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

Post-Closing Purchase Price Adjustment. (a) As soon as practicable, but no later than forty-five (45) calendar days after the Closing Date, Buyer shall cause to be prepared and delivered to Griffon a single statement (the “Closing Statement”) setting forth Buyer’s calculation of (i) the Net Working Capital, (ii) based on such Net Working Capital amount, the Net Working Capital Adjustment, (iii) the Closing Date Funded Indebtedness, (iv) the Closing Date Cash, (v) the Transaction Related Expenses and the components thereof in reasonable detail. Buyer’s calculation of the Net Working Capital, the Net Working Capital Adjustment, the Closing Date Funded Indebtedness, the Closing Date Cash and the Transaction Related Expenses set forth in the Closing Statement shall be prepared and calculated in good faith, and in the manner and on a basis consistent with the terms of this Agreement and the Accounting Principles (in the case of Net Working Capital) and the definitions thereof, and in the case of Net Working Capital shall also be in the same form and include the same line items as the Estimated Net Working Capital calculation, and shall otherwise (x) not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby, (y) be based on facts and circumstances as they exist as of the Closing and (z) exclude the effect of any decision or event occurring on or after the Closing. In furtherance of the foregoing, Buyer acknowledges and agrees that the Accounting Principles are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies. If the Closing Statement is not so timely delivered by Buyer for any reason, then the Estimated Closing Statement shall be considered for all purposes of this Agreement as the Closing Statement, from which the Seller will have all of its rights under this Section 2.7 with respect thereto, including the right to dispute the calculations set forth in the Estimated Closing Statement in accordance with the procedures set forth in Section 2.7(b) and Section 2.7(c) mutatis mutandis.

Post-Closing Purchase Price Adjustment. (a) As soon promptly as practicablepossible, but no later than forty-five (45) calendar in any event within 90 days after the Closing Date, Buyer shall cause will deliver to be prepared Seller (i) an unaudited, combined balance sheet of the Acquired Companies as of the Closing Date and delivered (ii) its calculation of the Net Working Capital as of the close of business on the last Business Day immediately preceding the Closing Date (the “Closing Net Working Capital”), Indebtedness as of immediately prior to Griffon a single statement the Closing (the “Closing Indebtedness”), Net Breakage Benefits as of immediately prior to the Closing, if any (the “Closing Net Breakage Benefits”), Net Breakage Costs as of immediately prior to the Closing, if any (the “Closing Net Breakage Costs”), Cash as of the close of business on the last Business Day immediately preceding the Closing Date (the “Closing Cash”), and Osmose Unpaid Transaction Expenses as of immediately prior to the Closing (the “Closing Osmose Unpaid Transaction Expenses”), in each case, duly certified by Buyer as accurately setting forth Buyer’s good faith determination of the information set forth therein, and together, in each case, with all supporting documentation (together, the “Closing Statement”) setting forth Buyer’s calculation of (i) the Net Working Capital, (ii) based on such Net Working Capital amount, the Net Working Capital Adjustment, (iii) the Closing Date Funded Indebtedness, (iv) the Closing Date Cash, (v) the Transaction Related Expenses and the components thereof in reasonable detail). Buyer’s calculation of the Net Working Capital, the Net Working Capital Adjustment, the Closing Date Funded Indebtedness, the Closing Date Cash and the Transaction Related Expenses set forth in the The Closing Statement shall be prepared in a manner consistent with the applicable definition of the terms “Net Working Capital,” “Indebtedness,” “Net Breakage Benefits,” “Net Breakage Costs,” “Cash,” and calculated “Osmose Unpaid Transaction Expenses” set forth in good faiththis Agreement, GAAP, and in the a manner and on a basis consistent with the terms of this Agreement and the Accounting Principles (in the case of Net Working Capital) and the definitions thereofwith, and in the case of Net Working Capital shall also be in using the same form principles, policies, methods and include practices (including as to reserves and accruals) used in, the same line items as preparation of the Estimated Net Working Capital calculation, and Latest Balance Sheet. The Closing Statement shall otherwise entirely disregard (x) not include any changes in assets and all effects on the Assets or liabilities Liabilities of the Acquired Companies as a direct result of purchase accounting adjustments the transactions contemplated hereby (other than the Restructuring) or of any financing or refinancing arrangements entered into at any time by Buyer or any other changes arising from or resulting as a consequence transaction entered into by Buyer in connection with the consummation of the transactions contemplated hereby, and (y) be based on facts and circumstances as they exist as any of the Closing and (z) exclude the effect of any decision plans, transactions or event occurring on changes which Buyer intends to initiate or make or cause to be initiated or made after the Closing. In furtherance of Closing with respect to the foregoingAcquired Companies or their business or Assets, or any facts or circumstances that are unique or particular to Buyer acknowledges and agrees that the Accounting Principles are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies. If the Closing Statement is not so timely delivered by Buyer for any reason, then the Estimated Closing Statement shall be considered for all purposes of this Agreement as the Closing Statement, from which the Seller will have all of its rights under this Section 2.7 with respect thereto, including the right to dispute the calculations set forth in the Estimated Closing Statement in accordance with the procedures set forth in Section 2.7(b) and Section 2.7(c) mutatis mutandisassets or Liabilities.

Post-Closing Purchase Price Adjustment. (a) As soon promptly as practicable, but no later than forty-five (45) calendar 90 days after the Closing DateDate (as hereinafter defined), Buyer shall the Seller will cause to be prepared and delivered to Griffon a single statement (the “Closing Statement”) setting forth Buyer’s calculation of Buyer (i) the Net Working Capitalconsolidated balance sheet of the Company as of December 31, 1998 (the "Closing Balance Sheet") and the related consolidated statements of income (with related footnotes, the "1998 Income Statement", all of which, notwithstanding the foregoing shall be delivered no later than March 31, 1999 for purposes of Section 1.3), changes in stockholders' equity and cash flows of the Company for the year then ended (collectively, the "Closing Financials"), prepared in accordance with the Applicable Accounting Principles (as hereinafter defined) accompanied by the draft opinion of Deloitte & Touche LLP, independent auditors for the Seller, (ii) based on such Net Working Capital amountif the Closing Date shall not have occurred by December 31, 1998, the Net Working Capital Adjustmentconsolidated balance sheet of the Company as of the Closing Date, the related audited statements of income (the "Stub Period Income Statement"), changes in stockholders' equity and cash flows of the Company (collectively, the "Stub Period Financials"), accompanied by the draft opinion of Deloitte & Touche LLP, for the period commencing January 1, 1999 and ending on the Closing Date (the "Stub Period"), which Stub Period Financials shall be prepared in accordance with the Applicable Accounting Principles; and (iii) a certificate of the chief financial officer or chief accounting officer of Seller, setting forth the "Closing Date Funded IndebtednessEquity" (as hereinafter defined), the amount of consolidated net income (ivloss) of the Closing Date CashCompany for the Stub Period (the "Stub Period Income (Loss)"), (v) the Transaction Related Expenses and the components thereof in reasonable detail. Buyer’s calculation amount of the Net Working Capital, the Net Working Capital Adjustment, the Closing Date Funded Indebtedness, any adjustment to the Closing Date Cash Payment pursuant to this Section 1.2, together with supporting calculations (the "Adjustment Certificate"). Deloitte & Touche LLP shall perform all audit procedures and processes on the Closing Financials and the Transaction Related Expenses set forth in Stub Period Financials necessary to sign and deliver an auditor's report thereon, and the Closing Statement Financials and the Stub Period Financials shall be prepared and calculated in good faith, and in accompanied by the manner and on a basis consistent with draft auditor's report thereon from the terms of this Agreement and Seller's accountants to the Accounting Principles (in the case of Net Working Capital) and the definitions thereof, and in the case of Net Working Capital shall also be in the same form and include the same line items as the Estimated Net Working Capital calculation, and shall otherwise effect that (x) not include any changes in assets or liabilities as a result the Closing Financials present fairly the consolidated financial position, results of purchase accounting adjustments or other changes arising from or resulting as a consequence operations and cash flows of the transactions contemplated herebyCompany as of the close of business on December 31, 1998 (and for the year then ended) and (y) be based on facts if applicable, the Stub Period Financials present fairly the consolidated financial position, results of operations and circumstances as they exist cash flows of the Company as of the Closing and (z) exclude the effect close of any decision or event occurring business on or after the Closing. In furtherance of the foregoing, Buyer acknowledges and agrees that the Accounting Principles are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies. If the Closing Statement is not so timely delivered by Buyer Date (and for any reasonthe Stub Period), then the Estimated Closing Statement shall be considered for all purposes of this Agreement as the Closing Statement, from which the Seller will have all of its rights under this Section 2.7 with respect thereto, including the right to dispute the calculations set forth in the Estimated Closing Statement in accordance with the procedures set forth Applicable Accounting Principles. The Buyer shall have 90 days from the date on which the latest of the Closing Financials, the Stub Period Financials and the Adjustment Certificate are delivered to it to review such documents (the "Review Period"). The parties hereto and their respective accountants shall be provided with customary access (of the nature and extent provided Buyer's accountants in connection with their review of the Annual Financial Statements) to the work papers of the Seller's accountants (subject to Buyer's entry into a customary waiver and indemnification agreement with Seller's accountants) in connection with the preparation and review of the Closing Financials and the Stub Period Financials, if applicable. If the Buyer disagrees in any respect with any item or amount shown or reflected in the Closing Financials, the Stub Period Financials or the Adjustment Certificate or with the calculation of the Closing Equity or the Stub Period Income (Loss) or the proposed adjustment to the Closing Date Cash Payment pursuant to this Section 2.7(b) 1.2, the Buyer may, on or prior to the last day of the Review Period, deliver a written notice to the Seller setting forth, in reasonable detail, each disputed item or amount and Section 2.7(c) mutatis mutandisthe basis for the Buyer's disagreement therewith (the "Dispute Notice"). If no Dispute Notice is received by the Seller on or prior to the last day of the Review Period, then the Closing Financials, the Stub Period Financials and the Adjustment Certificate shall be deemed accepted by the Buyer.

Post-Closing Purchase Price Adjustment. (a) As soon as practicable, but no later than forty-five (45) calendar days after On or before the 120th day following the Closing Date, Buyer shall cause prepare and deliver to be prepared and delivered to Griffon Parent a single statement final balance sheet of the Business as of the Effective Time (the “Final Closing StatementDate Balance Sheet”) setting forth Buyer’s calculation ), which shall include the final determination of the Net Working Capital of the Business as of the Effective Time (ithe “Final Closing Date Net Working Capital”). The Final Closing Date Balance Sheet shall be prepared in a manner consistent with the preparation of the Closing Date Balance Sheet; provided, however, that (A) the Purchased Accounts Receivable and the Notes Receivable (as defined below) will be adjusted on the Final Closing Date Balance Sheet to give effect to the application of the adjustments required by Section 1.5(d)(ii) and Section 1.5(e)(ii), and (B) Inventory reflected in the Final Closing Date Balance Sheet shall be the same value as reflected in the Closing Date Net Working Capital, which is prior to the Post-Closing Inventory Adjustment as shown in Section 1.5(f). During the 30-day period immediately following Parent’s receipt of the Final Closing Date Balance Sheet, Parent and its agents and representatives shall be permitted to review Buyer’s working papers related to the preparation and determination of the Final Closing Date Balance Sheet. The Final Closing Date Balance Sheet shall become final and binding upon the Parties 30 days following Parent’s receipt thereof, unless Parent gives written notice of disagreement (iia “Notice of Disagreement”) based to Buyer prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature and dollar amount of any disagreement so asserted. If Buyer receives a Notice of Disagreement within the appropriate time frame, each undisputed item on the Final Closing Date Balance Sheet shall become final and binding and each disputed item on the Final Closing Date Balance Sheet shall become final and binding on the earliest of (x) the date Buyer and Parent resolve in writing each such difference they have with respect to the matters specified in the Notice of Disagreement or (y) the date on which each such matter in dispute is finally resolved jointly by Parent’s independent public accountant and Buyer’s independent public accountant. After the 20 days following delivery of a Notice of Disagreement, if Buyer and Parent have not resolved such differences outlined in the Notice of Disagreement, Buyer and Parent, unless otherwise mutually agreed to in writing, shall submit to their respective independent public accountants for review and resolution only such matters that remain in dispute and that were properly included in the Notice of Disagreement. Buyer and Parent shall instruct their respective independent public accountants to use their respective reasonable best efforts to resolve such disputed matters within 30 days of submission and to not assign a value to any item in dispute greater than the greatest value for such item assigned by either Buyer or Parent or lesser than the smallest value of such item assigned by either Buyer or Parent. Each of the Buyer and Parent shall pay the fees and expenses of its respective independent public accountant. Upon the final determination of the Final Closing Date Balance Sheet and Final Closing Date Net Working Capital amountas set forth in this Section 1.5(c), if the Final Closing Date Net Working Capital Adjustment, (iii) as reflected in the Final Closing Date Funded Indebtedness, (iv) Balance Sheet exceeds the Closing Date Cash, (v) the Transaction Related Expenses and the components thereof in reasonable detail. Buyer’s calculation of the Target Net Working Capital, then Buyer shall pay to Parent an amount equal to the difference between the Final Closing Date Net Working Capital and the Target Net Working Capital (the “Post-Closing Adjustment, ”) within 14 days of such final determination. Upon the final determination of the Final Closing Date Funded Indebtedness, the Balance Sheet and Final Closing Date Cash and the Transaction Related Expenses set forth in the Closing Statement shall be prepared and calculated in good faith, and in the manner and on a basis consistent with the terms of this Agreement and the Accounting Principles (in the case of Net Working Capital) and , if the definitions thereof, and in the case of Final Closing Date Net Working Capital shall also be as reflected in the same form and include Final Closing Date Balance Sheet is less than the same line items as the Estimated Target Net Working Capital calculationCapital, and then the Post-Closing Adjustment shall otherwise (x) not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising be deducted from or resulting as a consequence of the transactions contemplated hereby, (y) be based on facts and circumstances as they exist as of the Closing and (z) exclude the effect of any decision or event occurring on or after the Closing. In furtherance of the foregoing, Buyer acknowledges and agrees that the Accounting Principles are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologiesEscrow Amount. If the Post-Closing Statement Adjustment is not so timely delivered by payable to Buyer for and exceeds the portion of the Escrow Amount that remains in escrow, Buyer may set-off against any reasonamount owed pursuant to the Earn-Out. Moreover, then the Estimated Closing Statement Buyer shall be considered for all purposes of this Agreement as the Closing Statement, from which have direct recourse against the Seller will have all Parties and the Bondholders and the Seller Parties and the Bondholders shall pay to Buyer any portion of its rights the Post-Closing Adjustment not paid from the Escrow Amount or set-off against the Earn-Out within 14 days of such final determination. Any payments made under this Section 2.7 with respect thereto, including 1.5(c) shall be treated by the right Parties as an adjustment to dispute the calculations set forth in the Estimated Closing Statement in accordance with the procedures set forth in Section 2.7(b) and Section 2.7(c) mutatis mutandisPurchase Price for Tax purposes.

Post-Closing Purchase Price Adjustment. (a) As soon as practicable, but no later than forty-five (45) calendar days reasonably practicable after the Closing Date, and in any event within 60 days thereof, Buyer shall cause will prepare and deliver to be prepared and delivered to Griffon Seller a single statement (the “Closing Statement”) setting forth in reasonable detail the Buyer’s calculation of (i) the Company Indebtedness, (ii) Net Working Capital, (iiiii) based on such Net Working Capital amount, the resulting Net Working Capital Adjustment, (iii) the Closing Date Funded Indebtedness, (iv) the Closing Date Cashaggregate amount of Company Transaction Expenses, and (v) the Transaction Related Expenses and Excess Cash (such statement being referred to as the components thereof in reasonable detail“Buyer Closing Statement”). Buyer’s calculation of the Net Working Capital, the Net Working Capital Adjustment, the Closing Date Funded Indebtedness, the Closing Date Cash and the Transaction Related Expenses set forth in the The Buyer Closing Statement shall also include a certification, signed by an officer of Buyer, as to whether a Specified Producer Base Purchase Price Adjustment Reversal Amount is due to Seller pursuant to Section 2.6(e) below. The Buyer Closing Statement, the Final Closing Statement and the component items thereof will be prepared and calculated in good faithaccordance with the definitions set forth in this Agreement. Buyer will (1) permit, and will cause the Company to permit, Seller and its advisors and representatives such access to the books, records, properties, premises, work papers, personnel and other information of the Company as is reasonably necessary to permit Seller and its advisors and representatives to review the Buyer Closing Statement or to address any dispute described in this Section 2.6 and (2) reasonably cooperate, and will cause the manner Company to reasonably cooperate, with Seller and on a basis consistent its advisors and representatives in connection with such review or any dispute, including providing as soon as practicable all such information necessary in connection with the terms review of this Agreement the Buyer Closing Statement as is reasonably requested by Seller or its advisors or representatives, in each case subject to the limitations set forth in Section 6.2(d). The Parties agree that the purpose of preparing and calculating the Accounting Principles (in the case of Net Working Capital) and the definitions thereof, and in the case of Net Working Capital shall also be is to measure changes in such amount from the same form and include the same line items as the Estimated Net Working Capital calculation, and shall otherwise (x) not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby, (y) be based on facts and circumstances as they exist as of the Closing and (z) exclude the effect of any decision or event occurring on or after the Closing. In furtherance of the foregoing, Buyer acknowledges and agrees that the Accounting Principles are not intended to permit Target without the introduction of new or different judgments, accounting methods, policies, principles, practices, procedures, classifications classifications, judgments or estimation methodologiesmethodologies from the Accounting Principles or the methodology set forth on Exhibit 1.1(a)-A. The Buyer Closing Statement and the calculation of the amounts therein will entirely disregard (x) any and all effects on the assets and liabilities of the Company or the Covered Business as a 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 consummation of the transactions contemplated by this Agreement and (y) any 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 Company or the Covered Business. (b) Seller will, within 45 days following its receipt of the Buyer Closing Statement (the “Review Period”), accept or reject the Buyer Closing Statement submitted by Buyer. If Seller disagrees with the Buyer Closing Statement is not so timely delivered by Buyer for or any reasoncalculation therein, then Seller will give written notice to Buyer of such dispute, setting forth, in reasonable detail, those items and amounts as to which Seller disagrees, the Estimated basis for Seller’s objections and Seller’s calculation of the amount of each disputed item within such 45-day period. Should Seller fail to provide Buyer with a written notice of dispute within such 45-day period, Seller will be deemed to agree with the Buyer Closing Statement shall be considered for all purposes of this Agreement as the Closing Statement, from which the Seller will have all of its rights under this Section 2.7 with respect thereto, including the right to dispute the calculations set forth in the Estimated Closing Statement in accordance with the procedures set forth in Section 2.7(b) and Section 2.7(c) mutatis mutandis.16 US 167664346 HB: 4845-7978-5147.2

Post-Closing Purchase Price Adjustment. (a) As soon Purchaser shall prepare and present to Seller a draft of the balance sheet establishing the actual Net Working Capital (as practicablefinally determined pursuant to the terms of this Section 2.4(a), the “Closing Date Statement”) promptly, but not more than sixty (60) calendar days after the Closing Date. The Closing Date Statement shall be prepared in accordance with GAAP and the same principles, practices and procedures used in preparing the calculation of Target Net Working Capital Value set forth in Exhibit B attached hereto. The balance for inventory to be set forth on the Closing Date Statement shall be based on the results of a full physical count of all inventory owned by the Company (the “Physical Inventory”) to be taken on or around the Closing Date, but in no event later than five (5) Business Days subsequent to the Closing Date. The Physical Inventory shall be taken and documented in reasonable detail by the Company and shall be observed by the Purchaser (or its representatives) and also shall be observed, at the Seller’s option, by the Seller (or its representatives). For purposes of computing Net Working Capital as of the Closing Date, the Physical Inventory quantities shall be valued at the lower of cost or market (which shall not exceed net realizable value) and net of any applicable inventory reserves, utilizing costing methods in accordance with GAAP consistently applied. Each party shall bear its own expenses with respect to the Physical Inventory. Seller, together with its representatives and accountants, shall have the right to review the work papers of Purchaser and Purchaser’s accountants utilized in preparing the Closing Date Statement for purposes of verifying the accuracy of the presentation of the Closing Date Statement. If Seller shall not have notified Purchaser in a reasonably detailed written statement describing any objections to the Closing Date Statement within forty-five (45) calendar days after its receipt by Seller, the Closing Date Statement shall be deemed to be final. If Purchaser and Seller cannot agree on the Closing Date Statement within forty-five (45) calendar days after the delivery of the Closing DateDate Statement to Seller by Purchaser, Buyer the parties shall cause submit the dispute to be prepared and delivered to Griffon a single statement mutually acceptable accounting firm (the “Closing StatementReviewing Accountants”) setting forth Buyer’s calculation of (i) the Net Working Capital), (ii) based on such Net Working Capital amount, the Net Working Capital Adjustment, (iii) the Closing Date Funded Indebtedness, (iv) the Closing Date Cash, (v) the Transaction Related Expenses and the components thereof in reasonable detail. Buyer’s calculation of the Net Working Capital, the Net Working Capital Adjustment, the Closing Date Funded Indebtedness, the Closing Date Cash and the Transaction Related Expenses set forth in the Closing Statement whose determination shall be prepared and calculated in good faith, and in binding on the manner and on a basis consistent with the terms parties. The fees of this Agreement and the Accounting Principles (in the case of Net Working Capital) and the definitions thereof, and in the case of Net Working Capital shall also be in the same form and include the same line items as the Estimated Net Working Capital calculation, and shall otherwise (x) not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby, (y) be based on facts and circumstances as they exist as of the Closing and (z) exclude the effect of any decision or event occurring on or after the Closing. In furtherance of the foregoing, Buyer acknowledges and agrees that the Accounting Principles are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies. If the Closing Statement is not so timely delivered by Buyer for any reason, then the Estimated Closing Statement such Reviewing Accountants shall be considered for all purposes of this Agreement as the Closing Statement, from which the Seller will have all of its rights under this Section 2.7 with respect thereto, including the right to dispute the calculations set forth in the Estimated Closing Statement in accordance with the procedures set forth in Section 2.7(b) split equally between Purchaser and Section 2.7(c) mutatis mutandisSeller.

Post-Closing Purchase Price Adjustment. (a) As soon as practicable, but no later than forty-five (45) calendar days reasonably practicable after the Closing Date, and in any event within 60 days thereof, Buyer shall cause will prepare and deliver to be prepared and delivered to Griffon Seller a single statement (the “Closing Statement”) setting forth the Buyer’s calculation of (i) the Cash, (ii) the Company Indebtedness, (iii) Net Working Capital, (iiiv) based on such Net Working Capital amount, the resulting Net Working Capital Adjustment, (iii) the Closing Date Funded Indebtedness, (iv) the Closing Date Cash, and (v) the aggregate amount of Company Transaction Related Expenses Expenses, in each case as of immediately prior to the Closing (such statement being referred to as the “Buyer Closing Statement”). The Buyer Closing Statement, the Final Closing Statement and the components component items thereof in reasonable detail. Buyer’s calculation of the Net Working Capital, the Net Working Capital Adjustment, the Closing Date Funded Indebtedness, the Closing Date Cash and the Transaction Related Expenses set forth in the Closing Statement shall will be prepared and calculated in good faithaccordance with the Accounting Principles. Following the Closing Date, Buyer will, upon prior reasonable notice by Seller (1) permit, and will cause the relevant Company Group Member to permit, Seller and its advisors and representatives reasonable access to the books, records, properties, premises, work papers, personnel and other information of the Company Group to permit Seller and its advisors and representatives to review the Buyer Closing Statement or to address any dispute described in this Section 2.6 and (2) cooperate fully, and will cause the manner relevant Company Group Member to cooperate fully, with Seller and its advisors and representatives in connection with such review or any dispute, including providing on a timely basis consistent all other information necessary or useful in connection with the terms review of this Agreement the Buyer Closing Statement as is reasonably requested by Seller or its advisors or representatives, provided, however, that any such access or cooperation will be provided during normal business hours under the supervision of the applicable personnel of Buyer or any Company Group Member and in such a manner as to maintain the Accounting Principles (in confidentiality of the case relevant information and not interfere unreasonably with the operations of the Company Group. The Parties agree that the purpose of preparing and calculating the Cash, the Company Indebtedness, Net Working Capital) , and the definitions thereof, and in the case of Net Working Capital shall also be in the same form and include the same line items as the Estimated Net Working Capital calculation, and shall otherwise (x) not include any Company Transaction Expenses is to measure changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby, (y) be based on facts and circumstances as they exist as of the Closing and (z) exclude the effect of any decision or event occurring on or after the Closing. In furtherance of the foregoing, Buyer acknowledges and agrees that the Accounting Principles are not intended to permit such amounts without the introduction of new or different judgments, accounting methods, policies, principles, practices, procedures, classifications classifications, judgments or estimation methodologiesmethodologies from the Accounting Principles. If The Buyer Closing Statement and the calculation of the amounts therein will entirely disregard (x) any and all effects on the assets or liabilities of the Company Group as a direct result of the Transactions and (y) any of the plans, transactions or changes that Buyer intends to initiate or make or cause to be initiated or made after the Closing Statement is not so timely delivered by with respect to the Company Group, or any facts or circumstances that are unique or particular to Buyer for or any reason, then the Estimated Closing Statement shall be considered for all purposes of this Agreement as the Closing Statement, from which the Seller will have all of its rights under this Section 2.7 with respect thereto, including the right to dispute the calculations set forth in the Estimated Closing Statement in accordance with the procedures set forth in Section 2.7(b) and Section 2.7(c) mutatis mutandisassets or Liabilities.

Post-Closing Purchase Price Adjustment. (a) As soon as practicable, but no later than forty-five Within sixty (4560) calendar days after following the Closing Date, Buyer the Purchaser shall cause provide to be prepared and delivered to Griffon the Sellers a single statement notice (the “Closing Statement”) setting forth Buyer’s calculation of (i) the Net Working Capital, (ii) based on such Net Working Capital amount, the Net Working Capital Adjustment, (iii) the Closing Date Funded Indebtedness, (iv) the Closing Date Cash, (v) the Transaction Related Expenses and the components thereof certifying in reasonable detail. Buyerdetail the Purchaser’s calculation of the Net Working CapitalPurchase Price, calculated pursuant to Section 2.2, and the Purchaser’s good faith estimate of any Leakage (the “Calculated Leakage”) and of any Additional Equity (the “Calculated Additional Equity”), in each case, including each component thereof and supporting documentation. After the date that the Purchaser delivers the Statement to the Sellers and until the completion of the Final Statement, the Net Working Capital AdjustmentPurchaser shall provide, and the Purchaser and the Company shall cause each Group Company to provide, the Closing Date Funded IndebtednessSellers and any accountants (and/or other representatives) of the Sellers with reasonable access, in such manner as to not interfere with the Closing Date Cash normal operations of any Group Company, during normal business hours, upon reasonable advance notice, under reasonable circumstances and subject to restrictions under applicable Law, to (and the Transaction Related Expenses set forth in right to examine) the Closing relevant properties, books, work papers, records and materials of any Group Company for purposes of reviewing the Statement, disputing the Statement and/or agreeing upon a Final Statement; provided, however, that all information provided to a Seller, its accountants and any of their respective representatives shall be prepared and calculated in good faith, and in the manner and on a basis consistent with the terms deemed to be “Information” for purposes of this Agreement and the Accounting Principles (in the case of Net Working Capital) and the definitions thereof, and in the case of Net Working Capital shall also be in the same form and include the same line items as the Estimated Net Working Capital calculation, and shall otherwise (x) not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby, (y) be based on facts and circumstances as they exist as of the Closing and (z) exclude the effect of any decision or event occurring on or after the Closing. In furtherance of the foregoing, Buyer acknowledges and agrees that the Accounting Principles are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies. If the Closing Statement is not so timely delivered by Buyer for any reason, then the Estimated Closing Statement shall be considered for all purposes of this Agreement as the Closing Statement, from which the Seller will have all of its rights under this Section 2.7 with respect thereto, including the right to dispute the calculations set forth in the Estimated Closing Statement kept confidential in accordance with Section 6.3 hereof. In the procedures set forth in event that the Purchaser fails to deliver the Statement to the Sellers within sixty (60) days following the Closing Date, the Closing Certificate shall automatically become the Final Statement, the Estimated Leakage shall automatically become the Calculated Leakage, the Estimated Additional Equity shall become the Calculated Additional Equity, and each shall be final and binding on the Purchaser and each Seller, and no further adjustment of any kind shall be made pursuant to this Section 2.7(b) and Section 2.7(c) mutatis mutandis2.4.

Post-Closing Purchase Price Adjustment. (a) As soon as practicable, but no No later than forty-five sixty (4560) calendar days after the Closing Date, Buyer shall cause to be prepared prepare and delivered to Griffon deliver a single statement (the “Final Closing Statement”) setting forth consisting of the Buyer’s calculation good faith estimate in reasonable detail (and, in each case, determined as of the close of business on the Closing Date without giving effect to the transactions contemplated by this Agreement to take place at the Closing) and in accordance with the Accounting Principles, (i) the Net Working CapitalClosing Balance Sheet, (ii) based on such Net Working Capital amount, the Net Working Capital AdjustmentClosing Cash, (iii) the Closing Date Funded IndebtednessWorking Capital, (iv) the Closing Date CashWorking Capital Excess Amount (if any), (v) the Transaction Related Expenses Closing Working Capital Deficiency Amount (if any), and (vi) the components thereof in reasonable detailCash Consideration. During the forty-five (45) day period following Buyer’s calculation delivery of the Net Working Capital, the Net Working Capital Adjustment, the Closing Date Funded Indebtedness, the Closing Date Cash and the Transaction Related Expenses set forth in the Closing Statement shall be prepared and calculated in good faith, and in the manner and on a basis consistent with the terms of this Agreement and the Accounting Principles (in the case of Net Working Capital) and the definitions thereof, and in the case of Net Working Capital shall also be in the same form and include the same line items as the Estimated Net Working Capital calculation, and shall otherwise (x) not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby, (y) be based on facts and circumstances as they exist as of the Closing and (z) exclude the effect of any decision or event occurring on or after the Closing. In furtherance of the foregoing, Buyer acknowledges and agrees that the Accounting Principles are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies. If the Closing Statement is not so timely delivered by Buyer for any reason, then the Estimated Closing Statement shall be considered for all purposes of this Agreement as the Final Closing Statement, from which Seller shall have, for the purposes of evaluating the Final Closing Statement, reasonable access (A) to the appropriate books and records of Buyer, including working papers, supporting schedules, calculations and other documentation used in the preparation of the Final Closing Statement and (B) to Buyer’s officers, employees, agents and representatives as may be reasonably required in connection with the review or analysis of the Final Closing Statement. The Final Closing Statement and the Cash Consideration set forth therein shall be final and binding upon the Parties, and deemed accepted by Seller, unless within forty-five (45) days after Seller’s receipt thereof, Seller will have all of its rights under this Section 2.7 provides Buyer with a written Objection Notice with respect thereto, including to the right to dispute the calculations set forth in the Estimated Final Closing Statement (an “Objection Notice”). The Objection Notice shall specify in reasonable detail each item on the Final Closing Statement that Seller disputes and the nature of any objection so asserted and shall be limited to disputes or objections based on mathematical errors or based on Cash Consideration not being calculated in accordance with this Agreement (including, without limitation, not being calculated in accordance with the Accounting Principles). Seller shall be deemed to have agreed with all amounts and items contained in the Final Closing Statement to the extent such amounts and items are not raised in the Objection Notice. If Seller properly delivers an Objection Notice, any dispute raised therein shall be resolved pursuant to the procedures set forth in Section 2.7(b) and Section 2.7(c) mutatis mutandis1.11.

Post-Closing Purchase Price Adjustment. (a) As soon as practicable, but no later Not more than forty-five ninety (4590) calendar days after the Closing Date, Buyer Purchaser shall cause deliver to Seller a consolidated balance sheet for the Company and its Subsidiaries as of immediately prior to the Effective Time (the “Closing Date Balance Sheet”). The Closing Date Balance Sheet shall be prepared in accordance with GAAP, applied on a basis consistent with (except for the absence of footnotes required by GAAP) the Balance Sheet (consistency to include the same principles, policies, practices, methodologies and delivered classifications, it being understood that if there is any conflict between GAAP and consistency that GAAP shall control). From the Closing Date Balance Sheet, Purchaser shall prepare and deliver to Griffon Seller, within such 90-day period, a single statement (the “Closing Statement”) setting forth Buyer’s calculation of (i) the Net Working Capital, (ii) based on such Net Working Capital amount, the Net Working Capital Adjustment, (iii) the Closing Date Funded Indebtedness, (iv) the Closing Date Cash, (v) the Transaction Related Expenses and the components thereof in reasonable detail. Buyer’s calculation of the Net Working Capital as of immediately prior to the Effective Time (the “Closing Date Working Capital”), the Net Working Capital Adjustment, the Closing Date Funded Indebtedness, the Closing Date Cash and the Transaction Related Expenses set forth in the Closing Statement which shall be prepared and calculated in good faith, and in the manner and on a basis consistent with the terms calculation of this Agreement and the Accounting Principles Target Working Capital attached hereto as Exhibit F. With respect to the Closing Date Working Capital: (i) outstanding checks shall not be included in Consolidated Current Liabilities to the extent the amounts of such checks do not exceed the cash amounts that are required to remain in the case Company in accordance with Section 2.7, (ii) the results of Net Working Capital) and the definitions thereof, and in the case of Net Working Capital shall also be in the same form and include the same line items as the Estimated Net Working Capital calculation, and shall otherwise (x) not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of transactions that occur pursuant to the transactions contemplated hereby, (y) by this Agreement shall be based on facts and circumstances as they exist as of the Closing excluded from Working Capital and (ziii) exclude the effect of any decision or event occurring on or after the Closing. In furtherance of the foregoing, Buyer acknowledges and agrees that the Accounting Principles are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies. If the Closing Statement is not so timely delivered by Buyer for any reason, then the Estimated Closing Statement inventory shall be considered for all purposes of this Agreement as the Closing Statement, from which the Seller will have all of its rights under this Section 2.7 with respect thereto, including the right to dispute the calculations set forth in the Estimated Closing Statement calculated in accordance with the procedures set forth in Section 2.7(b) definition of Consolidated Current Assets. Otherwise, Working Capital shall be computed on a basis consistent with the Balance Sheet (consistency to include the same principles, policies, practices, methodologies and Section 2.7(c) mutatis mutandisclassifications, it being understood that if there is any conflict between GAAP and the consistency of principles, policies, practices, methodologies and classifications, that GAAP shall control).

Post-Closing Purchase Price Adjustment. (a) As soon as practicable, but no later than forty-five (45) calendar Within 60 days after the Closing Date, Buyer shall Purchaser will prepare and deliver or cause to be prepared and delivered to Griffon Seller a single statement balance sheet of Seller as of the close of business on the Closing Date (the “Closing Statement”"CLOSING DATE BALANCE SHEET") setting forth Buyer’s calculation and a proposed statement of (i) the Net Working Capital, (ii) based on such Net Working Capital amount, the Net Working Capital Adjustmentof Seller prepared therefrom (the "CLOSING STATEMENT"), (iii) in each case, without giving effect to the transactions described in this Agreement to be consummated at the Closing. The Closing Date Balance Sheet and the Closing Date Funded IndebtednessStatement (i) will reflect, (iv) respectively, the Closing Date Cash, (v) the Transaction Related Expenses financial position of Seller and the components thereof in reasonable detail. Buyer’s and calculation of the Net Working CapitalCapital of Seller in the manner set forth in EXHIBIT C, in each case as of the Net Working Capital AdjustmentClosing Date, (ii) will be prepared and determined as of the Closing Date Funded Indebtedness, the Closing Date Cash and the Transaction Related Expenses set forth in the Closing Statement shall be prepared and calculated in good faith, and in the manner and on a basis consistent with the terms policies, principles and methodology used in connection with the preparation of this Agreement the Reference Financial Statements and the Accounting Principles (in the case of Net Working Capital) and the definitions thereofReference Balance Sheet; PROVIDED, and in the case of Net Working Capital shall also be in the same form and include the same line items as the Estimated Net Working Capital calculationHOWEVER, and shall otherwise (x) not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby, (y) be based on facts and circumstances as they exist as of the Closing and (z) exclude the effect of any decision or event occurring on or after the Closing. In furtherance of the foregoing, Buyer acknowledges and agrees that the Accounting Principles are not intended to permit amounts for year 2000 employee bonuses and for warranty reserves will be the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies. If the Closing Statement is not so timely delivered by Buyer for any reason, then the Estimated Closing Statement shall be considered for all purposes of this Agreement as the Closing Statement, from which the Seller will have all of its rights under this Section 2.7 with respect thereto, including the right to dispute the calculations amounts set forth in the Estimated Closing Statement Working Capital Balance unless, with respect to warranty reserves, such amount is not calculated in accordance with Seller's past practices, which is based on 0.75% of sales, and (iii) will be subject to adjustment in accordance with the procedures policies, principles and methodology encompassed in the pro forma working capital calculation set forth in Section 2.7(bEXHIBIT C (the "PRO FORMA WORKING CAPITAL CALCULATION") (the policies, principles and methodology in clauses (ii) and (iii) being referred to herein as the "FINANCIAL STATEMENT PRINCIPLES"). Notwithstanding anything contained herein to the contrary, there will be no changes in reserve or accrual policies of Seller between the Balance Sheet Date and the Closing Date without the prior written consent of Purchaser. The Net Working Capital of Seller as of the Closing Date determined in accordance with this Section 2.7(c) mutatis mutandis4.3 is referred to herein as the "CLOSING WORKING CAPITAL BALANCE." In the event that the Financial Statement Principles do not include any policies, principles or methodology required to determine the Net Working Capital of Seller, then the Net Working Capital of Seller will be determined on a basis in accordance with GAAP.

Post-Closing Purchase Price Adjustment. (a) As soon promptly as practicable, but no in any event not later than forty-forty five (45) calendar days after the Loan Closing DateDate (subject to the last sentence of this Section 2.4), Buyer Purchaser shall cause to be prepared and delivered to Griffon a single statement (the “Closing Statement”) setting forth Buyer’s calculation of Seller (i) a statement setting forth the Net Working CapitalBook Value of Warehouse Loans as of the date hereof (the "Statement of Warehouse Loans Net Book Value"), (ii) based on such Net Working Capital amount, a statement setting forth the Net Working Capital AdjustmentBook Value of the Construction Loans as of the Company Closing Date (the "Statement of Construction Loans Net Book Value"), (iii) a statement setting forth the Net Book Value of Other Purchased Mortgage Loans as of the Loan Closing Date Funded Indebtedness(the "Statement of Other Purchased Mortgage Loan Net Book Value"), and (iv) a balance sheet for the Company as of the Company Closing Date Cash(the "Closing Date Balance Sheet"), (v) accompanied by a statement setting forth the Transaction Related Expenses and the components thereof in reasonable detail. Buyer’s calculation Net Book Value of the Company (the "Statement of Company Net Working CapitalBook Value") as of the Company Closing Date. For the avoidance of doubt, any information received by Purchaser from Bear Stearns with respect to loans sold to Bear Stearns and its Affiliates xxxxxxnt to contracts of Seller with such xxxxxxxs may be utilized by Purchaser in determining the Statement of Warehouse Loans Net Working Capital AdjustmentBook Value, Statement of Construction Loans Net Book Value, Statement of Other Purchased Mortgage Loan Net Book Value and Statement of Company Net Book Value. In the event that this Agreement is terminated subsequent to the Warehouse Closing Date Funded Indebtedness, and prior to the occurrence of the Company Closing Date Cash and or Loan Closing Date, as the Transaction Related Expenses set forth in the Closing Statement case may be, then Purchaser shall cause to be prepared and calculated in good faithdelivered to Seller only the Statement of Warehouse Loans Net Book Value, Statement of Construction Loans Net Book Value, and/or Closing Date Balance Sheet and Statement of Company Net Book Value, as the case may be, within forty five (45) days after the date of termination, and in the manner and on a basis consistent with the terms remainder of this Agreement Section 2.4 shall apply solely with respect to the Statement of Warehouse Loans Net Book Value, Statement of Construction Loans Net Book Value and/or Closing Date Balance Sheet and the Accounting Principles (in Statement of Company Net Book Value, as the case of Net Working Capital) and the definitions thereof, and in the case of Net Working Capital shall also be in the same form and include the same line items as the Estimated Net Working Capital calculation, and shall otherwise (x) not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby, (y) be based on facts and circumstances as they exist as of the Closing and (z) exclude the effect of any decision or event occurring on or after the Closing. In furtherance of the foregoing, Buyer acknowledges and agrees that the Accounting Principles are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies. If the Closing Statement is not so timely delivered by Buyer for any reason, then the Estimated Closing Statement shall be considered for all purposes of this Agreement as the Closing Statement, from which the Seller will have all of its rights under this Section 2.7 with respect thereto, including the right to dispute the calculations set forth in the Estimated Closing Statement in accordance with the procedures set forth in Section 2.7(b) and Section 2.7(c) mutatis mutandismay be.

Post-Closing Purchase Price Adjustment. (a) As soon as practicable, but no Not later than forty-five the fifteenth day following the end of the Two Month Measurement Period (45) calendar days after the Closing Dateas defined in Exhibit 13.1), Buyer shall cause prepare and deliver to be prepared and delivered to Griffon a single statement (the “Closing Statement”) setting forth Buyer’s calculation of Company (i) a statement of assets and liabilities of the Net Working CapitalBusiness as of the close of business on the day prior to the Closing Date (the "Closing Balance Sheet"), (ii) based on such Net Working Capital amount, a statement of Decremented Minutes and Service Revenues for the Net Working Capital Adjustmentsix-month period ending at the conclusion of the Two Month Measurement Period (the "Closing Minutes and Revenues Statement"), (iii) a statement of cash flows for the six-month period ending on the day prior to the Closing Date Funded Indebtedness(the "Closing Cash Flow Statement", and, together with the Closing Balance Sheet and the Closing Minutes and Revenues Statement, the "Closing Statements") and (iv) a statement (the "Purchase Price Adjustment Statement") setting forth the Purchase Price Adjustment computed as indicated on Exhibit 13.1 based on the Actual Adjustments (as defined in Exhibit 13.1), in each case determined pursuant to the results indicated on the Closing Date Cash, (v) the Transaction Related Expenses Statements. The Closing Statements and the components thereof in reasonable detail. Buyer’s calculation of the Net Working Capital, the Net Working Capital Adjustment, the Closing Date Funded Indebtedness, the Closing Date Cash and the Transaction Related Expenses set forth in the Closing Purchase Price Adjustment Statement shall be prepared from the books and calculated records of the Company and its subsidiaries and shall be prepared in good faith, and in the manner and accordance with GAAP applied on a basis consistent with the terms preparation of this Agreement the financial statements included in the Recent 10-Q; provided, however, GAAP shall control the preparation of the Closing Statements and the Accounting Principles (in the case of Net Working Capital) and the definitions thereof, and in the case of Net Working Capital shall also be in the same form and include the same line items as the Estimated Net Working Capital calculation, and shall otherwise Purchase Price Adjustment Statement (x) not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence to the extent the preparation of the transactions contemplated herebyfinancial statements included in the Recent 10-Q were not in accordance with GAAP in any respect, and (y) in any event, with respect to the matters referred to in the Company's Current Report on Form 8-K filed with the SEC on January 7, 1999. In addition, the Purchase Price Adjustment Statement shall be based on facts accompanied by a certificate of Buyer's independent auditor confirming the amounts and circumstances as they exist as adjustments indicated therein. Each Seller shall provide reasonable cooperation, including reasonable access to books, records, employees and former employees, in connection with the preparation of the Closing Statements and (z) exclude the effect of any decision or event occurring on or after the Closing. In furtherance of the foregoing, Buyer acknowledges and agrees that the Accounting Principles are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies. If the Closing Statement is not so timely delivered by Buyer for any reason, then the Estimated Closing Statement shall be considered for all purposes of this Agreement as the Closing Purchase Price Adjustment Statement, from which the Seller will have all of its rights under this Section 2.7 with respect thereto, including the right to dispute the calculations set forth in the Estimated Closing Statement in accordance with the procedures set forth in Section 2.7(b) and Section 2.7(c) mutatis mutandis.

Post-Closing Purchase Price Adjustment. (a) As soon as practicablereasonably practicable following the Closing Date (and in any event, but no later than forty-five ninety (4590) calendar days after following the Closing Date), Buyer shall prepare and deliver, or cause to be prepared and delivered delivered, to Griffon Seller the following: (i) the Closing Balance Sheet, and (ii) an unaudited statement that sets forth Buyer’s good faith calculation of (A) Closing Cash, (B) the Closing Indebtedness Amount, (C) the Unpaid Company Transaction Expenses, (D) the Closing Net Working Capital (each of the items set forth in the foregoing clauses (A) through (D), a single statement “Post-Closing Adjustment Item”) and (E) the resulting calculation of the Final Purchase Price (such statement, the “Closing Statement”) setting forth Buyer’s calculation of (i) the Net Working Capital), (ii) based on such Net Working Capital amountin each case, the Net Working Capital Adjustment, (iii) derived from the Closing Date Funded IndebtednessBalance Sheet, (iv) the Closing Date Cash, (v) the Transaction Related Expenses and including reasonably detailed calculations and supporting documentation of the components thereof in reasonable detail. Buyer’s calculation and determined (x) without giving effect to the consummation of the Net Working CapitalTransactions, any financing transactions in connection therewith, or any event or action which occurs at or after the Net Working Capital Adjustment, the Closing Date Funded Indebtedness, the Closing Date Cash Closing; and the Transaction Related Expenses set forth in the (y) without reflecting any impact of purchase accounting. The Closing Statement shall be prepared and calculated in good faith, and in the manner and on a consolidated basis consistent for the Acquired Companies in accordance with the terms of this Agreement and the Accounting Principles (in the case of Net Working Capital) and the definitions thereof, and in the case of Net Working Capital shall also be in the same form and include the same line items as the Estimated Net Working Capital calculation, and shall otherwise (x) not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby, (y) be based on facts and circumstances as they exist as of the Closing and (z) exclude the effect of any decision or event occurring on or after the Closing. In furtherance of the foregoing, Buyer acknowledges and agrees that the Accounting Principles are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologiesPrinciples. If Buyer does not deliver the Closing Statement is not so timely delivered by Buyer for any reasonwithin such ninety (90)-day period, then the Estimated Closing Statement shall be considered Seller may (at its option, in its sole discretion) in a written notice to Buyer, declare that for all purposes of under this Agreement as the Post-Closing Statement, from which Adjustment Items shall equal the Seller will have all of its rights under this Section 2.7 with respect thereto, including the right to dispute the calculations amounts set forth in the Estimated Closing Statement in accordance with and that the procedures set forth in Section 2.7(b) Final Purchase Price shall equal the Estimated Closing Purchase Price and Section 2.7(c) mutatis mutandissuch amounts shall be final, conclusive and binding on the Parties and not subject to further revision.

Post-Closing Purchase Price Adjustment. (a) As soon promptly as practicable, but in no event later than forty-five ninety (4590) calendar days after the Closing Datefollowing Closing, Buyer Purchaser shall cause deliver to be prepared and delivered to Griffon Seller a single statement certificate executed by Purchaser’s Chief Financial Officer or equivalent executive officer (the “Closing StatementCertificate”) ), setting forth Buyer’s calculation a good faith calculation, prepared based upon the books and records of the Company and the Subsidiaries and in accordance with applicable Accounting Policies and the methodology set forth on Exhibit C, of (i) Net Working Capital (it being understood and agreed that Net Working Capital shall be used to measure changes in Net Working Capital and not as a form of indemnification and, in furtherance of the foregoing, to the extent Purchaser asserts there is a current liability under this Section 3.3(a) that was not reflected in the calculation of the Target Net Working Capital, the Target Net Working Capital shall be recalculated in accordance with the definitions of Net Working Capital and Target Net Working Capital and the methodology set forth on Exhibit C to reflect such current liability to the extent such current liability is included in the calculation of Final Net Working Capital, provided that, other than as described in the foregoing, the Target Net Working Capital shall not be subject to recalculation for any reason and may not be objected to or disputed by Purchaser), (ii) based on such any adjustments to Target Net Working Capital amount, pursuant to clause (i) above and the resultant adjustments to Estimated Net Working Capital Adjustment(which shall be recalculated to reflect such adjustments), (iii) the Closing Date Funded Indebtedness, (iv) the Closing Date Cash, (iv) Closing Date Indebtedness, (v) Seller Transaction Expenses, (vi) Seller Severance Expenses, (vii) CapEx Spend Adjustment, (viii) 2016 Cash Flow Adjustment and (ix) the Transaction Related Expenses and the components thereof in reasonable detailproposed Adjustment Amount based upon such items. Buyer’s calculation No actions taken by Purchaser on its own behalf or on behalf of the Company, at or following Closing, shall be given effect for purposes of determining the Final Net Working Capital, the Net Working Capital Adjustment, the Closing Date Funded Indebtedness, the Closing Date Cash and the Transaction Related Expenses set forth . Purchaser shall not add items or change any amounts in the Closing Statement shall be prepared and calculated in good faith, and in the manner and on a basis consistent with the terms of this Agreement and the Accounting Principles (in the case of Net Working Capital) and the definitions thereof, and in the case of Net Working Capital shall also be in the same form and include the same line items as the Estimated Net Working Capital calculation, and shall otherwise (x) not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby, (y) be based on facts and circumstances as they exist as of the Closing and (z) exclude the effect of any decision or event occurring on or Certificate after the Closing. In furtherance of the foregoing, Buyer acknowledges and agrees that the Accounting Principles are not intended it is delivered to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologiesSeller. If the Closing Statement is not so timely delivered by Buyer for any reason, then the Estimated Closing Statement shall be considered for all purposes of this Agreement as Adjustment Amount reflected in the Closing StatementCertificate is positive, from which Purchaser shall pay the Adjustment Amount to Seller will have all by wire transfer of its rights under this Section 2.7 with respect thereto, including the right to dispute the calculations set forth in the Estimated Closing Statement in accordance with the procedures set forth in Section 2.7(b) and Section 2.7(c) mutatis mutandisimmediately available funds into an account designated by Seller.