Common use of Post-Closing Payment Amount Clause in Contracts

Post-Closing Payment Amount. (i) As promptly as practical, but in no event later than thirty (30) days after the Closing Date, Buyer shall (at Buyer’s expense) prepare and deliver to Sellers a statement setting forth Buyer’s good faith calculation of the Preliminary Post-Closing Payment Amount, and documentation sufficient to confirm the accuracy of such calculation. (ii) Following Sellers’ receipt of the Preliminary Post-Closing Payment Amount, Sellers and their agents, representatives and advisors shall be permitted to review all books and records, working papers, financial records and information of Buyer related to the Preliminary Post-Closing Payment Amount and shall have such access to Buyer’s personnel as may be reasonably necessary to permit Sellers to review in detail the manner in which the Preliminary Post-Closing Payment Amount was calculated and prepared. Within thirty (30) days after Sellers’ receipt of the Preliminary Post-Closing Payment Amount, Sellers shall either: (A) accept such Preliminary Post-Closing Payment Amount, in which case (1) such Preliminary Post-Closing Payment Amount shall be deemed final and shall be considered the “Post-Closing Payment Amount” for purposes of this Agreement and (2) (x) if the Post-Closing Payment Amount is positive, Buyer shall pay to Sellers, within five (5) days of confirmation of the Post-Closing Payment Amount, by wire transfer of immediately available funds to one or more accounts designated by Sellers, an amount equal to the Post-Closing Payment Amount or (y) if the Post-Closing Payment Amount is negative (in which case, the “Post-Closing Payment Amount” for purposes of this clause (y) shall be deemed to be equal to the absolute value of such amount), Sellers shall pay to Buyer, within five (5) days of confirmation of the Post-Closing Payment Amount, by wire transfer of immediately available funds to one or more accounts designated by Buyer, an amount equal to the Post-Closing Payment Amount; or

Post-Closing Payment Amount. (i) As promptly as practical, but in no event later than thirty ninety (3090) days after the Closing Date, Buyer shall (at Buyer’s expense) prepare and deliver to Sellers Seller a statement setting forth Buyer’s good faith calculation of the Preliminary Post-Closing Payment Amount, which calculation shall be prepared in the same format and on the same basis used to prepare the Estimated Closing Payment Amount, and documentation sufficient to confirm the accuracy of such calculation. (ii) Following Sellers’ Seller’s receipt of the Preliminary Post-Closing Payment Amount, Sellers Seller and their its agents, representatives and advisors shall be permitted to review all books and records, working papers, financial records and information of Buyer the Sale Entities related to the Preliminary Post-Closing Payment Amount and shall have such access to Buyer’s personnel as may be reasonably necessary to permit Sellers Seller to review in detail the manner in which the Preliminary Post-Closing Payment Amount was calculated and prepared. Within thirty (30) days after Sellers’ Xxxxxx’s receipt of the Preliminary Post-Closing Payment Amount, Sellers Seller shall either: (A) accept such Preliminary Post-Closing Payment Amount, in which case (1) such Preliminary Post-Closing Payment Amount shall be deemed final and shall be considered the “Post-Closing Payment Amount” for purposes of this Agreement and (2) (x) if the Post-Closing Payment Amount is positivegreater than the Estimated Closing Payment Amount, Buyer shall pay to SellersSeller, within five (5) days Business Days of confirmation of the Post-Closing Payment Amount, by wire transfer of immediately available funds to one or more accounts designated by SellersSeller, an amount equal to the Post-Closing Payment Amount difference or (y) if the Post-Closing Payment Amount is negative (in which case, less than the “Post-Estimated Closing Payment Amount” for purposes of this clause (y) shall be deemed to be equal to the absolute value of such amount), Sellers Seller shall pay to Buyer, within five (5) days Business Days of confirmation of the Post-Closing Payment Amount, by wire transfer of immediately available funds to one or more accounts designated by Buyer, an amount equal to the difference; or (B) dispute such Preliminary Post-Closing Payment Amount; or, in which case (1) within ten (10) days of Seller’s notice to Buyer of such dispute, such dispute shall be referred to senior officers or other authorized representatives of Seller and Buyer or their respective Affiliates, for settlement of such dispute within thirty (30) days of referral, (2) if such senior officers or other authorized representatives cannot resolve the dispute within thirty (30) days, then the dispute shall be referred to the Independent Auditor and the final amount as determined by the Independent Auditor shall be deemed final and shall be considered the “Post-Closing Payment Amount” for purposes of this Agreement and (3) (x) if the Post-Closing Payment Amount is greater than the Estimated Closing Payment Amount, Buyer shall pay to Seller, within five (5) Business Days of confirmation of the Post-Closing Payment Amount, by wire transfer of immediately available funds to one or more accounts designated by Seller, an amount equal to the difference or (y) if the Post-Closing Payment Amount is less than the Estimated Closing Payment Amount, Seller shall pay to Buyer, within five (5) Business Days of confirmation of the Post-Closing Payment Amount, by wire transfer of immediately available funds to one or more accounts designated by Buyer, an amount equal to the difference.

Post-Closing Payment Amount. (i) As promptly as practical, but in no event later than thirty (30) days after the Closing Date, Buyer shall (at Buyer’s expense) prepare and deliver to Sellers Seller a statement setting forth Buyer’s good faith calculation of the Preliminary Post-Closing Payment Amount, and documentation sufficient to confirm the accuracy of such calculation. (ii) Following Sellers’ Seller’s receipt of the Preliminary Post-Closing Payment Amount, Sellers Seller and their agents, representatives and advisors shall be permitted to review all books and records, working papers, financial records and information of Buyer related to the Preliminary Post-Closing Payment Amount and shall have such access to Buyer’s personnel as may be reasonably necessary to permit Sellers Seller to review in detail the manner in which the Preliminary Post-Closing Payment Amount was calculated and prepared. Within thirty (30) days after Sellers’ Seller’s receipt of the Preliminary Post-Closing Payment Amount, Sellers Seller shall either: (A) accept such Preliminary Post-Closing Payment Amount, in which case (1) such Preliminary Post-Closing Payment Amount shall be deemed final and shall be considered the “Post-Closing Payment Amount” for purposes of this Agreement and (2) (x) if the Post-Closing Payment Amount is positive, Buyer shall pay to SellersSeller, within five (5) days of confirmation of the Post-Closing Payment Amount, by wire transfer of immediately available funds to one or more accounts designated by SellersSeller, an amount equal to the Post-Closing Payment Amount or (y) if the Post-Closing Payment Amount is negative (in which case, the “Post-Closing Payment Amount” for purposes of this clause (y) shall be deemed to be equal to the absolute value of such amount), Sellers Seller shall pay to Buyer, within five (5) days of confirmation of the Post-Closing Payment Amount, by wire transfer of immediately available funds to one or more accounts designated by Buyer, an amount equal to the Post-Closing Payment Amount; or

Post-Closing Payment Amount. (i) As promptly as practical, but in no event later than thirty sixty (3060) days after the Closing Date, Buyer shall (at Buyer’s expense) prepare and deliver to Sellers Seller a statement (the “Closing Statement”) setting forth Buyer’s good faith calculation of the Preliminary Post-Closing Payment Amount, and documentation sufficient to confirm the accuracy of such calculation. (ii) Following Sellers’ Seller’s receipt of the Preliminary Post-Closing Payment AmountStatement, Sellers Seller and their agents, representatives and advisors shall be permitted to review all books and records, working papers, financial records and information of Buyer related to the Preliminary Post-Closing Payment Amount Statement and shall have such access to Buyer’s personnel as may be reasonably necessary to permit Sellers Seller to review in detail the manner in which the Preliminary Post-Closing Payment Amount was calculated and prepared. Within thirty (30) days after Sellers’ Seller’s receipt of the Preliminary Post-Closing Payment AmountStatement, Sellers Seller shall either: (A) accept such Preliminary Post-Closing Payment AmountStatement, in which case (1) such Preliminary Post-Closing Payment Amount shall be deemed final and shall be considered the “Post-Closing Payment Amount” for purposes of this Agreement and (2) (x) if the Post-Closing Payment Amount is positive, Buyer shall pay to SellersSeller, within five (5) days of confirmation of the Post-Closing Payment Amount, by wire transfer of immediately available funds to one or more accounts designated by SellersSeller, an amount equal to the Post-Closing Payment Amount or (y) if the Post-Closing Payment Amount is negative (in which case, the “Post-Closing Payment Amount” for purposes of this clause (y) shall be deemed to be equal to the absolute value of such amount), Sellers Seller shall pay to Buyer, within five (5) days of confirmation of the Post-Closing Payment Amount, by wire transfer of immediately available funds to one or more accounts designated by Buyer, an amount equal to the absolute value of the Post-Closing Payment Amount; or (B) dispute in writing the calculations set forth in the Closing Statement (the “Dispute Notice”). (C) In the event that Seller disputes the calculations set forth in the Closing Statement, (1) within ten (10) days of Seller’s notice to Buyer of such dispute, such dispute shall be referred to senior officers or other authorized representatives of Seller and Buyer or their respective Affiliates, for settlement of such dispute within thirty (30) days of referral, (2) if such senior officers or other authorized representatives agree on a final amount the final amount agreed to by such senior officers or other authorized representatives shall be deemed final and shall be considered the “Post-Closing Payment Amount” for purposes of this Agreement. (D) If such senior officers or other authorized representatives do not agree on a Post-Closing Payment Amount within thirty (30) days, then (1) the remaining items in dispute shall be submitted promptly by Buyer and Seller to a mutually agreed “Big 4” accounting firm or another nationally recognized firm (the “Accounting Firm”), and (2) any amounts not so disputed shall be deemed to be finally resolved for all purposes of this Agreement and payment thereof shall be made in accordance with this Section 2.1(c). The Accounting Firm shall be requested to render a written determination of the applicable dispute promptly, but in any event within forty-five (45) days after referral of the matter to such Accounting Firm, which determination must be in writing and must set forth, with reasonable supporting detail, the basis therefor and must be based solely on (A) the definitions and other applicable provisions of this Agreement, and (B) a single presentation (which presentations shall be limited to the remaining items in dispute set forth in the Closing Statement and the Dispute Notice) submitted by each of Buyer and Seller to the Accounting Firm within fifteen (15) days after the engagement thereof (which the Accounting Firm shall forward to the other Party), and not on independent review, which, absent fraud or manifest error, such determination shall be conclusive and binding on Buyer and Seller; provided that the failure of the Accounting Firm to strictly conform to any deadline or time period contained herein shall not be a basis for seeking to overturn any determination rendered by the Accounting Firm which otherwise conforms to the terms of this Agreement. The Accounting Firm shall resolve each disputed item by choosing a value not in excess of, nor less than, the greatest or lowest value, respectively, set forth in the presentations (and, if applicable, the responses) delivered to the Accounting Firm pursuant to this Section 2.1(c). The Closing Statement shall be revised as appropriate to reflect the resolution of any objections thereto pursuant to the determinations of the Accounting Firm. The terms of appointment and engagement of the Accounting Firm shall be as reasonably agreed upon between Seller and Buyer, and any associated engagement fees shall be borne by the parties in inverse proportion as they may prevail on the matters resolved by the Accounting Firm, that proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Accounting Firm at the time the determination of such firm is rendered on the merits of the matters submitted. Except as provided in the preceding sentence, all other costs and expenses incurred by Buyer and Seller in connection with resolving any dispute hereunder before the Accounting Firm shall be borne by the party incurring such cost and expense. (E) Upon resolution of the Post-Closing Payment Amount in accordance with the provisions set forth herein, (x) if the Post-Closing Payment Amount is positive, Buyer shall pay to Seller, within five (5) days of confirmation of the Post-Closing Payment Amount, by wire transfer of immediately available funds to one or more accounts designated by Seller, an amount equal to the Post-Closing Payment Amount or (y) if the Post-Closing Payment Amount is negative (in which case, the “Post-Closing Payment Amount” for purposes of this clause (y) shall be deemed to be equal to the absolute value of such amount), Seller shall pay to Buyer, within five (5) days of confirmation of the Post-Closing Payment Amount, by wire transfer of immediately available funds to one or more accounts designated by Buyer, an amount equal to the absolute value of the Post-Closing Payment Amount.

Post-Closing Payment Amount. (i) As promptly as practical, but in no event later than thirty ninety (3090) days after the Closing Date, Buyer shall (at Buyer’s expense) prepare and deliver to Sellers Seller a statement setting forth Buyer’s good faith calculation of the Preliminary Post-Closing Payment Amount, which calculation shall be prepared in the same format and on the same basis used to prepare the Estimated Closing Payment Amount, and documentation sufficient to confirm the accuracy of such calculation. (ii) Following Sellers’ Seller’s receipt of the Preliminary Post-Closing Payment Amount, Sellers Seller and their its agents, representatives and advisors shall be permitted to review all books and records, working papers, financial records and information of Buyer the Sale Entities related to the Preliminary Post-Closing Payment Amount and shall have such access to Buyer’s personnel as may be reasonably necessary to permit Sellers Seller to review in detail the manner in which the Preliminary Post-Closing Payment Amount was calculated and prepared. Within thirty (30) days after Sellers’ Xxxxxx’s receipt of the Preliminary Post-Closing Payment Amount, Sellers Seller shall either: (A) accept such Preliminary Post-Closing Payment Amount, in which case (1) such Preliminary Post-Closing Payment Amount shall be deemed final and shall be considered the “Post-Closing Payment Amount” for purposes of this Agreement and (2) (x) if the Post-Closing Payment Amount is positivegreater than the Estimated Closing Payment Amount, Buyer shall pay to SellersSeller, within five (5) days Business Days of confirmation of the Post-Closing Payment Amount, by wire transfer of immediately available funds to one or more accounts designated by SellersSeller, an amount equal to the Post-Closing Payment Amount difference or (y) if the Post-Closing Payment Amount is negative (in which case, less than the “Post-Estimated Closing Payment Amount” for purposes of this clause (y) shall be deemed to be equal to the absolute value of such amount), Sellers Seller shall pay to Buyer, within five (5) days Business Days of confirmation of the Post-Closing Payment Amount, by wire transfer of immediately available funds to one or more accounts designated by Buyer, an amount equal to the Post-Closing Payment Amountdifference; or

Post-Closing Payment Amount. (i) As promptly as practical, but in no event later than thirty ninety (3090) days after the Closing Date, Buyer shall (at Buyer’s expense) prepare and deliver to Sellers a statement setting forth Buyer’s good faith calculation of the Preliminary Post-Closing Payment Amount, and documentation sufficient to confirm the accuracy of such calculation.Seller a (ii) Following Sellers’ Seller’s receipt of the Preliminary Post-Closing Payment Amount, Sellers Seller and their its agents, representatives and advisors shall be permitted to review all books and records, working papers, financial records and information of Buyer the Sale Entities related to the Preliminary Post-Closing Payment Amount and shall have such access to Buyer’s personnel as may be reasonably necessary to permit Sellers Seller to review in detail the manner in which the Preliminary Post-Closing Payment Amount was calculated and prepared. Within thirty (30) days after Sellers’ Seller’s receipt of the Preliminary Post-Closing Payment Amount, Sellers Seller shall either: : (A) accept such Preliminary Post-Closing Payment Amount, in which case (1) such Preliminary Post-Closing Payment Amount shall be deemed final and shall be considered the “Post-Closing Payment Amount” for purposes of this Agreement and (2) (x) if the Post-Closing Payment Amount is positivegreater than the Estimated Closing Payment Amount, Buyer shall pay to SellersSeller, within five (5) days Business Days of confirmation of the Post-Closing Payment Amount, by wire transfer of immediately available funds to one or more accounts designated by SellersSeller, an amount equal to the Post-Closing Payment Amount difference or (y) if the Post-Closing Payment Amount is negative (in which case, less than the “Post-Estimated Closing Payment Amount” for purposes of this clause (y) shall be deemed to be equal to the absolute value of such amount), Sellers Seller shall pay to Buyer, within five (5) days Business Days of confirmation of the Post-Closing Payment Amount, by wire transfer of immediately available funds to one or more accounts designated by Buyer, an amount equal to the difference; or (B) dispute such Preliminary Post-Closing Payment Amount; or, in which case (1) within ten (10) days of Seller’s notice to Buyer of such dispute, such dispute shall be referred to senior officers or other authorized representatives of Seller and Buyer or their respective Affiliates, for settlement of such dispute within thirty (30) days of referral, (2) if such senior officers or other authorized representatives cannot resolve the dispute within thirty (30) days, then the dispute shall be referred to the Independent Auditor and the final amount as determined by the Independent Auditor shall be deemed final and shall be considered the “Post- Closing Payment Amount” for purposes of this Agreement and (3) (x) if the Post- Closing Payment Amount is greater than the Estimated Closing Payment Amount, Buyer shall pay to Seller, within five (5) Business Days of confirmation of the Post- Closing Payment Amount, by wire transfer of immediately available funds to one or more accounts designated by Seller, an amount equal to the difference or (y) if the Post-Closing Payment Amount is less than the Estimated Closing Payment Amount, Seller shall pay to Buyer, within five (5) Business Days of confirmation of the Post-Closing Payment Amount, by wire transfer of immediately available funds to one or more accounts designated by Buyer, an amount equal to the difference. 20 4894-6761-6617 v.11