Common use of Post-Closing Payment Clause in Contracts

Post-Closing Payment. (a) Within 10 business days after the delivery of the certified inventory report by the inventory service, Debtors shall deliver to Purchasers a statement of the aggregate amount of the Cost Value of all Saleable Inventory included in the Inventory Taking determined in accordance with Section 2.4 plus ---- the Cost Value of all Saleable Inventory subject to Gross Rings at each Store between the Closing Date and the Inventory Date at such Store (the "Closing ------- Merchandise Inventory"), together with Debtors' good faith determination of the --------------------- Post-Closing Payment. During the period immediately following the Purchaser's receipt of such Closing Merchandise Inventory and until the Post-Closing Payment is finally determined pursuant to this Section 2.5, the representatives and agents designated by the Purchaser shall be permitted to review Debtors' books and records and working papers related to the preparation of the Closing Merchandise Inventory and determination of the Post-Closing Payment. The Closing Merchandise Inventory and Debtors' determination of the Post-Closing Payment shall become final and binding upon the parties five days after the Purchaser's receipt thereof (the "Initial Settlement Date"), unless the ----------------------- Purchaser gives written notice to Debtors of its disagreement ("Notice of --------- Disagreement") prior to such date. Any Notice of Disagreement shall specify in ------------ reasonable detail the nature of any disagreement so asserted. If a timely Notice of Disagreement is received by Debtors, then the Closing Merchandise Inventory and the determination of the Post-Closing Payment (as revised in accordance with clause (i) or (ii) below) shall become final and binding upon the parties on the earliest of (i) the date the parties hereto resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (ii) the date all matters in dispute are finally resolved in writing by the Court. During the 10 days following delivery of a Notice of Disagreement, Debtors and the Purchaser shall seek in good faith to resolve in writing any differences which they may have with respect to the matters specified in the Notice of Disagreement. During such period, a representative appointed by the Debtors shall be permitted to review the Purchaser's working papers relating to the Notice of Disagreement. At the end of such 10-day period, Purchaser and the Debtors shall submit to the Court for review and resolution all matters which remain in dispute which were included in the Notice of Disagreement, and the Court shall make a final determination of Closing Merchandise Inventory and the Post-Closing Payment. The Closing Merchandise Inventory and the Post-Closing Payment as determined in accordance with this Section 2.5 shall become final and binding on the parties on the date the Court delivers its final resolution to the parties. Purchaser and the Debtors shall each bear their own fees and expenses in connection with the Court's resolution.

Post-Closing Payment. (a) Within 10 business days after the delivery of the certified inventory report by the inventory servicelast Inventory -------------------- Date, Debtors Merchant shall deliver to Purchasers Agent a statement of the aggregate amount of the Cost Value of all Saleable Inventory included in the Inventory Taking determined in accordance with Section 2.4 Sections 5.1, 5.2 and 5.3 plus ---- the Cost Value of ---- all Saleable Inventory subject to Gross Rings at each Store between the Closing Sale Commencement Date and the Inventory Date at such Store (the "Closing ------- Merchandise ------------------- Inventory"), together with Debtors' Merchant's good faith determination of the --------------------- Post-Post- --------- Closing Payment. During the period immediately following the PurchaserAgent's receipt of such Closing Merchandise Inventory and until the Post-Closing Payment is finally determined pursuant to this Section 2.55.4, the representatives and agents designated by the Purchaser Agent shall be permitted to review Debtors' Merchant's books and records and working papers related to the preparation of the Closing Merchandise Inventory and determination of the Post-Closing Payment. The Closing Merchandise Inventory and Debtors' Merchant's determination of the Post-Closing Payment shall become final and binding upon the parties five days after the PurchaserAgent's receipt thereof (the "Initial Settlement Date"), unless the ----------------------- Purchaser Agent gives written notice to Debtors Merchant of its ----------------------- disagreement ("Notice of --------- Disagreement") prior to such date. Any Notice of ---------------------- Disagreement shall specify in ------------ reasonable detail the nature of any disagreement so asserted. If a timely Notice of Disagreement is received by DebtorsMerchant, then the Closing Merchandise Inventory and the determination of the Post-Closing Payment (as revised in accordance with clause (i) or (ii) below) shall become final and binding upon the parties on the earliest of (i) the date the parties hereto resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (ii) the date all matters in dispute are finally resolved in writing by the Bankruptcy Court. During the 10 days following delivery of a Notice of Disagreement, Debtors Agent and the Purchaser Merchant shall seek in good faith to resolve in writing any differences which they may have with respect to the matters specified in the Notice of Disagreement. During such period, a representative appointed by the Debtors Merchant shall be permitted to review the PurchaserAgent's working papers relating to the Notice of Disagreement. At the end of such 10-day period, Purchaser Agent and the Debtors Merchant shall submit to the Bankruptcy Court for review and resolution all matters which remain in dispute which were included in the Notice of Disagreement, and the Bankruptcy Court shall make a final determination of Closing Merchandise Inventory and the Post-Closing PaymentPayment in accordance with the guidelines and procedures set forth in this Agreement. The Closing Merchandise Inventory and the Post-Closing Payment as determined in accordance with this Section 2.5 5.4 shall become final and binding on the parties on the date the Bankruptcy Court delivers its final resolution to the parties. Purchaser Agent and the Debtors Merchant shall each bear their own fees and expenses in connection with the Bankruptcy Court's resolution.

Post-Closing Payment. (a) Within 10 business days after In the delivery of event that the certified inventory report by the inventory service, Debtors shall deliver to Purchasers a statement of the aggregate amount of the Cost Value of all Saleable Inventory included in the Inventory Taking determined in accordance with Section 2.4 plus ---- the Cost Value of all Saleable Inventory subject to Gross Rings at each Store between the Closing Date and the Inventory Date at such Store (the "Closing ------- Merchandise Inventory"), together with Debtors' good faith determination of the --------------------- Post-Closing Payment. During the period immediately following the Purchaser's receipt of such Closing Merchandise Inventory and until the Post-Final Closing Payment is as finally determined pursuant to subsections (b) and (c) of this Section 2.52.5 is greater than the Closing Payment, the representatives and agents designated by the Purchaser Buyer shall be permitted to review Debtors' books and records and working papers related pay Seller an amount in cash equal to the preparation difference within five (5) Business Days after the final determination thereof. In the event that the Final Closing Payment as finally determined pursuant to subsections (b) and (c) of this Section 2.5 is less than the Closing Merchandise Inventory Payment, Seller shall, and Parent shall cause Seller to, pay Buyer an amount in cash equal to the difference within five (5) Business Days after the final determination thereof. Any payments required to be made by either party pursuant to this Section 2.5(a) shall (i) be made by wire transfer of immediately available funds and (ii) include interest on the Post-amount required to be paid at the Applicable Rate, compounded annually on the basis of a year of 365 days, from (and including) the Closing PaymentDate to (but excluding) the date such payment is made. The Closing Merchandise Inventory and Debtors' determination of the Post-Closing Payment shall become final and binding upon the parties five (b) No later than one hundred twenty (120) days after the Purchaser's receipt thereof Closing Date, Buyer shall deliver to Parent a statement (the "Initial Settlement Date"), unless the ----------------------- Purchaser gives written notice to Debtors of its disagreement ("Notice of --------- Disagreement"“Closing Statement”) prior to such date. Any Notice of Disagreement shall specify in ------------ reasonable detail the nature of any disagreement so asserted. If a timely Notice of Disagreement is received by Debtors, then the Closing Merchandise Inventory and the determination of the Post-Closing Payment (as revised in accordance with clause (i) or (ii) below) shall become final and binding upon the parties on the earliest consisting of (i) a balance sheet of the date Company as of the parties hereto resolve Effective Time, prepared in writing accordance with the Specified Accounting Principles and taking into account the transactions contemplated by this Agreement that are to occur at or immediately prior to the Closing, (ii) a calculation (in reasonable detail) of the amount of the Adjusted Statutory Book Value, the Adjusted Statutory Book Value Target, each as of the Effective Time, Closing Indebtedness and Transaction Expenses each as of the Closing Date, derived from such balance sheet (provided that for purposes of such calculation, the Adjusted Statutory Book Value will reflect any differences they have payment of Closing Indebtedness or Transaction Expenses made by the Company between the Effective Time and the Closing) and (iii) the items of adjustment to the Base Price to arrive at the Closing Payment pursuant to Section 2.4(b) based on the Closing Statement as of the Effective Time (the amount based thereon, the “Final Closing Payment”). The Closing Statement shall be (i) in the same format as the Pro Forma Closing Statement; (ii) accompanied by work papers and other supporting documentation with respect to the matters specified in calculation of the Notice amounts set forth thereon; and (iii) accompanied by a written certificate of Disagreement the chief financial or accounting officer of the Company certifying that the Closing Statement (iix) the date all matters in dispute are finally resolved in writing by the Court. During the 10 days following delivery of a Notice of Disagreement, Debtors and the Purchaser shall seek was prepared in good faith to resolve in writing any differences which they may have with respect to faith, (y) is derived from the matters specified in the Notice of Disagreement. During such period, a representative appointed by the Debtors shall be permitted to review the Purchaser's working papers relating to the Notice of Disagreement. At the end of such 10-day period, Purchaser Books and the Debtors shall submit to the Court for review and resolution all matters which remain in dispute which were included in the Notice of DisagreementRecords, and the Court shall make a final determination of Closing Merchandise Inventory and the Post-Closing Payment. The Closing Merchandise Inventory and the Post-Closing Payment as determined (z) was prepared in accordance with the Specified Accounting Principles and this Section 2.5 shall become final 2.5. In furtherance of such preparation, Parent will make reasonably available the employees of Parent and binding on the parties on the date the Court delivers its final resolution to the parties. Purchaser and the Debtors shall each bear their own fees and expenses in connection with the Court's resolution.Affiliates to

Post-Closing Payment. (a) Within 10 business days after If the delivery of the certified inventory report by the inventory serviceAdjustment Amount, Debtors shall deliver to Purchasers a statement of the aggregate amount of the Cost Value of all Saleable Inventory included in the Inventory Taking determined in accordance with Section 2.4 plus ---- the Cost Value of all Saleable Inventory subject to Gross Rings at each Store between the Closing Date and the Inventory Date at such Store (the "Closing ------- Merchandise Inventory"), together with Debtors' good faith determination of the --------------------- Post-Closing Payment. During the period immediately following the Purchaser's receipt of such Closing Merchandise Inventory and until the Post-Closing Payment is as finally determined pursuant to this Section 2.53.04, exceeds the representatives and agents designated by the Estimated Adjustment Amount, Purchaser shall be permitted to review Debtors' books and records and working papers related to the preparation of shall, within 15 Business Days after the Closing Merchandise Inventory and determination of the Post-Closing Payment. The Closing Merchandise Inventory and Debtors' determination of the Post-Closing Payment shall become final and binding upon the parties five days after the Purchaser's receipt thereof (the "Initial Settlement Date"), unless the ----------------------- Purchaser gives written notice to Debtors of its disagreement ("Notice of --------- Disagreement") prior to such date. Any Notice of Disagreement shall specify in ------------ reasonable detail the nature of any disagreement so asserted. If a timely Notice of Disagreement is received by Debtors, then the Closing Merchandise Inventory and the determination of the Post-Closing Payment (as revised in accordance with clause (i) or (ii) below) shall become final and binding upon the parties on the earliest of (i) the date the parties hereto resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (ii) the date all matters in dispute are finally resolved in writing by the Court. During the 10 days following delivery of a Notice of Disagreement, Debtors and the Purchaser shall seek in good faith to resolve in writing any differences which they may have with respect to the matters specified in the Notice of Disagreement. During such period, a representative appointed by the Debtors shall be permitted to review the Purchaser's working papers relating to the Notice of Disagreement. At the end of such 10-day period, Purchaser and the Debtors shall submit to the Court for review and resolution all matters which remain in dispute which were included in the Notice of Disagreement, and the Court shall make a final determination of Closing Merchandise Inventory and the Post-Closing Payment. The Closing Merchandise Inventory and the Post-Closing Payment as determined in accordance with this Section 2.5 shall become Adjustment Statement becomes final and binding on the parties hereto pursuant to Section 3.04, pay or cause to be paid to Parent (or its designated Subsidiaries) the amount by which the Adjustment Amount exceeds the Estimated Adjustment Amount, plus interest thereon at a rate of interest per annum equal to the Prime Rate, calculated on the basis of the actual number of days elapsed divided by 365, from the Closing Date to (but excluding) the date of payment. If the Court delivers its Adjustment Amount, as finally determined pursuant to Section 3.04, is less than the Estimated Adjustment Amount, Parent shall, within 15 Business Days after the Closing Adjustment Statement becomes final resolution and binding on the parties hereto pursuant to Section 3.04, pay or cause to be paid to Purchaser (or the Purchaser Designated Subsidiaries) the amount by which the Estimated Adjustment Amount exceeds the Adjustment Amount, plus interest thereon at a rate of interest per annum equal to the partiesPrime Rate, calculated on the basis of the actual number of days elapsed divided by 365, from the Closing Date to (but excluding) the date of payment. Purchaser and Any payment made pursuant to this Section 3.05 shall be made by wire transfer in immediately available funds to one or more accounts designated in writing at least two Business Days prior to such payment by the Debtors party entitled to receive such payment. Any payments made pursuant to this Section 3.05 (except for any stated interest) shall each bear their own fees and expenses in connection with be treated as an adjustment to the Court's resolutionPurchase Price paid for the Transferred US Entity Common Shares or the Transferred Canadian Entity Common Shares (as the case may be) for all applicable Tax purposes, except as otherwise required by applicable Law or pursuant to a final determination (within the meaning of Section 1313(a) of the Code) or similar determination under applicable state, local or non-U.S. Tax Law.