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

Post-Closing Date Purchase Price Adjustment. (i) Within 90 days following the Closing Date, Purchaser shall prepare and deliver to GEC a combined balance sheet of the Companies and their Subsidiaries as of the Closing Date (the “Closing Date Balance Sheet”), which shall include the Working Capital as of the Closing Date (the “Closing Date RQ Working Capital”). The Closing Date Balance Sheet and the Closing Date RQ Working Capital shall be prepared in accordance with GAAP applied on a basis consistent with the Financial Statements. (ii) If, within 30 days following delivery of the Closing Date Balance Sheet, GEC has not given Purchaser written notice of its objection as to the Closing Date Balance Sheet or calculation of the Closing Date RQ Working Capital (which notice shall state in reasonable detail the basis of GEC’s objection), then the Closing Date Balance Sheet and Purchaser’s calculation of the Closing Date RQ Working Capital as of the Closing Date shall be binding and conclusive on the parties for all purposes hereunder. Upon prior reasonable notice, Purchaser shall provide GEC access to all relevant documents and information reasonably requested by GEC in connection with its review of the Closing Date Balance Sheet. (iii) If GEC duly gives Purchaser such notice of objection within the 30-day period, and if GEC and Purchaser fail to resolve the issues outstanding with respect to the Closing Date Balance Sheet and Purchaser’s calculation of the Closing Date RQ Working Capital within 30 days of Purchaser’s receipt of GEC’s objection notice, GEC and Purchaser shall submit the issues remaining in dispute to a nationally recognized certified public accounting firm mutually determined by GEC and Purchaser that has not performed accounting, tax or audit services for Purchaser, GEC, Seller or any of their respective Affiliates during the past three years (the “Accountants”), for resolution in accordance with the terms of the Agreement and GAAP applied on a basis consistent with the Financial Statements. If issues are submitted to the Accountants for resolution, (A) GEC and Purchaser shall furnish or cause to be furnished to the Accountants such work papers and other documents and information relating to the disputed issues as the Accountants may request and are available to that party or its agents and shall be afforded the opportunity to present to the Accountants any material relating to the disputed issues and to discuss issues with the Accountants; (B) the determination by the Accountants, as set forth in a notice to be delivered to both GEC and Purchaser within 60 days of the submission to the Accountants of the issues remaining in dispute, shall be final, binding and conclusive on the parties and shall be used in calculation of the Closing Date RQ Working Capital; and (C) GEC and Purchaser will each bear fifty percent (50%) of the fees and costs of the Accountants for such determination. (iv) Within three business days after the Closing Date Balance Sheet becomes binding and conclusive pursuant to this Section 2.2(b), the following adjustments to the Purchase Price shall be made: (A) In the event that the Closing Date RQ Working Capital is less than the Estimated Closing Date RQ Working Capital, then GEC shall pay an amount equal to the difference between the Estimated Closing Date RQ Working Capital and the Closing Date RQ Working Capital to Purchaser by wire transfer of immediately available funds pursuant to the wire transfer instructions provided by Purchaser; or (B) In the event that the Closing Date RQ Working Capital is greater than the Estimated Closing Date RQ Working Capital, then Purchaser shall pay an amount equal to the difference between the Closing Date RQ Working Capital and the Estimated Closing Date RQ Working Capital to GEC by wire transfer of immediately available funds pursuant to the wire transfer instructions provided by GEC.

Post-Closing Date Purchase Price Adjustment. (i) Following the Closing, the Purchase Price shall be adjusted as provided herein to reflect the difference between Closing Working Capital and Estimated Closing Working Capital. (ii) Within 90 thirty (30) days following the Closing Date, Purchaser the Buyer shall prepare and deliver to GEC the Sellers’ Representative a combined balance sheet of the Companies and their Subsidiaries Acquired Company as of the open of business on the Closing Date (the “Closing Date Balance Sheet”), which shall include the ) and a statement of Closing Working Capital as of the Closing Date (the “Closing Date RQ Working CapitalCapital Statement”) and a statement of the Closing Cash Amount (the “Closing Cash Statement”), in each case derived from the Closing Balance Sheet. The Closing Date Balance Sheet Sheet, Closing Working Capital Statement and the Closing Date RQ Working Capital Cash Statement shall be prepared in accordance with GAAP applied the Accounting Principles. The determination of Closing Working Capital, Closing Cash Amount and the preparation of the Closing Balance Sheet, the Closing Working Capital Statement and the Closing Cash Statement will entirely disregard (i) any and all effects on the assets or liabilities of the Acquired Company as a basis consistent result of the transactions contemplated hereby or of any financing or refinancing arrangements entered into at any time by Buyer or any other transaction entered into by Buyer in connection with the Financial Statements. consummation of the transactions contemplated hereby, and (ii) Ifany of the plans, transactions, or changes that Buyer intends to initiate or make or cause to be initiated or made after the Closing with respect to the Acquired Company or its business or assets, or any facts or circumstances that are unique or particular to Buyer or any of its assets or liabilities. If Buyer does not deliver to Sellers’ Representative within 30 thirty (30) days following delivery of after the Closing Date the Closing Balance Sheet, GEC has not given Purchaser written notice of its objection as to Closing Working Capital Statement or the Closing Date Balance Sheet or calculation of the Closing Date RQ Working Capital (which notice shall state in reasonable detail the basis of GEC’s objection)Cash Amount, then the Estimated Closing Date Balance Sheet Sheet, the Estimated Closing Working Capital Statement (and Purchaser’s the calculation of the Closing Date RQ Working Capital as of reflected therein) and the Estimated Closing Date shall Cash Amount will be final, conclusive and binding and conclusive on the parties for upon all purposes hereunder. Upon prior reasonable notice, Purchaser shall provide GEC access to all relevant documents and information reasonably requested by GEC in connection with its review of the Closing Date Balance SheetParties. (iii) The Closing Balance Sheet, the Closing Working Capital Statement and the Closing Cash Statement (and the computation of Closing Working Capital and the Closing Cash Amount indicated thereon) delivered by the Buyer to the Sellers’ Representative shall be conclusive and binding upon the Parties unless the Sellers’ Representative, within thirty (30) days after delivery to the Sellers’ Representative of the Closing Balance Sheet, the Closing Working Capital Statement and the Closing Cash Statement (the “Dispute Period”), notifies the Buyer in writing that the Sellers’ Representative disputes any of the elements or amounts set forth therein that affect the calculation of the Purchase Price (the “Objection Statement”). If GEC duly gives Purchaser such notice of objection the Sellers’ Representative does not deliver an Objection Statement within the 30-day periodDispute Period, the Closing Balance Sheet, the Working Capital Statement and if GEC the Closing Cash Statement shall become final, conclusive and Purchaser fail binding upon all Parties. Without limiting Sellers’ right in this Section 2.5, upon request of Sellers’ Representative at any time during the Dispute Period, Buyer shall reasonably promptly deliver to resolve the issues outstanding with respect Sellers’ Representative supporting source documents pertaining to the Closing Date Balance Sheet Sheet, the Closing Working Capital Statement and Purchaser’s calculation the Closing Cash Statement and such other information reasonably requested by Sellers’ Representative. The Parties shall in good faith attempt to resolve any dispute and, if the Parties so resolve all disputes, the Closing Balance Sheet, the Closing Working Capital Statement and the Closing Cash Statement (and the computation of Closing Working Capital and Closing Cash Amount indicated thereon), as amended to the extent necessary to reflect the resolution of the Closing Date RQ Working Capital within 30 days of Purchaser’s receipt of GEC’s objection notice, GEC and Purchaser shall submit the issues remaining in dispute to a nationally recognized certified public accounting firm mutually determined by GEC and Purchaser that has not performed accounting, tax or audit services for Purchaser, GEC, Seller or any of their respective Affiliates during the past three years (the “Accountants”), for resolution in accordance with the terms of the Agreement and GAAP applied on a basis consistent with the Financial Statements. If issues are submitted to the Accountants for resolution, (A) GEC and Purchaser shall furnish or cause to be furnished to the Accountants such work papers and other documents and information relating to the disputed issues as the Accountants may request and are available to that party or its agents and shall be afforded the opportunity to present to the Accountants any material relating to the disputed issues and to discuss issues with the Accountants; (B) the determination by the Accountants, as set forth in a notice to be delivered to both GEC and Purchaser within 60 days of the submission to the Accountants of the issues remaining in dispute, shall be final, conclusive and binding and conclusive on the parties Parties. If the Parties do not reach agreement in resolving the dispute within twenty (20) days after receipt of the Objection Statement, the Parties shall submit the dispute to Xxxxx Xxxxxxxx LLP and, if for any reason such firm is unable to act, to such other nationally recognized independent accounting firm which is mutually agreeable to the Parties (the “Arbiter”) for resolution. Promptly, but no later than twenty (20) days after acceptance of his, her or its appointment as Arbiter, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), based solely on written submissions by the Buyer and the Sellers’ Representative, and not by independent review, only those issues in dispute and shall be used in calculation render a written report as to the resolution of the dispute and the resulting computation of the Closing Date RQ Working Capital; Capital and the Closing Cash Amount which shall be conclusive and binding on the Parties. All proceedings conducted by the Arbiter shall take place in Somerset County, New Jersey. In resolving any disputed item, the Arbiter (x) shall be bound by the provisions of this Section 2.5 and (Cy) GEC may not assign a value to any item greater than the greatest value for such items claimed by either party or less than the smallest value for such items claimed by either party. Each party will bear its own costs and Purchaser will each bear fifty percent (50%) expenses in connection with the resolution of such dispute by the Arbiter, provided that the fees, costs and expenses of the fees Arbiter shall be allocated one-half to the Buyer and costs of one-half to the Accountants for such determinationSellers, jointly and severally. (iv) Within three business days after the Upon final determination of Closing Date Balance Sheet becomes binding and conclusive pursuant to this Working Capital as provided in Section 2.2(b)2.5(b)(iii) above, the following adjustments to (A) if Closing Working Capital is greater than Estimated Closing Working Capital by more than $250,000, the Purchase Price shall be made: increased by the excess of Closing Working Capital over Estimated Closing Working Capital and the Buyer shall promptly, but no later than five (A5) In business days after such final determination, pay the event that amount of such difference to the Sellers’ Representative, to be distributed to the Sellers in accordance with their respective Pro-Rata Shares, and (B) if Closing Date RQ Working Capital is less than the Estimated Closing Date RQ Working CapitalCapital by more than $250,000, then GEC the Purchase Price shall pay an amount equal to be decreased by the difference between the excess of Estimated Closing Date RQ Working Capital over Closing Working Capital and the Closing Date RQ Working Capital to Purchaser by wire transfer of immediately available funds pursuant Sellers shall promptly, but no later than five (5) Business Days after such final determination, pay to the wire transfer instructions provided by Purchaser; orBuyer the amount of such difference. (Bv) In Upon final determination of Closing Cash Amount as provided in Section 2.5(b)(ii) or Section 2.5(b)(iii) above, shall promptly, but no later than five (5) business days after such final determination, pay the event that amount of the Closing Date RQ Working Capital is greater than the Estimated Closing Date RQ Working Capital, then Purchaser shall pay an amount equal Cash Amount to the difference between the Closing Date RQ Working Capital and the Estimated Closing Date RQ Working Capital Sellers’ Representative, to GEC by wire transfer of immediately available funds pursuant be distributed to the wire transfer instructions provided by GECSellers in accordance with their respective Pro-Rata Shares.

Post-Closing Date Purchase Price Adjustment. (i) Following the Closing, the Purchase Price shall be adjusted as provided herein to reflect the difference between Closing Working Capital and Estimated Closing Working Capital. (ii) Within 90 60 days following the Closing Date, Purchaser the Buyer shall prepare and deliver to GEC the Indemnification Representative a combined balance sheet of the Companies and their Subsidiaries Company as of the close of business on the Closing Date (the “Closing Date Balance Sheet”), which shall include reviewed by the Company’s independent accountants, and a statement of Closing Working Capital as of derived from the Closing Date Balance Sheet (the “Closing Date RQ Working CapitalCapital Statement”). The Closing Date Balance Sheet and the Closing Date RQ Working Capital shall be prepared in accordance with GAAP applied on a basis consistent and the Closing Working Capital Statement shall be prepared in accordance with Schedule 1.6(a) attached hereto. The Surviving Corporation shall cooperate with the Financial Statements. (ii) If, within 30 days following delivery Buyer in connection with the preparation of the Closing Date Balance Sheet, GEC has not given Purchaser written notice of its objection as to the Closing Date Balance Sheet or calculation of the Closing Date RQ Working Capital (which notice shall state in reasonable detail the basis of GEC’s objection), then the Closing Date Balance Sheet and Purchaser’s calculation of the Closing Date RQ Working Capital as of Statement. The Surviving Corporation shall assist the Closing Date shall be binding and conclusive on the parties for all purposes hereunder. Upon prior reasonable notice, Purchaser shall provide GEC access to all relevant documents and information reasonably requested by GEC in connection Indemnification Representative with its his review of the Closing Date Balance SheetSheet and the Closing Working Capital Statement and all financial statements and work papers related thereto. The Indemnification Representative shall have reasonable access to the books and records (including financial statements and work papers) of the Surviving Corporation during regular business hours for the purpose of verifying the Closing Balance Sheet and the Closing Working Capital Statement. (iii) If GEC duly gives Purchaser such notice of objection within the 30-day period, and if GEC and Purchaser fail to resolve the issues outstanding with respect to the The Closing Date Balance Sheet and Purchaser’s calculation the Closing Working Capital Statement (and the computation of Closing Working Capital indicated thereon) delivered to the Indemnification Representative by the Buyer shall be conclusive and binding upon the parties unless the Indemnification Representative, within 30 days after delivery to the Indemnification Representative of the Closing Date RQ Balance Sheet and the Closing Working Capital Statement, notifies the Buyer in writing that the Indemnification Representative disputes any of the amounts set forth therein, specifying in detail the nature of the dispute and the basis therefor. The parties shall in good faith attempt to resolve any dispute and, if the parties so resolve all disputes, the Closing Balance Sheet and the Closing Working Capital Statement (and the computation of Closing Working Capital indicated thereon), as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties. If the parties do not reach agreement in resolving the dispute within 30 days of Purchaser’s receipt of GEC’s objection noticeafter notice is given by the Indemnification Representative to the Buyer pursuant to the second preceding sentence, GEC and Purchaser the parties shall submit the issues remaining in dispute to a nationally recognized certified public independent accounting firm which is mutually determined by GEC and Purchaser that has not performed accounting, tax or audit services for Purchaser, GEC, Seller or any of their respective Affiliates during agreeable to the past three years parties (the “AccountantsArbiter”) for resolution. If the parties cannot agree on the selection of an independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such firm, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than 20 days after acceptance of his or her appointment as Arbiter, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), for based solely on written submissions by the Buyer and the Indemnification Representative, and not by independent review, only those issues in dispute and shall render a written report as to the resolution in accordance with the terms of the Agreement dispute and GAAP applied on a basis consistent with the Financial Statements. If issues are submitted to the Accountants for resolution, (A) GEC and Purchaser shall furnish or cause to be furnished to the Accountants such work papers and other documents and information relating to the disputed issues as the Accountants may request and are available to that party or its agents and shall be afforded the opportunity to present to the Accountants any material relating to the disputed issues and to discuss issues with the Accountants; (B) the determination by the Accountants, as set forth in a notice to be delivered to both GEC and Purchaser within 60 days of the submission to the Accountants of the issues remaining in dispute, shall be final, binding and conclusive on the parties and shall be used in calculation resulting computation of the Closing Date RQ Working Capital; Capital which shall be conclusive and binding on the parties. All proceedings conducted by the Arbiter shall take place in Boston, Massachusetts. In resolving any disputed item, the Arbiter (x) shall be bound by the provisions of this Section 1.6 and (Cy) GEC may not assign a value to any item greater than the greatest value for such items claimed by either party or less than the smallest value for such items claimed by either party. The fees, costs and Purchaser will each bear fifty percent (50%) expenses of the fees Arbiter shall be equally allocated to and costs of borne by the Accountants for such determinationBuyer and the Company Stockholders. (iv) Within three Upon final determination of Closing Working Capital as provided in Section 1.6(b)(iii) above, (A) if Closing Working Capital is greater than Estimated Closing Working Capital, the Cash Consideration shall be increased by the excess of Closing Working Capital over Estimated Closing Working Capital (the “Working Capital Excess”), and the Buyer shall promptly, but no later than five business days after such final determination, pay the Closing Date Balance Sheet becomes binding and conclusive pursuant to this Section 2.2(b), the following adjustments Additional Cash Per Share to the Purchase Price shall be made: Company Stockholders and Optionholders (A) In the event that the Closing Date RQ Working Capital is less than the Estimated Closing Date RQ Working Capital, then GEC shall pay an amount equal to the difference between the Estimated Closing Date RQ Working Capital and the Closing Date RQ Working Capital to Purchaser by check or by wire transfer of immediately available funds pursuant to the wire transfer instructions provided accounts previously designated by Purchaser; or each Company Stockholder and each Optionholder), and (B) In the event that the if Closing Date RQ Working Capital is greater less than the Estimated Closing Date RQ Working Capital, then Purchaser the Cash Consideration shall be decreased by the excess of Estimated Closing Working Capital over Closing Working Capital, and the Company Stockholders shall pay to the Buyer the amount of such difference, (the “Working Capital Shortfall”). (v) If an amount equal is payable to the difference between Buyer pursuant to Section 1.6(b)(iv), such amount shall be paid to the Closing Date RQ Working Capital Buyer within five business days after a final determination by the Company Stockholders, jointly and the Estimated Closing Date RQ Working Capital to GEC severally, in cash, by cashier’s or certified check or by wire transfer of immediately available funds to an account designated by the Buyer within such period. If the amount is not paid by the Company Stockholders within such period, (i) such amount shall be paid by the Escrow Agent from the Escrow Cash and any earnout payment due pursuant to Section 1.8 shall be paid to the wire transfer instructions provided Escrow Agent as Escrow Cash to the extent of such payment (less amounts paid by GECthe Company Stockholders to the Escrow Agent as Escrow Cash) and (ii) such amount shall remain due and payable by the Company Stockholders to the Escrow Agent as Escrow Cash.

Post-Closing Date Purchase Price Adjustment. (i) Following the Closing, the Purchase Price shall be adjusted as provided herein to reflect the difference between Closing Working Capital and Estimated Closing Working Capital. (ii) Within 90 30 days following the Closing Date, Purchaser the Buyer shall prepare and deliver to GEC the Securityholders’ Representative a combined balance sheet of the Companies and their Subsidiaries Company as of the closing of business on the Closing Date (the “Closing Date Balance Sheet”), which shall include reviewed by the Company’s accountants, and a statement of Closing Working Capital as of derived from the Closing Date Balance Sheet (the “Closing Date RQ Working CapitalCapital Statement”). The Closing Date Balance Sheet and the Closing Date RQ Working Capital Statement shall be prepared in accordance with GAAP applied on a basis consistent with and Schedule 1.7(a) attached hereto; provided, that, to the Financial Statements. (iiextent that Schedule 1.7(a) Ifdiffers from GAAP, within 30 days Schedule 1.7(a) shall govern. Immediately following delivery of the Closing Date Balance SheetSheet and the Closing Working Capital Statement, GEC has not given Purchaser written notice of the Securityholders’ Representative (and its objection as representative) shall have reasonable access to the Closing Date Balance Sheet or calculation books and records (including financial statements) of the Company during regular business hours to the extent necessary to verify the Buyer’s preparation of the Closing Date RQ Working Capital (which notice shall state in reasonable detail the basis of GEC’s objection), then the Closing Date Balance Sheet and Purchaser’s calculation its computation of the Closing Date RQ Working Capital as of the Closing Date shall be binding and conclusive on the parties for all purposes hereunder. Upon prior reasonable notice, Purchaser shall provide GEC access to all relevant documents and information reasonably requested by GEC in connection with its review of the Closing Date Balance SheetStatement. (iii) If GEC duly gives Purchaser such notice of objection within the 30-day period, and if GEC and Purchaser fail to resolve the issues outstanding with respect to the The Closing Date Balance Sheet and Purchaser’s calculation the Closing Working Capital Statement (and the computation of Closing Working Capital indicated thereon) delivered to the Securityholders’ Representative by the Buyer shall be conclusive and binding upon the parties unless the Securityholders’ Representative, within 30 days after delivery to the Securityholders’ Representative of the Closing Date RQ Balance Sheet and the Closing Working Capital Statement, notifies the Buyer in writing that the Securityholders’ Representative disputes any of the amounts set forth therein, specifying the nature of the dispute and the basis therefor. The parties shall in good faith attempt to resolve any dispute and, if the parties so resolve all disputes, the Closing Balance Sheet and the Closing Working Capital Statement (and the computation of Closing Working Capital indicated thereon), as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties. If the parties do not reach agreement in resolving the dispute within 30 days of Purchaser’s receipt of GEC’s objection noticeafter notice is given by the Securityholders’ Representative to the Buyer pursuant to the second preceding sentence, GEC and Purchaser the parties shall submit the issues remaining in dispute to a nationally recognized certified public independent accounting firm which is mutually determined by GEC and Purchaser that has not performed accounting, tax or audit services for Purchaser, GEC, Seller or any of their respective Affiliates during agreeable to the past three years parties (the “AccountantsArbiter”) for resolution. If the parties cannot agree on the selection of an independent accounting firm to act as the Arbiter, the parties shall request the AAA to appoint such firm, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than 20 days after acceptance of his or her appointment as the Arbiter, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), for based solely on written submissions by the Buyer and the Securityholders’ Representative, and not by independent review, only those issues in dispute and shall render a written report as to the resolution in accordance with the terms of the Agreement dispute and GAAP applied on a basis consistent with the Financial Statements. If issues are submitted to resulting computation of the Accountants for resolution, (A) GEC and Purchaser shall furnish or cause to be furnished to the Accountants such work papers and other documents and information relating to the disputed issues as the Accountants may request and are available to that party or its agents and Closing Working Capital which shall be afforded the opportunity to present to the Accountants any material relating to the disputed issues conclusive and to discuss issues with the Accountants; (B) the determination by the Accountants, as set forth in a notice to be delivered to both GEC and Purchaser within 60 days of the submission to the Accountants of the issues remaining in dispute, shall be final, binding and conclusive on the parties and absent manifest error. All proceedings conducted by the Arbiter shall take place in Salt Lake City, Utah. In resolving any disputed item, the Arbiter (x) shall be used in calculation bound by the provisions of this Section 1.7 and (y) may not assign a value to any item greater than the greatest value for such items claimed by either party or less than the smallest value for such items claimed by either party. The fees, costs and expenses of the Closing Date RQ Working Capital; Arbiter shall be equally allocated to and (C) GEC borne by the Buyer and Purchaser will each bear fifty percent (50%) of the fees and costs of the Accountants for such determinationSelling Securityholders. (iv) Within three business days after the Upon final determination of Closing Date Balance Sheet becomes binding and conclusive pursuant to this Working Capital as provided in Section 2.2(b)1.7(b)(iii) above, (A) if Closing Working Capital is greater than Estimated Closing Working Capital, the following adjustments to Buyer shall retain the excess and (B) if Closing Working Capital is less than Estimated Closing Working Capital, the Purchase Price shall be made: (A) In decreased by the event that excess of Estimated Closing Working Capital over Closing Working Capital, and the Selling Securityholders shall pay to the Buyer the amount of such difference, together with interest thereon from the Closing Date RQ Working Capital to the date of payment thereof as determined below, out of the Escrow Cash as set forth in Section 1.7(b)(v). If such amount is less than in excess of the Estimated Closing Date RQ Working CapitalEscrow Cash, then GEC each Selling Securityholder shall pay an amount to the Buyer its Pro Rata Share of such excess. Interest shall be equal to the difference between the Estimated Closing Date RQ Working Capital and prime rate as set forth in The Wall Street Journal on the Closing Date RQ Working Capital Date. (v) If an amount is payable to Purchaser by wire transfer of immediately available funds the Buyer pursuant to the wire transfer instructions provided by Purchaser; or (B) In the event that the Closing Date RQ Working Capital is greater than the Estimated Closing Date RQ Working CapitalSection 1.7(b)(iv), then Purchaser such amount shall pay an amount equal be paid to the difference between Buyer within two Business Days after a final determination, first by the Closing Date RQ Working Capital Escrow Agent from the Escrow Cash, and then any earnout payment due to the Estimated Closing Date RQ Working Capital to GEC by wire transfer of immediately available funds Selling Securityholders pursuant to Section 1.9 hereof shall be paid in cash directly to the wire transfer instructions provided Escrow Agent as Escrow Cash to the extent of the amount of any payment made to the Buyer by GECthe Escrow Agent from the Escrow Cash pursuant to this Section 1.7(b)(v).

Post-Closing Date Purchase Price Adjustment. (i) Within 90 ninety (90) days following the Closing Date, the Purchaser shall prepare and will deliver to GEC the Sellers (A) a combined consolidated balance sheet of Cinch U.S., audited by the Purchaser's accountants, as of the close of business on the Closing Date (the "U.S. Purchaser Estimated Closing Balance Sheet"), (B) a balance sheet of Cinch U.K., audited by the Purchaser's accountants, as of the close of business on the Closing Date (the "U.K. Purchaser Estimated Closing Balance Sheet" and, together with the U.S. Purchaser Estimated Closing Balance Sheet, the "Purchaser Estimated Closing Balance Sheets"), (C) the Purchaser's calculations of the Net Working Capital of Cinch U.S. based on the U.S. Purchaser Estimated Closing Balance Sheet (the "U.S. Purchaser Estimated Net Working Capital"), (D) the Purchaser's calculations of the Net Working Capital of Cinch U.K. based on the U.K. Purchaser Estimated Closing Balance Sheet (the "U.K. Purchaser Estimated Net Working Capital and, consolidated with the U.S. Purchaser Estimated Net Working Capital, the "Purchaser Estimated Closing Net Working Capital"), and (E) the Purchaser's calculation of Net Cash (the "Purchaser Estimated Closing Net Cash"). (ii) The U.S. Purchaser Estimated Closing Balance Sheet, the U.K. Purchaser Estimated Closing Balance Sheet and the calculations of U.S. Purchaser Estimated Net Working Capital, U.K. Purchaser Estimated Net Working Capital and Purchaser Estimated Closing Net Cash will each be prepared in accordance with Accounting Methodologies. (iii) The Sellers will have thirty (30) days from the date of their receipt to review the Purchaser Estimated Closing Balance Sheets and to respond to the Purchaser pursuant to Section 2.3(b)(iv) below. During the Sellers' review of the Purchaser Estimated Closing Balance Sheets, the Purchaser will, and will cause each of the Acquired Companies to, (A) provide the Sellers and the Sellers' representatives with reasonable access to the books and records of the Acquired Companies, and (B) reasonably cooperate with the Sellers and the Sellers' representatives, including by providing on a timely basis all information reasonably necessary in reviewing the Purchaser Estimated Closing Balance Sheets. (iv) Within thirty (30) days from the date of its receipt of the Purchaser Estimated Closing Net Working Capital and/or Purchaser Estimated Closing Net Cash (collectively, the "Estimated Closing Calculations") the Sellers will either: (A) agree in writing with the Estimated Closing Calculations, in which case the Estimated Closing Calculations, will be final and binding on the parties for purposes of Section 2.3(b)(viii); or (B) dispute any or all of the Estimated Closing Calculations, by delivering to the Purchaser a written notice (a "Dispute Notice") setting forth in reasonable detail the basis for, and an itemized alternative calculation of, each such disputed item. (v) If the Sellers fail to take either of the actions set forth in Section 2.3(b)(iv)(A) or Section 2.3(b)(iv)(B) within thirty (30) days from the date of its receipt of the Purchaser Estimated Closing Balance Sheets, then the Sellers will be deemed to have irrevocably accepted the Estimated Closing Calculations, in which case, the Estimated Closing Calculations, will be final and binding on the parties for purposes of Section 2.3(b)(viii). (vi) If the Sellers timely deliver a Dispute Notice to the Purchaser, then the Purchaser and the Sellers will attempt in good faith, for a period of thirty (30) days, to agree on any changes to the Estimated Closing Calculations for purposes of Section 2.3(b)(viii). Any resolution by the Purchaser and the Sellers during such thirty (30)-day period as to any disputed items will be final and binding on the parties for purposes of Section 2.3(b)(viii). If the Purchaser and the Sellers do not resolve all disputed items by the end of thirty (30) days after the date of delivery of the Dispute Notice, then the Purchaser and the Sellers will submit the remaining items in dispute to KPMG, LLP, for resolution, or if that firm is unwilling or unable to serve, the Purchaser and the Sellers will engage another mutually agreeable independent accounting firm of recognized international standing, which firm is not the regular auditing firm of the Purchaser or the Acquired Companies. If the Purchaser and the Sellers are unable to jointly select such independent accounting firm within ten (10) days after such thirty (30)-day period, the Purchaser, on the one hand, and the Sellers, on the other hand, will each select an independent accounting firm of recognized international standing and such selected accounting firms will select a third independent accounting firm of recognized international standing, which firm is not the regular auditing firm of the Purchaser or the Acquired Companies; provided, however, that if either the Purchaser, on the one hand, or the Sellers, on the other hand, fail to select such independent accounting firm during this ten (10)-day period, then the parties agree that the independent accounting firm selected by the other party will be the independent accounting firm selected by the parties for purposes of this Section 2.3(b)(vi) (such selected independent accounting firm, whether pursuant to this sentence or the preceding sentence, the "Independent Accounting Firm"). The Independent Accounting Firm will act as an expert in accounting and not as an arbitrator and will render its determination on a basis in accordance with the Accounting Methodologies. The Independent Accounting Firm will only render its determination with respect to the specific remaining accounting differences submitted to it and in no event will its determination as to an item in dispute be less than the lowest amount for such item proposed by the Purchaser or the Sellers nor greater than the highest amount for such item proposed by the Purchaser or the Sellers. The Purchaser and the Sellers will instruct the Independent Accounting Firm to render its determination with respect to the items in dispute in a written report that specifies the conclusions of the Independent Accounting Firm as to each item in dispute relating to the Estimated Closing Calculations. The Purchaser and the Sellers will each use their Subsidiaries commercially reasonable efforts to cause the Independent Accounting Firm to render its determination within thirty (30) days after referral of the items to such firm or as soon thereafter as reasonably practicable. The Independent Accounting Firm's determination of any adjustments to the Estimated Closing Calculations as set forth in its report will be final and binding on the parties for purposes of Section 2.3(b). The fees and expenses of the Independent Accounting Firm will be shared by the Purchaser and the Sellers in inverse proportion to the relative amounts of the items in dispute determined to be for the account of Purchaser and the Sellers, respectively. For example, should the items in dispute total an amount equal to $1,000 and the Independent Accounting Firm awards $600 in favor of the Sellers' position, sixty percent (60%) of the costs of its review would be borne by the Purchaser and forty percent (40%) of the costs would be borne by the Sellers. For purposes of this Section 2.3(b), the "items in dispute" will be measured by the difference between the amount claimed by the Sellers to equal the Net Working Capital and/or Net Cash, as applicable, as of the Closing Date (and the “Closing Date Balance Sheet”), which shall include amount claimed by the Purchaser to equal the Net Working Capital and/or Net Cash, as applicable, as of the Closing Date (Date, in each case as determined as of the “Closing Date RQ Working Capital”). The Closing Date Balance Sheet and date that such matter is first submitted by the Closing Date RQ Working Capital shall be prepared in accordance with GAAP applied on a basis consistent with parties to the Financial StatementsIndependent Accounting Firm. (iivii) IfFor purposes of complying with this Section 2.3(b), within 30 days following delivery of the Closing Date Balance Sheet, GEC has not given Purchaser written notice of its objection as and the Sellers will furnish to each other and to the Closing Date Balance Sheet or calculation of the Closing Date RQ Working Capital (which notice shall state in reasonable detail the basis of GEC’s objection), then the Closing Date Balance Sheet and Purchaser’s calculation of the Closing Date RQ Working Capital as of the Closing Date shall be binding and conclusive on the parties for all purposes hereunder. Upon prior reasonable notice, Purchaser shall provide GEC access to all relevant documents and information reasonably requested by GEC in connection with its review of the Closing Date Balance Sheet. (iii) If GEC duly gives Purchaser such notice of objection within the 30-day period, and if GEC and Purchaser fail to resolve the issues outstanding with respect to the Closing Date Balance Sheet and Purchaser’s calculation of the Closing Date RQ Working Capital within 30 days of Purchaser’s receipt of GEC’s objection notice, GEC and Purchaser shall submit the issues remaining in dispute to a nationally recognized certified public accounting firm mutually determined by GEC and Purchaser that has not performed accounting, tax or audit services for Purchaser, GEC, Seller or any of their respective Affiliates during the past three years (the “Accountants”), for resolution in accordance with the terms of the Agreement and GAAP applied on a basis consistent with the Financial Statements. If issues are submitted to the Accountants for resolution, (A) GEC and Purchaser shall furnish or cause to be furnished to the Accountants Independent Accounting Firm such work papers and other documents and information relating to the disputed issues items as the Accountants Independent Accounting may request and are available to that party (or its agents independent public accountants) and shall will be afforded the opportunity to present to the Accountants Independent Accounting Firm any material relating related to the disputed issues items and to discuss issues the items with the Accountants; Independent Accounting Firm, any such discussion to be in the presence of all parties to the dispute. (viii) The final amounts of (A) the Net Working Capital of Cinch U.S. (the "Final U.S. Closing Net Working Capital") and the Net Working Capital of Cinch U.K. (the "Final U.K. Closing Net Working Capital"), and (B) the determination by Net Cash (the Accountants"Final Closing Net Cash"), will be as set forth in a notice the Estimated Closing Calculations, as finally determined by this Section 2.3(b). The sum of the finally determined amounts of the Final U.S. Closing Net Working Capital and the Final U.K. Closing Net Working Capital will constitute the "Final Aggregate Closing Net Working Capital Amount". (ix) Upon the final determination of the Final Aggregate Closing Net Working Capital Amount: (i) if the Final Aggregate Closing Net Working Capital Amount is less than Seller Estimated Closing Net Working Capital, the Purchase Price will be decreased by the excess of Seller Estimated Closing Net Working Capital over the Final Aggregate Closing Net Working Capital Amount and the Sellers will promptly pay to the Purchaser the amount of such difference; or (ii) if the Final Aggregate Closing Net Working Capital Amount is greater than Seller Estimated Closing Net Working Capital, the Purchase Price will be increased by the excess of Final Aggregate Closing Net Working Capital Amount over the Seller Estimated Closing Net Working Capital and the Purchaser will promptly pay to the Sellers the amount of such difference. (x) Upon the final determination of the Final Closing Net Cash: (i) if the Final Closing Net Cash is less than the Estimated Net Cash, the Sellers will promptly pay to the Purchaser the amount of such difference; or (ii) if the Final Closing Net Cash is greater than the Estimated Net Cash, the Purchaser will promptly pay to the Sellers the amount of such difference. (xi) For purposes of this Section 2.3, it is agreed that the aggregate value of the Inventory used for purposes of each respective Net Working Capital calculation to be delivered made under this Section 2.3 will be deemed as follows: (A) if the value attributable to both GEC and Purchaser within 60 days Inventory (as determined for purposes of each respective Net Working Capital calculation to be made under this Section 2.3, before giving effect to this Section 2.3(xi), the "Aggregate Inventory Value") is greater than or equal to $6,554,000 but less than or equal to $6,854,000, then the value of the submission Inventory used to calculate the Net Working Capital will be deemed to be $6,704,000. (B) if the Aggregate Inventory Value is greater than $6,854,000 but less than $7,354,000, then the value of the Inventory used to calculate the Net Working Capital will be equal to the Accountants of difference that results from subtracting $150,000 from the issues remaining in dispute, shall be final, binding and conclusive on the parties and shall be used in calculation of the Closing Date RQ Working Capital; and Aggregate Inventory Value. (C) GEC and Purchaser will each bear fifty percent (50%) if the Aggregate Inventory Value is greater than $7,354,000, then the value of the fees and costs of Inventory used to calculate the Accountants for such determinationNet Working Capital will be deemed to be $7,204,000. (ivD) Within three business days after if the Closing Date Balance Sheet becomes binding and conclusive Aggregate Inventory Value is less than $6,554,000, then the value of the Inventory used to calculate the Net Working Capital will be equal to the sum that results from adding $150,000 to the Aggregate Inventory Value. (E) for purposes of determining the Aggregate Inventory Value, no value will be attributed to any Inventory held for sale to IBM pursuant to Contracts in place as of the date of this Section 2.2(b), the following Agreement. (xii) All adjustments to the Purchase Price shall payable pursuant to Section 2.3(b)(ix) will be made:netted against all adjustments to the Purchase Price payable pursuant to Section 2.3(b)(x). (Axiii) In the event that the Closing Date RQ Working Capital is less than the Estimated Closing Date RQ Working Capital, then GEC shall pay an amount equal Any payment to the difference between the Estimated Closing Date RQ Working Capital and the Closing Date RQ Working Capital Purchaser pursuant to Purchaser Section 2.3(b) will be effected by wire transfer of immediately available funds from the Sellers to an account designated in writing by the Purchaser. Any payment to the Sellers pursuant to the wire transfer instructions provided by Purchaser; or (BSection 2.3(b) In the event that the Closing Date RQ Working Capital is greater than the Estimated Closing Date RQ Working Capital, then Purchaser shall pay an amount equal to the difference between the Closing Date RQ Working Capital and the Estimated Closing Date RQ Working Capital to GEC will be effected by wire transfer of immediately available funds pursuant from the Purchaser to an account designated in writing by the wire transfer instructions provided by GECSellers. Such payments will be made within ten (10) Business Days following the final determination of the Final Aggregate Closing Net Working Capital Amount and/or Final Closing Net Cash in accordance with this Section 2.3.