Common use of Post-Closing Adjustment Clause in Contracts

Post-Closing Adjustment. The “Post-Closing Adjustment” shall be equal to (a) (i) the amount of Working Capital set forth in the Final Closing Statement minus (ii) the amount of Working Capital set forth in the Estimated Closing Statement, minus (b) (i) the amount of the Capex Adjustment set forth in the Final Closing Statement, minus (ii) the amount of the Estimated Capex Adjustment set forth in the Estimated Closing Statement, plus (c) (i) the amount of Net Cash set forth in the Final Closing Statement minus (ii) the amount of Net Cash set forth in the Estimated Closing Statement, minus (d) (i) the amount of the Timing Adjustment set forth in the Final Closing Statement minus (ii) the amount of the Timing Adjustment set forth in the Estimated Closing Statement. For the avoidance of doubt, any of the amounts set forth in the preceding sentence may be either a positive or a negative amount. If the Post-Closing Adjustment is a positive amount, then Purchaser shall pay such positive amount in cash to Seller (or one or more Affiliates designated by Seller). If the Post-Closing Adjustment is a negative amount, then Seller (or an Affiliate designated by Seller) shall pay in cash to Purchaser the absolute value of such negative amount. The Closing Purchase Price, as adjusted by the Post-Closing Adjustment, shall be the “Final Purchase Price.” Any such payment pursuant to this Section 2.7 shall be made by wire transfer of immediately available funds within five (5) Business Days after the determination of the Final Closing Statement to an account designated in writing by the party entitled to the payment within three (3) Business Days after the determination of the Final Closing Statement.

Post-Closing Adjustment. The “Post-Closing Adjustment” shall be equal to (a) (i) the Final Working Capital Adjustment Amount minus (ii) the Estimated Working Capital Adjustment Amount minus (b) (i) the amount of Working Capital Indebtedness of the Company set forth in the Final Closing Statement minus (ii) the amount of Working Capital Indebtedness of the Company set forth in the Estimated Closing Statement, Statement minus (b) (i) the amount of the Capex Adjustment set forth in the Final Closing Statement, minus (ii) the amount of the Estimated Capex Adjustment set forth in the Estimated Closing Statement, plus (c) (i) the amount of Net Cash CapEx Shortfall Amount set forth in the Final Closing Statement minus (ii) the amount of Net Cash set forth in the Estimated Closing Statement, minus (d) (i) the amount of the Timing Adjustment set forth in the Final Closing Statement minus (ii) the amount of the Timing Adjustment set forth in the Estimated Closing Statement. For the avoidance of doubt, any of the amounts set forth in the preceding sentence may be either a positive or a negative amountCapEx Shortfall Amount. If the Post-Closing Adjustment is a positive amount, then Purchaser shall, and Parent shall cause Purchaser to, pay such positive amount in cash to Seller (or one or more Affiliates designated by Seller)) the amount of the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative amount, then Seller (or an Affiliate designated by Seller) shall pay in cash to Purchaser the absolute value of such negative amount. The Closing Purchase Price, as adjusted by the amount of the Post-Closing Adjustment, shall be the “Final Purchase Price.” . Any such payment pursuant to this Section 2.7 ‎‎2.7 shall be made by wire transfer of immediately available funds within five (5) ten Business Days after the determination of the Final Closing Statement to an account designated in writing by the party entitled to the payment within three (3) Business Days after the determination wire transfer of the Final Closing Statementimmediately available funds.

Post-Closing Adjustment. The “Post-Closing Adjustment” may be either a positive or negative amount, and shall be equal to the sum of (a) (i) the amount of Working Capital set forth in the Final Closing Statement Statement, minus (ii) the amount of Working Capital set forth in the Estimated Closing Statement, minus plus (b) (i) the amount of the Capex Adjustment set forth in the Final Closing Statement, minus (ii) the amount of the Estimated Capex Adjustment Net Indebtedness set forth in the Estimated Closing Statement, plus (c) (i) the amount of Net Cash set forth in the Final Closing Statement minus (ii) the amount of Net Cash set forth in the Estimated Closing Statement, minus (d) (i) the amount of the Timing Adjustment Indebtedness set forth in the Final Closing Statement minus (ii) the amount of the Timing Adjustment set forth in the Estimated Closing Statement. For the avoidance of doubt, any of the amounts set forth in the preceding sentence may be either a positive or a negative amount. If the Post-Closing Adjustment is a positive amount, then Purchaser shall pay such positive amount in cash to the Seller (or one or more Affiliates designated by Seller)Parent) the absolute value of the amount of the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative amount, then the Seller (or an Affiliate designated by SellerParent) shall pay in cash to Purchaser the absolute value of such negative amountthe amount of the Post-Closing Adjustment. The Closing Purchase Price, as adjusted by the Post-Closing Adjustment, shall be the “Final Purchase Price.” Any such payment pursuant to this Section 2.7 shall be made by wire transfer of immediately available funds within five (5) Business Days after the determination of the Final Closing Statement to an account designated in writing by the party entitled to the payment within three (3) Business Days after the determination of the Final Closing Statement.

Post-Closing Adjustment. The “Post-Closing Adjustment” shall be equal to the sum (awhether a positive or negative number) of (iA) the amount of Final Net Working Capital set forth in the Final Closing Statement minus (ii) the amount of Working Capital set forth in less the Estimated Closing Statement, minus (b) (i) the amount of the Capex Adjustment set forth in the Final Closing Statement, minus (ii) the amount of the Estimated Capex Adjustment set forth in the Estimated Closing StatementNet Working Capital, plus (c) (iB) the amount of Net Cash set forth in Estimated Indebtedness Amount less the Final Closing Statement minus Indebtedness Amount, plus (iiC) the amount of Net Final Cash set forth in Amount less the Estimated Closing Statement, minus (d) (i) the amount of the Timing Adjustment set forth in the Final Closing Statement minus (ii) the amount of the Timing Adjustment set forth in the Estimated Closing Statement. For the avoidance of doubt, any of the amounts set forth in the preceding sentence may be either a positive or a negative amountCash Amount. If the Post-Closing Adjustment is a positive amount, then Purchaser shall pay such positive amount in cash Buyer shall, within five (5) Business Days after the determination of the Final Adjustment Amounts pursuant to Seller (or Section 2.3(b)(ii), make payment to DuPont by wire transfer of immediately available funds to one or more Affiliates accounts designated by Seller)DuPont of the amount of the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative amount, then Seller (or an Affiliate designated by Seller) shall pay in cash to Purchaser the absolute value of such negative amount. The Closing Purchase PriceDuPont shall, as adjusted by the Post-Closing Adjustment, shall be the “Final Purchase Price.” Any such payment pursuant to this Section 2.7 shall be made by wire transfer of immediately available funds within five (5) Business Days after the determination of the Final Adjustment Amounts pursuant to Section 2.3(b)(ii), make payment to Buyer by wire transfer of immediately available funds to one or more accounts designated by Buyer of the absolute value of the amount of the Post-Closing Statement to an account designated in writing by the party entitled Adjustment. Any such payment shall be made together with interest thereon at a rate equal to the payment within three (3) Business Days after prime rate as published in The Wall Street Journal in effect on the determination Closing Date, for the period from the Closing Date through and including the earlier of the Final Closing Statementdate of payment and the date on which such payment is made.

Post-Closing Adjustment. The “Post-Closing Adjustment” may be either a positive or negative amount, and shall be equal to (a) (i) the amount of Final Working Capital set forth in the Final Closing Statement Adjustment Amount minus (ii) the Estimated Working Capital Adjustment Amount, plus (b) (x) the amount of Working Capital Net Indebtedness set forth in the Estimated Closing Statement, Statement minus (b) (iy) the amount of the Capex Adjustment Net Indebtedness set forth in the Final Closing Statement, minus . Any of clause (iia) the amount of the Estimated Capex Adjustment set forth in the Estimated Closing Statement, plus or clause (cb) (i) the amount of Net Cash set forth in the Final Closing Statement minus (ii) the amount of Net Cash set forth in the Estimated Closing Statement, minus (d) (i) the amount of the Timing Adjustment set forth in the Final Closing Statement minus (ii) the amount of the Timing Adjustment set forth in the Estimated Closing Statement. For the avoidance of doubt, any of the amounts set forth in the preceding sentence may be either a positive or a negative amount. If the Post-Closing Adjustment is a positive amount, then Purchaser shall pay such positive amount in cash to Seller Parent (or one or more Affiliates designated by Seller)Parent) the absolute value of the amount of the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative amount, then Seller Parent (or an Affiliate designated by SellerParent) shall pay in cash to Purchaser the absolute value of such negative amountthe amount of the Post-Closing Adjustment. The Closing Purchase Price, as adjusted by the Post-Closing Adjustment, shall be the “Final Purchase Price.” Any such payment pursuant to this Section 2.7 shall be made by wire transfer of immediately available funds within five (5) Business Days after the determination of the Final Closing Statement to an account designated in writing by the party entitled to the payment within three (3) Business Days after the determination of the Final Closing Statement.

Post-Closing Adjustment. The “Post-Closing Adjustment” may be either a positive or negative amount, and shall be equal to (a) (i) the amount of Working Capital set forth in the Final Closing Statement minus (ii) the amount of Working Capital set forth in the Estimated Closing Statement, minus (b) (i) the amount of the Capex Adjustment Amount set forth in the Final Closing Statement, minus (ii) the amount of the Estimated Capex Working Capital Adjustment Amount set forth in the Estimated Closing Statement, plus (b) (i) the Closing Indebtedness Amount set forth in the Estimated Closing Statement, minus (ii) the Closing Indebtedness Amount set forth in the Final Closing Statement, plus (c) (i) the amount of Net Closing Cash Amount set forth in the Final Closing Statement Statement, minus (ii) the amount of Net Closing Cash Amount set forth in the Estimated Closing Statement, plus (d) (i) the Closing Transaction Expense Amount set forth in the Estimated Closing Statement, minus (d) (iii) the amount of the Timing Adjustment Closing Transaction Expense Amount set forth in the Final Closing Statement minus (ii) the amount of the Timing Adjustment set forth in the Estimated Closing Statement. For the avoidance of doubt, any of the amounts set forth in the preceding sentence may be either a positive or a negative amount. If the Post-Closing Adjustment is a positive amount, then Purchaser shall pay such positive amount in cash to Seller (or to one or more Affiliates designated by Seller)) the amount of the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative amount, then Seller (or an Affiliate one or more Affiliates designated by Seller) shall pay in cash to Purchaser the absolute value of such negative amountthe amount of the Post-Closing Adjustment. The Closing Purchase Price, as adjusted by the Post-Closing Adjustment, shall be the “Final Purchase Price.” Any such payment pursuant to this Section 2.7 shall be made by wire transfer of immediately available funds within five (5) Business Days after the determination of the Final Closing Statement to an account or accounts designated in writing by the party entitled to the such payment within three (3) Business Days after the determination of the Final Closing Statement.

Post-Closing Adjustment. The “Post-Closing Adjustment” may be either a positive or negative amount, and shall be equal to the sum of (a) (i) the amount of Working Capital set forth in the Final Closing Statement Statement, minus (ii) the amount of Working Capital set forth in the Estimated Closing Statement, minus plus (b) (i) the amount of the Capex Adjustment Net Indebtedness set forth in the Final Estimated Closing Statement, minus (ii) the amount of the Estimated Capex Adjustment set forth in the Estimated Closing Statement, plus (c) (i) the amount of Net Cash Indebtedness set forth in the Final Closing Statement minus (ii) the amount of Net Cash set forth in the Estimated Closing Statement, minus (d) (i) the amount of the Timing Adjustment set forth in the Final Closing Statement minus (ii) the amount of the Timing Adjustment set forth in the Estimated Closing Statement. For the avoidance of doubt, any of the amounts set forth in the preceding sentence may be either a positive or a negative amount. If the Post-Closing Adjustment is a positive amount, then Purchaser shall pay such positive amount in cash to Seller Parent (or one or more Affiliates designated by Seller)Parent) the absolute value of the amount of the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative amount, then Seller Parent (or an Affiliate designated by SellerParent) shall pay in cash to Purchaser the absolute value of such negative amountthe amount of the Post-Closing Adjustment. The Closing Purchase Price, as adjusted by the Post-Closing Adjustment, shall be the “Final Purchase Price.” Any such payment pursuant to this Section 2.7 shall be made by wire transfer of immediately available funds within five (5) Business Days after the determination of the Final Closing Statement to an account designated in writing by the party entitled to the payment within three (3) Business Days after the determination of the Final Closing Statement.

Post-Closing Adjustment. The “Post-Closing Adjustment” shall be equal to (a) (ia)(i) the amount of Working Capital set forth in the Final Closing Working Capital and Indebtedness Statement minus less (ii) the amount of Working Capital set forth in the Statement of Estimated Closing StatementWorking Capital and Indebtedness, minus plus (b) (ix) the amount of Net Indebtedness set forth in the Capex Adjustment Statement of Estimated Closing Working Capital and Indebtedness less (y) the amount of Net Indebtedness set forth in the Final Closing Working Capital and Indebtedness Statement, minus (ii) the amount of the Estimated Capex Adjustment set forth in the Estimated Closing Statement, plus (c) (i) the amount of Net Cash set forth in the Final Closing Statement minus (ii) the amount of Net Cash set forth in the Estimated Closing Statement, minus (d) (i) the amount of the Timing Adjustment set forth in the Final Closing Statement minus (ii) the amount of the Timing Adjustment set forth in the Estimated Closing Statement. For the avoidance of doubt, any of the amounts set forth in the preceding sentence may be either a positive or a negative amount. If the Post-Closing Adjustment is a positive amount, then Purchaser shall pay such positive amount in cash to Seller Parent (or one or more Affiliates designated by Seller)Parent) the amount of the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative amount, then Seller Parent (or an Affiliate designated by SellerParent) shall pay in cash to Purchaser the absolute value of such negative amount. The Closing Purchase Price, as adjusted by the amount of the Post-Closing Adjustment, shall be the “Final Purchase Price.” . Any such payment pursuant to this Section 2.7 shall be made by wire transfer of immediately available funds within five (5) Business Days after the determination Final Working Capital and Indebtedness Statement becomes such, together with interest thereon at the Interest Rate from the Closing Date until the date of the Final Closing Statement to an account designated in writing by the party entitled to the payment within three (3) Business Days after the determination of the Final Closing Statementpayment.

Post-Closing Adjustment. The “Post-Closing Adjustment” shall be equal to (a) (i) the Final Working Capital Adjustment Amount minus (ii) the Estimated Working Capital Adjustment Amount minus (b) (i) the amount of Working Capital Indebtedness of the Company set forth in the - 25 - Final Closing Statement minus (ii) the amount of Indebtedness of the Company set forth in the Estimated Closing Statement minus (c) (i) the CapEx Shortfall Amount set forth in the Final Closing Statement minus (ii) the amount of Working Capital set forth in the Estimated Closing Statement, minus (b) (i) the amount of the Capex Adjustment set forth in the Final Closing Statement, minus (ii) the amount of the Estimated Capex Adjustment set forth in the Estimated Closing Statement, plus (c) (i) the amount of Net Cash set forth in the Final Closing Statement minus (ii) the amount of Net Cash set forth in the Estimated Closing Statement, minus (d) (i) the amount of the Timing Adjustment set forth in the Final Closing Statement minus (ii) the amount of the Timing Adjustment set forth in the Estimated Closing Statement. For the avoidance of doubt, any of the amounts set forth in the preceding sentence may be either a positive or a negative amountCapEx Shortfall Amount. If the Post-Closing Adjustment is a positive amount, then Purchaser shall, and Parent shall cause Purchaser to, pay such positive amount in cash to Seller (or one or more Affiliates designated by Seller)) the amount of the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative amount, then Seller (or an Affiliate designated by Seller) shall pay in cash to Purchaser the absolute value of such negative amount. The Closing Purchase Price, as adjusted by the amount of the Post-Closing Adjustment, shall be the “Final Purchase Price.” . Any such payment pursuant to this Section 2.7 ‎‎2.7 shall be made by wire transfer of immediately available funds within five (5) ten Business Days after the determination of the Final Closing Statement to an account designated in writing by the party entitled to the payment within three (3) Business Days after the determination wire transfer of the Final Closing Statement.immediately available funds. 2.8

Post-Closing Adjustment. The “Post-Closing Adjustment” may be either a positive or negative amount, and shall be equal to (a) (i) the amount of Working Capital set forth in the Final Closing Statement minus less (ii) the amount of Working Capital set forth in the Estimated Closing Statement, minus plus (b) (ix) the amount of Net Indebtedness set forth in the Capex Adjustment Estimated Closing Statement less (y) the amount of Net Indebtedness set forth in the Final Closing Statement, minus plus (iic) (1) the amount of the Estimated Capex Adjustment Transaction Costs set forth in the Estimated Closing Statement, plus Statement less (c) (i2) the amount of Net Cash Transaction Costs set forth in the Final Closing Statement minus (ii) the amount of Net Cash set forth in the Estimated Closing Statement, minus (d) (i) the amount of the Timing Adjustment set forth in the Final Closing Statement minus (ii) the amount of the Timing Adjustment set forth in the Estimated Closing Statement. For the avoidance of doubt, any of the amounts set forth in the preceding sentence may be either a positive or a negative amount. If the Post-Closing Adjustment is a positive amount, then Purchaser shall pay such positive amount or cause to be paid in cash to Seller Parent (or one or more Affiliates designated by Seller)Parent) the amount of the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative amount, then Seller Parent (or an Affiliate designated by SellerParent) shall pay in cash to Purchaser the absolute value of such negative amount. The Closing Purchase Price, as adjusted by the amount of the Post-Closing Adjustment, shall be the “Final Purchase Price.” . Any such payment pursuant to this Section 2.7 shall be made by wire transfer of immediately available funds within five (5) Business Days after the determination of the Final Closing Statement to an account designated in writing by the party entitled to the payment within three (3) Business Days after the determination of the Final Closing Statement.

Post-Closing Adjustment. The “Post-Closing Adjustment” may be either a positive or negative amount, and shall be equal to (a) (i) the amount of Final Working Capital set forth in the Final Closing Statement Adjustment Amount minus (ii) the amount of Estimated Working Capital set forth in the Estimated Closing StatementAdjustment Amount, minus plus (b) (i) the amount of the Capex Adjustment set forth in the Final Closing Statement, minus (ii) the amount of the Estimated Capex Adjustment Net Indebtedness set forth in the Estimated Closing Statement, plus (c) (i) the amount of Net Cash set forth in the Final Closing Statement minus (ii) the amount of Net Cash set forth in the Estimated Closing Statement, minus (d) (i) the amount of the Timing Adjustment Indebtedness set forth in the Final Closing Statement Statement, plus (c)(i) the Estimated Transaction Expenses minus (ii) the amount Final Transaction Expenses. Any of the Timing Adjustment set forth in the Estimated Closing Statement. For the avoidance of doubtclause (a), any of the amounts clause (b) or clause (c) set forth in the preceding sentence may be either a positive or a negative amount. If the Post-Closing Adjustment is a positive amount, then Purchaser shall pay such positive amount in cash to Seller Parent (or one or more Affiliates designated by Seller)Parent) the absolute value of the amount of the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative amount, then Seller Parent (or an Affiliate designated by SellerParent) shall pay in cash to Purchaser the absolute value of such negative amountthe amount of the Post-Closing Adjustment. For illustrative purposes only, Schedule II sets forth a sample calculation of Post-Closing Adjustment. The Closing Purchase Price, as adjusted by the Post-Closing Adjustment, shall be the “Final Purchase Price.” Any such payment pursuant to this Section 2.7 shall be made by wire transfer of immediately available funds within five (5) Business Days after the determination of the Final Closing Statement to an account designated in writing by the party entitled to the payment within three (3) Business Days after the determination of the Final Closing Statement.

Post-Closing Adjustment. The “Post-Closing Adjustment” shall be equal to (a) (i) the Final Working Capital Adjustment Amount minus (ii) the Estimated Working Capital Adjustment Amount minus (b) (i) the amount of Working Capital Indebtedness of the Companies set forth in the Final Closing Statement minus (ii) the amount of Working Capital Indebtedness of the Companies set forth in the Estimated Closing Statement, Statement minus (b) (i) the amount of the Capex Adjustment set forth in the Final Closing Statement, minus (ii) the amount of the Estimated Capex Adjustment set forth in the Estimated Closing Statement, plus (c) (i) the amount of Net Cash set forth in the Final Closing Statement minus (ii) the amount of Net Cash set forth in the Estimated Closing Statement, minus Purchaser Adjusted Consideration Amount plus (d) (i) the amount of the Timing Adjustment set forth in the Final Closing Statement minus (ii) the amount of the Timing Adjustment set forth in the Estimated Closing Statement. For the avoidance of doubt, any of the amounts set forth in the preceding sentence may be either a positive or a negative amountSeller Adjusted Consideration Amount. If the Post-Closing Adjustment is a positive amount, then Purchaser shall, and Parent shall cause Purchaser to, pay such positive amount in cash to Seller (or one or more Affiliates designated by Seller)) the amount of the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative amount, then Seller (or an Affiliate designated by Seller) shall pay in cash to Purchaser the absolute value of such negative amount. The Closing Purchase Price, as adjusted by the amount of the Post-Closing Adjustment, shall be the “Final Purchase Price.” . Any such payment pursuant to this Section 2.7 shall be made by wire transfer of immediately available funds within five (5) ten Business Days after the determination of the Final Closing Statement to an account designated in writing by the party entitled to the payment within three (3) Business Days after the determination wire transfer of the Final Closing Statementimmediately available funds.

Post-Closing Adjustment. The “Post-Closing Adjustment” shall be equal to (a) (i) the Final Working Capital Adjustment Amount minus (ii) the Estimated Working Capital Adjustment Amount minus (b) (i) the amount of Working Capital Indebtedness of the Companies set forth in the Final Closing Statement minus (ii) the amount of Working Capital Indebtedness of the Companies set forth in the Estimated Closing Statement, Statement minus (b) (i) the amount of the Capex Adjustment set forth in the Final Closing Statement, minus (ii) the amount of the Estimated Capex Adjustment set forth in the Estimated Closing Statement, plus (c) (i) the amount of Net Cash set forth in the Final Closing Statement minus (ii) the amount of Net Cash set forth in the Estimated Closing Statement, minus Purchaser Adjusted Consideration Amount plus (d) (i) the amount of the Timing Adjustment set forth in the Final Closing Statement minus (ii) the amount of the Timing Adjustment set forth in the Estimated Closing Statement. For the avoidance of doubt, any of the amounts set forth in the preceding sentence may be either a positive or a negative amountSeller Adjusted Consideration Amount. If the Post-Closing Adjustment is a positive amount, then Purchaser shall, and Parent shall cause Purchaser to, pay such positive amount in cash to Seller (or one or more Affiliates designated by Seller)) the amount of the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative amount, then Seller (or an Affiliate designated by Seller) shall pay in cash to Purchaser the absolute value of such negative amount. The Closing Purchase Price, as adjusted by the amount of the Post-Closing Adjustment, shall be the “Final Purchase Price.” . Any such payment pursuant to this Section 2.7 shall be made by wire transfer of immediately available funds within five (5) ten Business Days after the determination of the Final Closing Statement to an account designated in writing by the party entitled to the payment within three (3) Business Days after the determination wire transfer of the Final Closing Statement.immediately available funds. 2.8

Post-Closing Adjustment. The “Post-Closing Adjustment” shall be equal to (a) (i) the amount of Working Capital set forth in the Final Closing Statement minus less (ii) the amount of Working Capital set forth in the Estimated Closing Statement, minus plus (b) (ix) the amount of the Capex Adjustment set forth in the Final Closing Statement, minus (ii) the amount of the Estimated Capex Adjustment Net Indebtedness set forth in the Estimated Closing Statement, plus Statement minus (c) (iy) the amount of Net Cash Indebtedness set forth in the Final Closing Statement minus (ii) the amount of Net Cash set forth in the Estimated Closing Statement, minus (d) (i) the amount of the Timing Adjustment set forth in the Final Closing Statement minus (ii) the amount of the Timing Adjustment set forth in the Estimated Closing Statement. For the avoidance of doubt, any of the amounts set forth in the preceding sentence may be either a positive or a negative amount. If the Post-Closing Adjustment is a positive amount, then Purchaser shall pay such positive amount in cash to Seller Parent (or one or more Affiliates designated by SellerParent). If the Post-Closing Adjustment is a negative amount, then Seller Parent (or an Affiliate designated by SellerParent) shall pay in cash to Purchaser the absolute value of such negative amount. The Closing Purchase Price, as adjusted by the Post-Closing Adjustment, shall be the “Final Purchase Price.” Any such payment pursuant to this Section 2.7 shall be made by wire transfer of immediately available funds within five (5) Business Days after the determination of the Final Closing Statement to an account designated in writing by the party entitled to the payment within three (3) Business Days after the determination of the Final Closing Statement.

Post-Closing Adjustment. The “"Post-Closing Adjustment” " shall be equal to the sum (awhether a positive or negative number) of (iA) the amount of Final Net Working Capital set forth in the Final Closing Statement minus (ii) the amount of Working Capital set forth in less the Estimated Closing Statement, minus (b) (i) the amount of the Capex Adjustment set forth in the Final Closing Statement, minus (ii) the amount of the Estimated Capex Adjustment set forth in the Estimated Closing StatementNet Working Capital, plus (c) (iB) the amount of Net Cash set forth in Estimated Indebtedness Amount less the Final Closing Statement minus Indebtedness Amount, plus (iiC) the amount of Net Final Cash set forth in Amount less the Estimated Closing Statement, minus (d) (i) the amount of the Timing Adjustment set forth in the Final Closing Statement minus (ii) the amount of the Timing Adjustment set forth in the Estimated Closing Statement. For the avoidance of doubt, any of the amounts set forth in the preceding sentence may be either a positive or a negative amountCash Amount. If the Post-Closing Adjustment is a positive amount, then Purchaser shall pay such positive amount in cash Buyer shall, within five (5) Business Days after the determination of the Final Adjustment Amounts pursuant to Seller (or Section 2.3(b)(ii), make payment to DuPont by wire transfer of immediately available funds to one or more Affiliates accounts designated by Seller)DuPont of the amount of the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative amount, then Seller (or an Affiliate designated by Seller) shall pay in cash to Purchaser the absolute value of such negative amount. The Closing Purchase PriceDuPont shall, as adjusted by the Post-Closing Adjustment, shall be the “Final Purchase Price.” Any such payment pursuant to this Section 2.7 shall be made by wire transfer of immediately available funds within five (5) Business Days after the determination of the Final Adjustment Amounts pursuant to Section 2.3(b)(ii), make payment to Buyer by wire transfer of immediately available funds to one or more accounts designated by Buyer of the absolute value of the amount of the Post-Closing Statement to an account designated in writing by the party entitled Adjustment. Any such payment shall be made together with interest thereon at a rate equal to the payment within three (3) Business Days after prime rate as published in The Wall Street Journal in effect on the determination Closing Date, for the period from the Closing Date through and including the earlier of the Final Closing Statementdate of payment and the date on which such payment is made.

Post-Closing Adjustment. The “Post-Closing Adjustment” shall be equal to (a) (i) the Final Working Capital Adjustment Amount minus (ii) the Estimated Working Capital Adjustment Amount minus (b) (i) the amount of Working Capital Indebtedness of the Company set forth in the Final Closing Statement minus (ii) the amount of Working Capital Indebtedness of the Company set forth in the Estimated Closing Statement, Statement minus (b) (i) the amount of the Capex Adjustment set forth in the Final Closing Statement, minus (ii) the amount of the Estimated Capex Adjustment set forth in the Estimated Closing Statement, plus (c) (i) the amount of Net Cash set forth in the Final Closing Statement minus (ii) the amount of Net Cash set forth in the Estimated Closing Statement, minus (d) (i) the amount of the Timing Adjustment RSAM Shortfall set forth in the Final Closing Statement minus (ii) the amount of the Timing Adjustment RSAM Shortfall set forth in the Estimated Closing Statement. For the avoidance of doubt, any of the amounts set forth in the preceding sentence may be either a positive or a negative amount. If the Post-Closing Adjustment is a positive amount, then Purchaser shall pay such positive amount in cash to Seller (or one or more Affiliates designated by Seller)) the amount of the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative amount, then Seller (or an Affiliate designated by Seller) shall pay in cash to Purchaser the absolute value of such negative amount. The Closing Purchase Price, as adjusted by the amount of the Post-Closing Adjustment, shall be the “Final Purchase Price.” . Any such payment pursuant to this Section 2.7 shall be made by wire transfer of immediately available funds within five ten (510) Business Days after the determination of the Final Closing Statement to an account designated in writing by the party entitled to the payment within three (3) Business Days after the determination wire transfer of the Final Closing Statementimmediately available funds.

Post-Closing Adjustment. The “Post-Closing Adjustment” shall be equal to (a) the Final Working Capital Adjustment Amount, plus (ib) (A) the amount of Working Capital Cash Amounts set forth in the Final Closing Statement minus Working Capital and Net Indebtedness Statements less (iiB) the amount of Working Capital Cash Amounts set forth in the Estimated Closing Statement, minus Working Capital and Net Indebtedness Statements less (bc) (ix) the amount of the Capex Adjustment Indebtedness set forth in the Final Closing Statement, minus Working Capital and Net Indebtedness Statements less (iiy) the amount of the Estimated Capex Adjustment Indebtedness set forth in the Estimated Closing Statement, plus (c) (i) the amount of Working Capital and Net Cash set forth in the Final Closing Statement minus (ii) the amount of Net Cash set forth in the Estimated Closing Statement, minus (d) (i) the amount of the Timing Adjustment set forth in the Final Closing Statement minus (ii) the amount of the Timing Adjustment set forth in the Estimated Closing Statement. For the avoidance of doubt, any of the amounts set forth in the preceding sentence may be either a positive or a negative amountIndebtedness Statements. If the Post-Closing Adjustment is a positive amount, then Purchaser shall pay such positive amount in cash to Seller (or one or more Affiliates designated by Seller)) the amount of the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative amount, then Seller (or an Affiliate designated by Seller) shall pay in cash to Purchaser the absolute value of such negative amount. The Closing Purchase Price, as adjusted by the amount of the Post-Closing Adjustment, shall be the “Final Purchase Price.” . Any such payment pursuant to this Section 2.7 shall be made by wire transfer of immediately available funds within five ten (510) Business Days after the determination of the Final Closing Statement to an account designated in writing by the party entitled to the payment within three (3) Business Days after the determination of the Final Closing StatementWorking Capital and Net Indebtedness Statements.