjustment Payee the excess of the Net Undisputed Amount over such Disputed Amount in accordance with Section 1.06(e(a) within five (5) Business Days following the conclusion of the Review Period. The Purchaser shall promptly (but in any event within five (5) Business Days) deliver or cause to be delivered to the Sellers and the Merger Cash Recipients any amounts finally determined pursuant to Section 1.06(e) to be due by the Purchaser by wire transfer of immediately available funds to an account or accounts designated by the Representative in writing not less than two (2) Business Days prior to the date of such payment. The Representative and the Purchaser shall promptly (but in any event within five (5) Business Days) deliver pay to the Representative (for the benefit of the Preferred Stockholders) the amount of such difference by wire transfer of immediately available funds to an account or accounts designated in writing by the Representative to the Purchaser and (b) the Purchaser and the Representative shall promptly (but in any event within two (2) Business Days) send a joint instructions written instruction to the Escrow Agent instructing the Escrow Agent to pay from deliver to the Escrow Account Representative (for the benefit of the Preferred Stockholders), by wire transfer of immediately available funds to an account or accounts designated in writing by the Representative all funds in the Purchase Price Adjustment Escrow Account. If the Final Residual Cash Consideration is less than the Closing Residual Cash Consideration, the Representative (on behalf of the Preferred Stockholders) and the Purchaser shall promptly (but in any event within two (2) Business Days) send a joint written instruction to the Escrow Agent instructing the Escrow Agent to (i) pay to the Purchaser solely from and only to the extent of the Purchase Price Adjustment Escrow Amount each Preferred Stockholder’s portion of the absolute value of such difference by wire transfer of immediately available funds to one or more accounts designated by the Purchaser to the Representative; provided that if the Purchase Price Adjustment Escrow Amount is insufficient to pay such difference in full, the shortfall shall be paid from the Indemnity Escrow Account, to the extent funds are available therein, and (ii) to deliver to the Representative (for the benefit of the Preferred Stockholders), by wire transfer of immediately available funds to an account or accounts designated in writing by the Representative all funds, if any, remaining in the Purchase Price Adjustment Escrow Account following the payment set forth in the immediately preceding clause (i). The Common Stockholders, the Preferred Stockholders and the Representative shall not have any liability for any amounts finally determined pursuant due to Sections 1.06(d) and 1.06(e) to be due by the Sellers. The Escrow Account shall be the Purchaser’s sole recourse with respect to, and the exclusive source of funds for, any payments required to be made by the Sellers Purchaser pursuant to Section 1.06(d), 1.06(e) and 1.09 or this Section 1.071.10 except to the extent of the funds available in the Purchase Price Adjustment Escrow Account and the Indemnity Escrow Account. Notwithstanding anything to the contrary herein, holders of Dissenting Shares shall not participate in the provisions of Section 1.09 or this Section 1.10.

Post-Closing Adjustment Payment. Any portion (a) If the Final Merger Consideration is greater than the Closing Merger Consideration, (i) Parent and Merger Sub (including, for the avoidance of the Net Working Capital, Closing Cash, Closing Restricted Funds, Closing Indebtedness, Closing Transaction Expenses, Closing Capitalized Lease Obligations, CapEx Adjustment, Loan Termination and Assumption Costs, Madison Investment and Pre-Closing Reorganization Adjustment set forth on the Preliminary Statement that is not disputed by an Objection Statement shall become final and binding upon the parties, and if (x) the net adjustment to the Total Equity Value in respect of such undisputed items (the “Net Undisputed Amount”) would result in a payment to the Purchaser, on the one hand, or the Sellers and the Merger Cash Recipients, on the other (as applicabledoubt, the “Total Equity Value Adjustment Payee”) and (y) all items disputed in all Objection Statements (the aggregate amount of such disputed items, the “Disputed Amount”) would result in a payment to the party other than the Total Equity Value Adjustment Payee regardless of the resolution of such dispute that is less than the Net Undisputed Amount, then the parties shall pay to the Total Equity Value Adjustment Payee the excess of the Net Undisputed Amount over such Disputed Amount in accordance with Section 1.06(e) within five (5) Business Days Surviving Company following the conclusion of the Review Period. The Purchaser Closing) shall promptly (but in any event within five Business Days following the final determination of the Final Merger Consideration) pay to (5A) Business Daysthe Paying Agent the amount of such difference (less the Optionholder Percentage of the amount of such difference) deliver or cause for distribution to be delivered to each Securityholder its Pro Rata Share (in respect of any shares of Common Stock and/or Vested Options held by such Securityholder) of the Sellers and the Merger Cash Recipients any amounts finally determined pursuant to Section 1.06(e) to be due by the Purchaser amount of such difference, by wire transfer of immediately available funds to an the account or accounts designated in writing by the Representative in writing not less than two Paying Agent, and (2B) Business Days prior the Escrow Agent (for distribution to the date holders of the Unvested Time Options in accordance with each such holder’s Pro Rata Share of such payment. The difference in respect of the Unvested Time Options and Section 2.3(b)) the Optionholder Percentage of the amount of such difference by wire transfer of immediately available funds to the Optionholder Escrow Account, and Parent and the Representative shall cause the Escrow Agent, subject to Section 2.13, to pay each such holder its Pro Rata Share of such difference in respect of Unvested Time Options following each such time as any such Option Consideration related to such holder’s Restricted Cash Awards becomes payable to each such holder; provided that in no event shall the amount paid by Parent pursuant to this Section 2.10(a)(i) exceed $[Redacted dollar amount]; and (ii) the Representative and the Purchaser Parent shall promptly (but in any event within five (5) Business DaysDays following the final determination of the Final Merger Consideration) deliver joint written instructions to the Escrow Agent instructing to cause the Escrow Agent to pay from to (x) each Securityholder its Pro Rata Share in respect of Common Stock (including Common Stock received pursuant to Section 2.3(a)) of the funds comprising the Adjustment Escrow Amount by wire transfer of immediately available funds, and (y) into the Optionholder Escrow Account (for distribution to an account or accounts designated the holders of the Unvested Time Options in accordance with each such holder’s Pro Rata Share in respect of Unvested Time Options of the funds comprising the Adjustment Escrow Amount and Section 2.3(b)) the Optionholder Percentage of the funds comprising the Adjustment Escrow Amount by wire transfer of immediately available funds to the Purchaser any amounts finally determined pursuant to Sections 1.06(d) and 1.06(e) to be due by the Sellers. The Optionholder Escrow Account shall be the Purchaser’s sole recourse with respect toAccount, and the exclusive source Escrow Agent shall pay each such holder its Pro Rata Share in respect of Unvested Time Options of such funds for, following each such time as any payments required such Option Consideration related to be made by the Sellers pursuant such holder’s Restricted Cash Awards becomes payable to Section 1.06(d), 1.06(e) and this Section 1.07each such holder.

Post-Closing Adjustment Payment. Any portion of (a) If the Net Working Capital, Final Closing Cash, Closing Restricted Funds, Closing Indebtedness, Closing Transaction Expenses, Closing Capitalized Lease Obligations, CapEx Adjustment, Loan Termination and Assumption Costs, Madison Investment and Pre-Closing Reorganization Adjustment set forth on the Preliminary Statement that Aggregate Consideration is not disputed by an Objection Statement shall become final and binding upon the parties, and if (x) the net adjustment greater than or equal to the Total Equity Value in respect of such undisputed items Closing Aggregate Consideration, (the “Net Undisputed Amount”i) would result in a payment to the Purchaser, on the one hand, or the Sellers and the Merger Cash Recipients, on the other (as applicable, the “Total Equity Value Adjustment Payee”) and (y) all items disputed in all Objection Statements (the aggregate amount of such disputed items, the “Disputed Amount”) would result in a payment to the party other than the Total Equity Value Adjustment Payee regardless of the resolution of such dispute that is less than the Net Undisputed Amount, then the parties shall pay to the Total Equity Value Adjustment Payee the excess of the Net Undisputed Amount over such Disputed Amount in accordance with Section 1.06(e) within five (5) Business Days following the conclusion of the Review Period. The Purchaser shall promptly (but in any event within five three (53) Business DaysDays of the determination of the Final Closing Aggregate Consideration) deliver pay, or cause to be delivered paid, to the Sellers and Equityholder Representative (for the Merger Cash Recipients any amounts finally determined pursuant to benefit of the Equityholders) in accordance with Section 1.06(e1.11(b) to be due by the Purchaser amount of such excess, if any, by wire transfer of immediately available funds to an the account or accounts designated in writing by the Equityholder Representative in writing not less than two to Purchaser, and (2ii) Business Days prior to the date of such payment. The Equityholder Representative and the Purchaser shall promptly (but in any event within five three (53) Business DaysDays of the determination of the Final Closing Aggregate Consideration) deliver joint jointly instruct the Escrow Agent to release to the Equityholders in accordance with Section 1.11(b) the remaining funds in the Purchase Price Adjustment Escrow Account, by wire transfer of immediately available funds, in accordance with the wire transfer instructions designated in writing by the Equityholder Representative to the Escrow Agent instructing Agent. If the Final Closing Aggregate Consideration is less than the Closing Aggregate Consideration, (x) the Equityholder Representative and Purchaser shall promptly (but in any event within three (3) Business Days of the determination of the Final Closing Aggregate Consideration) jointly instruct the Escrow Agent to pay to Purchaser from the Purchase Price Adjustment Escrow Amount the absolute value of such difference by wire transfer of immediately available funds to one or more accounts designated in writing by Purchaser to the Escrow Agent; provided that (A) to the extent the absolute value of such difference exceeds the Purchase Price Adjustment Escrow Amount (the amount of such excess, the "Shortfall Amount"), Purchaser and the Equityholder Representative shall promptly (but in any event within three (3) Business Days of the determination of the Final Closing Aggregate Consideration and simultaneously with the instruction in clause (x)) jointly instruct the Escrow Agent to pay to Purchaser the Shortfall Amount from the Indemnity Escrow Account simultaneously with the payment to an Purchaser from the Purchase Price Adjustment Escrow Account and (B) to the extent that the absolute value of such difference is less than the Purchase Price Adjustment Escrow Amount and any balance in the Purchase Price Adjustment Escrow Account will remain after such payment to Purchaser from the Purchase Price Adjustment Escrow Account, the Equityholder Representative and Purchaser shall promptly (but in any event within three (3) Business Days of the determination of the Final Closing Aggregate Consideration and simultaneously with the instruction in clause (x)) jointly instruct the Escrow Agent to pay, to the Equityholders in accordance with Section 1.11(b), the amount remaining in the Purchase Price Adjustment Escrow Account, to the account or accounts designated in writing by the Purchaser Equityholder Representative to the Escrow Agent. Neither the Equityholders nor the Equityholder Representative shall have any liability for any amounts finally determined due pursuant to Sections 1.06(d) Section 2.2 or Section 2.3 in excess of the Escrow Amount, and 1.06(e) to be Purchaser's sole source of recourse and recovery for such amounts due by the Sellers. The Escrow Account shall be the Purchaser’s sole recourse with respect tofunds available in the Purchase Price Adjustment Escrow Account or the Indemnity Escrow Account, and the exclusive source of funds for, any payments required to be made by the Sellers pursuant to Section 1.06(d), 1.06(e) and this Section 1.07as applicable.

Post-Closing Adjustment Payment. Any portion of If the Final Closing Date Net Working Capital as determined pursuant to Section 2.10 above is greater than the Estimated Closing Date Net Working Capital, Closing Cash, Closing Restricted Funds, Closing Indebtedness, Closing Transaction Expenses, Closing Capitalized Lease Obligations, CapEx Adjustment, Loan Termination and Assumption Costs, Madison Investment and Pre-Closing Reorganization Adjustment set forth on the Preliminary Statement that is not disputed by an Objection Statement Purchaser shall become final and binding upon the parties, and if (x) the net adjustment to the Total Equity Value in respect of pay such undisputed items (the “Net Undisputed Amount”) would result in a payment to the Purchaser, on the one hand, or the Sellers excess and the Merger Cash RecipientsNWC Holdback in the form of cash, on the other (as applicable, the “Total Equity Value Adjustment Payee”) and (y) all items disputed in all Objection Statements (the aggregate amount by way of such disputed items, the “Disputed Amount”) would result in a payment to the party other than the Total Equity Value Adjustment Payee regardless of the resolution of such dispute that is less than the Net Undisputed Amount, then the parties shall pay to the Total Equity Value Adjustment Payee the excess of the Net Undisputed Amount over such Disputed Amount in accordance with Section 1.06(e) within five (5) Business Days following the conclusion of the Review Period. The Purchaser shall promptly (but in any event within five (5) Business Days) deliver or cause to be delivered to the Sellers and the Merger Cash Recipients any amounts finally determined pursuant to Section 1.06(e) to be due by the Purchaser by wire transfer of immediately available funds as follows: (a) 13.632% of the excess and the NWC Holdback to an account or accounts designated by the Representative SCP Account, and (b) 86.368% of the excess and the NWC Holdback to the Paying Agent, for distribution to the Shareholders as provided in writing not Sections 2.2(b) and 2.3. If the Final Closing Date Net Working Capital as determined pursuant to Section 2.10 above is less than two (2) Business Days prior to the date of such payment. The Representative and Estimated Closing Date Net Working Capital, the Purchaser shall promptly be entitled to recover the amount by which the Estimated Closing Date Net Working Capital exceeds the Final Closing Date Net Working Capital (but in any event within five (5) Business Days) deliver joint instructions the “Shortfall”), first by applying and retaining the NWC Holdback, and to the Escrow Agent instructing extent the Escrow Agent Shortfall exceeds the NWC Holdback (“Excess Shortfall”) (a) the Purchaser shall cancel pursuant to pay the Holdback Agreement that number of Holdback Shares equal to the amount of the Excess Shortfall divided by the Closing Price, and (b) the Shareholder Representative shall distribute an amount equal to 13.632% of the Excess Shortfall from the Escrow SCP Account to an account the Shareholders in accordance with their Pro Rata Share. Each Shareholder entitled to receive a portion of the Merger Consideration hereunder shall be severally liable for the amount of any such Excess Shortfall pursuant to this Section 2.11 to the extent of his/her/its Pro Rata Share of the Excess Shortfall, and such liability shall be in addition to, independent of, and not subject to any deductible, limitation, threshold or accounts designated exclusivity provision set forth in Article IX or elsewhere in this Agreement. Accordingly, any cancellation by Purchaser of Holdback Shares pursuant to this Section 2.11 shall be effected by cancelling the number of Holdback Shares issued in the name of each Shareholder equal to such Shareholder's Pro Rata Share multiplied by the amount of the Excess Shortfall, divided by the Closing Price. If the NWC Holdback exceeds the Shortfall (the extent of such excess hereinafter referred to as the “Excess NWC Holdback”), the Purchaser any amounts finally determined pursuant shall pay the Excess NWC Holdback in the form of the cash, by way of wire transfer of immediately available funds as follows: (a) 13.632% of the Excess NWC Holdback to the SCP Account and (b) 86.368% of the Excess NWC Holdback to the Paying Agent, for distribution to the Shareholders as provided in Sections 1.06(d2.2(b) and 1.06(e2.3. If the Final Closing Date Net Working Capital equals the Estimated Closing Date Net Working Capital, the Purchaser shall pay the NWC Holdback in the form of cash, by way of wire transfer of immediately available funds as follows: (a) 13.632% of the NWC Holdback to be due by the Sellers. The Escrow Account shall be the Purchaser’s sole recourse with respect toSCP Account, and (b) 86.368% of the exclusive source of funds forNWC Holdback to the Paying Agent, any payments required for distribution to be made by the Sellers pursuant to Section 1.06(d), 1.06(eShareholders as provided in Sections 2.2(b) and this Section 1.072.3.

Post-Closing Adjustment Payment. Any portion of 1.4.1. If the Net Working Capital, Closing Cash, Closing Restricted Funds, Closing Indebtedness, Closing Transaction Expenses, Closing Capitalized Lease Obligations, CapEx Adjustment, Loan Termination and Assumption Costs, Madison Investment and Pre-Closing Reorganization Adjustment set forth on the Preliminary Statement that Amount as finally determined pursuant to SECTION 1.3 above is not disputed by an Objection Statement shall become final and binding upon the parties, and if (x) the net adjustment to the Total Equity Value in respect of such undisputed items (the “Net Undisputed Amount”) would result in a payment to the Purchaser, on the one hand, or the Sellers and the Merger Cash Recipients, on the other (as applicable, the “Total Equity Value Adjustment Payee”) and (y) all items disputed in all Objection Statements (the aggregate amount of such disputed items, the “Disputed Amount”) would result in a payment to the party other than the Total Equity Value Adjustment Payee regardless of the resolution of such dispute that is less than the Net Undisputed Amountpositive number, then the parties shall pay to the Total Equity Value Adjustment Payee the excess of the Net Undisputed Amount over such Disputed Amount in accordance with Section 1.06(e) within five (5) Business Days following the conclusion of the Review Period. The Purchaser Buyer shall promptly (but in any event within five (5) Business Daysbusiness days) deliver or cause to be delivered to the Sellers and Parent the Merger Cash Recipients any amounts finally determined pursuant to Section 1.06(e) to be due by the Purchaser Net Adjustment Amount by wire transfer of immediately available funds to an account or accounts designated by the Representative in writing not less than two (2) Business Days prior Parent, together with interest thereon from the Closing Date to the date of such paymentactual payment at a variable rate equal to the prime rate (as reported in the WALL STREET JOURNAL "MONEY RATES") from and including the Closing Date to, but not including, the date of payment (the "NET ADJUSTMENT INTEREST AMOUNT"). The Representative If the Net Adjustment Amount as finally determined pursuant to SECTION 1.3 above is a negative number, then the Buyer, at its option, shall be entitled to cash contained in the Escrow Account to the extent of the absolute value of the Net Adjustment Amount (or any portion thereof), together with the Net Adjustment Interest Amount. In the event the Buyer elects to have only a portion or none of the absolute value of the Net Adjustment Amount, together with the Net Adjustment Interest Amount, satisfied by the Escrow Account or if the absolute value of the Net Adjustment Amount, together with the Net Adjustment Interest Amount, exceeds the amount in the Escrow Fund, then the Parent shall, and the Purchaser Lenders shall cause the Parent to, promptly (but in any event within five (5) Business Daysbusiness days) deliver joint instructions pay to the Escrow Agent instructing Buyer, to the Escrow Agent extent of any amounts that the Buyer does not elect to pay have paid from the Escrow Account Account, the absolute value of the Net Adjustment Amount by wire transfer of immediately available funds to an account one or more accounts designated by the Purchaser Buyer, together with the Net Adjustment Interest Amount, to the extent of any amounts finally determined pursuant that the Buyer does not elect to Sections 1.06(d) and 1.06(e) to be due by have paid from the Sellers. The Escrow Account shall be the Purchaser’s sole recourse with respect to, and the exclusive source of funds for, any payments required to be made by the Sellers pursuant to Section 1.06(d), 1.06(e) and this Section 1.07Account.

Post-Closing Adjustment Payment. Any portion of the Net Working Capital, Closing Cash, Closing Restricted Funds, Closing Indebtedness, Closing Transaction Expenses, Closing Capitalized Lease Obligations, CapEx Adjustment, Loan Termination and Assumption Costs, Madison Investment and Pre-Closing Reorganization Adjustment set forth on the Preliminary Statement that is not disputed by an Objection Statement shall become final and binding upon the parties, and if (x) the net adjustment to the Total Equity Value in respect of such undisputed items (the “Net Undisputed Amount”) would result in a payment to the Purchaser, on the one hand, or the Sellers and the Merger Cash Recipients, on the other (as applicable, the “Total Equity Value Adjustment Payee”) and (y) all items disputed in all Objection Statements (the aggregate amount of such disputed items, the “Disputed Amount”) would result in a payment to the party other than the Total Equity Value Adjustment Payee regardless of the resolution of such dispute that is less than the Net Undisputed Amount, then the parties shall pay to the Total Equity Value Adjustment Payee the excess of the Net Undisputed Amount over such Disputed Amount in accordance with Section 1.06(e) within five (5) Business Days following the conclusion of the Review Period. The Purchaser Buyer shall promptly (but in any event within five (5) Business Daysbusiness days after the final determination of the Final Consideration pursuant to Section 2.11) deliver or cause to be delivered to the Sellers Representative (on behalf of the Stockholders and the Merger Cash Recipients Optionholders to the extent of each Person's Common Percentage) any amounts finally determined pursuant to Section 1.06(e) 2.11 to be due by the Purchaser from Buyer by wire transfer of immediately available funds to an account or accounts designated by the Representative in writing not less than two (2) Business Days prior to the date of such paymentRepresentative. The Representative shall promptly deliver such amounts to the Stockholders and the Purchaser Optionholders according to each Stockholder's and Optionholder's Common Percentage. In the event any amounts are due from the Stockholders and Optionholders pursuant to Section 2.11, within two business days after the final determination of the Final Consideration pursuant to Section 2.11, Buyer shall deliver to the Representative a written notice indicating Buyer's election either (i) to receive the amounts due to Buyer from the Stockholders and Optionholders directly or (ii) to have the Escrow Agent deliver to Buyer such amounts from the Escrow Amount. If Buyer elects to receive the amounts due to Buyer from the Stockholders and Optionholders directly, each Stockholder and Optionholder (to the extent of each Person's Common Percentage), shall promptly (but in any event within five (5) Business Daysbusiness days after the final determination of the Final Consideration pursuant to Section 2.11) deliver joint instructions to Buyer any amounts determined pursuant to Section 2.11 to be due from the Stockholders and the Optionholders by wire transfer of immediately available funds to an account designated by Buyer. If Buyer elects to receive the amounts due to Buyer from the Escrow Amount, the Representative (on behalf of the Stockholders and the Optionholders to the extent of each Person's Common Percentage) and Buyer shall promptly (but in any event within five business days after the final determination of the Final Consideration pursuant to Section 2.11) execute and deliver to the Escrow Agent a joint written instruction, instructing the Escrow Agent to pay disburse from the Escrow Account Amount any amounts determined pursuant to Section 2.11 to be due from the Stockholders and the Optionholders by wire transfer of immediately available funds to an account or accounts designated by the Purchaser any amounts finally determined pursuant to Sections 1.06(d) and 1.06(e) to be due by the Sellers. The Escrow Account shall be the Purchaser’s sole recourse with respect to, and the exclusive source of funds for, any payments required to be made by the Sellers pursuant to Section 1.06(d), 1.06(e) and this Section 1.07Buyer.

Post-Closing Adjustment Payment. Any portion of (a) If the Net Working Capital, Final Closing Cash, Closing Restricted Funds, Closing Indebtedness, Closing Transaction Expenses, Closing Capitalized Lease Obligations, CapEx Adjustment, Loan Termination and Assumption Costs, Madison Investment and Pre-Closing Reorganization Adjustment set forth on the Preliminary Statement that Purchase Price is not disputed by an Objection Statement shall become final and binding upon the parties, and if (x) the net adjustment to the Total Equity Value in respect of such undisputed items (the “Net Undisputed Amount”) would result in a payment to the Purchaser, on the one hand, or the Sellers and the Merger Cash Recipients, on the other (as applicable, the “Total Equity Value Adjustment Payee”) and (y) all items disputed in all Objection Statements (the aggregate amount of such disputed items, the “Disputed Amount”) would result in a payment to the party other greater than the Total Equity Value Adjustment Payee regardless of Estimated Closing Purchase Price, promptly after the resolution of such dispute that date the Final Closing Purchase Price is less than the Net Undisputed Amount, then the parties shall pay finally determined pursuant to the Total Equity Value Adjustment Payee the excess of the Net Undisputed Amount over such Disputed Amount in accordance with Section 1.06(e) within five (5) Business Days following the conclusion of the Review Period. The Purchaser shall promptly 2.2 (but in any event within five (5) 3 Business Days), (i) deliver the Purchaser shall pay, or cause to be delivered paid, to the Sellers and Sellers, in accordance with Section 1.3(c), the Merger Cash Recipients any amounts finally determined pursuant to Section 1.06(e) to be due by the Purchaser aggregate amount of such excess, by wire transfer of immediately available funds to an the account or accounts designated in writing by the Seller Representative in writing not less than two (2) Business Days prior to the date of such payment. The Purchaser and (ii) the Seller Representative and the Purchaser shall jointly instruct the Escrow Agent to release to the Sellers the remaining funds in the Escrow Account, by wire transfer of immediately available funds, in accordance with the wire transfer instructions designated in writing by the Seller Representative to the Escrow Agent. If the Final Closing Purchase Price is less than the Estimated Closing Purchase Price (such shortfall amount, if any, the "Shortfall Amount"), promptly after the date the Final Closing Purchase Price is finally determined pursuant to Section 2.2 (but in any event within five (5) 3 Business Days), (x) deliver joint instructions to the Escrow Agent instructing Seller Representative and the Purchaser shall jointly instruct the Escrow Agent to pay from to the Purchaser an amount equal to the lesser of (1) the funds in the Escrow Account and (2) the Shortfall Amount, by wire transfer of immediately available funds to an one or more accounts designated in writing by the Purchaser to the Escrow Agent and (y) to the extent that any balance in the Escrow Account will remain after such payment to the Purchaser, the Seller Representative and the Purchaser shall (simultaneously with the instruction in clause (x)) jointly instruct the Escrow Agent to pay to the Sellers the amount remaining in the Escrow Account, to the account or accounts designated in writing by the Purchaser Seller Representative to the Escrow Agent. Neither the Sellers nor any other Person shall have any liability for any amounts finally determined due to the Purchaser pursuant to Sections 1.06(d) Section 2.2 or Section 2.3 in excess of the Escrow Amount, and 1.06(e) to be the Purchaser's sole source of recourse and recovery for any such amounts due by the Sellers. The Escrow Account shall be the Purchaser’s sole recourse with respect to, and funds available in the exclusive source of funds for, any payments required to be made by the Sellers pursuant to Section 1.06(d), 1.06(e) and this Section 1.07Escrow Account.

Post-Closing Adjustment Payment. Any portion of (a) If the Net Working Capital, Final Closing Cash, Closing Restricted Funds, Closing Indebtedness, Closing Transaction Expenses, Closing Capitalized Lease Obligations, CapEx Adjustment, Loan Termination and Assumption Costs, Madison Investment and Pre-Closing Reorganization Adjustment set forth on the Preliminary Statement that Aggregate Consideration is not disputed by an Objection Statement shall become final and binding upon the parties, and if (x) the net adjustment greater than or equal to the Total Equity Value in respect of such undisputed items Closing Aggregate Consideration, (the “Net Undisputed Amount”i) would result in a payment to the Purchaser, on the one hand, or the Sellers and the Merger Cash Recipients, on the other (as applicable, the “Total Equity Value Adjustment Payee”) and (y) all items disputed in all Objection Statements (the aggregate amount of such disputed items, the “Disputed Amount”) would result in a payment to the party other than the Total Equity Value Adjustment Payee regardless of the resolution of such dispute that is less than the Net Undisputed Amount, then the parties shall pay to the Total Equity Value Adjustment Payee the excess of the Net Undisputed Amount over such Disputed Amount in accordance with Section 1.06(e) within five (5) Business Days following the conclusion of the Review Period. The Purchaser shall promptly (but in any event within five three (53) Business DaysDays of the determination of the Final Closing Aggregate Consideration) deliver or cause pay to be delivered to Seller the Sellers and the Merger Cash Recipients any amounts finally determined pursuant to Section 1.06(e) to be due by the Purchaser amount of such excess, if any, by wire transfer of immediately available funds to an the account or accounts designated by the Representative in writing not less than two by Seller to Purchaser; and (2ii) Business Days prior to the date of such payment. The Representative Seller and the Purchaser shall promptly (but in any event within five three (53) Business DaysDays of the determination of the Final Closing Aggregate Consideration) deliver joint jointly instruct the Escrow Agent to release to Seller the funds in the Purchase Price Adjustment Escrow Account, by wire transfer of immediately available funds, in accordance with the wire transfer instructions designated in writing by Seller to the Escrow Agent instructing Agent. If the Final Closing Aggregate Consideration is less than the Closing Aggregate Consideration (the absolute value of such difference, the “Shortfall Amount”), (x) Seller and Purchaser shall promptly (but in any event within three (3) Business Days of the determination of the Final Closing Aggregate Consideration) jointly instruct the Escrow Agent to pay to Purchaser from the Purchase Price Adjustment Escrow Amount the Shortfall Amount by wire transfer of immediately available funds to one or more accounts designated in writing by Purchaser to the Escrow Agent; provided that to the extent the Shortfall Amount is (A) less than the Purchase Price Adjustment Escrow Amount and any balance in the Purchase Price Adjustment Escrow Account will remain after such payment to an Purchaser from the Purchase Price Adjustment Escrow Account, Seller and Purchaser shall promptly (but in any event within three (3) Business Days of the determination of the Final Closing Aggregate Consideration and simultaneously with the instruction in clause (x)) jointly instruct the Escrow Agent to pay to Seller the amount remaining in the Purchase Price Adjustment Escrow Account, to the account or accounts designated in writing by the Seller to the Escrow Agent; and (B) greater than the Purchase Price Adjustment Escrow Amount, then Seller shall promptly (but in any event within three (3) Business Days of the determination of the Final Closing Aggregate Consideration) pay to Purchaser any amounts finally determined pursuant to Sections 1.06(d) and 1.06(e) to be due by the Sellers. The Escrow Account shall be difference between the Purchaser’s sole recourse with respect to, Shortfall Amount and the exclusive source Purchase Price Adjustment Escrow Amount, by wire transfer of immediately available funds for, any payments required to be made the account designated in writing by the Sellers pursuant Purchaser to Section 1.06(d), 1.06(e) and this Section 1.07Seller.

Post-Closing Adjustment Payment. Any portion of If the Net Working CapitalPurchase Price, Closing Cashas finally determined pursuant to Section 1.05, Closing Restricted Funds, Closing Indebtedness, Closing Transaction Expenses, Closing Capitalized Lease Obligations, CapEx Adjustment, Loan Termination and Assumption Costs, Madison Investment and Pre-Closing Reorganization Adjustment set forth on is greater than the Preliminary Statement that is not disputed by an Objection Statement shall become final and binding upon the parties, and if (x) the net adjustment to the Total Equity Value in respect of such undisputed items (the “Net Undisputed Amount”) would result in a payment to the Purchaser, on the one hand, or the Sellers and the Merger Cash Recipients, on the other (as applicablePurchase Price, the “Total Equity Value Adjustment Payee”) and (y) all items disputed in all Objection Statements (the aggregate amount of such disputed items, the “Disputed Amount”) would result in a payment to the party other than the Total Equity Value Adjustment Payee regardless of the resolution of such dispute that is less than the Net Undisputed Amount, then the parties shall pay to the Total Equity Value Adjustment Payee the excess of the Net Undisputed Amount over such Disputed Amount in accordance with Section 1.06(e) within five (5) Business Days following the conclusion of the Review Period. The Purchaser Buyer shall promptly (but in any event within five (5) Business Daysbusiness days) deliver or cause pay any such excess, together with interest thereon at a rate per annum equal to be delivered one percent (1%), calculated on the basis of the actual number of days elapsed from the Closing Date to the Sellers date of payment, to the Stockholder Representative (on behalf of the Stockholders and the Merger Cash Recipients any amounts finally determined pursuant to Section 1.06(eOptionholders) to be due by the Purchaser by wire transfer of immediately available funds to an account or accounts designated by the Stockholder Representative. The Stockholder Representative in writing not shall promptly deliver such amounts to the Stockholders and Optionholders on a pro rata basis according to each Stockholder's and Optionholder's Common Percentage. If the Purchase Price, as finally determined pursuant to Section 1.05, is less than two the Preliminary Purchase Price, the Stockholder Representative (2) Business Days prior to on behalf of the date of such payment. The Representative Stockholders and the Purchaser Optionholders) shall promptly (but in any event within five (5) Business Daysbusiness days) deliver joint instructions pay any such shortfall, together with interest thereon at a rate per annum equal to one percent (1%), calculated on the basis of the actual number of days elapsed from the Closing Date to the Escrow Agent instructing date of payment, to the Escrow Agent to pay Buyer from the Escrow Account Holdback Amount by wire transfer of immediately available funds to an account or accounts designated by the Purchaser any amounts finally Buyer; provided that, if the amount determined pursuant to Sections 1.06(d) and 1.06(e) to be due to the Buyer exceeds the then available Holdback Amount, the Stockholders shall collectively be responsible for such excess and each Stockholder shall pay its pro rata portion (determined according to each Stockholder's Undiluted Common Percentage) of such excess directly to the Buyer by wire transfer of immediately available funds to an account or accounts designated by the SellersBuyer. The Escrow Account If the Stockholders shall be the Purchaser’s sole recourse fail to make such payment in accordance with respect to, and the exclusive source of funds for, any payments required to be made by the Sellers pursuant to Section 1.06(d), 1.06(e) and this Section 1.071.06 within two (2) business days, the Stockholder Representative, upon notice from the Buyer, shall immediately instruct the Escrow Agent to pay any such amounts to the Buyer from the Escrow Account.

Post-Closing Adjustment Payment. Any portion of the Net Working Capital, Closing Cash, Closing Restricted Funds, Closing Indebtedness, Closing Transaction Expenses, Closing Capitalized Lease Obligations, CapEx Adjustment, Loan Termination and Assumption Costs, Madison Investment and Pre-Closing Reorganization Adjustment set forth on the Preliminary Statement that is not disputed by an Objection Statement shall become final and binding upon the parties, and if (x) the net adjustment to the Total Equity Value in respect of such undisputed items (the “Net Undisputed Amount”) would result in a payment to the Purchaser, on the one hand, or the Sellers and the Merger Cash Recipients, on the other (as applicable, the “Total Equity Value Adjustment Payee”) and (y) all items disputed in all Objection Statements (the aggregate amount of such disputed items, the “Disputed Amount”) would result in a payment to the party other than the Total Equity Value Adjustment Payee regardless of the resolution of such dispute that is less than the Net Undisputed Amount, then the parties shall pay to the Total Equity Value Adjustment Payee the excess of the Net Undisputed Amount over such Disputed Amount in accordance with Section 1.06(e) within five (5) Business Days following the conclusion of the Review Period. The Purchaser Buyer shall promptly (but in any event within five (5) Business Daysbusiness days after the final determination of the Final Consideration pursuant to Section 2.11) deliver or cause to be delivered to the Sellers Representative (on behalf of the Stockholders and the Merger Cash Recipients Optionholders to the extent of each Person's Common Percentage) any amounts finally determined pursuant to Section 1.06(e) 2.11 to be due by the Purchaser from Buyer by wire transfer of immediately available funds to an account or accounts designated by the Representative in writing not less than two (2) Business Days prior to the date of such paymentRepresentative. The Representative shall promptly deliver such amounts to the Stockholders and the Purchaser Optionholders according to each Stockholder's and Optionholder's Common Percentage. In the event any amounts are due from the Stockholders and Optionholders pursuant to Section 2.11, 17 within two business days after the final determination of the Final Consideration pursuant to Section 2.11, Buyer shall deliver to the Representative a written notice indicating Buyer's election either (i) to receive the amounts due to Buyer from the Stockholders and Optionholders directly or (ii) to have the Escrow Agent deliver to Buyer such amounts from the Escrow Amount. If Buyer elects to receive the amounts due to Buyer from the Stockholders and Optionholders directly, each Stockholder and Optionholder (to the extent of each Person's Common Percentage), shall promptly (but in any event within five (5) Business Daysbusiness days after the final determination of the Final Consideration pursuant to Section 2.11) deliver joint instructions to Buyer any amounts determined pursuant to Section 2.11 to be due from the Stockholders and the Optionholders by wire transfer of immediately available funds to an account designated by Buyer. If Buyer elects to receive the amounts due to Buyer from the Escrow Amount, the Representative (on behalf of the Stockholders and the Optionholders to the extent of each Person's Common Percentage) and Buyer shall promptly (but in any event within five business days after the final determination of the Final Consideration pursuant to Section 2.11) execute and deliver to the Escrow Agent a joint written instruction, instructing the Escrow Agent to pay disburse from the Escrow Account Amount any amounts determined pursuant to Section 2.11 to be due from the Stockholders and the Optionholders by wire transfer of immediately available funds to an account or accounts designated by the Purchaser any amounts finally determined pursuant to Sections 1.06(d) and 1.06(e) to be due by the SellersBuyer. The Escrow Account shall be the Purchaser’s sole recourse with respect to, and the exclusive source of funds for, any payments required to be made by the Sellers pursuant to Section 1.06(d), 1.06(e) and this Section 1.07.2.13

Post-Closing Adjustment Payment. Any portion of Within 60 days after the Closing Date, Sellers will deliver to Purchasers the Closing Balance Sheets, prepared in accordance with generally accepted accounting principles consistently applied, and the Net Working CapitalCapital shall be recalculated to reflect the difference between the Net Working Capital on the Interim Closing Balance Sheets and on the Closing Balance Sheets (the "Purchase Price Adjustment"); provided, however, such recalculation shall be dollar-for-dollar for the differences between such balance sheets and no consideration in the recalculations shall be given to the fact that under generally accepted accounting principles consistently applied a materiality standard applies to such Financial Statements. If Purchasers dispute any entry in the Closing Cash, Closing Restricted Funds, Closing Indebtedness, Closing Transaction Expenses, Closing Capitalized Lease Obligations, CapEx Balance Sheets relevant to the calculation of the Purchase Price Adjustment, Loan Termination and/or dispute the value of the Inventory, and Assumption Costs, Madison Investment and Pre-Closing Reorganization Adjustment set forth on the Preliminary Statement that such dispute is not resolved to the mutual satisfaction of Sellers and Purchasers within ninety (90) days after the Closing Date, Sellers and Purchasers each shall have the right to require that such dispute be submitted to Ernst & Young, acting as experts and not as arbitrators to resolve the computation or verification of the disputed Closing Balance Sheets entries in accordance with the provisions of this Agreement and otherwise where applicable in accordance with generally accepted accounting principles applied on a consistent basis. The fees and expenses of any such submission to an accounting firm shall be split 50/50 between Sellers and Purchasers. Sellers shall pay Purchasers, or Purchasers shall pay Sellers, as the case may be, the Purchase Price Adjustment, if any, within five (5) business days after its determination. The determination made by an Objection Statement Ernst & Young, shall become be final and binding upon on the parties, and if (x) the net adjustment to the Total Equity Value in respect of such undisputed items (the “Net Undisputed Amount”) would result in a payment to the PurchaserParties unless Sellers, on the one hand, or the Sellers and the Merger Cash RecipientsPurchasers, on the other (as applicablehand, the “Total Equity Value Adjustment Payee”) and (y) all items disputed in all Objection Statements (the aggregate amount provide a written notice of such disputed items, the “Disputed Amount”) would result in a payment objection to the party other than the Total Equity Value Adjustment Payee regardless Party within ten (10) days after receipt of the resolution of such dispute that is less than Ernst & Young determination, in which case the Net Undisputed Amount, then the parties shall pay to the Total Equity Value Adjustment Payee the excess of the Net Undisputed Amount over such Disputed Amount in accordance with Section 1.06(e) within five (5) Business Days following the conclusion of the Review Period. The Purchaser shall promptly (but in any event within five (5) Business Days) deliver or cause to be delivered to the Sellers and the Merger Cash Recipients any amounts finally determined pursuant to Section 1.06(e) to be due by the Purchaser by wire transfer of immediately available funds to an account or accounts designated by the Representative in writing not less than two (2) Business Days prior to the date of such payment. The Representative and the Purchaser shall promptly (but in any event within five (5) Business Days) deliver joint instructions to the Escrow Agent instructing the Escrow Agent to pay from the Escrow Account to an account or accounts designated by the Purchaser any amounts finally determined pursuant to Sections 1.06(d) and 1.06(e) to be due by the Sellers. The Escrow Account matter shall be the Purchaser’s sole recourse with respect to, and the exclusive source submitted to arbitration as provided in Section 17.1 of funds for, any payments required to be made by the Sellers pursuant to Section 1.06(d), 1.06(e) and this Section 1.07Agreement.

Post-Closing Adjustment Payment. Any portion of the Net Working Capital, Closing Cash, Closing Restricted Funds, Closing Indebtedness, Closing Transaction Expenses, Closing Capitalized Lease Obligations, CapEx Adjustment, Loan Termination and Assumption Costs, Madison Investment and Pre-Closing Reorganization Adjustment set forth on the Preliminary Statement that is not disputed by an Objection Statement shall become final and binding upon the parties, and if (x) the net adjustment to the Total Equity Value in respect of such undisputed items (the “Net Undisputed Amount”) would result in a payment to the Purchaser, on the one hand, or the Sellers and the Merger Cash Recipients, on the other (as applicable, the “Total Equity Value Adjustment Payee”) and (y) all items disputed in all Objection Statements (the aggregate amount of such disputed items, the “Disputed Amount”) would result in a payment to the party other than the Total Equity Value Adjustment Payee regardless of the resolution of such dispute that is less than the Net Undisputed Amount, then the parties shall pay to the Total Equity Value Adjustment Payee the excess of the Net Undisputed Amount over such Disputed Amount in accordance with Section 1.06(e) within five (5) Business Days following the conclusion of the Review Period. The Purchaser Buyer shall promptly (but in any event within five (5) Business Daysbusiness days after the final determination of the Final Consideration pursuant to Section 2.11) deliver or cause to be delivered to the Sellers Representative (on behalf of the Stockholders and the Merger Cash Recipients Optionholders to the extent of each Person’s Common Percentage) any amounts finally determined pursuant to Section 1.06(e) 2.11 to be due by the Purchaser from Buyer by wire transfer of immediately available funds to an account or accounts designated by the Representative in writing not less than two (2) Business Days prior to the date of such paymentRepresentative. The Representative shall promptly deliver such amounts to the Stockholders and the Purchaser Optionholders according to each Stockholder’s and Optionholder’s Common Percentage. In the event any amounts are due from the Stockholders and Optionholders pursuant to Section 2.11, within two business days after the final determination of the Final Consideration pursuant to Section 2.11, Buyer shall deliver to the Representative a written notice indicating Buyer’s election either (i) to receive the amounts due to Buyer from the Stockholders and Optionholders directly or (ii) to have the Escrow Agent deliver to Buyer such amounts from the Escrow Amount. If Buyer elects to receive the amounts due to Buyer from the Stockholders and Optionholders directly, each Stockholder and Optionholder (to the extent of each Person’s Common Percentage), shall promptly (but in any event within five (5) Business Daysbusiness days after the final determination of the Final Consideration pursuant to Section 2.11) deliver joint instructions to Buyer any amounts determined pursuant to Section 2.11 to be due from the Stockholders and the Optionholders by wire transfer of immediately available funds to an account designated by Buyer. If Buyer elects to receive the amounts due to Buyer from the Escrow Amount, the Representative (on behalf of the Stockholders and the Optionholders to the extent of each Person’s Common Percentage) and Buyer shall promptly (but in any event within five business days after the final determination of the Final Consideration pursuant to Section 2.11) execute and deliver to the Escrow Agent a joint written instruction, instructing the Escrow Agent to pay disburse from the Escrow Account Amount any amounts determined pursuant to Section 2.11 to be due from the Stockholders and the Optionholders by wire transfer of immediately available funds to an account or accounts designated by the Purchaser any amounts finally determined pursuant to Sections 1.06(d) and 1.06(e) to be due by the Sellers. The Escrow Account shall be the Purchaser’s sole recourse with respect to, and the exclusive source of funds for, any payments required to be made by the Sellers pursuant to Section 1.06(d), 1.06(e) and this Section 1.07Buyer.

Post-Closing Adjustment Payment. Any portion of (a) If the Net Working Capital, Final Closing Cash, Closing Restricted Funds, Closing Indebtedness, Closing Transaction Expenses, Closing Capitalized Lease Obligations, CapEx Adjustment, Loan Termination and Assumption Costs, Madison Investment and Pre-Closing Reorganization Adjustment set forth on the Preliminary Statement that Purchase Price is not disputed by an Objection Statement shall become final and binding upon the parties, and if (x) the net adjustment to the Total Equity Value in respect of such undisputed items (the “Net Undisputed Amount”) would result in a payment to the Purchaser, on the one hand, or the Sellers and the Merger Cash Recipients, on the other (as applicable, the “Total Equity Value Adjustment Payee”) and (y) all items disputed in all Objection Statements (the aggregate amount of such disputed items, the “Disputed Amount”) would result in a payment to the party other greater than the Total Equity Value Adjustment Payee regardless of the resolution of such dispute that is less than the Net Undisputed AmountClosing Purchase Price, then the parties shall pay to the Total Equity Value Adjustment Payee the excess of the Net Undisputed Amount over such Disputed Amount in accordance with Section 1.06(e(i) within five (5) Business Days following the conclusion of the Review Period. The Purchaser shall promptly (but in any event within five (5) Business Days) deliver pay, or cause to be delivered paid, to the Seller Representative (for the benefit of the Sellers in accordance with Section 2.3(c)) the amount of such excess, by wire transfer of immediately available funds to the account or accounts designated in writing by the Seller Representative to Purchaser and (ii) Purchaser and the Merger Cash Recipients any amounts finally determined pursuant Seller Representative shall jointly instruct the Escrow Agent in writing to Section 1.06(edeliver to the Seller Representative (for the benefit of the Sellers) by wire transfer of immediately available funds the Adjustment Escrow Funds from the Adjustment Escrow Account. If the Final Closing Purchase Price is less than the Closing Purchase Price, then the absolute value of such difference shall be the "Adjustment Amount," and Purchaser and the Seller Representative will jointly instruct the Escrow Agent in writing to pay (A) to be due Purchaser, by wire transfer of immediately available funds from the Adjustment Escrow Account, an amount equal to the lesser of (1) the Adjustment Amount and (2) the Adjustment Escrow Funds; provided that in the event the Adjustment Amount is greater than the Adjustment Escrow Funds (the Adjustment Amount, minus the Adjustment Escrow Funds, the "Adjustment Shortfall Amount"), the Seller Representative shall, in addition to instructing the Escrow Agent to pay to Purchaser the Adjustment Escrow Funds, pay to Purchaser, within five Business Days after the determination of the Final Closing Purchase Price, the Adjustment Shortfall Amount, by wire transfer of immediately available funds to an account or accounts designated by the Representative in writing not less than two (2) to Seller Representative by Purchaser within at least three Business Days prior after the determination of the Final Closing Purchase Price, and the Sellers shall take any and all actions, including providing the Seller Representative the necessary funds, to ensure the Seller Representative's ability to comply with the foregoing payment obligation, and (B) to the date Seller Representative (for the benefit of such payment. The Representative and the Purchaser shall promptly Sellers), by wire transfer of immediately available funds, the remainder after executing the transfers contemplated in clause (but in any event within five (5) Business Days) deliver joint instructions to A), if any, of the Adjustment Escrow Agent instructing the Escrow Agent to pay from the Escrow Account Funds to an account or accounts designated by the Purchaser any amounts finally determined pursuant Seller Representative to Sections 1.06(d) and 1.06(e) to be due by the Sellers. The Escrow Account shall be the Purchaser’s sole recourse with respect to, and the exclusive source of funds for, any payments required to be made by the Sellers pursuant to Section 1.06(d), 1.06(e) and this Section 1.07Agent.