Common use of Post-Closing True-Up Clause in Contracts

Post-Closing True-Up. (a) No later than ninety (90) days after the Closing Date, Buyer will provide to Seller a report (the “Post-Closing Report”), including pertinent supporting schedules, calculations and documentation, containing (x) Buyer’s good faith calculations of (i) the actual amount of Closing Cash (the “Final Closing Cash”), including amounts retained pursuant to Section 1.4(b)(iii), (ii) the actual amounts of the Prorated Items as of the Closing (the “Final Prorated Items”), (iii) the Event Amounts (the “Final Event Amounts”), (iv) the amount of any Indebtedness of the Company as of immediately prior to the Closing that remained outstanding following the Closing (the “Final Indebtedness”), (v) the Casualty Credit (if any), (vi) the Local Pension Plan Adjustment, and (vii) an amount equal to 50% of the aggregate amount of all accrued vacation obligations in respect of the Business Employees as of the Closing (such fifty percent (50%) the “Final Accrued Vacation Expense”), and (y) Buyer’s calculation of the Final Closing Purchase Price Amount based on the foregoing items. Calculations set forth on the Post-Closing Report will be done using the same methodology, practices and principles used by Seller in making the calculations set forth on the Estimated Closing Report. If Buyer fails to deliver the Post-Closing Report within such ninety (90) day period, Seller will deliver its good faith calculation (including all components thereof) of the Final Closing Cash, including amounts retained pursuant to Section 1.4(b)(iii), Final Prorated Items, Final Event Amounts, Final Indebtedness, Final Accrued Vacation Expense and the resulting calculation of the Final Closing Purchase Price Amount based on the foregoing items, in which event Buyer will have the same rights to review and object to such calculations under this Section 1.5 as Seller would have had upon Buyer’s preparation of such calculations. In connection with Seller’s review of the Post-Closing Report, Buyer will cooperate in good faith with Seller and its Representatives, including by providing on a timely basis all information reasonably necessary in the determination of the Final Closing Cash, the Final Prorated Items, the Final Event Amounts, the Final Indebtedness and the Final Accrued Vacation Expense and other information reasonably requested by Seller in connection therewith.

Post-Closing True-Up. (ai) No later than ninety Within sixty (9060) days after the Closing Date, the Buyer shall provide to the Stockholder Representative the Closing Balance Sheet, together with the Buyer’s determination of (A) the Excess Cash, (B) the Company Debt, (C) the Transaction Expenses not otherwise paid immediately prior to the Effective Time, (D) the aggregate amount of Change in Control Payments not otherwise paid immediately prior to the Effective Time, including any related employer portion of employment or payroll Taxes attributable thereto, (E) the Net Working Capital Deficiency, and (F) the Merger Consideration (collectively, the “Verified Allocation Certificate”). The Buyer will make available at the Stockholder Representative’s reasonable request all records and work papers of the Buyer used in calculating such amounts. If the Stockholder Representative disagrees with any of the amounts set forth in the Verified Allocation Certificate, the Stockholder Representative may provide a written notice of proposed changes to Seller any such calculation specifying in reasonable detail all disputed items and the basis therefor (a report “Change Notice”) to the Buyer within thirty (30) days after the “Post-Closing Report”receipt of the Verified Allocation Certificate (and in the event no Change Notice is provided during such period, the Stockholder Representative will be deemed to have agreed to and accepted each such calculation as of the end of such period). The Buyer shall promptly cooperate with the Stockholder Representative in providing such information as the Stockholder Representative reasonably requests in connection with the review of the Verified Allocation Certificate (including by remote access to such information). If the Stockholder Representative provides a Change Notice to the Buyer within such period, including pertinent supporting schedulesthe Verified Allocation Certificate and the components thereof included in the Change Notice shall be finally determined in accordance with the resolution of dispute procedures set forth in Section 1.7(d) (Resolution of Disputes). (ii) Based on the foregoing, calculations and documentation, containing (x) Buyer’s good faith calculations of (i) the actual following amount of Closing Cash (the “Final Closing CashAdjustment Amount”), including amounts retained pursuant ) shall be determined equal to Section 1.4(b)(iii), the difference of (iiA) the actual amounts of the Prorated Items Merger Consideration as of the Closing (the “Final Prorated Items”), (iii) the Event Amounts (the “Final Event Amounts”), (iv) the amount of any Indebtedness of the Company as of immediately prior to the Closing that remained outstanding following the Closing (the “Final Indebtedness”), (v) the Casualty Credit (if any), (vi) the Local Pension Plan Adjustment, and (vii) an amount equal to 50% of the aggregate amount of all accrued vacation obligations in respect of the Business Employees as of the Closing (such fifty percent (50%) the “Final Accrued Vacation Expense”), and (y) Buyer’s calculation of the Final Closing Purchase Price Amount calculated based on the foregoing items. Calculations set forth on Verified Allocation Certificate as finally determined in accordance with Section 1.7(d) (Resolution of Disputes) minus (B) the Post-Closing Report will be done using Merger Consideration specified in the same methodology, practices and principles used by Seller in making the calculations set forth on the Estimated Closing ReportAllocation Certificate. If Buyer fails to deliver the Post-Closing Report within such ninety (90) day period, Seller will deliver its good faith calculation (including all components thereof) of the Final Closing CashAdjustment Amount is a positive number, including amounts retained pursuant the Buyer shall pay the Final Adjustment Amount to Section 1.4(b)(iiithe Paying Agent and the Company for payment to the Stockholders (other than with respect to the Company Series D Stock), Final Prorated Itemsas applicable, Final Event Amounts, Final Indebtedness, Final Accrued Vacation Expense and the resulting calculation of the Final Closing Purchase Price Amount based on the foregoing items, in which event Buyer will have the same rights to review and object to such calculations under this Section 1.5 as Seller would have had upon Buyer’s preparation of such calculations. In connection with Seller’s review of the Post-Closing Report, Buyer will cooperate in good faith with Seller and its Representatives, including by providing on a timely basis all information reasonably necessary in the determination of the Final Closing Cash, the Final Prorated Items, the Final Event Amounts, the Final Indebtedness and the Final Accrued Vacation Expense and other information reasonably requested by Seller in connection therewith.their aggregate Pro Rata Escrow 17

Post-Closing True-Up. (ai) No later than Within ninety (90) days after the Closing Date, Buyer will shall provide to Seller the Securityholder Representative a report statement of Net Working Capital, Unrestricted Cash, Transaction Expenses and Company Debt of the Company as of 11:59 PM Eastern time on the Closing Date, without giving effect to the consummation of the Transactions (the “Closing Working Capital Statement”), which Closing Working Capital Statement shall be prepared in accordance with GAAP, without giving effect to the consummation of the Transactions and subject to the adjustments specified in the definition of Net Working Capital, and include Buyer’s calculation of (A) the Company Debt (the “Post-Closing ReportCompany Debt Calculation”), including pertinent supporting schedules, calculations and documentation, containing (x) Buyer’s good faith calculations of (iB) the actual amount of Net Working Capital (the “Post-Closing Net Working Capital Calculation”), (C) the Unrestricted Cash (the “Final Post-Closing CashUnrestricted Cash Calculation”), including amounts retained pursuant to Section 1.4(b)(iii), ) and (iiD) the actual amounts of the Prorated Items as of the Closing Transaction Expenses (the “Final Prorated ItemsPost-Closing Transaction Expense Calculation”), . Buyer will make available at the Securityholder Representative’s reasonable request all records and work papers (iiiand personnel involved in the creation or preparation thereof) used in calculating such amounts. If the Event Amounts (the “Final Event Amounts”), (iv) the amount of any Indebtedness of the Company as of immediately prior to the Closing that remained outstanding following the Closing (the “Final Indebtedness”), (v) the Casualty Credit (if any), (vi) the Local Pension Plan Adjustment, and (vii) an amount equal to 50% of the aggregate amount of all accrued vacation obligations in respect of the Business Employees as of the Closing (such fifty percent (50%) the “Final Accrued Vacation Expense”), and (y) Buyer’s calculation of the Final Closing Purchase Price Amount based on the foregoing items. Calculations set forth on Securityholder Representative disagrees with either the Post-Closing Report will be done using the same methodologyCompany Debt Calculation, practices and principles used by Seller in making the calculations set forth on the Estimated Closing Report. If Buyer fails to deliver the Post-Closing Report within such ninety (90) day periodNet Working Capital Calculation, Seller will deliver its good faith calculation (including all components thereof) of the Final Closing Cash, including amounts retained pursuant to Section 1.4(b)(iii), Final Prorated Items, Final Event Amounts, Final Indebtedness, Final Accrued Vacation Expense and the resulting calculation of the Final Closing Purchase Price Amount based on the foregoing items, in which event Buyer will have the same rights to review and object to such calculations under this Section 1.5 as Seller would have had upon Buyer’s preparation of such calculations. In connection with Seller’s review of the Post-Closing ReportUnrestricted Cash Calculation or the Post-Closing Transaction Expense Calculation, the Securityholder Representative may provide a written notice of proposed changes to any such calculation specifying in reasonable detail all disputed items and the basis therefor (a “Change Notice”) to Buyer will cooperate in good faith with Seller within forty-five (45) days after the receipt of the Closing Working Capital Statement (and its Representatives, including by providing on a timely basis all information reasonably necessary in the determination event no Change Notice is provided during such period, the Securityholder Representative will be deemed to have agreed to and accepted each such calculation as of the Final end of such period). Bxxxx shall promptly cooperate with the Securityholder Representative in providing such information as the Securityholder Representative reasonably requests in connection with the review of the Closing CashWorking Capital Statement. If the Securityholder Representative provides a Change Notice to Buyer within such period, the Final Prorated Itemsamount of the Company Debt, Net Working Capital, Unrestricted Cash and Transaction Expenses shall be finally determined in accordance with the Final Event Amounts, the Final Indebtedness and the Final Accrued Vacation Expense and other information reasonably requested by Seller resolution of dispute procedures set forth in connection therewithSection 1.7(d) (Resolution of Disputes).

Post-Closing True-Up. (a) No later than ninety (90) days after If there is a reduction to the Closing Date, Buyer will provide to Seller a report (the “Post-Closing Report”), including pertinent supporting schedules, calculations and documentation, containing (x) Buyer’s good faith calculations of (i) the actual amount of Closing Cash (the “Final Closing Cash”), including amounts retained Payment Amount pursuant to Section 1.4(b)(iii), (ii1.6(a) the actual amounts and any Client designated for “Written Consent” in Section 3.8(a) of the Prorated Items Company Group Disclosure Schedule that is a Non-Consenting Client as of the Closing (each, a “Contingent Client”) continues to accept investment advisory services provided by the Company Group through the date that is 120 days following the Closing Date (the “Final Prorated ItemsTrue-Up Date”), (iii) and prior to the Event Amounts (the “Final Event Amounts”), (iv) the amount of any Indebtedness True-Up Date has not notified a member of the Company as Group, orally or in writing, that it intends to terminate its Advisory Agreement or withdraw all of immediately prior its assets under management by the Company Group, then the Buyers shall make a payment by Wire Transfer to the Closing that remained outstanding Sellers within five Business Days following the Closing (the “Final Indebtedness”), (v) the Casualty Credit (if any), (vi) the Local Pension Plan Adjustment, and (vii) True-Up Date in an amount equal to 50% of the aggregate additional amount of all accrued vacation obligations in respect of that would have been payable to the Business Employees Sellers if the Revenue Run-Rate as of the Closing (such fifty percent (50%) Revenue Run- Rate Date attributable to each Contingent Client that so continues to accept investment advisory services through the “Final Accrued Vacation Expense”), True-Up Date and (y) Buyer’s has not prior to the True-Up Date so notified a member of the Company Group had been included in the calculation of the Final Closing Purchase Price Amount based on the foregoing items. Calculations set forth on the PostRevenue Run-Closing Report will be done using the same methodology, practices and principles used by Seller in making the calculations set forth on the Estimated Closing Report. If Buyer fails to deliver the Post-Closing Report within such ninety (90) day period, Seller will deliver its good faith calculation (including all components thereof) of the Final Closing Cash, including amounts retained Rate pursuant to Section 1.4(b)(iii1.8(a). From and after the Closing through the True-Up Date, Final Prorated Items, Final Event Amounts, Final Indebtedness, Final Accrued Vacation Expense the Buyers and the resulting calculation of the Final Closing Purchase Price Amount based on the foregoing items, in which event Buyer will have the same rights to review and object to such calculations under this Section 1.5 as Seller would have had upon Buyer’s preparation of such calculations. In connection with Seller’s review of the Post-Closing Report, Buyer will cooperate their Affiliates shall (x) act in good faith with Seller to maintain intact the investment advisory services relationship between the Company Group and its Representatives, including by providing each Contingent Client (and shall not permit any such relationship to be transferred from the Company Group to any of the Buyers and their Affiliates (other than the Company Group)) and (y) not take any action the sole purpose and intent of which is to reduce any payment pursuant to this Section 1.9. The Buyers shall periodically (and no less frequently than on a timely basis all information reasonably necessary monthly basis) provide the Sellers with updates regarding any outflows (withdrawals, redemptions and distributions) of assets under management by the Company Group in respect of each Contingent Client and the determination termination of the Final Advisory Agreement of any Contingent Client, in each case occurring after the Closing Cashthrough the True-Up Date, together with such supporting documentation as the Final Prorated Items, the Final Event Amounts, the Final Indebtedness and the Final Accrued Vacation Expense and other information Sellers may reasonably requested by Seller in connection therewithrequest.

Post-Closing True-Up. (ai) No later than ninety Within sixty (9060) days after the Closing Date, the Buyer will shall provide to Seller a report (the “Post-Securityholder Representative the Closing Report”)Balance Sheet, including pertinent supporting schedules, calculations and documentation, containing (x) together with the Buyer’s good faith calculations determination of (iA) the actual amount of Closing Cash (the “Final Closing Cash”), including amounts retained pursuant to Section 1.4(b)(iii), (iiB) the actual amounts of the Prorated Items as of the Closing (the “Final Prorated Items”)Company Debt, (iiiC) the Event Amounts (the “Final Event Amounts”), (iv) the amount of any Indebtedness of the Company as of Transaction Expenses not otherwise paid immediately prior to the Closing that remained outstanding following the Closing (the “Final Indebtedness”)Effective Time, (vD) the Casualty Credit (if any), (vi) the Local Pension Plan Adjustment, and (vii) an amount equal to 50% of the aggregate amount of Change in Control Payments not otherwise paid immediately prior to the Effective Time, (E) the Net Working Capital Deficiency or the Net Working Capital Surplus, (F) the Closing Cash Merger Consideration and (G) the Net Closing Share Merger Consideration (collectively, the “Verified Allocation Certificate”). The Buyer will make available at the Securityholder Representative’s reasonable request all accrued vacation obligations in respect records and work papers of the Business Employees Buyer used in calculating such amounts. If the Securityholder Representative disagrees with any of the amounts set forth in the Verified Allocation Certificate, the Securityholder Representative may provide a written notice of proposed changes to any such calculation specifying in reasonable detail all disputed items and the basis therefor (a “Change Notice”) to the Buyer within sixty (60) days after the receipt of the Verified Allocation Certificate (and in the event no Change Notice is provided during such period, the Securityholder Representative will be deemed to have agreed to and accepted each such calculation as of the Closing (such fifty percent (50%) the “Final Accrued Vacation Expense”), and (y) Buyer’s calculation of the Final Closing Purchase Price Amount based on the foregoing items. Calculations set forth on the Post-Closing Report will be done using the same methodology, practices and principles used by Seller in making the calculations set forth on the Estimated Closing Report. If Buyer fails to deliver the Post-Closing Report within such ninety (90) day period, Seller will deliver its good faith calculation (including all components thereof) of the Final Closing Cash, including amounts retained pursuant to Section 1.4(b)(iii), Final Prorated Items, Final Event Amounts, Final Indebtedness, Final Accrued Vacation Expense and the resulting calculation of the Final Closing Purchase Price Amount based on the foregoing items, in which event Buyer will have the same rights to review and object to such calculations under this Section 1.5 as Seller would have had upon Buyer’s preparation end of such calculationsperiod). In The Buyer shall reasonably promptly cooperate with the Securityholder Representative in providing such information as the Securityholder Representative reasonably requests in connection with Seller’s the review of the Post-Closing ReportVerified Allocation Certificate. If the Securityholder Representative provides a Change Notice to the Buyer within such period, Buyer will cooperate in good faith with Seller the Verified Allocation Certificate and its Representatives, including by providing on a timely basis all information reasonably necessary the components thereof included in the determination Change Notice shall be finally determined in accordance with the resolution of the Final Closing Cash, the Final Prorated Items, the Final Event Amounts, the Final Indebtedness and the Final Accrued Vacation Expense and other information reasonably requested by Seller dispute procedures set forth in connection therewithSection 1.7(c) (Resolution of Disputes).