Common use of Purchase Price Adjustment Clause in Contracts

Purchase Price Adjustment. (a) At least five Business Days prior to the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Purchaser a good faith estimated statement of Working Capital of the Business as of the close of business on the Closing Date (the “Estimated Closing Date Working Capital Statement”), and a certificate setting forth a good faith estimate of Working Capital as of close of business on the Closing Date (“Estimated Closing Date Working Capital”), an estimate of Closing Date Cash (“Estimated Closing Date Cash”) and an estimate of Assumed Indebtedness (“Estimated Assumed Indebtedness”). The Estimated Closing Date Working Capital Statement shall be prepared in accordance with GAAP, as modified by the accounting policies specified on Schedule 2.3(a) (“Specified Accounting Policies”), and to the extent consistent with GAAP, in accordance with the accounting principles, procedures, policies, methods that were employed in preparing the Benchmark Balance Sheet, consistently applied. The Initial Cash Consideration shall be (i)(A) increased dollar for dollar to the extent the Estimated Closing Date Working Capital exceeds the Target Working Capital, or (B) decreased dollar for dollar to the extent the Estimated Closing Date Working Capital is less than the Target Working Capital, (ii) increased dollar for dollar to the extent that Estimated Closing Date Cash is greater than U.S.$0 and (iii) decreased dollar for dollar by the Estimated Assumed Indebtedness (the Initial Cash Consideration, as adjusted pursuant to this sentence and Section 6.12, the “Closing Date Cash Consideration”).

Purchase Price Adjustment. (a) At least five (5) Business Days prior to the Closing DateClosing, Seller Trimble shall prepare, or cause to be prepared, prepare and deliver to Purchaser AGCO a good faith estimated statement of Working Capital of the Business as of the close of business on the Closing Date (the “Estimated Company Closing Date Working Capital Statement”) in substantially the form and calculated in accordance with accounting principles, policies, practices, procedures, classifications and methodologies attached hereto as Exhibit G, setting forth its good faith estimates of the Company Closing Cash (the “Estimated Company Closing Cash”), and a certificate setting forth a good faith estimate of the Company Closing Indebtedness (the “Estimated Company Closing Indebtedness”), the Company Closing Working Capital as of close of business on (the Closing Date (“Estimated Company Closing Date Working Capital”), an estimate of ) and the Company Closing Date Cash Transaction Expenses (the “Estimated Company Closing Date Cash”) and an estimate of Assumed Indebtedness (“Estimated Assumed Indebtedness”). The Estimated Closing Date Working Capital Statement shall be prepared in accordance with GAAP, as modified by the accounting policies specified on Schedule 2.3(a) (“Specified Accounting PoliciesTransaction Expenses”), in each case, with such estimates calculated based on Cash, Indebtedness, Working Capital and Transaction Expenses as of the prior month’s end close, which statement shall contain (i) an estimated balance sheet of the Company as of the end of the prior month (after giving effect to the extent consistent with GAAPCarve-Out Restructuring, in accordance with the accounting principles, procedures, policies, methods that were employed in preparing the Benchmark Balance Sheet, consistently applied. The Initial Cash Consideration shall be (i)(A) increased dollar for dollar but without giving effect to the extent JCA Contribution), and (ii) a calculation of the Estimated Company Closing Cash, the Estimated Company Closing Indebtedness, the Estimated Company Closing Working Capital and the Estimated Closing Date Working Capital exceeds Transaction Expenses, in each case, as of the Target Working Capitalprior month’s end close, or (B) decreased dollar for dollar together with reasonable supporting documentation. Following the delivery of the Estimated Company Closing Statement, Trimble shall make its representatives reasonably available to AGCO to discuss the calculations contained in the Estimated Company Closing Statement, and the Parties shall consider in good faith the other Party’s comments to the extent Estimated Company Closing Statement. If any adjustments are made to the Estimated Company Closing Date Working Capital is less than Statement by Trimble following the Target Working Capital, (ii) increased dollar for dollar good faith discussion of the Parties prior to the extent that Closing, such adjusted Estimated Company Closing Date Cash is greater than U.S.$0 and (iii) decreased dollar for dollar by Statement shall thereafter become the Estimated Assumed Indebtedness (the Initial Cash Consideration, as adjusted pursuant to Company Closing Statement for all purposes of this sentence and Section 6.12, the “Closing Date Cash Consideration”)2.7.

Purchase Price Adjustment. (a) At least Not later than five Business Days prior to the Closing Date, Seller the Contributor Parties shall prepare, or cause to be prepared, prepare in good faith and deliver to Purchaser Acquiror a good faith estimated preliminary settlement statement of Working Capital of the Business as of the close of business on the Closing Date (the “Estimated Closing Date Working Capital Adjustment Statement”), and a certificate ) setting forth a good faith estimate (i) an estimated combined balance sheet of Working Capital the Compression Group Entities as of close of business on the Closing Date (“Estimated Closing Date Working Capital”)Date, an estimate of Closing Date Cash (“Estimated Closing Date Cash”) and an estimate of Assumed Indebtedness (“Estimated Assumed Indebtedness”). The Estimated Closing Date Working Capital Statement shall which balance sheet will be prepared in accordance with GAAP, as modified by applied consistently with the accounting policies specified on Schedule 2.3(aContributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) (the “Specified Accounting PoliciesEstimated Closing Date Balance Sheet”), and ) based on the most recent financial information of the Compression Group Entities reasonably available to the extent consistent Contributor Parties and the Contributor Parties’ reasonable estimates with GAAP, in accordance with the accounting principles, procedures, policies, methods that were employed in preparing the Benchmark Balance Sheet, consistently applied. The Initial Cash Consideration shall be (i)(A) increased dollar for dollar respect to the extent assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital exceeds Threshold, (iii) a calculation of the Target Working Capital, or (B) decreased dollar for dollar to the extent Debt shown on the Estimated Closing Date Working Capital is less than Balance Sheet (the Target Working Capital“Estimated Closing Date Debt”), (iiiv) increased dollar for dollar to a calculation of the extent that Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash is greater than U.S.$0 Amount”) and (iiiv) decreased dollar for dollar by a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Assumed Indebtedness Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Initial Cash ConsiderationContributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as adjusted pursuant reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to this sentence be made at Closing. To the extent Acquiror and Section 6.12ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Closing Date Cash ConsiderationEstimated Purchase Price Adjustment Amount.”).

Purchase Price Adjustment. (ai) At least five Business Days prior to Within ninety (90) days following the Closing Date, (a) Seller shall prepare, or cause to be prepared, prepare and deliver to Purchaser a good faith estimated statement of Working Capital Buyer an unaudited combined balance sheet of the Business white paper and packaging & newsprint businesses of Seller and its Subsidiaries and the cash and cash equivalents of the Paper Group and its Subsidiaries, in each case as of the close Adjustment Calculation Time (the “Company Closing Balance Sheet”) and a statement (the “Company Closing Statement”) setting forth Seller’s calculation of Company Closing Cash Amount and Company Closing Net Working Capital (in each case, as derived from the Company Closing Balance Sheet) and (b) Buyer shall prepare and deliver to Seller an unaudited consolidated balance sheet of Buyer and its Subsidiaries as of the Adjustment Calculation Time (the “Buyer Closing Balance Sheet”) and a statement (the “Buyer Closing Statement”) setting forth Buyer’s calculation of the Buyer Closing Net Working Capital (as derived from the Buyer Closing Balance Sheet). The Company Closing Balance Sheet shall be prepared on a combined basis for the white paper and packaging & newsprint businesses of Seller and its Subsidiaries in accordance with SAAP applied on a basis consistent with the methodologies, practices, estimation techniques, assumptions and principles used in the preparation of the Latest Balance Sheet (except as otherwise provided in the definition of Company Closing Net Working Capital and without regard to any purchase accounting adjustments arising out of the transactions contemplated hereby) and the calculation of Company Closing Net Working Capital will be made in accordance with the definition thereof. Notwithstanding anything herein to the contrary, Company Closing Cash Amount shall be calculated in accordance with the definition thereof on the basis of bank account information for the Paper Group and its Subsidiaries. The Buyer Closing Balance Sheet shall be prepared on a consolidated basis for Buyer and its Subsidiaries in accordance with GAAP applied on a basis consistent with the methodologies, practices, estimation techniques, assumptions and principles used in the preparation of the financial statements included in the Buyer SEC Reports related to the fiscal quarter ended June 30, 2007 (except as otherwise provided in the definition of Buyer Closing Net Working Capital and without regard to any purchase accounting adjustments arising out of the transactions contemplated hereby) and the calculation of Buyer Closing Net Working Capital shall be calculated in accordance with the definition thereof. During the preparation of the Company Closing Balance Sheet and the Company Closing Statement and the period of any dispute with respect thereto (including with respect to the calculation of the Company Closing Net Working Capital and Company Closing Cash Amount) and/or the Buyer Closing Balance Sheet and/or the Buyer Closing Statement (including with respect to the calculation of the Buyer Closing Net Working Capital set forth thereon), Buyer and Buyer Sub shall (A) provide Seller and its representatives with reasonable access during normal business hours to the books, records (including work papers, schedules, memoranda and other documents), facilities and employees of Buyer, Buyer Sub, the Company, their respective Subsidiaries and the Business for such purpose, and, without limiting the generality of the foregoing, make reasonably available its employees of any of the foregoing (including employees who are knowledgeable with respect to the matters to be set forth in the Company Closing Balance Sheet, Buyer Closing Balance Sheet, the Company Closing Statement, the Buyer Closing Statement and/or any of the calculations set forth on any of the foregoing and employees who were involved in the preparation of the materials described in clause (B) below) to provide explanations with respect to the materials described in clause (B) below and to assist in the review of the foregoing and any Notice of Disagreement, and otherwise in connection with the matters contemplated by this Section 1E (including any dispute relating to the Company Closing Balance Sheet, the Buyer Closing Balance Sheet, the Company Closing Statement, the Buyer Closing Statement and/or any of the calculations set forth on any of the foregoing) and (B) provide Seller and its representatives as promptly as practicable following the Closing Date (but in no event later than thirty (30) days after the “Estimated Closing Date Working Capital Statement”)Date) with normal year-end closing financial information for the white paper and packaging & newsprint businesses of Seller and its Subsidiaries for the period ending as of the Adjustment Calculation Time. Each of Buyer and its post-Closing Subsidiaries, on the one hand, and a certificate setting forth a good faith estimate of Working Capital as of close of business Seller, on the Closing Date (“Estimated Closing Date Working Capital”)other hand, an estimate of Closing Date Cash (“Estimated Closing Date Cash”) and an estimate of Assumed Indebtedness (“Estimated Assumed Indebtedness”). The Estimated Closing Date Working Capital Statement shall be prepared in accordance with GAAP, as modified by the accounting policies specified on Schedule 2.3(a) (“Specified Accounting Policies”), and to the extent consistent with GAAP, in accordance cooperate fully with the accounting principles, procedures, policies, methods that were employed other and its representatives in preparing connection with the Benchmark preparation and/or review of the Company Closing Balance Sheet, consistently applied. The Initial Cash Consideration shall be (i)(A) increased dollar for dollar to the extent the Estimated Buyer Closing Date Working Capital exceeds the Target Working Capital, or (B) decreased dollar for dollar to the extent the Estimated Closing Date Working Capital is less than the Target Working Capital, (ii) increased dollar for dollar to the extent that Estimated Closing Date Cash is greater than U.S.$0 and (iii) decreased dollar for dollar by the Estimated Assumed Indebtedness (the Initial Cash Consideration, as adjusted pursuant to this sentence and Section 6.12Balance Sheet, the “Company Closing Date Cash Consideration”)Statement, the Buyer Closing Statement and the calculations set forth on the foregoing statements and documents, including the provision on a timely basis of all other information necessary or useful in connection with any party’s review of any of the foregoing and/or the review of any Notice of Disagreement.

Purchase Price Adjustment. (a) At least five Northrop Grumman shall cause management of the Company, as soon as practicable after the Closing Date has been established, but in any event no later than ten (10) Business Days prior to the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Purchaser a good faith Parent an estimated statement of Working Capital balance sheet of the Business Company and its Subsidiaries as of the close of business on the Closing Date (the “Estimated Closing Date Working Capital Statement”), and a certificate setting forth a "ESTIMATED CLOSING BALANCE SHEET") prepared in good faith estimate of Working Capital as of close of business on the Closing Date (“Estimated Closing Date Working Capital”), an estimate of Closing Date Cash (“Estimated Closing Date Cash”) and an estimate of Assumed Indebtedness (“Estimated Assumed Indebtedness”). The Estimated Closing Date Working Capital Statement shall be prepared in accordance with GAAPGAAP consistently applied, which will be in a format comparable to and include the same line items as modified by the accounting policies specified on Schedule 2.3(a) (“Specified Accounting Policies”), and to Adjusted Interim Balance Sheet. To the extent consistent with GAAP, the Estimated Closing Balance Sheet will be prepared using the same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as was used in the preparation of the Adjusted Interim Balance Sheet, and will not include any changes in assets or liabilities as a result of purchase accounting adjustments arising from or resulting as a consequence of the Northrop/TRW Merger or the transactions contemplated hereby. The Estimated Closing Balance Sheet will be accompanied by an additional schedule of information showing Northrop Grumman's method of calculating good faith estimates of the Closing Working Capital ("ESTIMATED WORKING CAPITAL") and the Closing Adjusting Indebtedness ("ESTIMATED ADJUSTING INDEBTEDNESS") in accordance with the accounting principles, procedures, policies, methods that were employed in preparing the Benchmark Balance Sheet, consistently applieddefinitions thereof. The Initial Cash Consideration cash portion of the Purchase Price set forth in Section 3.1(b)(i) of this Agreement shall be (i)(A) increased dollar for dollar or decreased in an amount equal to the extent amount by which the Estimated Closing Date Working Capital exceeds is greater or less than the Target Working Capital. If the Estimated Working Capital is greater than the Target Working Capital, or (Bthe cash portion of the Purchase Price set forth in Section 3.1(b)(i) decreased dollar for dollar of this Agreement to be paid by the extent appropriate BCP Entities at Closing shall be increased by the amount of such excess. If the Estimated Closing Date Working Capital is less than the Target Working Capital, (iithe cash portion of the Purchase Price set forth in Section 3.1(b)(i) increased dollar for dollar of this Agreement to the extent that Estimated Closing Date Cash is greater than U.S.$0 and (iii) decreased dollar for dollar be paid by the Estimated Assumed Indebtedness (appropriate BCP Entities at Closing shall be decreased by the Initial Cash Consideration, as adjusted pursuant to this sentence and Section 6.12, the “Closing Date Cash Consideration”)amount of such deficit.

Purchase Price Adjustment. (a) At least five Business Days prior to Within ninety (90) days after the Closing Date, Seller the Contributing Parties shall prepareprepare and deliver, or cause to be preparedprepared and delivered, and deliver to Purchaser the Partnership: (i) a good faith estimated statement worksheet showing the components of Net Working Capital of the Business as of 11:59 p.m. local time on the close of business on day immediately preceding the Closing Date (the “Estimated Closing Date Final Working Capital StatementWorksheet”)) (provided that, and such calculation shall not take into account any deferred Tax assets or deferred Tax liabilities or any effects on the assets or liabilities of the Contributed Entities (other than the elimination of debt as a certificate setting forth a good faith estimate result of Section 5.4 so that such debt shall not be treated as outstanding on the Final Working Capital Worksheet) as a result of close the transactions contemplated by this Agreement); (ii) the Contributing Parties’ calculation of business the Net Working Capital based on the Closing Date Final Working Capital Worksheet (the “Estimated Closing Date Final Net Working Capital”), an estimate ; (iii) a schedule (the “Final Pre-Closing Capital Expenditures Worksheet”) setting forth the Contributing Parties’ calculation of the Pre-Closing Date Cash Capital Expenditures Amount (the “Estimated Final Pre-Closing Date CashCapital Expenditures Amount”) and an estimate (iv) the Contributing Parties’ calculation of Assumed Indebtedness (“Estimated Assumed Indebtedness”)the Final Consideration Adjustment Amount. The Estimated Closing Date In connection with the Contributing Parties’ preparation and delivery of the Final Working Capital Statement shall be prepared in accordance with GAAPWorksheet, as modified by the accounting policies specified on Schedule 2.3(a) (“Specified Accounting Policies”), and to the extent consistent with GAAP, in accordance with the accounting principles, procedures, policies, methods that were employed in preparing the Benchmark Balance Sheet, consistently applied. The Initial Cash Consideration shall be (i)(A) increased dollar for dollar to the extent the Estimated Closing Date Working Capital exceeds the Target Final Net Working Capital, or the Final Pre-Closing Capital Expenditures Worksheet and the calculation of the Final Consideration Adjustment Amount, the Partnership shall, and shall cause the Contributed Entities to, (Bx) decreased dollar for dollar permit the Contributing Parties and their Representatives to have reasonable access to the extent books, records and other documents (including internal work papers, schedules, financial statements and memoranda) of the Estimated Closing Date Working Capital is less than the Target Working CapitalContributed Entities, (iiy) increased dollar for dollar cooperate with the Contributing Parties and their Representatives in seeking to obtain work papers from the Partnership and the Contributed Entities pertaining to the extent that Estimated Closing Date Cash is greater than U.S.$0 calculation of the Final Consideration Adjustment Amount and provide the Contributing Parties with copies thereof (as reasonably requested by the Contributing Parties) and (iiiz) decreased dollar for dollar provide the Contributing Parties and their Representatives reasonable access to the Partnership’s Representatives as reasonably requested by the Estimated Assumed Indebtedness (the Initial Cash Consideration, as adjusted pursuant to this sentence and Section 6.12, the “Closing Date Cash Consideration”)Contributing Parties.

Purchase Price Adjustment. (a) At least five three (3), but not more than ten (10), Business Days prior to the Closing Date, Seller Sellers shall prepare, or cause to be prepared, prepare and deliver to Purchaser Acquiror a statement (the “Estimated Closing Statement”) setting forth a good faith estimated statement estimate of Working Capital of the Business as of the close of business on the Closing Date Cash-on-Hand (the “Estimated Closing Date Cash-on-Hand”), the Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”), the Closing Date Working Capital (the “Estimated Closing Date Working Capital StatementCapital”), ) and a certificate setting forth a good faith estimate of Working Capital as of close of business on the Closing Date Company Transaction Expenses (the “Estimated Closing Date Working CapitalCompany Transaction Expenses”)) and, an estimate on the basis thereof, the resulting calculation of the Closing Date Cash Consideration (the “Estimated Closing Date Cash”) and an estimate of Assumed Indebtedness (“Estimated Assumed IndebtednessCash Consideration”). The Estimated Closing Statement shall (insofar as it relates to Estimated Closing Date Cash-on-Hand and Estimated Closing Date Working Capital Statement shall Capital) (i) be prepared in accordance with GAAPthe Accounting Principles, as modified and (ii) shall not give effect to (A) the consummation of the transactions contemplated by this Agreement, (B) any financing transactions of Acquiror or any of its Subsidiaries (including the Companies) in connection with the transactions contemplated by the accounting policies specified Closing, or any other action or omission by Acquiror after the Closing on Schedule 2.3(athe Closing Date, or (C) (“Specified Accounting Policies”), and any action or omission to the extent consistent with GAAP, initiated by any Company after the Closing on the Closing Date that is not in accordance with the accounting principles, procedures, policies, methods that were employed in preparing the Benchmark Balance Sheet, consistently appliedordinary course of business. The Initial Cash Consideration shall be (i)(A) increased dollar for dollar Prior to the extent the and after delivering its Estimated Closing Date Working Capital exceeds Statement, Sellers shall cooperate and provide such information as reasonably requested by Acquiror and its Representatives regarding the Target Working Capital, or (B) decreased dollar for dollar to calculation of the extent the Estimated Closing Date Working Capital is less than the Target Working Capital, (ii) increased dollar for dollar to the extent that Estimated Closing Date Cash is greater than U.S.$0 components thereof and (iii) decreased dollar for dollar by the Estimated Assumed Indebtedness (the Initial Cash Consideration, provide such back-up therefor as adjusted pursuant to this sentence and Section 6.12, the “Closing Date Cash Consideration”)may be reasonably requested.

Purchase Price Adjustment. (a) At least five Business Days prior to Within ninety (90) days after the Closing Date, Seller the Contributing Parties shall prepareprepare and deliver, or cause to be preparedprepared and delivered, and deliver to Purchaser the Partnership: (i) a good faith estimated statement worksheet showing the components of Net Working Capital of the Business as of 11:59 p.m. Central time on the close of business on day immediately preceding the Closing Date (the “Estimated Closing Date Working Capital Statement”)or, and a certificate setting forth a good faith estimate of Working Capital as of close of business on if the Closing Date is February 28, 2014, as of 11:59 p.m. Central time on that date) (the “Estimated Final Working Capital Worksheet”) (provided that, such calculation (x) shall take into account effects on the assets or liabilities of the Contributed Entities as a result of the transactions contemplated by the Pre-Closing Date Agreements to the extent such transactions occurred prior to Closing and (y) shall not take into account any other effects on the assets or liabilities of the Contributed Entities (other than the elimination of debt as a result of Section 5.5 so that such debt shall not be treated as outstanding on the Final Working Capital Worksheet)); (ii) the Contributing Parties’ calculation of the Net Working Capital based on the Final Working Capital Worksheet (the “Final Net Working Capital”), an estimate ; (iii) a schedule (the “Final Pre-Closing Capital Expenditures Worksheet”) setting forth the Contributing Parties’ calculation of the Pre-Closing Date Cash Capital Expenditures Amount (the “Estimated Final Pre-Closing Date CashCapital Expenditures Amount”) and an estimate (iv) the Contributing Parties’ calculation of Assumed Indebtedness (“Estimated Assumed Indebtedness”)the Final Consideration Adjustment Amount. The Estimated Closing Date In connection with the Contributing Parties’ preparation and delivery of the Final Working Capital Statement shall be prepared in accordance with GAAPWorksheet, as modified by the accounting policies specified on Schedule 2.3(a) (“Specified Accounting Policies”), and to the extent consistent with GAAP, in accordance with the accounting principles, procedures, policies, methods that were employed in preparing the Benchmark Balance Sheet, consistently applied. The Initial Cash Consideration shall be (i)(A) increased dollar for dollar to the extent the Estimated Closing Date Working Capital exceeds the Target Final Net Working Capital, or the Final Pre-Closing Capital Expenditures Worksheet and the calculation of the Final Consideration Adjustment Amount, the Partnership shall, and shall cause the Contributed Entities to, (Bx) decreased dollar for dollar permit the Contributing Parties and their Representatives to have reasonable access to the extent books, records and other documents (including internal work papers, schedules, financial statements and memoranda) of the Estimated Closing Date Working Capital is less than the Target Working CapitalContributed Entities, (iiy) increased dollar for dollar cooperate with the Contributing Parties and their Representatives in seeking to obtain work papers from the Partnership and the Contributed Entities pertaining to the extent that Estimated Closing Date Cash is greater than U.S.$0 calculation of the Final Consideration Adjustment Amount and provide the Contributing Parties with copies thereof (as reasonably requested by the Contributing Parties) and (iiiz) decreased dollar for dollar provide the Contributing Parties and their Representatives reasonable access to the Partnership’s Representatives as reasonably requested by the Estimated Assumed Indebtedness (the Initial Cash Consideration, as adjusted pursuant to this sentence and Section 6.12, the “Closing Date Cash Consideration”)Contributing Parties.

Purchase Price Adjustment. (a) At least five Not less than three (3) Business Days prior to the Closing Date, Seller the Equity Sellers Representative shall prepare, or cause the Company to be prepared, and deliver to Purchaser a good faith estimated statement of Working Capital of the Business as of the close of business on the Closing Date (the “Estimated Closing Date Working Capital Statement”), and a certificate ) certified by the Company’s chief financial officer setting forth a good faith estimate of in reasonable detail (i) the Company’s estimated Net Working Capital as of close the time of business on the Closing Date (“Estimated Closing Date Net Working Capital”)) and the calculation thereof, an estimate (ii) the Company’s estimated Cash as of the Closing Date Cash (“Estimated Closing Date Cash”) and an estimate of Assumed the calculation thereof, (iii) the Company’s estimated Closing Date Indebtedness Amount (“Estimated Assumed IndebtednessDebt Amount”)) and the calculation thereof and (iv) the Company’s estimate of the CapEx Adjustment Amount (the “Estimated CapEx Adjustment Amount”) and a reasonably detailed calculation thereof. If Target Net Working Capital exceeds Estimated Net Working Capital by more than $1,500,000, then the amount of such excess above $1,500,000 shall be deducted from clause (a) in the definition of “Aggregate Equity Value” as provided therein. If Estimated Net Working Capital exceeds Target Net Working Capital by more than $1,500,000, then the amount of such excess above $1,500,000 shall be added to clause (a) in the definition of “Aggregate Equity Value” as provided therein. Such deduction or addition is sometimes referred to herein as the “Estimated Working Capital Adjustment.” The Estimated Cash, Estimated Debt Amount and Estimated CapEx Adjustment Amount will be used for the purposes of calculating the “Aggregate Equity Value” at Closing and in the event that actual Cash, Closing Date Working Capital Statement shall Indebtedness Amount or actual CapEx Adjustment Amount is greater than or less than the Estimated Cash, the Estimated Debt Amount, or the Estimated CapEx Amount respectively, the Aggregate Equity Value will be prepared subject to adjustment in accordance with GAAP, as modified by the accounting policies specified on Schedule 2.3(aSection 3.2(f) (“Specified Accounting Policies”), and to the extent consistent with GAAP, in accordance with the accounting principles, procedures, policies, methods that were employed in preparing the Benchmark Balance Sheet, consistently applied. The Initial Cash Consideration shall be (i)(A) increased dollar for dollar to the extent the Estimated Closing Date Working Capital exceeds the Target Working Capital, or (B) decreased dollar for dollar to the extent the Estimated Closing Date Working Capital is less than the Target Working Capital, (ii) increased dollar for dollar to the extent that Estimated Closing Date Cash is greater than U.S.$0 and (iii) decreased dollar for dollar by the Estimated Assumed Indebtedness (the Initial Cash Consideration, as adjusted pursuant to this sentence and Section 6.12, the “Closing Date Cash Consideration”)below.

Purchase Price Adjustment. (a) At least five Business Days prior to As soon as reasonably practicable, but no later than sixty (60) days, following the Closing Date or as otherwise agreed by the parties in writing after the date hereof (the “Delivery Date”), Seller shall preparethe Surviving Company shall, or at its expense, (i) cause to be prepared, and deliver to Purchaser a good faith estimated statement of Working Capital prepared an unaudited consolidated balance sheet of the Business Company and its Subsidiaries as of the close of business on the day immediately preceding the Closing Date Date, but which shall not reflect the transactions occurring at the Closing (the “Estimated Closing Date Working Capital StatementBalance Sheet”), and together with a certificate statement (the “Closing Date Schedule”) setting forth a good faith estimate in reasonable detail the Surviving Company’s calculation of the Closing Net Working Capital as of close of business on Amount, Closing Cash, Closing Debt, and Company Expenses and (ii) deliver to the Representative the Closing Balance Sheet and the Closing Date (“Estimated Schedule, together with a certificate of the Surviving Company executed on its behalf by its Chief Financial Officer confirming that the Closing Balance Sheet and the Closing Date Working Capital”), an estimate of Closing Date Cash (“Estimated Closing Date Cash”) Schedule were properly prepared in good faith and an estimate of Assumed Indebtedness (“Estimated Assumed Indebtedness”in accordance with this Section 3.7(a). The Estimated accounts included in the Closing Balance Sheet and the Closing Date Schedule, including the Closing Net Working Capital Statement Amount, Closing Cash, Closing Debt and Company Expenses, shall be prepared in accordance with GAAPthe Accounting Standards. For the avoidance of doubt, as modified by in the event that any accounting policies specified on Schedule 2.3(a) (“Specified methods, historical policies, practices, principles and procedures, classifications, judgments and estimation methodologies used in the Accounting Policies”), and to the extent consistent Standards differ from or are inconsistent with GAAP, consistent application of the Accounting Standards will supersede GAAP. Buyer shall calculate the Closing Net Working Capital in accordance a manner consistent with the accounting principlesexample set forth on Exhibit D, proceduresincluding the ledger items used therein. Exhibit D shows, policiesas an example only, methods that were employed in preparing the Benchmark calculation of Net Working Capital using the Latest Balance Sheet. Valuations and estimates for the Closing Balance Sheet shall not reflect or take into account developments between the Closing Date and the date of preparation or completion of the Closing Balance Sheet except for those developments that provide additional evidence with respect to conditions that existed on the Closing Date. Solely in connection with the preparation of the Closing Balance Sheet and Closing Date Schedule, consistently applied. The Initial Cash Consideration Buyer agrees that it shall be (i)(A) increased dollar for dollar not, and shall cause the Surviving Company not to, take any actions with respect to the extent accounting books and records of the Estimated Surviving Company on which the Closing Balance Sheet or Closing Date Working Capital exceeds Schedule are to be based that are not consistent with the Target Working Capital, or (B) decreased dollar for dollar to the extent the Estimated Closing Date Working Capital is less than the Target Working Capital, (ii) increased dollar for dollar to the extent that Estimated Closing Date Cash is greater than U.S.$0 and (iii) decreased dollar for dollar by the Estimated Assumed Indebtedness (the Initial Cash Consideration, as adjusted pursuant to this sentence and Section 6.12, the “Closing Date Cash Consideration”)Accounting Standards.

Purchase Price Adjustment. (a) At least No less than five Business Days prior to the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Purchaser a an unaudited balance sheet of the Company and its Subsidiaries based on the prior month’s ending balance sheet (the “Estimated Closing Date Balance Sheet”), together with Seller’s good faith estimated statement of Working Capital estimation of the Business Net Equity as of the close anticipated Closing Date (the “Estimated Net Equity”). If, during Seller’s preparation of business the Estimated Closing Date Balance Sheet, Seller determines that the Estimated Net Equity is reasonably likely to exceed the Target Net Equity by more than $5,000,000 without giving effect to any cash that has not been distributed out of the Company as a result of any paid up capital issues or restrictions, Seller shall deliver, no less than ten Business Days prior to the Closing Date, to Purchaser a draft of the Estimated Closing Date Balance Sheet and a draft of the calculation of the Estimated Net Equity, together with such documents, schedules, analyses, working papers and other materials used by Seller in its preparation of the Estimated Closing Date Balance Sheet and the Estimated Net Equity, and shall cooperate with Purchaser in its review thereof. To the extent that a draft of the Estimated Closing Date Balance Sheet is delivered to Purchaser pursuant to the immediately preceding sentence, in determining such estimates, Seller shall consider in good faith any comments or concerns raised by Purchaser in connection with the draft Estimated Closing Date Balance Sheet and the draft of the calculation of the Estimated Net Equity. The Estimated Closing Date Balance Sheet shall be prepared in accordance with GAAP on a basis consistent with the preparation of the Financial Statements as set forth in Section 2.3(a) of the Seller Disclosure Schedule and the Estimated Net Equity shall be calculated using the procedures set forth in Section 2.3(a) of the Seller Disclosure Schedule. The amount to be paid on the Closing Date (the “Estimated Closing Date Working Capital Statement”), and a certificate setting forth a good faith estimate of Working Capital as of close of business on the Closing Date (“Estimated Closing Date Working Capital”), an estimate of Closing Date Cash (“Estimated Closing Date CashPurchase Price”) and an estimate of Assumed Indebtedness (“Estimated Assumed Indebtedness”). The Estimated Closing Date Working Capital Statement shall will be prepared in accordance with GAAP, as modified by the accounting policies specified on Schedule 2.3(a) (“Specified Accounting Policies”), and equal to the extent consistent with GAAP, in accordance with Purchase Price (i) plus the accounting principles, procedures, policies, methods that were employed in preparing the Benchmark Balance Sheet, consistently applied. The Initial Cash Consideration shall be (i)(A) increased dollar for dollar to the extent amount by which the Estimated Closing Date Working Capital Net Equity exceeds the Target Working Capital, Net Equity or (B) decreased dollar for dollar to the extent the Estimated Closing Date Working Capital is less than the Target Working Capital, (ii) increased dollar for dollar to minus the extent that Estimated Closing Date Cash is greater than U.S.$0 and (iii) decreased dollar for dollar amount by which the Target Net Equity exceeds the Estimated Assumed Indebtedness (the Initial Cash Consideration, as adjusted pursuant to this sentence and Section 6.12, the “Closing Date Cash Consideration”)Net Equity.

Purchase Price Adjustment. (a) At least Within the later of (i) ninety (90) days after the Closing Date and (ii) five Business Days prior (5) days following the receipt from Xxxxxx of the Final Pension Underfunding Amount, the Buyer shall deliver to the Seller a statement (the “Post-Closing Statement”), setting forth the Buyer’s good faith determination of (i) Closing Working Capital and the resulting Working Capital Overage or Working Capital Underage, (ii) Closing Cash, (iii) Closing Indebtedness, (iv) the Company Expenses and (v) the Estimated Purchase Price calculated in accordance with Section 2.1(a), using the amounts of Closing Working Capital and the resulting Working Capital Overage or Working Capital Underage, Closing Cash, Closing Indebtedness and the Company Expenses as set forth in the Post-Closing Statement, as applicable, instead of the estimated amounts for each such item used in calculating the Estimated Purchase Price in the Pre-Closing Statement, in each case of the foregoing clauses (i) through (v), prepared in accordance with the definitions set forth herein, and including reasonable supporting detail of all of the foregoing. The Buyer shall not amend, supplement or modify the Post-Closing Statement following its delivery to the Seller. The Buyer and the Seller acknowledge that no adjustments shall be made to the Working Capital Target Amount. Once the Buyer has delivered the Post-Closing Statement, the Post-Closing Statement shall be deemed irrevocable by the Buyer for purposes of the calculation of the Final Purchase Price, and the Buyer shall be foreclosed and barred in all respects from amending, supplementing or modifying the Post-Closing Statement and related calculations following delivery to the Seller; provided, that the Post-Closing Statement may be revised in accordance with Section 2.3(b). The Buyer and the Seller shall jointly engage Xxxxxx to prepare a calculation of the Final Pension Underfunding Amount as of the Closing Date, and shall use reasonable efforts to cause Mercer to deliver such calculation to the Seller and the Buyer no later than seventy-five (75) days after the Closing Date. The Final Pension Underfunding Amount as determined by Xxxxxx shall preparebe final, conclusive and binding on the Parties, absent a showing of fraud or cause to be preparedmanifest error, and deliver shall be the used as the amount of Indebtedness pursuant to Purchaser a good faith estimated statement of Working Capital clause (vi) of the Business as definition of Indebtedness for purposes of calculation of the close of business on the Closing Date (the “Estimated Closing Date Working Capital Statement”), and a certificate setting forth a good faith estimate of Working Capital as of close of business on the Closing Date (“Estimated Closing Date Working Capital”), an estimate of Closing Date Cash (“Estimated Closing Date Cash”) and an estimate of Assumed Indebtedness (“Estimated Assumed Indebtedness”). The Estimated Closing Date Working Capital Statement shall be prepared in accordance with GAAP, as modified by the accounting policies specified on Schedule 2.3(a) (“Specified Accounting Policies”), and to the extent consistent with GAAP, in accordance with the accounting principles, procedures, policies, methods that were employed in preparing the Benchmark Balance Sheet, consistently applied. The Initial Cash Consideration shall be (i)(A) increased dollar for dollar to the extent the Estimated Closing Date Working Capital exceeds the Target Working Capital, or (B) decreased dollar for dollar to the extent the Estimated Closing Date Working Capital is less than the Target Working Capital, (ii) increased dollar for dollar to the extent that Estimated Closing Date Cash is greater than U.S.$0 and (iii) decreased dollar for dollar by the Estimated Assumed Indebtedness (the Initial Cash Consideration, as adjusted pursuant to this sentence and Section 6.12, the “Closing Date Cash Consideration”).

Purchase Price Adjustment. (a) At least No later than five Business Days prior to the Closing Date, Seller shall prepare, or cause to be prepared, and the Company will deliver to Purchaser a Buyer (i) an unaudited estimated consolidated balance sheet of the Company as of immediately prior to the Closing (the "Preliminary Balance Sheet"), prepared in good faith applying the same accounting principles and policies used in preparing the September Balance Sheet (the "Company Accounting Principles and Policies"), (ii) a schedule (the "Preliminary Pre-Closing Working Capital Schedule"), based on the Preliminary Balance Sheet, setting forth the Company's calculation of the estimated statement of Working Capital of the Business Company as of immediately prior to the Closing ("Preliminary Pre-Closing Working Capital"), (iii) a schedule (the "Allowed Secured Claims Schedule") setting forth the Company's calculation of the aggregate Allowed Secured Claims as of the close Closing Date, and (iv) a certificate of business on the Chief Executive Officer and Chief Financial Officer of the Company stating (A) that such Preliminary Balance Sheet and Preliminary Pre-Closing Date (the “Estimated Closing Date Working Capital Statement”), and a certificate setting forth a Schedule represent the Company's good faith estimate of Working Capital the consolidated financial position of the Company as of close of business on immediately prior to the Closing Date applying the Company Accounting Principles and Policies and (“Estimated Closing Date Working Capital”), an B) that such Allowed Secured Claims Schedule represents the Company's good faith estimate of all Allowed Secured Claims as of the Closing Date Cash (“Estimated Closing Date Cash”) and an estimate of Assumed Indebtedness (“Estimated Assumed Indebtedness”)Date. The Estimated Preliminary Balance Sheet shall not give effect to Buyer's payment of the Purchase Price, or to other payments or discharges of claims or liabilities to be made pursuant to this Agreement or the Plan on or as a result of the Closing Date Working Capital Statement Date, but shall be prepared in accordance with GAAPaccrue and reflect as current liabilities, as modified by the accounting policies specified on Schedule 2.3(a) (“Specified Accounting Policies”)among other current liabilities, and all Assumed Administrative Claims, all Priority Tax Claims to the extent consistent with GAAP, in accordance with such Priority Tax Claims were not accrued and reflected on the accounting principles, procedures, policies, methods that were employed in preparing the Benchmark September Balance Sheet, consistently applied. The Initial Cash Consideration shall be (i)(A) increased dollar for dollar and all cure costs associated with the assumption of Contracts, whether assumed before or after the date of this Agreement, to the extent not fully paid before the Estimated Closing Date Date. If the Preliminary Pre-Closing Working Capital exceeds reflected on the Target Working Capital, or (B) decreased dollar for dollar to the extent the Estimated Preliminary Pre-Closing Date Working Capital Schedule is less than negative $102,949,000 (i.e., total current liabilities are more than $102,949,000 greater than total current assets), then the Target Purchase Price paid at Closing shall be reduced by the amount of such shortfall. If the Preliminary Pre-Closing Working Capital, (ii) increased dollar for dollar to Capital reflected on the extent that Estimated Preliminary Pre-Closing Date Cash Working Capital Schedule is greater than U.S.$0 and negative $102,949,000 (iii) decreased dollar for dollar i.e., total current liabilities are less than $102,949,000 greater than total current assets), then the Purchase Price to be paid at Closing shall be increased by the Estimated Assumed Indebtedness (the Initial Cash Consideration, as adjusted pursuant to this sentence and Section 6.12, the “Closing Date Cash Consideration”)amount of such excess.

Purchase Price Adjustment. (a) At least three (3) Business Days, but no more than five (5) Business Days Days, prior to the Closing DateClosing, Seller the Company shall prepare, or cause to be prepared, prepare and deliver to Purchaser a good faith Buyer (i) an estimated statement of Working Capital consolidated balance sheet of the Business Company Entities as of the close of business on the Closing Date Adjustment Calculation Time (the “Estimated Closing Date Working Capital StatementBalance Sheet”), and (ii) a certificate setting forth a good faith estimate of Working Capital as of close of business on statement (the Closing Date (“Estimated Closing Date Statement”) setting forth in reasonable detail the Company’s good faith estimates of the Closing Cash-on-Hand (the “Estimated Closing Cash-on-Hand”), the Closing Indebtedness (the “Estimated Closing Indebtedness”), the Closing Net Working Capital (the “Estimated Closing Net Working Capital”), an estimate of Closing Date Cash the Company Expenses (the “Estimated Closing Date CashCompany Expenses”), the Mid-State Adjustment Amount (the “Estimated Mid-State Adjustment Amount”) and an estimate the calculation of Assumed Indebtedness the Purchase Price resulting therefrom (the “Estimated Assumed IndebtednessPurchase Price”). The Estimated Closing Date Balance Sheet, the Estimated Closing Cash-on-Hand, the Estimated Closing Indebtedness, the Estimated Closing Net Working Capital Statement and the Estimated Company Expenses shall each be prepared in accordance with GAAP, as modified by the accounting policies specified on Schedule 2.3(a) (“Specified Accounting Policies”), and to the extent consistent with GAAP, calculated in accordance with the accounting principlesAgreed Accounting Principles and in a manner consistent with the applicable definitions contained in this Agreement. The Estimated Mid-State Adjustment Amount shall be determined in accordance with Section 2.03 and Section 2.04 of the Mid-State Asset Purchase Agreement. From and after delivery of the Estimated Closing Balance Sheet and the Estimated Closing Statement until the Closing, procedures, policies, methods that were employed in preparing the Benchmark Company shall (x) provide Buyer and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of the Company Entities and to the senior management personnel of the Company Entities familiar with the Estimated Closing Balance Sheet, consistently applied. The Initial Cash Consideration shall be (i)(A) increased dollar for dollar Estimated Closing Statement or the Agreed Accounting Principles, in each case, to the extent reasonably requested by Buyer or any of its Representatives in connection with their review of the Estimated Closing Date Working Capital exceeds Balance Sheet and the Target Working CapitalEstimated Closing Statement, provided, that such access or (B) decreased dollar for dollar related activities may be limited to the extent necessary due to COVID-19 or COVID-19 Measures, and (y) cooperate with Buyer and its Representatives in connection with their review of the Estimated Closing Date Working Capital is less than Balance Sheet and the Target Working Capital, Estimated Closing Statement (ii) increased dollar for dollar and otherwise take all reasonably requested actions to facilitate such review). The Company shall consider in good faith any comments to the extent that Estimated Closing Date Cash is greater than U.S.$0 Balance Sheet and (iii) decreased dollar for dollar by the Estimated Assumed Indebtedness Closing Statement (the Initial Cash Consideration, as adjusted pursuant to this sentence and Section 6.12, the “Closing Date Cash Consideration”)each component thereof) made by Buyer.

Purchase Price Adjustment. (a) At least five a)No later than three Business Days prior to the Closing Date, the Seller shall prepare, or cause to be prepared, and deliver to Purchaser the Buyer a good faith estimated statement of Working Capital of the Business as of the close of business on the Closing Date prepared in accordance with this Section 2.4(a) (the “Estimated Closing Date Working Capital Statement”), and a certificate setting forth a good faith estimate of Working Capital as of close of business on the Closing Date (“Estimated Closing Date Working Capital”), an estimate of Closing Date Cash (“Estimated Closing Date Cash”) and an estimate of Assumed Indebtedness (“Estimated Assumed Indebtedness”). The Estimated Closing Date Working Capital Statement shall be prepared and calculated in accordance with GAAP, as modified by the accounting policies specified on Schedule 2.3(a) (“Specified Accounting Policies”), and to the extent a manner consistent with GAAPthe applicable definitions contained in this Agreement, the Sample Calculation and in accordance with the accounting principles, procedures, policies, methods that were employed in preparing the Benchmark Balance Sheet, consistently appliedAccounting Principles. The Initial Estimated Closing Statement shall set forth the Seller’s good faith estimate of: (i) the Closing Working Capital (such estimate, the “Estimated Closing Working Capital”); (ii) the Closing Cash Consideration (such estimate, the “Estimated Closing Cash”); (iii) the Closing Indebtedness (such estimate, the “Estimated Closing Indebtedness”); (iv) the Closing Transaction Costs (such estimate, the “Estimated Closing Transaction Costs”); (v) the Escrow Amount (which, for the avoidance of doubt, shall not be an estimate, but shall be the amount set forth in this Agreement); and (i)(Avi) increased dollar the resulting Closing Payment. The Estimated Closing Statement shall also include instructions that identify (A) the bank account(s) for dollar the Seller and the amount of the Closing Payment to be paid to the extent Seller’s bank account(s) and (B) the bank accounts designated to facilitate direct payment by the Buyer of the Estimated Closing Date Working Capital exceeds Indebtedness, the Target Estimated Closing Transaction Costs, and the Escrow Amount to the applicable payees on behalf of the Seller and the Company Entities. The Estimated Closing Working Capital, or (B) decreased dollar for dollar to the extent the Estimated Closing Date Working Capital is less than Cash, the Target Working Capital, Estimated Closing Indebtedness and the Estimated Closing Transaction Costs (ii) increased dollar for dollar as set forth in the Estimated Closing Statement delivered by the Seller to the extent that Estimated Buyer) shall be binding on the Parties for the purposes of determining the Closing Date Cash is greater than U.S.$0 and (iii) decreased dollar for dollar by the Estimated Assumed Indebtedness (the Initial Cash Consideration, as adjusted pursuant to this sentence and Section 6.12, the “Closing Date Cash Consideration”)Payment.

Purchase Price Adjustment. (a) At least five Business Days prior to As promptly as practicable (but not later than sixty (60) days) following the Closing Date, Seller Buyer shall (i) prepare, or cause to be preparedin accordance with the Accounting Principles and in a manner consistent with the illustration set forth on Exhibit C, and deliver to Purchaser Parent and Vectron a good faith estimated statement of Working Capital consolidated balance sheet of the Acquired Business (excluding, for the avoidance of doubt, the Excluded Assets, Excluded Liabilities, the Due Diligence Fee Amount and any intercompany accounts involving Parent, Vectron, the Equity Seller or any Affiliate thereof (on the one hand) and the Acquired Company or any Asset Seller (on the other hand)) as of the close of business on the Business Day immediately preceding the Closing Date (the “Estimated Preliminary Closing Date Working Capital StatementBalance Sheet”), ) and (ii) prepare and deliver to Parent and Vectron a certificate setting forth a good faith estimate in reasonable detail Buyer’s calculation of (A) Working Capital as of the close of business on the Business Day immediately preceding the Closing Date (the “Estimated Preliminary Working Capital Determination”), (B) Cash and Cash Equivalents as of the close of business on the Business Day immediately preceding the Closing Date (the “Preliminary Cash Determination”) and (C) Transaction Expenses (the “Preliminary Transaction Expenses Determination” and, together with the Preliminary Closing Date Balance Sheet, the Preliminary Working Capital Determination and the Preliminary Cash Determination, the “Preliminary Closing Statement”). (b) Parent and Vectron shall have an opportunity to review the Preliminary Closing Statement for a period of forty-five (45) days after receipt thereof. If Parent and Vectron disagree with any aspect of the Preliminary Closing Statement, such Parties shall together deliver one and only one written notice to Buyer prior to the expiration of such forty-five (45) day period indicating in reasonable detail the basis for such disagreement (a “Dispute Notice”). If Parent and Vectron do not deliver a Dispute Notice prior to or as of the expiration of such forty-five (45) day period, then the Preliminary Closing Date Balance Sheet and the Preliminary Working Capital Determination, Preliminary Cash Determination and Preliminary Transaction Expenses Determination set forth in the Preliminary Closing Statement shall be final and binding on the Parties, effective as of the expiration of such forty-five (45) day period, as the “Closing Date Balance Sheet,” the “Closing Date Working Capital”), an estimate of Closing Date Cash (“Estimated Closing Date Cash”) and an estimate of Assumed Indebtedness (“Estimated Assumed Indebtedness”). The Estimated Closing Date Working Capital Statement shall be prepared in accordance with GAAP, as modified by the accounting policies specified on Schedule 2.3(a) (“Specified Accounting Policies”), and to the extent consistent with GAAP, in accordance with the accounting principles, procedures, policies, methods that were employed in preparing the Benchmark Balance Sheet, consistently applied. The Initial Cash Consideration shall be (i)(A) increased dollar for dollar to the extent the Estimated Closing Date Working Capital exceeds the Target Working Capital, or (B) decreased dollar for dollar to the extent the Estimated Closing Date Working Capital is less than the Target Working Capital, (ii) increased dollar for dollar to the extent that Estimated Closing Date Cash is greater than U.S.$0 and (iii) decreased dollar for dollar by the Estimated Assumed Indebtedness (the Initial Cash Consideration, as adjusted pursuant to this sentence and Section 6.12, ,” the “Closing Date Cash Consideration”).Cash” and the “Closing Date Transaction Expenses,” respectively. (c) If Vectron delivers a Dispute Notice to Buyer in a timely manner, the Parties shall attempt in good faith to resolve the disagreements set forth in such Dispute Notice for a period of forty-five (45) days (or such longer period as they may mutually agree in writing) after Buyer’s receipt of such Dispute Notice. During such period, each of Vectron and Buyer shall be permitted to discuss with the other Party the Preliminary Closing Statement and shall be provided copies of such work papers and supporting records related to the items set forth on the Preliminary Closing Statement as it may reasonably request from the other Party so as to allow it to become informed regarding the calculation of such items and the accounting procedures, methodologies, tests and approaches used in connection therewith; provided that neither Party’s accountants shall be obligated to make any work papers available except in accordance with such accountants’ normal disclosure procedures and then only after such firm has signed a

Purchase Price Adjustment. (a) At least three (3) Business Days, but no more than five (5) Business Days Days, prior to the Closing, Seller shall prepare and deliver to Buyer (i) an estimated consolidated balance sheet of the Company Entities as of immediately prior to the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Purchaser a good faith estimated statement of Working Capital of the Business as of the close of business on the Closing Date (the “Estimated Closing Date Working Capital StatementBalance Sheet”), and (ii) a certificate setting forth a good faith estimate of Working Capital as of close of business on statement (the Closing Date (“Estimated Closing Date Statement”) setting forth the Company’s good faith estimates of the Closing Cash-on-Hand (the “Estimated Closing Cash-on-Hand”), the Closing Indebtedness (the “Estimated Closing Indebtedness”), the Closing Net Working Capital (the “Estimated Closing Net Working Capital”), an estimate of Closing Date Cash the Company Expenses (the “Estimated Closing Date CashCompany Expenses”) and an estimate of Assumed Indebtedness the Purchase Price resulting therefrom (the “Estimated Assumed IndebtednessPurchase Price”). The Estimated Closing Date Balance Sheet, the Estimated Closing Cash-on-Hand, the Estimated Closing Indebtedness, the Estimated Closing Net Working Capital Statement shall be prepared in accordance with GAAP, as modified by the accounting policies specified on Schedule 2.3(a) (“Specified Accounting Policies”)Capital, and to the extent consistent with GAAP, Estimated Company Expenses shall each be calculated in accordance with the accounting principlesAgreed Accounting Principles and in a manner consistent with the applicable definitions contained in this Agreement. From and after delivery of the Estimated Closing Balance Sheet and the Estimated Closing Statement until the Closing, proceduresSeller shall, policies, methods that were employed in preparing and shall cause the Benchmark Company Entities to (x) provide Buyer and its representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of the Company Entities and to the senior management personnel and outside advisors of the Company Entities familiar with the Estimated Closing Balance Sheet, consistently applied. The Initial Cash Consideration shall be (i)(A) increased dollar for dollar Estimated Closing Statement or the Agreed Accounting Principles, in each case to the extent reasonably requested by Buyer or any of its representatives in connection with their review of the Estimated Closing Date Working Capital exceeds Balance Sheet and the Target Estimated Closing Statement, provided, that such access or related activities may be virtual (as opposed to in-person) to the extent necessary due to COVID-19 or COVID-19 Measures, and (y) cooperate with Buyer and its representatives in connection with their review of the Estimated Closing Balance Sheet and the Estimated Closing Statement (and otherwise take all reasonably requested actions to facilitate such review). The Seller shall consider in good faith any reasonable input from Buyer and, to the extent reasonably necessary in light of such input or because of Invoices or Payoff Letters delivered or updated after delivery of an initial Estimated Closing Statement, revise and redeliver the Estimated Closing Statement to Buyer and Estimated Closing Cash-on-Hand, Estimated Closing Net Working Capital, or (B) decreased dollar for dollar Estimated Company Expenses and the Estimated Purchase Price shall be updated to the extent reflect any changes in the Estimated Closing Date Working Capital is less than the Target Working Capital, (ii) increased dollar for dollar to the extent that Estimated Closing Date Cash is greater than U.S.$0 and (iii) decreased dollar for dollar by the Estimated Assumed Indebtedness (the Initial Cash Consideration, Balance Sheet as adjusted pursuant to this sentence and Section 6.12, the “Closing Date Cash Consideration”)so delivered.

Purchase Price Adjustment. (a) At No earlier than five (5) and at least five three (3) Business Days prior to the Closing Date, Seller the Company shall prepare, or cause to be prepared, and deliver to Purchaser Buyer, a good faith estimated statement that is certified by the Company’s Chief Financial Officer containing the following items (as may be revised in accordance with the last sentence of Working Capital of the Business as of the close of business on the Closing Date (this Section 2.8(a), the “Estimated Preliminary Closing Date Working Capital Statement”), and a certificate setting forth ): (i) a good faith estimate of Working Capital as of close of business on the Aggregate Closing Date Consideration and each of the components thereof listed in the definition thereof (“Estimated Closing Date Working Capital”), an estimate of Closing Date Cash (“Estimated Closing Date Cash”) and an estimate of Assumed Indebtedness (“Estimated Assumed Indebtedness”). The Estimated Closing Date Working Capital Statement shall as may be prepared in accordance with GAAP, as modified by the accounting policies specified on Schedule 2.3(a) (“Specified Accounting Policies”), and to the extent consistent with GAAP, revised in accordance with the accounting principleslast sentence of this Section 2.8(a), procedures, policies, methods that were employed in preparing the Benchmark Balance Sheet, consistently applied. The Initial Cash Consideration shall be (i)(A) increased dollar for dollar to the extent the Estimated “Aggregate Closing Date Consideration Estimate”), including (A) Closing Working Capital exceeds (the Target “Working CapitalCapital Estimate”) and the resulting Working Capital Overage or Working Capital Underage, or (B) decreased dollar for dollar to Closing Indebtedness, (C) Closing Cash and (D) the extent Seller Expenses, including an itemized list thereof specifying the Estimated Closing Date Working Capital is less than amount of each such Seller Expense, in each case calculated in accordance with the Target Working CapitalBalance Sheet Rules (clauses (A) through (D) inclusive, the “Consideration Elements”) and (ii) increased dollar for dollar reasonable supporting detail of all of the foregoing. Concurrently with the delivery of the Preliminary Closing Statement, the Company shall deliver to Buyer (1) the Distribution Waterfall Schedule based on the foregoing estimates and (2) the Pro Rata Share Schedule, each of which shall have been prepared in good faith by the Company and in the form provided to Buyer prior to the extent that Estimated execution of this Agreement, with only (x) updates to reflect the amount of the Aggregate Closing Date Cash is greater than U.S.$0 Consideration Estimate (and with respect to the Distribution Waterfall, any Consideration Elements reflected therein) and any change to the number of outstanding Company Units to reflect the outstanding Company Units at Closing and (iiiy) decreased dollar for dollar any changes agreed to by the Estimated Assumed Indebtedness Company and Buyer to correct manifest error. The Company and each of its Subsidiaries shall provide Buyer and its Representatives reasonable access to all the properties, books, Contracts and records of the Company Group and such Representatives of the Company Group (including the Initial Cash ConsiderationCompany’s accountants) relevant to Buyer’s review of the Preliminary Closing Statement in accordance with this Section 2.8(a), as adjusted pursuant subject to this sentence clause (iv) of the Access and Assistance Limitations and the limitations set forth in Section 6.12, 7.2(b). The Company shall review comments proposed by Buyer with respect to the “foregoing and will consider (in good faith) and incorporate any changes it reasonably deems appropriate to the Preliminary Closing Date Cash Consideration”)Statement prior to the Closing.

Purchase Price Adjustment. (ai) At least five Business Days prior to Within one-hundred-twenty (120) days following the Closing Date, Seller the Non-Real Estate Buyer shall prepare, or cause to be prepared, and deliver to Purchaser Sellers a good faith estimated statement of (in its final and binding form, the “Closing Statement”) setting forth the Net Working Capital of the Business as of 11:59 p.m. Central Time, on the close of business on date immediately preceding the Closing Date (the “Estimated Closing Date Working Capital Statement”), and a certificate setting forth a good faith estimate of Working Capital as of close of business on the Closing Date (“Estimated Closing Date Net Working Capital”), an estimate of Closing Date Cash (“Estimated Closing Date Cash”) and an estimate of Assumed Indebtedness (“Estimated Assumed Indebtedness”)the Cash Portion calculated therefrom. The Estimated Closing Date Working Capital Statement shall be prepared in accordance with GAAP, (A) using the same quarterly and year-end accounting closing practices as modified those used for Sellers’ consolidated quarterly and year-end accounting closings presented by the accounting policies specified on Schedule 2.3(a) (“Specified Accounting Policies”), and Sellers to the extent Non-Real Estate Buyer from the period between January 1, 2010 and June 30, 2011 and (B) consistent with GAAP, in accordance with the accounting principles, proceduresmethods, policies, methods practices, procedures, estimation methods, treatments and categorizations (collectively, the “Accounting Principles”) set forth on the Net Working Capital Schedule. Sellers shall give the Non-Real Estate Buyer reasonable access to Sellers’ books and records and shall cooperate with the Non-Real Estate Buyer in connection with the preparation of the Closing Statement. Following Sellers’ receipt of the Closing Statement, and until the Closing Net Working Capital and the resulting Cash Portion are finally determined pursuant to this Section 2.7(c), Sellers and their representatives and agents shall be permitted to review the Non-Real Estate Buyer’s books and records related to the Non-Real Estate Buyer’s preparation of the Closing Statement and determination of the Closing Net Working Capital. The Closing Statement shall become final and binding upon the parties thirty (30) days following Sellers’ receipt thereof, unless Sellers give written notice of their disagreement (a “Notice of Disagreement”) to the Non-Real Estate 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 a timely Notice of Disagreement is received by the Non-Real Estate Buyer, then the Closing Statement (as revised in accordance with clause (x) or (y) below) shall become final and binding upon the parties on the earliest of (x) the date the parties hereto resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (y) the date all matters in dispute are finally resolved in writing by the Accounting Firm. During the thirty (30) days following delivery of a Notice of Disagreement, the Non-Real Estate Buyer and Sellers 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, the Non-Real Estate Buyer shall be permitted to review Sellers’ working papers relating to the Notice of Disagreement. At the end of such thirty (30)-day period, the Non-Real Estate Buyer and Sellers shall submit to Xxxxxxxx Xxxxx, Inc. or, if Xxxxxxxx Xxxxx, Inc. is not available, then to Mesirow Financial Holdings, Inc. or, if Mesirow Financial Holdings, Inc. is not available, then to a nationally recognized valuation or consulting firm as is acceptable to Sellers and the Non-Real Estate Buyer (the “Valuation Firm”), for review and resolution of all matters (but only such matters) that remain in dispute, and the Valuation Firm shall make a final determination of the Closing Net Working Capital and the resulting Cash Portion in accordance with the guidelines and procedures set forth in this Agreement. The Non-Real Estate Buyer and Sellers will cooperate with the Valuation Firm during the term of its engagement. The Valuation Firm’s determination of the Closing Net Working Capital and the resulting Cash Portion shall be based solely on written presentations submitted by the Non-Real Estate Buyer and Sellers which are in accordance with the guidelines and procedures (including the definition of the Net Working Capital) set forth in this Agreement (i.e., not on the basis of an independent review) and in the Net Working Capital Schedule. The Valuation Firm shall consider only the disputed matters that were employed included in preparing the Benchmark Balance SheetNotice of Disagreement and the Valuation Firm may not assign a value to any item in dispute greater than the greatest value assigned by the Non-Real Estate Buyer, consistently applied. The Initial Cash Consideration shall be (i)(A) increased dollar for dollar to on the extent the Estimated Closing Date Working Capital exceeds the Target Working Capitalone hand, or (B) decreased dollar for dollar to Sellers, on the extent the Estimated Closing Date Working Capital is other hand, or less than the Target Working Capitalsmallest value for such item assigned by the Non-Real Estate Buyer, (ii) increased dollar for dollar on the one hand, or Sellers, on the other hand. The Closing Statement shall become final and binding on the Parties on the date the Valuation Firm delivers its final resolution in writing to the extent that Estimated Closing Date Cash is greater Parties (which the Valuation Firm shall be instructed to deliver not more than U.S.$0 forty-five (45) days following submission of such disputed matters). The fees and (iii) decreased dollar expenses of the Valuation Firm shall be allocated based upon the percentage which the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party in the written presentation to the Valuation Firm. For example, if the Non-Real Estate Buyer submits a Notice of Disagreement for dollar $1,000, and if Sellers contest only $500 of the amount claimed by the Estimated Assumed Indebtedness Non-Real Estate Buyer, and if the Valuation Firm ultimately resolves the dispute by awarding Non-Real Estate Buyer $300 of the $500 contested, then the costs and expenses of the Valuation Firm will be allocated 60% (i.e., 300/500) to Sellers and 40% (i.e., 200/500) to the Initial Cash Consideration, as adjusted pursuant to this sentence and Section 6.12, the “Closing Date Cash Consideration”)Non-Real Estate Buyer.

Purchase Price Adjustment. 2.12.1. The Company will prepare in good faith and will provide to the Buyer Parties no later than five (a5) At least five Business Days prior to the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Purchaser a good faith Date an estimated statement of Working Capital consolidated balance sheet of the Business Group Companies as of the close Designated Time (as the same may be adjusted in response to any comments of business on the Closing Date (Buyer Parties provided prior to the Closing, the “Estimated Closing Date Working Capital StatementBalance Sheet”), and together with a certificate written statement setting forth a in reasonable detail its good faith estimate estimates of Working Capital as of close of business on the Closing Date Cash and Cash Equivalents, Closing Debt Amount, and Closing Net Working Capital, each as derived from the Estimated Closing Balance Sheet, and the Company Transaction Expenses (as the same may be adjusted in response to any comments of the Buyer Parties provided prior to the Closing, the “Estimated Closing Date Working Capital”), an estimate of Closing Date Cash (“Estimated Closing Date Cash”) and an estimate of Assumed Indebtedness (“Estimated Assumed IndebtednessStatement”). The Estimated Closing Date Balance Sheet and the good faith estimate of Closing Net Working Capital contained in the Estimated Closing Statement shall will be prepared in accordance with GAAPthe Accounting Principles, as modified by the accounting policies specified on Schedule 2.3(a) (“Specified Accounting Policies”)other than with respect to Taxes, and to the extent consistent with GAAP, which will be determined in accordance with applicable Legal Requirements and, for the accounting principlesavoidance of doubt, procedures, policies, methods that were employed in preparing will take into account the Benchmark Balance Sheet, consistently appliedContemplated Transactions. The Initial Cash Consideration shall good faith estimate of Closing Net Working Capital will consist solely of the line items set forth in the Net Working Capital Calculation Schedule and no assets or liabilities included in the Net Working Capital Calculation Schedule will be (i)(A) increased dollar for dollar reclassified to a different line item in the extent good faith estimate of Closing Net Working Capital. Following the delivery of the Estimated Closing Date Working Capital exceeds the Target Working Capital, or (B) decreased dollar for dollar to the extent Balance Sheet and the Estimated Closing Date Working Capital is less than Statement, the Target Working Capital, (ii) increased dollar for dollar Company will provide the Buyer Parties and their respective Representatives reasonable access to the extent that work papers and other books and records of the Group Companies for purposes of assisting the Buyer Parties and their respective Representatives in their review of the Estimated Closing Date Cash is greater than U.S.$0 Balance Sheet and (iii) decreased dollar for dollar the Estimated Closing Statement. Prior to Closing, the parties will cooperate in good faith to answer any questions and resolve any issues raised by the Buyer Parties and their respective Representatives in connection with their review of the Estimated Assumed Indebtedness (Closing Balance Sheet and the Initial Cash Consideration, as adjusted pursuant to this sentence and Section 6.12, the “Estimated Closing Date Cash Consideration”)Statement.

Purchase Price Adjustment. (a) At least five Business Days prior to On the business day immediately preceding the Closing Date, Seller shall prepare, or cause to be prepared, prepare and deliver to Purchaser a good faith PRGI, an estimated cash flow statement of Working Capital total cash received by Seller in respect of the Business less total cash disbursements for the period from and including the Effective Date to and including the day immediately preceding the Closing Date (the "Interim Period Cash Flow"), detailing all such amounts by category of payment (the "Cash Flow Statement"). PRGI shall be entitled to reimbursement, at Closing, of the Interim Period Cash Flow, plus the following cash payments made in respect of the Business during the period from and including the Effective Date to and including the day immediately preceding the Closing Date: (i) the amount, if any, by which disbursements to Seller during said period (but not including the distribution to Owners of any cash or cash equivalents in the Business as of the close of business on August 31, 1998) exceed the commissions paid to Seller for audit and related management counseling services performed by Seller prior to the Effective Date solely in his capacity as an auditor in connection with claims submitted to suppliers of Customers prior to Closing, and (ii) any amounts paid during the period from and including the Effective Date to and including the Closing Date in respect of the following liabilities: (A) Seller Transaction Expenses, (B) non-trade payables (meaning those not directly related to the “Estimated Closing Business to be acquired by PRGI pursuant hereto), (C) non-trade accrued expenses (meaning those not directly related to the Business to be acquired by PRGI pursuant hereto), (D) commissions payable as of the Effective Date Working Capital Statement”in respect of accounts receivable collected by Seller prior to the Effective Date; (E) all amounts owed to Seller under the Principal Agreement or otherwise (except for advances used to pay normal trade payables directly relating to the Business to be acquired by PRGI incurred on or after the Effective Date or for commissions owed to Seller for audit and related management counseling services performed by Seller solely in his capacity as an auditor in connection with claims submitted to suppliers of Customers prior to Closing), and a certificate setting forth a good faith estimate (F) all amounts owed to Persons other than Seller (except for normal trade payables directly relating to the Business to be acquired by PRGI pursuant hereto incurred in the ordinary course of Working Capital as of close of business on the Closing Date (“Estimated Closing Date Working Capital”), an estimate of Closing Date Cash (“Estimated Closing Date Cash”) and an estimate of Assumed Indebtedness (“Estimated Assumed Indebtedness”). The Estimated Closing Date Working Capital Statement shall be prepared in accordance with GAAP, as modified by the accounting policies specified on Schedule 2.3(abusiness) (“Specified Accounting Policies”)collectively, and to the extent consistent with GAAP"Interim Period Reimbursable Liabilities," which, in accordance together with the accounting principlesInterim Period Cash Flow, procedures, policies, methods that were employed in preparing is referred to herein as the Benchmark Balance Sheet, consistently applied. The Initial Cash Consideration shall be (i)(A) increased dollar for dollar to the extent the Estimated Closing Date Working Capital exceeds the Target Working Capital, or (B) decreased dollar for dollar to the extent the Estimated Closing Date Working Capital is less than the Target Working Capital, (ii) increased dollar for dollar to the extent that Estimated Closing Date Cash is greater than U.S.$0 and (iii) decreased dollar for dollar by the Estimated Assumed Indebtedness (the Initial Cash Consideration, as adjusted pursuant to this sentence and Section 6.12, the “Closing Date Cash Consideration”"Reimbursable Cash").

Purchase Price Adjustment. (a) At least three (3) Business Days, but no more than five (5) Business Days Days, prior to the Closing DateClosing, Seller the Company shall prepare, or cause to be prepared, prepare in good faith and deliver to Purchaser a good faith Buyer (i) an estimated statement of Working Capital consolidated balance sheet of the Business Company Entities as of the close of business on the Closing Date Adjustment Calculation Time (the “Estimated Closing Date Working Capital StatementBalance Sheet”), and (ii) a certificate setting forth a good faith estimate of Working Capital as of close of business on statement (the Closing Date (“Estimated Closing Date Statement”) setting forth the Company’s good faith estimates of the Closing Cash-on-Hand (the “Estimated Closing Cash-on-Hand”), the Closing Indebtedness (the “Estimated Closing Indebtedness”), the Closing Net Working Capital (the “Estimated Closing Net Working Capital”), an estimate of Closing Date Cash the Company Expenses (the “Estimated Closing Date CashCompany Expenses”) ), and an estimate of Assumed Indebtedness the Purchase Price resulting therefrom (the “Estimated Assumed IndebtednessPurchase Price”), in each case, with reasonable supporting detail to evidence the calculations of such amounts. An illustrative example of the Estimated Closing Statement as of the Latest Balance Sheet Date, is set forth on Exhibit F attached hereto. The Estimated Closing Date Balance Sheet, the Estimated Closing Cash-on-Hand, the Estimated Closing Indebtedness, the Estimated Closing Net Working Capital Statement and the Estimated Company Expenses shall each be prepared in accordance with GAAP, as modified by the accounting policies specified on Schedule 2.3(a) (“Specified Accounting Policies”), and to the extent consistent with GAAP, calculated in accordance with the accounting principlesAgreed Accounting Principles and the applicable definitions contained in this Agreement. From and after delivery of the Estimated Closing Balance Sheet and the Estimated Closing Statement until the Closing, procedures, policies, methods that were employed in preparing the Benchmark Company shall (x) provide Buyer and its representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of the Company Entities and to the senior management personnel of the Company Entities familiar with the Estimated Closing Balance Sheet, consistently applied. The Initial Cash Consideration shall be (i)(A) increased dollar for dollar Estimated Closing Statement or the Agreed Accounting Principles, in each case to the extent reasonably requested by Buyer or any of its representatives in connection with their review of the Estimated Closing Date Working Capital exceeds Balance Sheet and the Target Working CapitalEstimated Closing Statement, provided, that such access or (B) decreased dollar for dollar related activities may be limited to the extent necessary due to COVID-19 or COVID-19 Measures (but Seller and the Company shall make reasonable accommodations, including granting remote access, to the extent in-person access is materially limited due to COVID-19 Measures), and (y) cooperate with Buyer and its representatives in connection with their review of the Estimated Closing Date Working Capital is less than Balance Sheet and the Target Working Capital, (ii) increased dollar for dollar Estimated Closing Statement. The Company shall consider in good faith any comments to the extent that Estimated Closing Date Cash is greater than U.S.$0 Balance Sheet and (iii) decreased dollar for dollar Estimated Closing Statement proposed by the Estimated Assumed Indebtedness (the Initial Cash Consideration, as adjusted pursuant to this sentence and Section 6.12, the “Closing Date Cash Consideration”)Buyer.

Purchase Price Adjustment. (a) At least five On or prior to the fifth Business Days Day prior to the Closing Date, Seller shall prepare, or cause to be prepared, the Stockholders’ Representative shall: (i) determine the Estimated Closing Working Capital and the Estimated Closing Debt; and (ii) deliver to Purchaser Buyer a good faith estimated written statement of Working Capital of the Business as of the close of business on the Closing Date (the “Preliminary Statement”) setting forth in reasonable detail the calculation by the Stockholders’ Representative thereof and the computations used in connection therewith. In the event Buyer disagrees with the Estimated Closing Date Working Capital or Estimated Closing Debt reflected on the Preliminary Statement, Buyer shall notify the Stockholders’ Representative of such disagreement within two Business Days after receipt thereof (the “Buyer Disagreement Notice”), and a certificate setting forth a good faith estimate of such Buyer Disagreement Notice to include the amount Buyer believes to be the correct Estimated Closing Working Capital or Estimated Closing Debt, as the case may be. If the Buyer Disagreement Notice is not received by the Stockholders’ Representative within such two Business Day period, the Estimated Closing Working Capital or Estimated Closing Debt as included in the Preliminary Statement shall be used in order to determine the Initial Purchase Price. If the Buyer Disagreement Notice is received by the Stockholders’ Representative within such two Business Day period, then: (i) in the event the Buyer Disagreement Notice disputes the Estimated Closing Working Capital as of close of business on included in the Closing Date (“Estimated Closing Date Working Capital”)Preliminary Statement, an estimate of Closing Date Cash (“Estimated Closing Date Cash”) and an estimate of Assumed Indebtedness (“Estimated Assumed Indebtedness”). The Estimated Closing Date Working Capital Statement shall be prepared in accordance with GAAP, as modified by the accounting policies specified on Schedule 2.3(a) (“Specified Accounting Policies”), and to the extent consistent with GAAP, in accordance with the accounting principles, procedures, policies, methods that were employed in preparing the Benchmark Balance Sheet, consistently applied. The Initial Cash Consideration shall be (i)(A) increased dollar for dollar to the extent the Estimated Closing Date Working Capital exceeds used in order to determine the Target Initial Purchase Price shall be the lower of: (A) the Estimated Closing Working Capital, or Capital as included in the Preliminary Statement; and (B) decreased dollar for dollar to the extent the Estimated Closing Date Working Capital is less than as included in the Target Working Capital, Buyer Disagreement Notice; and (ii) increased dollar for dollar to in the extent that event the Buyer Disagreement Notice disputes the Estimated Closing Date Cash is Debt as included in the Preliminary Statement, the Estimated Closing Debt used in order to determine the Initial Purchase Price shall be the greater than U.S.$0 of: (A) the Estimated Closing Debt as included in the Preliminary Statement; and (iiiB) decreased dollar for dollar by the Estimated Assumed Indebtedness (Closing Debt as included in the Initial Cash Consideration, as adjusted pursuant to this sentence and Section 6.12, the “Closing Date Cash Consideration”)Buyer Disagreement Notice.

Purchase Price Adjustment. (a) At least five Business Days prior to As promptly as practicable following the Closing DateDate (but in any event within 45 days thereafter), Seller shall Purchaser will prepare, or cause to be prepared, and deliver to Parent and AI Brazil a certificate executed by a duly authorized representative of Purchaser a good faith estimated statement of Working Capital of the Business as of the close of business on the Closing Date (the “Estimated Closing Date Statement”) consisting of Purchaser’s calculation of Closing Net Working Capital, Net Working Capital Statement”)Adjustment, Capex Spend, the Selling and Marketing Cost Adjustment Amount, Closing USD Indebtedness, Closing BRL Indebtedness, Closing Indebtedness Adjustment, Closing USD Cash, Closing BRL Cash and Closing Cash Adjustment, together with the calculation of the Final Purchase Price and Final AI Brazil Payment resulting therefrom, and a certificate setting forth a good faith estimate Purchaser’s calculation of Working Capital as of close of business on Unpaid Transaction Expenses, Closing Accrued Tax Contingencies and the Closing Date (“Estimated Closing Date Working Capital”), an estimate of Closing Date Cash (“Estimated Closing Date Cash”) and an estimate of Assumed Indebtedness (“Estimated Assumed Indebtedness”)Accrued Tax Contingencies Adjustment resulting therefrom. The Estimated Closing Date Working Capital Statement shall will be prepared in accordance with GAAP, as modified by the accounting policies specified on Schedule 2.3(a) (“Specified Accounting Policies”), good faith and to the extent consistent with GAAP, in accordance with the accounting principlesAccounting Principles. For the avoidance of doubt, proceduresif the Final Purchase Price would be lower but for the breach by Seller of any of its obligations hereunder, policiesPurchaser may present such lower Final Purchase Price in the Closing Statement, methods in the understanding that were employed any resulting reduction in preparing the Benchmark Balance Sheet, consistently applied. The Initial Cash Consideration Final Purchase Price shall be (i)(A) increased dollar entirely allocated to, and borne by, Seller. Parent and NIIH represent and warrant that Parent or its applicable Subsidiary has classified contingent Tax liabilities of the Entities as “probable”, “possible” or “remote” in accordance with the Accounting Principles for dollar to the extent the purposes of determining Target Accrued Tax Contingencies, and each of Parent and Purchaser agrees that it shall not change such classifications for purposes of determining Estimated Closing Date Working Capital exceeds Accrued Tax Contingencies or Closing Accrued Tax Contingencies, respectively, except as expressly set forth in the Target Working Capital, or (B) decreased dollar for dollar to the extent the Estimated Closing Date Working Capital is less than the Target Working Capital, (ii) increased dollar for dollar to the extent that Estimated Closing Date Cash is greater than U.S.$0 and (iii) decreased dollar for dollar by the Estimated Assumed Indebtedness (the Initial Cash Consideration, as adjusted pursuant to this sentence and Section 6.12, the “Closing Date Cash Consideration”)Accounting Principles.

Purchase Price Adjustment. (a) At least five Business Days prior to On the business day immediately preceding the Closing Date, Seller shall prepare, or cause to be prepared, prepare and deliver to Purchaser a good faith PRGI, an estimated cash flow statement of Working Capital total cash received by Seller in respect of the Business less total cash disbursements for the period from and including the Effective Date to and including the day immediately preceding the Closing Date (the "Interim Period Cash Flow"), detailing all such amounts by category of payment (the "Cash Flow Statement"). PRGI shall be entitled to reimbursement, at Closing, of the Interim Period Cash Flow, plus the following cash payments made in respect of the Business during the period from and including the Effective Date to and including the day immediately preceding the Closing Date: (i) the amount, if any, by which disbursements to Seller during said period exceed the amount of any cash or cash equivalents in the Business as of the close of business on August 31, 1998 and (ii) any amounts paid during the period from and including the Effective Date to and including the Closing Date in respect of the following liabilities: (A) Seller Transaction Expenses, (B) non-trade payables (meaning those not directly related to the “Estimated Closing Business to be acquired by PRGI pursuant hereto), (C) non-trade accrued expenses (meaning those not directly related to the Business to be acquired by PRGI pursuant hereto), (D) commissions payable as of the Effective Date Working Capital Statement”in respect of accounts receivable collected by Seller prior to the Effective Date; (E) all amounts owed to Seller under the Principal Agreement or otherwise (except for advances used to pay normal trade payables of Seller directly relating to the Business to be acquired by PRGI incurred on or after the Effective Date or advances made to Associates or Employees on or after the Effective Date), and a certificate setting forth a good faith estimate (F) all amounts owed to Persons other than Seller (except for normal trade payables directly relating to the Business to be acquired by PRGI pursuant hereto incurred in the ordinary course of Working Capital as of close of business on the Closing Date (“Estimated Closing Date Working Capital”), an estimate of Closing Date Cash (“Estimated Closing Date Cash”) and an estimate of Assumed Indebtedness (“Estimated Assumed Indebtedness”). The Estimated Closing Date Working Capital Statement shall be prepared in accordance with GAAP, as modified by the accounting policies specified on Schedule 2.3(abusiness) (“Specified Accounting Policies”)collectively, and to the extent consistent with GAAP"Interim Period Reimbursable Liabilities," which, in accordance together with the accounting principlesInterim Period Cash Flow, procedures, policies, methods that were employed in preparing is referred to herein as the Benchmark Balance Sheet, consistently applied. The Initial Cash Consideration shall be (i)(A) increased dollar for dollar to the extent the Estimated Closing Date Working Capital exceeds the Target Working Capital, or (B) decreased dollar for dollar to the extent the Estimated Closing Date Working Capital is less than the Target Working Capital, (ii) increased dollar for dollar to the extent that Estimated Closing Date Cash is greater than U.S.$0 and (iii) decreased dollar for dollar by the Estimated Assumed Indebtedness (the Initial Cash Consideration, as adjusted pursuant to this sentence and Section 6.12, the “Closing Date Cash Consideration”"Reimbursable Cash").

Purchase Price Adjustment. (a) At least five (5) Business Days prior to the Closing Date, Seller the Company shall prepare, or cause to be prepared, and deliver to Purchaser Parent, a good faith estimated statement of Working Capital of containing the Business as of the close of business on the Closing Date following items (the “Estimated Preliminary Closing Date Working Capital Statement”), and a certificate setting forth ): a good faith estimate of the Aggregate Closing Date Consideration (the “Aggregate Closing Date Consideration Estimate”) and each of Consideration Elements (as defined below), including (i) Closing Working Capital as and the resulting Working Capital Overage or Working Capital Underage, (ii) Closing Indebtedness, (iii) Closing Cash, (iv) the Seller Expenses, including an itemized list thereof specifying the amount of close of business on each such Seller Expense, (v) the Transaction Bonuses, (vi) the Closing Date Aged Receivables (“together with a detailed list of each invoice comprising such Aged Receivables, the invoice date and the invoice amount, and any portions of such invoice already paid or under dispute) and (vii) the Estimated Closing Date Working Capital”Incentive Unit Bonus Payment Amount (clauses (i) through (vii), an estimate of Closing Date Cash (the “Estimated Closing Date CashConsideration Elements”) and an estimate together with reasonable supporting detail relating to all of Assumed Indebtedness (“Estimated Assumed Indebtedness”)the foregoing. Concurrently with the delivery of the Preliminary Closing Statement, the Company shall deliver to Parent the Distribution Waterfall Schedule based on the foregoing estimates, which shall have been prepared in good faith by the Company. The Estimated Company shall consider in good faith any revisions proposed by Parent to the calculations set forth in the Preliminary Closing Date Working Capital Statement shall be prepared in accordance with GAAP, as modified by the accounting policies specified on Schedule 2.3(a) (“Specified Accounting Policies”)Statement, and to the extent consistent the Company agrees with GAAPany such revisions, in accordance with the accounting principles, procedures, policies, methods that were employed in preparing the Benchmark Balance Sheet, consistently applied. The Initial Cash Consideration Preliminary Closing Statement shall be modified to reflect such revisions; provided, however, that the Company, the Seller Representative and the Merger Participants acknowledge and agree that Parent shall not be deemed to have agreed to any of the amounts or calculations set forth in the Preliminary Closing Statement or the calculation of the Consideration Elements therein by virtue of having proposed any revisions (i)(Awhether or not accepted) increased dollar for dollar pursuant to the extent foregoing and the Estimated use of such Preliminary Closing Date Working Capital exceeds Statement (whether it includes any revisions proposed by Parent or not) shall not in any way prejudice Parent’s right to disagree with, dispute or change any amount or Consideration Element in the Target Working CapitalStatement delivered by Parent pursuant to Section 2.8(b). For the avoidance of doubt, any failure of Parent to raise any objection or (B) decreased dollar for dollar dispute with respect to the extent Preliminary Closing Statement shall not in any way prejudice Parent’s right to disagree with, dispute or change any amount or Consideration Element in the Estimated Closing Date Working Capital is less than the Target Working Capital, (ii) increased dollar for dollar to the extent that Estimated Closing Date Cash is greater than U.S.$0 and (iii) decreased dollar for dollar Statement delivered by the Estimated Assumed Indebtedness (the Initial Cash Consideration, as adjusted Parent pursuant to this sentence and Section 6.12, the “Closing Date Cash Consideration”2.8(b).

Purchase Price Adjustment. (a) At least five No later than the 10th Business Days prior to Day following May 31, 2007 (the Closing Date"DETERMINATION DATE"), Seller shall prepare, or cause to be prepared, Buyer will prepare and deliver to Purchaser the Sellers a good faith estimated statement of Working Capital of the Business as of the close Closing Date (the "CLOSING STATEMENT OF WORKING CAPITAL"), a statement of business on the Excluded Receivables as of the Closing Date (the “Estimated "CLOSING STATEMENT OF EXCLUDED RECEIVABLES") and a balance sheet of the Business as of the Closing Date (the "CLOSING DATE BALANCE SHEET", and together with the Closing Statement of Working Capital and the Closing Statement of Excluded Receivables, the "CLOSING STATEMENTS"). Parent and its accountant, in the name and on behalf of Sellers, will have the right to participate in the preparation of the Closing Statements, including by having the right to consult with Buyer concerning the method of presentation and formulation of the Closing Statements, and Buyer will consider in good faith the comments of Parent with respect thereto; PROVIDED, HOWEVER, that, notwithstanding anything herein to the contrary, but without in any way limiting or affecting Sellers' or Parent's right to object as provided in Section 3.3(c), Buyer will have sole and final control over the preparation of and amounts set forth in the Closing Statements to be delivered to Sellers as provided in the first sentence of this Section 3.3(a). The Closing Date Balance Sheet will consist of the assets and liabilities transferred to Buyer pursuant to this Agreement. The Closing Statement of Working Capital will be derived from the Closing Date Balance Sheet, present Closing Date Working Capital Statement”)in reasonably sufficient detail to determine any amounts owing to Buyer or Parent under this Section 3.3, be presented in substantially the form of SCHEDULE 3.3 and a certificate setting forth a good faith estimate include only those assets and liabilities transferred to Buyer hereunder. The Closing Statement of Working Capital as of close of business on the and Closing Date (“Estimated Closing Date Working Capital”), an estimate of Closing Date Cash (“Estimated Closing Date Cash”) and an estimate of Assumed Indebtedness (“Estimated Assumed Indebtedness”). The Estimated Closing Date Working Capital Statement shall Balance Sheet will be prepared in accordance with GAAP, as modified by Mexican FIS and the accounting policies specified principles used in the preparation of the Financial Statements and Interim Statements, including those set forth on Schedule 2.3(a) (“Specified Accounting Policies”)SCHEDULE 3.3, applied on a basis consistent with the preparation of the Financial Statements and Interim Statements except as otherwise provided on SCHEDULE 3.3, and to the extent consistent with GAAP, in accordance with any other methodologies set forth on SCHEDULE 3.3. The Closing Statement of Excluded Receivables will present Closing Date Excluded Receivables in reasonably sufficient detail to determine any amounts owing to Buyer or Parent under this Section 3.3 and be prepared in accordance with Mexican FIS and the accounting principles, procedures, policies, methods that were employed principles used in preparing the Benchmark Balance Sheet, consistently appliedpreparation of the Financial Statements and the Interim Financial Statements on a basis consistent with the preparation of the Financial Statements and the Interim Financial Statements and otherwise consistent with the calculation of the Closing Excluded Net Receivables in accordance with Section 3.2(a). The Initial Cash Consideration shall All calculations under this Section 3.3 will be (i)(A) increased dollar for dollar in Mexican pesos and converted to United States dollars as of the extent the Estimated Closing Date Working Capital exceeds based upon the Target Working Capitalaverage of the noon buying rates in New York City for cable transfers payable in Mexican pesos, or (B) decreased dollar for dollar to the extent the Estimated Closing Date Working Capital is less than the Target Working Capital, (ii) increased dollar for dollar to the extent that Estimated Closing Date Cash is greater than U.S.$0 and (iii) decreased dollar for dollar as certified by the Estimated Assumed Indebtedness (Federal Reserve Bank of New York for customs purposes, for each of the Initial Cash Consideration, as adjusted pursuant to this sentence and Section 6.12, 20 Business Days immediately preceding the “Closing Date Cash Consideration”)Date.

Purchase Price Adjustment. (aa)As soon as practicable, but in no event later than sixty (60) At least five Business Days prior to days following the Closing Date, Seller Buyer shall prepare, or cause to be prepared, and deliver to Purchaser prepare a good faith estimated statement calculation of the Net Working Capital of the Business as of the close of business on the Closing Date (the “Estimated Closing Date Net Working Capital”). (b)During the calculation of the Closing Net Working Capital and the period of any dispute within the contemplation of this Section 2.8, Seller shall cooperate with Buyer’s and Buyer’s authorized representatives’ reasonable requests with respect to the calculation of the Closing Net Working Capital, including by providing on a timely basis all information necessary or useful in calculating the Closing Net Working Capital. (c)Buyer shall deliver a written statement of the Closing Net Working Capital (the “Closing Net Working Capital Statement”), and a certificate setting forth a good faith estimate ) to Seller promptly after it has been prepared. After receipt of the Closing Net Working Capital as of close of business on Statement, Seller shall have thirty (30) days to review the Closing Date Net Working Capital Statement. During such review period of the Closing Net Working Capital Statement and the period of any dispute within the contemplation of this Section 2.8, Buyer shall (“Estimated i) provide Seller 13 and its authorized representatives reasonable access during normal business hours to all relevant books and records and employees of Buyer concerning the Business and (ii) cooperate with Seller’s and Sellers’s authorized representatives’ reasonable requests with respect to the calculation of the Closing Date Net Working Capital, including by providing on a timely basis all information necessary or useful in their review of the Closing Net Working Capital Statement. Unless Seller delivers written notice to Buyer on or prior to the thirtieth (30th) day after Seller’s receipt of the Closing Net Working Capital Statement specifying in reasonable detail the amount, nature and basis of all disputed items, Seller shall be deemed to have accepted and agreed to the calculation of the Closing Net Working Capital. If Seller timely notifies Buyer of its objection to the calculation of the Closing Net Working Capital, Buyer and Seller shall, within sixty (60) days (or such longer period as the parties may agree in writing) following such notice (the “Resolution Period”), an estimate attempt to resolve their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive. (d)If, at the conclusion of Closing Date Cash the Resolution Period, there are any amounts remaining in dispute, then such amounts remaining in dispute shall be submitted to a firm of nationally recognized independent public accountants (the “Estimated Closing Date CashNeutral Auditors”) selected by Seller and an estimate Buyer within ten (10) days after the expiration of Assumed Indebtedness the Resolution Period. If Seller and Buyer are unable to agree on the Neutral Auditors, then each of Seller and Buyer shall have the right to request the office of the American Arbitration Association to appoint the Neutral Auditors, which Neutral Auditors shall not have had a material relationship with Seller, Buyer or any of their respective Affiliates within the past two (“Estimated Assumed Indebtedness”)2) years. Each party agrees to execute, if requested by the Neutral Auditors, a reasonable engagement letter, including customary indemnities. All fees and expenses relating to the work, if any, to be performed by the Neutral Auditors shall be borne pro rata as between Seller and Buyer in proportion to the allocation of the dollar amount of the amounts remaining in dispute between Seller and Buyer made by the Neutral Auditors such that the prevailing party pays the lesser proportion of the fees and expenses. The Estimated Neutral Auditors shall act as an arbitrator to determine, based solely on the provisions of this Agreement and the presentations by Seller and Buyer, and not by independent review, only those issues still in dispute. The Neutral Auditors' determination shall be made within thirty (30) days of their selection, shall be set forth in a written statement delivered to Seller and Buyer, shall be within the range of values assigned to each disputed item in the Closing Date Working Capital Statement and any notice of dispute delivered by Seller, and shall be prepared deemed a final, binding and conclusive arbitration award. A judgment of a court of competent jurisdiction may be entered upon the Neutral Auditors’ determination. The term “Final Closing Net Working Capital” shall mean the definitive Closing Net Working Capital agreed to (or deemed to be agreed to) by Buyer and Seller in accordance with GAAP, as modified Section 2.8(c) or resulting from the determinations made by the accounting policies specified on Schedule 2.3(a) (“Specified Accounting Policies”), and to the extent consistent with GAAP, Neutral Auditors in accordance with this Section 2.8(d) (in addition to those items theretofor agreed to by Seller and Buyer), in each case, which shall be final, binding upon, and non-appealable by, the accounting principles, procedures, policies, methods that were employed in preparing the Benchmark Balance Sheet, consistently appliedparties. The Initial Cash Consideration (e)The Purchase Price shall be (i)(Ai) increased dollar for dollar to the extent the Estimated Final Closing Date Net Working Capital exceeds is greater than the Target Net Working Capital, or (Bii) decreased dollar for dollar to the extent the Estimated Final Closing Date Net Working Capital is less than the Target Net Working Capital, (ii) increased dollar for dollar . Any adjustments to the extent that Estimated Closing Date Cash is greater than U.S.$0 and (iii) decreased dollar for dollar by the Estimated Assumed Indebtedness (the Initial Cash Consideration, as adjusted Purchase Price made pursuant to this sentence Section 2.8(e) shall be paid by wire transfer of immediately available funds to the account specified by Seller, if Seller is owed payment, or by Buyer, if Buyer is owed payment, within five (5) business days after the Final Closing Net Working Capital is agreed to by Buyer and Seller or any remaining disputed items are ultimately determined by the Neutral Auditors. Section 6.12, the “Closing Date Cash Consideration”).2.9

Purchase Price Adjustment. Within ninety (a90) At least five Business Days prior to days after the Closing Date, Purchaser shall furnish to Seller shall prepare, or cause to be prepared, and deliver to Purchaser a good faith estimated statement of Working Capital combined balance sheet of the Business Companies, the Company Subsidiaries, Newco, Holdco and Interco (the "Closing Balance Sheet") as of the close of business on the Closing Date (the “Estimated Closing Date Working Capital Statement”), and a certificate setting forth a good faith estimate of Working Capital as of close of business on the Closing Date (“Estimated Closing Date Working Capital”), an estimate of Closing Date Cash (“Estimated Closing Date Cash”) and an estimate of Assumed Indebtedness (“Estimated Assumed Indebtedness”)Date. The Estimated Closing Date Working Capital Statement Balance Sheet shall (i) be prepared in accordance with GAAP, applied on a basis consistent with prior periods, and as modified applied to prepare the Balance Sheet, and (ii) include normal fiscal year-end closing adjustments except that there shall be no requirement for a physical inventory. The Closing Balance Sheet shall be accompanied by a report (the accounting policies specified "Preliminary Adjustment Report") setting forth in reasonable detail (x) the Adjusted Working Capital Amount as of the close of business on Schedule 2.3(athe Closing Date, (y) a statement setting forth in reasonable detail the amount of Closing Debt and Closing Cash and (“Specified Accounting Policies”z) Purchaser's good faith calculation of the Purchase Price based on the amounts set forth in the Preliminary Adjustment Report (the "Preliminary Purchase Price"), which report shall be certified by a financial officer of Purchaser. Seller and its representatives shall have the right to review and copy the computations and work papers (including accountants' work papers, subject to such confidentiality restrictions as Purchaser's accountants shall reasonably request) and Purchaser's underlying books and records used in connection with Purchaser's determination of the Preliminary Purchase Price , and to have reasonable access to the extent consistent employees and accountants of Purchaser regarding questions concerning Purchaser's determination of the Preliminary Purchase Price arising in the course of their review thereof. If requested by Purchaser, Seller shall furnish to Purchaser a statement (the "Allocation Statement") setting forth any corporate allocations previously provided by Seller and its Affiliates to the Companies and the Company Subsidiaries for the period from the Balance Sheet Date through the Closing Date and any necessary supporting information reasonably requested. Unless Seller provides specific written notice to Purchaser of an objection to any aspect of the Preliminary Adjustment Report before the close of business on the thirtieth day after Seller's receipt thereof, the Preliminary Adjustment Report shall then become binding upon Purchaser and Seller, and shall be the "Final Adjustment Report", and such day shall be the "Final Adjustment Report Date". If Seller, by written notice to Purchaser before the close of business on such thirtieth day specifying the items and amount in dispute (an "Objection Notice"), objects to any aspect of the Preliminary Adjustment Report, then those aspects as to which the objection was made shall not become binding, Purchaser and Seller shall discuss such objection in good faith; and, if they reach written agreement with GAAPrespect to all items in dispute amending the Preliminary Adjustment Report, the Preliminary Adjustment Report, as amended by such written agreement, shall become binding upon Purchaser and Seller, and shall be the "Final Adjustment Report", and the date of such written agreement shall be the "Final Adjustment Report Date". If Purchaser and Seller do not reach such written agreement within twenty (20) days after Seller gives such notice of objection, those aspects as to which such objection was made, and which has not been resolved, shall be submitted jointly by Purchaser and Seller for arbitration by an independent accounting firm of nationally recognized standing acceptable to Seller and Purchaser (the "Accounting Firm") (whose fees shall be paid equally by Purchaser and Seller), which shall arbitrate the dispute and submit a written statement of its adjudication, which statement, when delivered to Purchaser and to Seller, shall become final and binding upon Purchaser and Seller, and shall, together with those aspects of the Preliminary Adjustment Report as to which no objection was made, be the "Final Adjustment Report". In such case, the second Business Day after the date on which such statement is delivered to Purchaser and to Seller shall be the "Final Adjustment Report Date". The scope of the disputes to be resolved by the Accounting Firm is limited to whether the amounts set forth on the line items on the Closing Balance Sheet used to calculate the Preliminary Purchase Price were obtained from and in accordance with the accounting principlesbooks and records of the Companies, proceduresthe Company Subsidiaries, policiesNewco, methods that were employed Holdco, Interco and the Canadian Parks Business and are in preparing accordance with GAAP, applied on a basis consistent with prior periods, and as applied to prepare the Benchmark Balance Sheet, consistently applied. The Initial Cash Consideration shall be (i)(A) increased dollar for dollar including normal fiscal year end closing adjustments, and whether there were mathematical errors in the Preliminary Adjustment Report, in each case, to the extent related to the unresolved items set forth in the Objection Notice, and the Accounting Firm is not to make any other determination. The determination of the Accounting Firm shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by any court having jurisdiction thereof. In acting hereunder, the Accounting Firm shall be entitled to the privileges and immunities of arbitrators. If Seller delivers an Objection Notice and Purchaser and Seller do not reach written agreement with respect to all items in dispute within twenty (20) days after Seller gives an Objection Notice, then within two Business Days after the expiration of such twenty-day period, (i) Purchaser shall pay to Seller the excess, if any, of (x) the lesser of (1) the Preliminary Purchase Price stated in the Preliminary Adjustment Report or (2) the Purchase Price calculated as if all of the items as to which Seller objected in the Objection Notice and as to which such objections remain unresolved were resolved in Seller's favor (the "Unresolved Objection Purchase Price") over (y) the Estimated Closing Date Working Capital exceeds the Target Working CapitalPurchase Price (a "Purchaser Interim Payment"), or (B) decreased dollar for dollar to the extent the Estimated Closing Date Working Capital is less than the Target Working Capital, and (ii) increased dollar for dollar Seller shall pay to Purchaser the excess, if any, of (x) the Estimated Purchase Price over (y) the greater of (1) the Preliminary Purchase Price stated in the Preliminary Adjustment Report or (2) the Unresolved Objection Purchase Price (a "Seller Interim Payment"). Within two Business Days after the Final Adjustment Report Date, Purchaser shall pay to Seller the excess, if any, of (i) the Purchase Price stated in the Final Adjustment Report under such Section, minus any Purchaser Interim Payment or plus any Seller Interim Payment over (ii) the Estimated Purchase Price, and Seller shall pay to Purchaser the excess if any, of (x) the Estimated Purchase Price plus any Purchaser Interim Payment or minus any Seller Interim Payment over (y) the Purchase Price stated in the Final Adjustment Report. To the extent such a payment relates to the extent Canadian Parks Business, the payment will be deemed to be made by Seller or Purchaser, as the case may be, as agent for and on behalf of CBS Canada (in the case of Seller) or Newco (in the case of Purchaser). Any payment required to be made by Seller or Purchaser pursuant to Section 2.3(c) or 2.3(d) that Estimated does not already provide for interest from the Closing Date Cash is greater than U.S.$0 and (iii) decreased dollar for dollar by shall bear interest from the Estimated Assumed Indebtedness (the Initial Cash Consideration, as adjusted pursuant to this sentence and Section 6.12, the “Closing Date Cash Consideration”)to (but excluding) the date of such payment at the Applicable Rate as in effect from time to time and shall be made in immediately available funds to an account designated by recipient.

Purchase Price Adjustment. (a) At least five three (3) Business Days prior to the Closing Date, Seller Company shall prepare, or cause to be prepared, in good faith prepare and deliver to Purchaser Buyer a good faith estimated statement written estimate of the amount of (i) the Closing Net Working Capital of the Business as of the close of business on the Closing Date (the “Estimated Closing Date Working Capital Statement”), and a certificate setting forth a good faith estimate of Working Capital as of close of business on the Closing Date (“Estimated Closing Date Net Working Capital”), an estimate of including any Estimated Net Working Capital Deficit or Estimated Net Working Capital Surplus, (ii) the Closing Date Cash Amount (the “Estimated Closing Date CashCash Amount”), (iii) and an estimate of Assumed the Closing Loan Indebtedness (the “Estimated Assumed Closing Loan Indebtedness”), (iv) the Closing Transaction Expenses (the “Estimated Closing Transaction Expenses”), and (v) the Estimated Purchase Price, each calculated as of the Effective Time, together with an estimated balance sheet of the Acquired Companies, on a consolidated basis, as of the Effective Time (the “Estimated Closing Balance Sheet”, and together with the items set forth in clauses (i) through (v), the “Estimated Closing Statement”). The Estimated Closing Date Working Capital Statement shall be prepared in accordance with GAAPthe Company’s Accounting Principles and consistent with Exhibit C, provided that in the event of any conflict between the Company’s Accounting Principles and Exhibit C, the Company’s Accounting Principles shall govern. At such time, the Company shall also deliver a draft of the Funds Flow Statement. As promptly as modified practicable but not later than one (1) Business Day prior to the Closing, Buyer shall identify any adjustments that it believes are required to the Estimated Closing Statement. If Shareholder Representative disputes any such adjustments, then Buyer and Shareholder Representative shall use reasonable best efforts to resolve such dispute, after which the Company shall re-deliver to Buyer the Estimated Closing Statement and Funds Flow Statement with such adjustments as the parties have agreed are appropriate. Buyer shall be entitled to rely in full on the information provided by the accounting policies specified on Schedule 2.3(a) (“Specified Accounting Policies”), Company in the Estimated Closing Statement and to the extent consistent with GAAP, in accordance with the accounting principles, procedures, policies, methods that were employed in preparing the Benchmark Balance Sheet, consistently appliedFunds Flow Statement. The Initial Cash Consideration shall be Purchase Price minus the Estimated Net Working Capital Deficit (i)(A) increased dollar for dollar to if any), plus the extent Estimated Net Working Capital Surplus (if any), plus the Estimated Closing Date Working Capital exceeds the Target Working CapitalCash Amount, or (B) decreased dollar for dollar to the extent minus the Estimated Closing Date Working Capital is less than Loan Indebtedness, minus the Target Working Capital, (ii) increased dollar for dollar to the extent that Estimated Closing Date Cash is greater than U.S.$0 and (iii) decreased dollar for dollar by Transaction Expenses shall be the “Estimated Purchase Price.” Notwithstanding anything else in this Agreement, the Estimated Assumed Indebtedness (the Initial Cash Consideration, as adjusted pursuant to this sentence and Section 6.12Closing Statement, the “Estimated Closing Balance Sheet and in turn the calculation of the amounts set forth therein shall not reflect any liabilities or assets related to actions taken on the Closing Date Cash Consideration”)by Buyer or its Affiliates, including in connection with any financing or transfer of cash into the Acquired Companies.

Purchase Price Adjustment. (a) At least five Business Days prior to Within sixty (60) days after the Closing Date, Seller Buyer shall prepare, or cause to be prepared, prepare and deliver to Purchaser the Shareholders Representative (i) a good faith estimated statement of (the “Statement”) setting forth the Working Capital of the Business as of the close of business on the Closing Date (the “Estimated Closing Date Working Capital StatementCapital”), (ii) the Real Estate Adjustment and (iii) a certificate statement (the “Closing Cash Statement”) setting forth a good faith estimate the aggregate amount of Working Capital any and all Company Cash as of the close of business on the Closing Date (collectively, the “Estimated Closing Date Working Capital”), an estimate of Closing Date Cash (“Estimated Closing Date Cash”) and an estimate of Assumed Indebtedness (“Estimated Assumed IndebtednessAdjustment Statements”). The Estimated Notwithstanding anything herein to the contrary, Closing Date Working Capital shall not include any amount included in the determination of Certified Indebtedness, the Certified Company Cash Amount or Certified Selling Expenses. The Statement shall be prepared in accordance with GAAPGAAP as used in the preparation of the Sample Working Capital Statement, as modified by the Agreed Principles and in a format substantially similar to, and using accounting principles, practices, methodologies and policies specified consistent with those used in the preparation of, the Sample Working Capital Statement, except that Buyer is permitted to conduct a physical inventory on Schedule or near the Closing Date, at Buyer’s cost and expense, for purposes of preparing the Statement. The parties acknowledge and agree that if the Closing Date had been May 31, 2012, the Closing Working Capital would have been as set forth on the Sample Working Capital Statement, and that the preparation of the Statement and the determination of the actual Closing Working Capital pursuant to this Section 2.3(a) are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies from those used to determine Working Capital as set forth on the Sample Working Capital Statement. Within thirty (“Specified Accounting Policies”)30) days following receipt by the Shareholders Representative of the Adjustment Statements, and the Shareholders Representative shall deliver written notice to Buyer of any dispute the extent Shareholders have that any Adjustment Statement has not been prepared on a basis consistent with GAAPthe requirements of this Section 2.3(a) or Section 2.7, in accordance with as applicable (such written notice shall set forth a detailed description of any such dispute); provided, however, that the Shareholders Representative (on behalf of the Shareholders) may not dispute the accounting principles, procedurespractices, policies, methods that were employed methodologies and policies used in preparing the Benchmark Balance Sheet, consistently applied. The Initial Cash Consideration shall be (i)(A) increased dollar for dollar Statement to the extent they are consistent with GAAP as used in the Estimated Closing Date preparation of the Sample Working Capital exceeds Statement, as modified by the Target Working CapitalAgreed Principles. If the Shareholders Representative does not so notify Buyer of a dispute with respect to the Adjustment Statements within such thirty (30)—day period, such Adjustment Statements will be final, conclusive and binding on the parties. In the event of such notification of a dispute, the parties shall negotiate in good faith to resolve such dispute. If Buyer and the Shareholders Representative, notwithstanding such good faith efforts, fail to resolve all or any portion of such dispute within thirty (30) days after the Shareholders Representative advises Buyer of the dispute, then Buyer and the Shareholders Representative jointly shall engage the firm of McGladrey LLP (or if McGladrey LLP cannot or is unwilling to serve in such capacity, a nationally recognized, independent public accounting firm selected by mutual agreement of the Shareholders Representative and Buyer, or if they cannot agree, selected by mutual agreement of the independent public accounting firms regularly used by the Company (B) decreased dollar for dollar prior to the extent Closing Date) and by Buyer in the Estimated Closing Date Working Capital is less than conduct of their respective businesses) (the Target Working Capital“Accounting Firm”), acting as experts and not as arbitrators, to resolve the dispute, or any remaining portion thereof, on a basis consistent with the requirements of this Section 2.3 and Section 2.7, as applicable. The parties agree that they will request that the Accounting Firm render its reasoned written decision within thirty (ii30) increased dollar for dollar days after referral of the dispute to the extent that Estimated Closing Date Cash is greater than U.S.$0 and (iii) decreased dollar Accounting Firm for dollar by the Estimated Assumed Indebtedness (the Initial Cash Consideration, as adjusted pursuant to this sentence and Section 6.12, the “Closing Date Cash Consideration”).decision pursuant

Purchase Price Adjustment. (a) At least five Not less than three Business Days prior to the anticipated Closing Date, Seller shall prepare, or cause to be prepared, prepare in good faith and deliver to Purchaser a good faith estimated statement of Working Capital of the Business as of the close of business on the Closing Date (the “Estimated Closing Date Working Capital Statement”), and a certificate ) setting forth a (i) Seller’s good faith estimate of Closing Cash as of the Reference Time (“Estimated Cash”), (ii) Seller’s good faith estimate of Closing Working Capital Excess or Closing Working Capital Shortfall as of close of business on the Closing Date Reference Time (“Estimated Closing Date Working CapitalCapital Excess” or “Estimated Closing Working Capital Shortfall”, as applicable), (iii) Indebtedness as of the Reference Time (but giving effect to any subsequent incurrence of Indebtedness prior to the Closing) (“Closing Indebtedness”), an estimate of (iv) Transaction Expenses incurred but not paid prior to the Closing Date Cash (“Estimated Closing Date CashTransaction Expenses”), (v) the Change of Control Payments to the extent not paid prior to the Closing (“Closing Change of Control Payments”) and an estimate of Assumed Indebtedness (“Estimated Assumed Indebtedness”)vi) the Initial Closing Date Amount. The Estimated Closing Date Working Capital Statement shall be prepared in accordance with GAAP, as modified the Accounting Principles and be accompanied with reasonable supporting information used by Seller in the accounting policies specified on Schedule 2.3(a) (“Specified Accounting Policies”), preparation of the estimates of each component of the Initial Closing Date Amount and invoices or similar supporting documentation with respect to the extent consistent with GAAP, estimated Closing Transaction Expenses set forth in accordance with the accounting principles, procedures, policies, methods that were employed in preparing the Benchmark Balance Sheet, consistently applied. The Initial Cash Consideration shall be (i)(A) increased dollar for dollar to the extent the Estimated Closing Date Working Capital exceeds the Target Working Capital, or (B) decreased dollar for dollar Statement. Prior to the extent Closing, Purchaser shall have an opportunity to review the Estimated Closing Date Working Capital is less than Statement and discuss such statement with the Target Working Capitalpersons responsible for its preparation, (ii) increased dollar for dollar and Seller shall, and shall cause the Group Companies to, reasonably cooperate with Purchaser in good faith to respond to any questions regarding the Estimated Closing Statement. If Purchaser and Seller mutually agree to any modifications to any items set forth in the Estimated Closing Statement prior to the extent that Closing, the Estimated Closing Date Cash is greater than U.S.$0 Statement shall be revised to reflect such modifications, and (iii) decreased dollar for dollar by the document so modified shall constitute the Estimated Assumed Indebtedness (Closing Statement. Purchaser’s opportunity to review shall in no event delay the Initial Cash Consideration, as adjusted pursuant to this sentence and Section 6.12, Closing or the “Closing Date Cash Consideration”)and if Purchaser and Seller disagree on any items set forth in the Estimated Closing Statement at the end of such review period, without any prejudice to Purchaser’s rights under other clauses of this Section 1.04, Seller’s positions shall be reflected in the Estimated Closing Statement.

Purchase Price Adjustment. (a) At least five Estimated Closing Statement. Parent shall prepare in good faith and shall provide to Buyer no later than three (3) Business Days prior to the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Purchaser a good faith estimated written statement of Working Capital of the Business as of the close of business on the Closing Date (the “Estimated Closing Date Working Capital Statement”), and a certificate together with reasonably detailed supporting information, setting forth a Parent’s good faith estimate estimates of Working Capital (i) the aggregate amount of all Indebtedness outstanding and unpaid as of close of business on the Closing Date (the “Estimated Closing Date Working CapitalIndebtedness”), an estimate including a breakdown of the amount and obligee with respect to each item of Indebtedness; (ii) the aggregate amount of all Transaction Expenses outstanding and unpaid as of the Closing Date Cash (the “Estimated Transaction Expenses”), including a breakdown of the amount and obligee with respect to each Transaction Expense; (iii) the aggregate amount of all Pass Card Liabilities as of the Closing Date Cash”) and an estimate of Assumed Indebtedness (the “Estimated Assumed IndebtednessPass Card Liability Amount”); (iv) the aggregate amount of all Film Equipment Expenses unpaid (whether or not then due and payable) as of the Closing (the “Estimated Film Equipment Expenses”), including a breakdown of the amount and obligee with respect to each Film Equipment Expense; (v) the aggregate amount of all New Theatre Development Expenses (the “Estimated New Theatre Development Expenses”); (vi) the Concession Inventory Amount as of the Closing (the “Estimated Concession Inventory Amount”); (vii) the aggregate amount of all Repair Amounts as of the Closing (the “Estimated Repair Amounts”); (viii) the aggregate amount of all NCM Buyout Obligations (the “Estimated NCM Buyout Amount”), provided that the Estimated NCM Buyout Amount shall not exceed (but may be less than) the NCM Buyout Obligation Cap; and (ix) based on clauses (i) through (viii), a calculation of the resulting Estimated Cash Purchase Price. The Estimated Closing Date Working Capital Statement shall be prepared in accordance with GAAPthe applicable Accounting Principles. Prior to Closing, as modified by the accounting policies specified on Schedule 2.3(a) (“Specified Accounting Policies”), and Parent shall consider in good faith any proposed changes to the extent consistent with GAAP, in accordance with the accounting principles, procedures, policies, methods that were employed in preparing the Benchmark Balance Sheet, consistently applied. The Initial Cash Consideration shall be (i)(A) increased dollar for dollar to the extent the Estimated Closing Date Working Capital exceeds the Target Working Capital, or (B) decreased dollar for dollar to the extent the Estimated Closing Date Working Capital is less than the Target Working Capital, (ii) increased dollar for dollar to the extent that Estimated Closing Date Cash is greater than U.S.$0 and (iii) decreased dollar for dollar Statement proposed by the Estimated Assumed Indebtedness (the Initial Cash Consideration, as adjusted pursuant to this sentence and Section 6.12, the “Closing Date Cash Consideration”)Buyer.

Purchase Price Adjustment. (ai) At least five three (3) Business Days prior to the Closing Date(or, if later, two (2) Business Days after delivery of the Closing Date Notice), Seller shall prepare, or cause to be prepared, prepare and deliver to Purchaser a good faith Buyer (a) an estimated statement consolidated balance sheet of Working Capital of the Business August Cayman Intermediate and its Subsidiaries as of the close of business on the Closing Date Adjustment Calculation Time (the “Estimated Closing Date Working Capital StatementBalance Sheet”), and (b) a certificate statement (the “Estimated Closing Statement”) setting forth a Seller’s good faith estimate of the Closing Net Working Capital as of close of business on (the Closing Date (“Estimated Closing Date Net Working Capital”), an estimate of the Closing Date Cash Net Indebtedness (the “Estimated Closing Date CashNet Indebtedness”) and an estimate of Assumed Indebtedness the Purchase Price resulting therefrom (the “Estimated Assumed IndebtednessPurchase Price”), which Estimated Purchase Price, for the avoidance of doubt, shall be calculated as the result equal to (i) the Base Purchase Price, minus (ii) the Estimated Closing Net Indebtedness, plus (iii) the amount (if any) by which the Estimated Closing Net Working Capital exceeds $78,400,000, minus (iv) the amount (if any) by which $68,400,000 exceeds the Estimated Closing Net Working Capital. The Estimated Closing Date Balance Sheet shall be prepared on a consolidated basis in accordance with GAAP applied on a basis consistent with the methodologies, practices, estimation techniques, assumptions and principles used in the preparation of the Latest Balance Sheet. The Estimated Closing Statement shall, with respect to the Estimated Closing Net Working Capital Statement shall and any Cash included in the Estimated Closing Net Indebtedness, be derived from the Estimated Closing Balance Sheet, and shall, with respect to the Estimated Closing Net Working Capital and the Estimated Closing Net Indebtedness and the Estimated Purchase Price resulting therefrom, be prepared in accordance with GAAPthe definitions in this Agreement. From and after delivery of the Estimated Closing Balance Sheet and the Estimated Closing Statement until the Closing, as modified by the accounting policies specified on Schedule 2.3(a) (“Specified Accounting Policies”)Seller shall, and shall cause the Company Entities to, (1) provide Buyer and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records, supporting data, facilities and employees of the Company Entities (including all work papers and other documents and all relevant personnel responsible for accounting and finance) and the Company Entities’ accountants and advisors, in each case to the extent consistent reasonably requested by Buyer or any of its Representatives in connection with GAAP, in accordance with the accounting principles, procedures, policies, methods that were employed in preparing the Benchmark Balance Sheet, consistently applied. The Initial Cash Consideration shall be (i)(A) increased dollar for dollar to the extent their review of the Estimated Closing Date Working Capital exceeds the Target Working Capital, or (B) decreased dollar for dollar to the extent Balance Sheet and the Estimated Closing Date Working Capital is less than Statement, and (2) cooperate with Buyer and its Representatives in connection with their review of the Target Working Capital, (ii) increased dollar for dollar to the extent that Estimated Closing Date Cash is greater than U.S.$0 Balance Sheet and (iii) decreased dollar for dollar by the Estimated Assumed Indebtedness (the Initial Cash Consideration, as adjusted pursuant to this sentence and Section 6.12, the “Closing Date Cash Consideration”)Statement.

Purchase Price Adjustment. 2.5.1. Estimated Balance Sheet and Estimated Closing Statement. The Company will in good faith prepare and deliver, or cause to be prepared and delivered, to the Buyer not later than three (a3) At least five Business Days prior to the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Purchaser a good faith (a) an estimated statement of Working Capital consolidated balance sheet of the Business as of the close of business on the Closing Date Company (the “Estimated Closing Date Working Capital Balance Sheet”) as of the Balance Sheet Time, and (b) a written statement (the “Estimated Closing Statement”) setting forth in reasonable detail the Company’s good faith estimates of (i) Transaction Expenses (listed by payee) (the “Estimated Transaction Expenses”), and a certificate setting forth a good faith estimate of Working Capital as of close of business on (ii) Transaction Bonus Payments (listed by payee) (the Closing Date (“Estimated Closing Date Working CapitalTransaction Bonus Payments”), an estimate of Closing Date Cash (iii) Company Indebtedness (the “Estimated Closing Date CashCompany Indebtedness”), (iv) Working Capital (the “Estimated Working Capital Amount”) and an estimate of Assumed Indebtedness (v) Cash on Hand (the “Estimated Assumed IndebtednessCash on Hand Amount”), in the case of clauses (iv) and (v), as of the Balance Sheet Time as derived from the Estimated Closing Balance Sheet in accordance with the Accounting Principles. The Estimated Closing Date Balance Sheet, Estimated Transaction Bonus Payments, Estimated Transaction Expenses, Estimated Company Indebtedness, Estimated Working Capital Amount and Estimated Cash on Hand Amount set forth in the Estimated Closing Statement shall (x) will be prepared in accordance with GAAPthe definitions thereof and, as modified by solely in the accounting policies specified on Schedule 2.3(a) (“Specified Accounting Policies”), and to case of the extent consistent with GAAP, in accordance with the accounting principles, procedures, policies, methods that were employed in preparing the Benchmark Estimated Closing Balance Sheet, consistently applied. The Initial Cash Consideration shall be (i)(A) increased dollar for dollar to the extent the Estimated Closing Date Company Indebtedness, Estimated Working Capital exceeds Amount and Estimated Cash on Hand Amount, the Target Working CapitalAccounting Principles in a manner and on a basis consistent with the preparation of the sample balance sheet attached as Schedule 2.5.1(a) hereto (which, or (Bsolely for illustration purposes, assumes the Closing occurred on December 31, 2015) decreased dollar for dollar to the extent the Estimated Closing Date Working Capital is less than the Target Working Capital, (ii) increased dollar for dollar to the extent that Estimated Closing Date Cash is greater than U.S.$0 and (iiiy) decreased dollar for dollar will solely be based on facts and circumstances as they exist prior to Closing and disregard any and all effects on the assets and liabilities of the Company as a result of the Contemplated Transactions (including any financing arrangements entered into by the Estimated Assumed Indebtedness (Buyer or any of its Affiliates in connection with the Initial Cash Consideration, as adjusted pursuant to this sentence and Section 6.12, the “Closing Date Cash Consideration”Contemplated Transactions).

Purchase Price Adjustment. (a) At least five Business Days prior to Following the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Purchaser a good faith estimated statement closing of Working Capital Skyworks’ purchase of 66% FilterCo’s stock from Panasonic described in the Business as of the close of business on the Closing Date Stock Purchase Agreement (the “Estimated Closing Date Working Capital StatementClosing”), the Purchase Price will be increased or decreased by a post-Closing adjustment whereby a Closing net assets calculation will be determined in accordance with Schedule III attached hereto (and is made a certificate setting forth a good faith estimate part of Working Capital the Stock Purchase Agreement as of close of business on the Closing Date Schedule 2.6(b)) (“Estimated Closing Date Working CapitalPurchase Price Adjustment”), an estimate . Schedule III attached hereto shows the estimated Closing balance sheet of the consolidated Filter Business for this Purchase Price Adjustment calculation (the “Target Closing Date Cash (“Estimated Closing Date CashBalance Sheet for PPA”) and the target Closing net assets for this Purchase Price Adjustment calculation (the “Target Closing Net Assets for PPA”) and, as a non-binding reference, an estimate example of Assumed Indebtedness a hypothetical actual Closing balance sheet for the purpose of this Purchase Price Adjustment calculation. Within 90 calendar days following the Closing, Skyworks shall deliver the actual Closing balance sheet for this Purchase Price Adjustment calculation (the “Estimated Assumed IndebtednessActual Closing Balance Sheet for PPA”) and its calculation of the actual Closing net assets (the “Actual Closing Net Assets for PPA”). The Estimated Closing Date Working Capital Statement shall be prepared in accordance Stock Purchase Agreement includes an expedited process for resolving disputes with GAAP, as modified by the accounting policies specified on Schedule 2.3(a) (“Specified Accounting Policies”), and respect to the extent consistent final determination of the actual Closing net assets with GAAPPanasonic having 90 calendar days after its receipt of Skyworks’ calculation of the actual Closing net assets to provide written notice of objection, the parties negotiating in accordance with good faith for 30 calendar days following receipt of any such objection and, if no resolution is reached, referral to an independent valuation firm for a binding determination. If the accounting principlesfinal Actual Closing Net Assets for PPA exceed the Target Closing Net Assets for PPA, procedures, policies, methods that were employed in preparing the Benchmark Balance Sheet, consistently applied. The Initial Cash Consideration shall be (i)(A) increased dollar for dollar Skyworks will pay an amount equal to the extent excess to Panasonic. If the Estimated final Actual Closing Date Working Capital exceeds the Target Working Capital, or (B) decreased dollar Net Assets for dollar to the extent the Estimated Closing Date Working Capital is PPA are less than the Target Working CapitalClosing Net Assets for PPA, (ii) increased dollar for dollar Panasonic will pay to Skyworks an amount equal to the extent that Estimated Closing Date Cash is greater than U.S.$0 and (iii) decreased dollar shortfall. The payment of this Purchase Price Adjustment shall be made in US Dollars as converted from Japanese Yen to US Dollars based on the average exchange rate for dollar by the Estimated Assumed Indebtedness (30 calendar days ending on the Initial Cash Consideration, as adjusted pursuant date prior to this sentence and Section 6.12, the “Closing Date Cash Consideration”)Closing.

Purchase Price Adjustment. (a) At least five three (3) Business Days prior to the Closing Date, Seller the Company shall prepare, or cause to be prepared, prepare and deliver to Purchaser Buyer a good faith estimated statement of Working Capital of the Business as of the close of business on the Closing Date (the “Estimated Closing Date Working Capital Statement”) setting forth in reasonable detail the Company’s good faith estimates of the calculations of Closing Cash-on-Hand (the “Estimated Closing Cash-on-Hand”), and a certificate setting forth a good faith estimate of Working Capital as of close of business on the Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”), the Closing Net Working Capital (the “Estimated Closing Net Working Capital”), an estimate of Closing Date Cash the Company Expenses (the “Estimated Closing Date CashCompany Expenses”) and an estimate the calculation of Assumed Indebtedness the Purchase Price resulting therefrom (the “Estimated Assumed IndebtednessPurchase Price”). The Estimated Closing Date Statement shall also provide, as determined by the Company and Seller Representative, the Pro Rata Portion for each Seller, as well as the Estimated Purchased Units Purchase Price, the Estimated Parthenon Purchased Shares Purchase Price and the Estimated Stellus Purchased Shares Purchase Price. The Estimated Closing Cash-on-Hand, the Estimated Closing Indebtedness, the Estimated Closing Net Working Capital Statement and the Estimated Company Expenses shall each be prepared calculated in accordance with GAAPthe Agreed Accounting Principles and in a manner consistent with the applicable definitions contained in this Agreement. From and after delivery of the Estimated Closing Statement until the Closing, as modified the Company shall use commercially reasonable efforts to (i) provide Buyer and its Representatives with reasonable access to the books and records of the Company Entities and to senior management personnel of the Company Entities, in each case, to the extent reasonably requested by Buyer or any of its Representatives in connection with their review of the accounting policies specified on Schedule 2.3(aEstimated Closing Statement and (ii) provide copies of information, data and work papers (“Specified Accounting Policies”)in each case, subject to the execution of customary confidentiality and work paper access letters, if requested) and to the extent consistent reasonably requested by Buyer in connection with GAAP, in accordance with its review of the accounting principles, procedures, policies, methods that were employed in preparing the Benchmark Balance Sheet, consistently applied. The Initial Cash Consideration shall be (i)(A) increased dollar for dollar Estimated Closing Statement to the extent related to the calculations of Estimated Closing Date Cash-on-Hand, Estimated Closing Indebtedness, Estimated Closing Net Working Capital exceeds the Target Working Capital, or (B) decreased dollar for dollar to the extent the and Estimated Closing Date Working Capital is less than the Target Working Capital, (ii) increased dollar for dollar to the extent that Estimated Closing Date Cash is greater than U.S.$0 and (iii) decreased dollar for dollar by the Estimated Assumed Indebtedness (the Initial Cash Consideration, as adjusted pursuant to this sentence and Section 6.12, the “Closing Date Cash Consideration”)Company Expenses.

Purchase Price Adjustment. (a) At least five Business Days prior to As promptly as practicable, and in any event within ninety (90) days after the Closing Date, Seller the Purchaser shall prepare, or cause to be prepared, prepare and deliver to Purchaser the Seller a good faith estimated statement of Working Capital of the Business as of the close of business on the Closing Date (the “Estimated Closing Date Working Capital Statement”), and a certificate ) setting forth a the Purchaser’s good faith estimate calculation of Closing Cash, Closing Working Capital Capital, Closing Indebtedness, Closing Transaction Expenses and the Final Purchase Price, together with such schedules and data with respect to the determination thereof as of close of business on are appropriate to support the calculations set forth in the Closing Date (“Estimated Closing Date Working Capital”), an estimate of Closing Date Cash (“Estimated Closing Date Cash”) and an estimate of Assumed Indebtedness (“Estimated Assumed Indebtedness”)Statement. The Estimated Closing Date Working Capital Statement shall be prepared in accordance with GAAPthe terms of this Agreement and the Accounting Principles. The parties agree that the purpose of preparing the Closing Statement and determining Closing Cash, as modified Closing Working Capital, Closing Indebtedness and Closing Transaction Expenses and the related adjustments contemplated by this Section 2.04 is to measure the accounting policies specified on Schedule 2.3(a) (“Specified Accounting Policies”)amount of Closing Cash, Closing Working Capital, Closing Indebtedness and to the extent consistent with GAAP, Closing Transaction Expenses in accordance with the terms of this Agreement and the Accounting Principles, and such process is not intended to permit the introduction of different accounting methods, policies, principles, practices, procedures, policiesjudgments, methods classifications or estimation methodologies for the purpose of determining the Closing Cash, Closing Working Capital, Closing Transaction Expenses and Closing Indebtedness other than those set forth in the Accounting Principles. Following the delivery of the Closing Statement, the Purchaser shall provide the Seller and its Representatives with reasonable access (subject to the execution of customary document access letters) to the accounting books and records (including work papers) and other documents that were employed used in preparing the Benchmark Balance Sheetpreparation of, consistently applied. The Initial Cash Consideration shall be (i)(A) increased dollar for dollar or otherwise reasonably relate to, the Closing Statement, to the extent reasonably requested to permit the Estimated Seller to review the Closing Date Working Capital exceeds Statement and the Target Purchaser’s calculation of Closing Cash, Closing Working Capital, or (B) decreased dollar for dollar to Closing Indebtedness, Closing Transaction Expenses and the extent the Estimated Closing Date Working Capital is less than the Target Working Capital, (ii) increased dollar for dollar to the extent that Estimated Closing Date Cash is greater than U.S.$0 and (iii) decreased dollar for dollar by the Estimated Assumed Indebtedness (the Initial Cash Consideration, Final Purchase Price as adjusted pursuant to this sentence and Section 6.12, the “Closing Date Cash Consideration”)set forth therein.

Purchase Price Adjustment. (a) At least five Not less than three Business Days prior to the anticipated Closing Date, Seller shall prepare, or cause to be prepared, prepare in good faith and deliver to Purchaser (x) a good faith estimated statement of Working Capital of the Business as of the close of business on the Closing Date (the “Estimated Closing Date Working Capital Statement”), in form and a certificate substance consistent with the illustrative example set forth on Exhibit C hereto (provided that in the event of any inconsistency between the illustrative example and the Accounting Principles or this Agreement, the Accounting Principles and this Agreement shall control), setting forth a (i) Seller’s good faith estimate of Working Capital as of close of business on the Closing Date Cash (“Estimated Cash”), (ii) Seller’s good faith estimate of Closing Date Working Capital (“Estimated Working Capital”), an (iii) Seller’s good faith estimate of Closing Date Cash (“Estimated Closing Date Cash”) and an estimate of Assumed Indebtedness (“Estimated Assumed Indebtedness”), (iv) Seller’s good faith estimate of the Closing Required Payment Amount (the “Estimated Required Payment Amount”), (v) Seller’s good faith estimate of all Change of Control Payments (the “Estimated Change of Control Payments”) and (vi) the Initial Closing Date Amount, and (y) a statement (the “Estimated Unfunded Employee Liability Statement”) setting forth Seller’s good faith estimate of (i) the Unfunded Defined Benefit Plan Liability Amount (the “Estimated Unfunded Defined Benefit Plan Liability Amount”) and (ii) the Transferred Retiree Medical Liabilities (the “Estimated Retiree Medical Liability Amount”). The Estimated Closing Date Working Capital Statement and the Estimated Unfunded Employee Liability Statement shall be prepared in accordance with GAAP, as modified by the accounting policies specified on Schedule 2.3(a) Accounting Principles (“Specified Accounting Policies”), and to the extent applicable) and this Agreement and shall include a reasonably detailed summary of the calculations made to arrive at, and reasonable supporting documentation for, such amounts. Seller has previously provided or made available to Purchaser prior to the date of this Agreement (x) an illustrative calculation of the Estimated Unfunded Defined Benefit Plan Liability Amount as of December 31, 2018 consistent with GAAPthe Pension Principles and (y) an illustrative calculation of the Estimated Retiree Medical Liability Amount as of December 31, in accordance 2018 consistent with the accounting principles, procedures, policies, methods that were employed in preparing Retiree Medical Principles. In the Benchmark Balance Sheet, consistently applied. The Initial Cash Consideration shall be (i)(A) increased dollar for dollar to event of any conflict between such illustrative calculations and the extent the Estimated Closing Date Working Capital exceeds the Target Working Capital, Pension Principles or (B) decreased dollar for dollar to the extent the Estimated Closing Date Working Capital is less than the Target Working Capital, (ii) increased dollar for dollar to the extent that Estimated Closing Date Cash is greater than U.S.$0 and (iii) decreased dollar for dollar by the Estimated Assumed Indebtedness (the Initial Cash ConsiderationRetiree Medical Principles, as adjusted pursuant to this sentence and Section 6.12applicable, the “Closing Date Cash Consideration”)Pension Principles or Retiree Medical Principles, as applicable, shall control.

Purchase Price Adjustment. (a) At least five Business Days prior to As promptly as practicable and in any event within 90 days after the Closing Date, Seller WEC shall prepare, or cause to be prepared, at its expense prepare and deliver to Purchaser a good faith estimated statement of Working Capital (i) an audited balance sheet of the Business (excluding the assets and liabilities of STC contemplated by Section 5.25) (the "Closing Balance Sheet") as of the close of business on the Closing Date in accordance with GAAP applied on a consistent basis with the Financial Statements and (ii) an audited statement of Net Assets acquired (the "Statement of Net Assets Acquired") setting forth the Closing Balance Sheet with adjustments to eliminate assets not acquired and liabilities not assumed by Purchaser pursuant to the Agreement to arrive at Net Assets Acquired. In addition, a statement (the "Statement") will be prepared and audited setting forth the Net Assets Acquired with adjustments to eliminate all noncurrent assets and all environmental liabilities to arrive at Net Assets (as defined below) as of the close of business on the Closing Date (the “Estimated "Closing Date Working Capital Statement”Net Assets"), together with special purpose reports of WEC's independent auditors to the effect that the Statement of Net Assets Acquired and a certificate setting forth a good faith estimate the Statement have been prepared and audited in compliance with the requirements of Working Capital as this Section 2.5. Purchaser shall cause the employees of close the Business to assist WEC in the preparation of business the Closing Balance Sheet, the Statement of Net Assets Acquired and the Statement and shall provide WEC and its independent auditors on-site access at all reasonable times to the personnel, properties, books and records of the Business for such purposes. Purchaser acknowledges that WEC shall have the primary responsibility and authority for preparing the Closing Balance Sheet, the Statement of Net Assets Acquired and the Statement. During the 60-day period following Purchaser's receipt of the Statement, Purchaser and its independent auditors shall be permitted to review the working papers of WEC and its independent auditors relating to the Statement. The Statement shall become final and binding upon the parties on the 60th day following delivery thereof, unless Purchaser gives written notice of its disagreement with the Statement ("Notice of Disagreement") to WEC prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted, and only include disagreements based on mathematical errors or based on Closing Date (“Estimated Net Assets not being calculated in accordance with this Section 2.5. If a Notice of Disagreement complying with the preceding sentence is received by WEC in the period specified, then the Closing Date Working Capital”), an estimate of Closing Date Cash (“Estimated Closing Date Cash”) and an estimate of Assumed Indebtedness (“Estimated Assumed Indebtedness”). The Estimated Closing Date Working Capital Net Assets set forth in the Statement shall be prepared deemed adjusted as provided in accordance with GAAPthe Notice of Disagreement and that adjusted calculation shall become final and binding upon the parties at 5:00 p.m., as modified by New York City time on the accounting policies specified on Schedule 2.3(atenth (10th) (“Specified Accounting Policies”)day following the date of receipt of the Notice of Disagreement, and unless prior to that time WEC shall have notified Purchaser in writing of its objection to the extent consistent with GAAPNotice of Disagreement. In the event that WEC notifies Purchaser prior to 5:00 p.m., New York City time on the tenth (10th) day following the date of receipt of the Notice of Disagreement of its objection to the Notice of Disagreement, then the Statement as revised in accordance with the accounting principlesresolutions that result from clause (I) or (II) below and the following paragraph shall become final and binding upon the earlier of (I) the date WEC and Purchaser resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (II) the date any disputed matters are finally resolved in writing by the Accounting Firm in accordance with the following paragraph. During the 60-day period following the delivery of a Notice of Disagreement that complies with the preceding paragraph, proceduresWEC and 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 WEC and its independent auditors shall have reasonable on-site access during normal business hours to the personnel, policiesproperties, methods that were employed in preparing books, records, schedules, analyses and working papers of the Benchmark Balance Sheet, consistently applied. The Initial Cash Consideration Business and shall be permitted to review and make copies reasonably required of the working papers of Purchaser or its representatives and its independent auditors (i)(Aif any) increased dollar for dollar relating to the extent preparation of the Estimated Closing Date Working Capital exceeds Notice of Disagreement. If, at the Target Working Capitalend of such 60-day period, or (B) decreased dollar for dollar WEC and Purchaser have not so resolved such differences, WEC and Purchaser shall submit to the extent Accounting Firm for review and resolution any and all matters which remain in dispute and which were properly included in the Estimated Closing Date Working Capital is less than Notice of Disagreement. WEC and Purchaser shall use reasonable efforts to cause the Target Working Capital, (ii) increased dollar for dollar Accounting Firm to render a decision resolving the matters in dispute within 30 days following the submission of such matters to the extent Accounting Firm. WEC and Purchaser agree that Estimated Closing Date Cash judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is greater than U.S.$0 to be enforced. Except as specified in the following sentence, the cost of any arbitration (including the fees and (iiiexpenses of the Accounting Firm) decreased dollar for dollar by the Estimated Assumed Indebtedness (the Initial Cash Consideration, as adjusted pursuant to this sentence Section 2.5 shall be borne by WEC and Section 6.12Purchaser in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the “Closing Date Cash Consideration”)Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. The fees and expenses of WEC's independent auditors incurred in connection with the issuance of their special purpose report relating to the Statement and review of any Notice of Disagreement shall be borne by WEC, and the fees and expenses of Purchaser's independent auditors incurred in connection with their review of the Statement shall be borne by Purchaser.

Purchase Price Adjustment. (a) At least Within the later of (i) ninety (90) days after the Closing Date and (ii) five Business Days prior (5) days following the receipt from Xxxxxx of the Final Pension Underfunding Amount, the Buyer shall deliver to the Seller a statement (the “Post-Closing Statement”), setting forth the Buyer’s good faith determination of (i) Closing Working Capital and the resulting Working Capital Overage or Working Capital Underage, (ii) Closing Cash, (iii) Closing Indebtedness, (iv) the Company Expenses and (v) the Estimated Purchase Price calculated in accordance with Section 2.1(a), using the amounts of Closing Working Capital and the resulting Working Capital Overage or Working Capital Underage, Closing Cash, Closing Indebtedness and the Company Expenses as set forth in the Post-Closing Statement, as applicable, instead of the estimated amounts for each such item used in calculating the Estimated Purchase Price in the Pre-Closing Statement, in each case of the foregoing clauses (i) through (v), prepared in accordance with the definitions set forth herein, and including reasonable supporting detail of all of the foregoing. The Buyer shall not amend, supplement or modify the Post-Closing Statement following its delivery to the Seller. The Buyer and the Seller acknowledge that no adjustments shall be made to the Working Capital Target Amount. Once the Buyer has delivered the Post-Closing Statement, the Post-Closing Statement shall be deemed irrevocable by the Buyer for purposes of the calculation of the Final Purchase Price, and the Buyer shall be foreclosed and barred in all respects from amending, supplementing or modifying the Post-Closing Statement and related calculations following delivery to the Seller; provided, that the Post-Closing Statement may be revised in accordance with Section 2.3(b). The Buyer and the Seller shall jointly engage Xxxxxx to prepare a calculation of the Final Pension Underfunding Amount as of the Closing Date, and shall use reasonable efforts to cause Xxxxxx to deliver such calculation to the Seller and the Buyer no later than seventy-five (75) days after the Closing Date. The Final Pension Underfunding Amount as determined by Xxxxxx shall preparebe final, conclusive and binding on the Parties, absent a showing of fraud or cause to be preparedmanifest error, and deliver shall be the used as the amount of Indebtedness pursuant to Purchaser a good faith estimated statement of Working Capital clause (vi) of the Business as definition of Indebtedness for purposes of calculation of the close of business on the Closing Date (the “Estimated Closing Date Working Capital Statement”), and a certificate setting forth a good faith estimate of Working Capital as of close of business on the Closing Date (“Estimated Closing Date Working Capital”), an estimate of Closing Date Cash (“Estimated Closing Date Cash”) and an estimate of Assumed Indebtedness (“Estimated Assumed Indebtedness”). The Estimated Closing Date Working Capital Statement shall be prepared in accordance with GAAP, as modified by the accounting policies specified on Schedule 2.3(a) (“Specified Accounting Policies”), and to the extent consistent with GAAP, in accordance with the accounting principles, procedures, policies, methods that were employed in preparing the Benchmark Balance Sheet, consistently applied. The Initial Cash Consideration shall be (i)(A) increased dollar for dollar to the extent the Estimated Closing Date Working Capital exceeds the Target Working Capital, or (B) decreased dollar for dollar to the extent the Estimated Closing Date Working Capital is less than the Target Working Capital, (ii) increased dollar for dollar to the extent that Estimated Closing Date Cash is greater than U.S.$0 and (iii) decreased dollar for dollar by the Estimated Assumed Indebtedness (the Initial Cash Consideration, as adjusted pursuant to this sentence and Section 6.12, the “Closing Date Cash Consideration”).

Purchase Price Adjustment. (a) At least the Closing, the Company shall deliver to the Purchaser a calculation of the Tangible Net Worth of the Company as of the Closing, which calculation shall be reasonably acceptable to the Purchaser. If the Tangible Net Worth of the Company as shown in such calculation shall exceed $1,000,000, the Purchaser shall thereupon deliver to the Representative on behalf of the Stockholders a promissory note in the form of Exhibit E hereto (the "Note") in the principal amount equal to the amount by which the Tangible Net Worth of the Company exceeds $1,000,000, which Note shall be payable in full within five Business Days prior days after the Reconciliation Date. All obligations under the Note shall thereupon be assigned to and assumed by the Company, and the Purchaser shall remain obligated thereunder. Promptly after the Closing Date, Seller the Company shall prepare, or cause Ernst & Young LLP to be prepared, and deliver to Purchaser a good faith estimated statement of Working Capital of prepare an unaudited balance sheet (the Business "Closing Balance Sheet") for the Company as of the close of business on the Closing Date (the “Estimated Closing Date Working Capital Statement”), and a certificate setting forth a good faith estimate of Working Capital as of close of business on the Closing Date (“Estimated Closing Date Working Capital”), an estimate of Closing Date Cash (“Estimated Closing Date Cash”) and an estimate of Assumed Indebtedness (“Estimated Assumed Indebtedness”)Date. The Estimated Closing Date Working Capital Statement Balance Sheet shall be prepared in accordance with GAAPGAAP consistently applied. If the Tangible Net Worth of the Company, as modified by shown on the accounting policies specified on Schedule 2.3(a) (“Specified Accounting Policies”), and to the extent consistent with GAAP, in accordance with the accounting principles, procedures, policies, methods that were employed in preparing the Benchmark Closing Balance Sheet, consistently applied. The Initial Cash Consideration shall differ from the calculation of the Company's Tangible Net Worth made on the Closing Date, the principal amount of the Note shall be (i)(A) increased dollar for dollar to or decreased accordingly, so that the extent principal amount of the Estimated Note, as so adjusted, reflects the amount by which the Tangible Net Worth of the Company as shown on the Closing Balance Sheet exceeds $1,000,000. If the Tangible Net Worth as calculated on the Closing Date Working Capital shall not have exceeded $1,000,000, as a result of which no Note was issued on the Closing Date, but the Tangible Net Worth shown on the Closing Balance Sheet exceeds $1,000,000, a Note in the Target Working Capital, or (B) decreased dollar for dollar to the extent the Estimated Closing Date Working Capital is less than the Target Working Capital, (ii) increased dollar for dollar to the extent that Estimated Closing Date Cash is greater than U.S.$0 and (iii) decreased dollar for dollar principal amount of such excess shall be issued by the Estimated Assumed Indebtedness (Purchaser and assigned to and assumed by the Initial Cash ConsiderationCompany, as adjusted pursuant to this sentence and Section 6.12, the “Closing Date Cash Consideration”)Purchaser shall remain obligated thereunder.

Purchase Price Adjustment. (a) At least five (5) Business Days prior to the Closing DateClosing, Seller Trimble shall prepare, or cause to be prepared, prepare and deliver to Purchaser AGCO a good faith estimated statement of Working Capital of the Business as of the close of business on the Closing Date (the “Estimated Company Closing Date Working Capital Statement”) in substantially the form and calculated in accordance with accounting principles, policies, practices, procedures, classifications and methodologies attached hereto as Exhibit G, setting forth its good faith estimates of the Company Closing Cash (the “Estimated Company Closing Cash”), and a certificate setting forth a good faith estimate of the Company Closing Indebtedness (the “Estimated Company Closing Indebtedness”), the Company Closing Working Capital as of close of business on (the Closing Date (“Estimated Company Closing Date Working Capital”) and the Company Closing Transaction Expenses (the “Estimated Company Closing Transaction Expenses”), in each case, with such estimates calculated based on Cash, Indebtedness, Working Capital and Transaction Expenses as of the prior month’s end close, which statement shall contain (i) an estimate estimated balance sheet of the Company as of the end of the prior month after giving effect to the Carve-Out Restructuring (but without giving effect to the JCA Contribution and excluding the Brazil Business), and (ii) a calculation of the Estimated Company Closing Date Cash, the Estimated Company Closing Indebtedness, the Estimated Company Closing Working Capital and the Estimated Company Closing Transaction Expenses, in each case, as of the prior month’s end close, together with reasonable supporting documentation. Following the delivery of the Estimated Company Closing Statement, Trimble shall make its representatives reasonably available to AGCO to discuss the calculations contained in the Estimated Company Closing Statement, and the Parties shall consider in good faith the other Party’s comments to the Estimated Company Closing Statement. If any adjustments are made to the Estimated Company Closing Statement by Trimble following the good faith discussion of the Parties prior to the Closing, such adjusted Estimated Company Closing Statement shall thereafter become the Estimated Company Closing Statement for all purposes of this Section 2.7. (b) At least five (5) Business Days prior to the Closing, AGCO shall prepare and deliver to Trimble a statement (the “Estimated JCA Closing Statement”) in substantially the form and calculated in accordance with accounting principles, policies, practices, procedures, classifications and methodologies attached hereto as Exhibit G, setting forth its good faith estimates of the JCA Closing Cash (the “Estimated JCA Closing Date Cash”), the JCA Closing Indebtedness (the “Estimated JCA Closing Indebtedness”), the JCA Closing Working Capital (the “Estimated JCA Closing Working Capital”) and an estimate of Assumed Indebtedness the JCA Closing Transaction Expenses (the “Estimated Assumed Indebtedness”). The Estimated JCA Closing Date Working Capital Statement shall be prepared in accordance with GAAP, as modified by the accounting policies specified on Schedule 2.3(a) (“Specified Accounting PoliciesTransaction Expenses”), which statement shall contain (i) an estimated balance sheet of the JCA Entities as of the Closing and giving effect to the extent consistent with GAAPJCA Contribution, in accordance with the accounting principles, procedures, policies, methods that were employed in preparing the Benchmark Balance Sheet, consistently applied. The Initial Cash Consideration shall be (i)(A) increased dollar for dollar to the extent the Estimated Closing Date Working Capital exceeds the Target Working Capital, or (B) decreased dollar for dollar to the extent the Estimated Closing Date Working Capital is less than the Target Working Capital, and (ii) increased dollar for dollar to the extent that Estimated Closing Date Cash is greater than U.S.$0 and (iii) decreased dollar for dollar by a calculation of the Estimated Assumed Indebtedness (the Initial Cash Consideration, as adjusted pursuant to this sentence and Section 6.12JCA Closing Cash, the “Estimated JCA Closing Date Cash Consideration”)Indebtedness, the Estimated JCA Closing Working Capital and the Estimated JCA Closing Transaction Expenses, in each case, together with reasonable supporting documentation.

Purchase Price Adjustment. (a) At least five Business Days prior to the Closing Date, Seller the Company shall prepareprepare and deliver, or shall cause to be preparedprepared and delivered, and deliver to Purchaser the Parent a good faith estimated statement of Working Capital of the Business as of the close of business on the Closing Date (the “Estimated Closing Date Working Capital Statement”)) setting forth, in reasonable detail and a certificate setting forth a accompanied by reasonably detailed backup documentation, the Company’s calculation of its good faith estimate of Working Capital as of close of business on (i) the Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”), (ii) the Transaction Expenses (the “Estimated Transaction Expenses”), (iii) the Working Capital (the “Estimated Working Capital”), an estimate including a calculation of the Estimated Working Capital Deficit or the Estimated Working Capital Excess, as the case may be, (iv) the Closing Date Cash (the “Estimated Closing Date Cash”) and an estimate (v) the Purchase Price resulting therefrom; provided that, if the Parent indicates in writing to the Company at least two Business Days prior to the Closing that it does not agree with the Company’s calculation of Assumed Indebtedness (“the Estimated Assumed Indebtedness”)Working Capital or the Purchase Price, then the Parent and the Company shall use commercially reasonable efforts to mutually reconcile such dispute and if any adjustments are made thereto, then the adjusted calculation of the Estimated Working Capital and/or the Purchase Price, as so mutually reconciled, shall be the Estimated Working Capital and/or the Purchase Price; provided, however, that if the Parties cannot agree on the calculation of the Estimated Working Capital or the Purchase Price on or prior to the Business Day prior to the Closing, then the Company’s calculation of the Estimated Working Capital and the Purchase Price delivered pursuant to this Section 3.5(a) shall be deemed the Estimated Working Capital and the Purchase Price for purposes of the Closing. The Estimated Closing Date Working Capital Statement shall be prepared in accordance with GAAP, as modified by the accounting policies specified on Schedule 2.3(a) (“Specified Accounting Policies”), and to the extent consistent with GAAP, in accordance with the accounting principles, procedures, policies, methods that were employed in preparing the Benchmark Balance Sheet, consistently applied. The Initial Cash Consideration shall be (i)(A) increased dollar for dollar to the extent the Estimated Closing Date An illustrative example calculation of Working Capital exceeds calculated as if the Target Working CapitalClosing had occurred on December 31, or (B) decreased dollar for dollar to the extent the Estimated Closing Date Working Capital 2023 is less than the Target Working Capital, (ii) increased dollar for dollar to the extent that Estimated Closing Date Cash is greater than U.S.$0 and (iii) decreased dollar for dollar by the Estimated Assumed Indebtedness (the Initial Cash Consideration, as adjusted pursuant to this sentence and Section 6.12, the “Closing Date Cash Consideration”).set forth on Exhibit D

Purchase Price Adjustment. (a) At least five Business Days prior to Within 75 days after the Closing Date, the Buyer will prepare and deliver to the Seller shall preparea draft balance sheet (the “Draft Closing Date Balance Sheet”) for the Company as of the Adjustment Time (determined on a pro forma basis as though the Parties had not consummated the transactions contemplated by this Agreement) along with a statement (the “Draft Closing Statement”) setting forth the Buyer’s calculation of (i) the Closing Cash, (ii) the Closing Indebtedness, (iii) the Transaction Expenses, (iv) the Net Working Capital, and (v) a recalculation of the Estimated Purchase Price using these recalculated numbers in place of the Estimated Closing Cash, the Estimated Closing Indebtedness, the Estimated Transaction Expenses and the Estimated Closing Net Working Capital. The Buyer will prepare the Draft Closing Date Balance Sheet using the accounting policies applied by the Company in preparing the Most Recent Balance Sheet and will calculate the Net Working Capital in accordance with the sample calculation set forth on Schedule 2.4(a), using the same components (i.e., line items), adjustments and methodologies used in the calculation of the Estimated Closing Net Working Capital (without introduction of new or different accounting methods, policies, practices, procedures, classifications, judgments, or estimation methodologies). The Buyer will make available to the Seller and its accountants the work papers and back-up materials used in preparing the Draft Closing Date Balance Sheet and the Draft Closing Statement. The Draft Closing Date Balance Sheet and the Draft Closing Statement will entirely disregard (x) any and all effects on the assets or liabilities of the Company as a result of the transactions contemplated by this Agreement or of any financing or refinancing arrangements entered into at any time by the Buyer or any other transaction entered into by the Buyer in connection with the consummation of the transactions contemplated by this Agreement, and (y) any of the plans, transactions, or changes that the Buyer intends to initiate or make or cause to be prepared, and deliver initiated or made after the Closing with respect to Purchaser a good faith estimated statement of Working Capital the Company or the business of the Business as of the close of business on the Closing Date (the “Estimated Closing Date Working Capital Statement”)Company or its assets, and a certificate setting forth a good faith estimate of Working Capital as of close of business on the Closing Date (“Estimated Closing Date Working Capital”), an estimate of Closing Date Cash (“Estimated Closing Date Cash”) and an estimate of Assumed Indebtedness (“Estimated Assumed Indebtedness”). The Estimated Closing Date Working Capital Statement shall be prepared in accordance with GAAP, as modified by the accounting policies specified on Schedule 2.3(a) (“Specified Accounting Policies”), and or any facts or circumstances that are unique or particular to the extent consistent with GAAP, in accordance with the accounting principles, procedures, policies, methods that were employed in preparing the Benchmark Balance Sheet, consistently appliedBuyer or any of its assets or liabilities. The Initial Cash Consideration shall be (i)(A) increased dollar for dollar to the extent the Estimated Closing Date Working Capital exceeds the Target Working Capital, or (B) decreased dollar for dollar to the extent the Estimated Closing Date Working Capital is less than the Target Working Capital, (ii) increased dollar for dollar to the extent that Estimated Closing Date Cash is greater than U.S.$0 and (iii) decreased dollar for dollar by the Estimated Assumed Indebtedness (the Initial Cash Consideration, as adjusted pursuant to this sentence and Section 6.12, the “Closing Date Cash Consideration”).Table of Contents

Purchase Price Adjustment. (a) At least Pre-Closing Statements. Not later than five (5) Business Days prior to the Closing Date, Seller the Company shall prepare, or cause have prepared and delivered to be prepared, and deliver to the Purchaser a good faith an estimated statement of Working Capital balance sheet in accordance with GAAP of the Business Company and its Subsidiaries as of 11:59 P.M. Eastern Time on the close of business on date immediately preceding the Closing Date (the “Estimated Closing Date Working Capital StatementBalance Sheet”), and together with a certificate statement (the “Estimated Closing Statement”) setting forth a the Company’s good faith estimate of of: (i) the Closing Working Capital as of close of business on (the Closing Date (“Estimated Closing Date Working Capital”), an estimate of and the resulting estimated Working Capital Adjustment (the “Estimated Working Capital Adjustment”); (ii) the Closing Date Cash Indebtedness (the “Estimated Closing Date Cash”) and an estimate of Assumed Indebtedness (“Estimated Assumed Indebtedness”); (iii) the Closing Seller Transaction Expenses (the “Estimated Closing Seller Transaction Expenses”); (iv) the Closing Cash (the “Estimated Closing Cash”); and (v) based on the foregoing, the amount, and the calculation of, the Estimated Closing Purchase Price and Sellers’ Closing Consideration (the “Estimated Sellers’ Closing Consideration”), and the Closing Payments in accordance with Section 1.2 and Section 1.3, respectively. Following delivery by the Company of the Estimated Closing Balance Sheet and Estimated Closing Statement and before the Closing, the Sellers shall cause the Company’s senior executive officers and all relevant accounting and financial personnel to be reasonably available for inquiries from and discussions with Representatives of the Purchaser relating to the Estimated Closing Balance Sheet and the Estimated Closing Statement and the Company shall consider in good faith, and consult with Purchaser regarding, any comments made by such Representatives of the Purchaser and, to the extent the Company makes any changes to the Estimated Closing Balance Sheet and the Estimated Closing Statement as a result thereof, the Company shall deliver an updated version of the Estimated Closing Balance Sheet and the Estimated Closing Statement, as applicable; provided, that in no event shall the Company be obligated to make any change to the Estimated Closing Balance Sheet or the Estimated Closing Statement based on such comments. The Estimated Closing Date Working Capital Balance Sheet and the Estimated Closing Statement shall be prepared in accordance with GAAP, as modified by the accounting policies specified on Schedule 2.3(a) (“Specified Accounting Policies”), and to the extent consistent with GAAP, in accordance with the accounting principles, procedures, policies, methods that were employed in preparing the Benchmark Balance Sheet, consistently applied. The Initial Cash Consideration shall be (i)(A) increased dollar for dollar to the extent the Estimated Closing Date Working Capital exceeds the Target Working Capital, or (B) decreased dollar for dollar to the extent the Estimated Closing Date Working Capital is less than the Target Working Capital, (ii) increased dollar for dollar to the extent that Estimated Closing Date Cash is greater than U.S.$0 and (iii) decreased dollar for dollar by the Estimated Assumed Indebtedness (the Initial Cash Consideration, as adjusted pursuant to this sentence and Section 6.12, the “Closing Date Cash Consideration”)Principles.

Purchase Price Adjustment. (a) At least five three (3) Business Days prior to the Closing Date, Seller Horizon shall prepare, or cause to be prepared, and Horizon shall deliver to Purchaser Pasha Parent a good faith estimated statement of Working Capital of the Business as of the close of business on the Closing Date (the “Estimated Preliminary Closing Date Working Capital Statement”), and a certificate ) setting forth (i) a good good-faith estimate of (A) Net Working Capital as of close of business on the Closing Date (“Estimated Closing Date Net Working Capital”), an estimate of Closing Date Cash (B) Hawaii Capital Expenditures (“Estimated Closing Date CashHawaii Capital Expenditures”), (C) and an estimate Excess Out of Assumed Indebtedness Class Defect Cost (the “Estimated Assumed IndebtednessExcess Out of Class Defect Cost”). The , (D) Non-Ordinary Course Expenses and Liabilities (the “Estimated Closing Date Working Capital Statement shall be prepared in accordance with GAAP, as modified by the accounting policies specified on Schedule 2.3(a) (“Specified Accounting PoliciesNon-Ordinary Course Expenses and Liabilities”), and to (E) Paid Non-Ordinary Course Liabilities (the extent consistent with GAAP“Estimated Paid Non-Ordinary Course Expenses and Liabilities”), in accordance with each determined as of the accounting principlesClosing Date, procedures, policies, methods that were employed in preparing based on Horizon’s books and records and other information available at the Benchmark Balance Sheet, consistently applied. The Initial Cash Consideration shall be (i)(A) increased dollar for dollar to the extent the Estimated Closing Date Working Capital exceeds the Target Working Capital, or (B) decreased dollar for dollar to the extent the Estimated Closing Date Working Capital is less than the Target Working CapitalClosing, (ii) increased dollar for dollar to the extent that Estimated Additional Closing Date Cash is greater than U.S.$0 and Payment Amount, (iii) decreased dollar for dollar by an estimate of Transaction AMT (the “Estimated Transaction AMT”) and (iv) on the basis of the foregoing, a calculation of the Estimated Assumed Indebtedness Purchase Price. An illustrative example of a Preliminary Closing Statement and a calculation of Net Working Capital, Hawaii Capital Expenditures, Excess Out of Class Defect Cost, Non-Ordinary Course Expenses and Liabilities, Paid Non-Ordinary Course Expenses and Liabilities, Additional Closing Payment Amount, Estimated Transaction AMT and Estimated Purchase Price is set forth as Exhibit B (the Initial Cash Consideration“Sample Statement”). Estimated Net Working Capital, as adjusted pursuant to this sentence Estimated Hawaii Capital Expenditures, Estimated Excess Out of Class Defect Cost, Estimated Non-Ordinary Course Expenses and Section 6.12Liabilities and Estimated Paid Non-Ordinary Course Expenses and Liabilities shall be calculated on a basis consistent with Schedule 1.4(a), the “Sample Statement and the Applicable Accounting Principles. Prior to the Closing, Horizon and Pasha Parent in good faith shall seek to resolve any differences that they may have with respect to the computation of any of the items in the Preliminary Closing Date Cash Consideration”)Statement.

Purchase Price Adjustment. (a) At least five Business Days prior to On the business day immediately preceding the Closing Date, Seller shall prepare, or cause to be prepared, prepare and deliver to Purchaser a good faith PRGI, an estimated cash flow statement of Working Capital total cash received by Seller in respect of the Business less total cash disbursements for the period from and including the Effective Date to and including the day immediately preceding the Closing Date (the "Interim Period Cash Flow"), detailing all such amounts by category of payment (the "Cash Flow Statement"). PRGI shall be entitled to reimbursement, at Closing, of the Interim Period Cash Flow, plus the following cash payments made in respect of the Business during the period from and including the Effective Date to and including the day immediately preceding the Closing Date: (i) the amount, if any, by which disbursements to Owners during said period exceed the amount of any cash or cash equivalents in the Business as of the close of business on August 31, 1998 and (ii) any amounts paid during the period from and including the Effective Date to and including the Closing Date in respect of the following liabilities: (A) Seller Transaction Expenses, (B) non-trade payables (meaning those not directly related to the “Estimated Closing Business to be acquired by PRGI pursuant hereto), (C) non-trade accrued expenses (meaning those not directly relating ed to the Business to be acquired by PRGI pursuant hereto), (D) commissions payable as of the Effective Date Working Capital Statement”in respect of accounts receivable collected by Seller prior to the Effective Date; (E) all amounts owed to any Owners under the Principal Agreement or otherwise (except for advances by Owners used to pay normal trade payables of Seller directly relating to the Business to be acquired by PRGI incurred on or after the Effective Date or advances made to Associates or Employees on or after the Effective Date), and a certificate setting forth a good faith estimate (F) all amounts owed to Persons other than Owners (except for normal trade payables directly relating to the Business to be acquired by PRGI pursuant hereto incurred in the ordinary course of Working Capital as of close of business on the Closing Date (“Estimated Closing Date Working Capital”), an estimate of Closing Date Cash (“Estimated Closing Date Cash”) and an estimate of Assumed Indebtedness (“Estimated Assumed Indebtedness”). The Estimated Closing Date Working Capital Statement shall be prepared in accordance with GAAP, as modified by the accounting policies specified on Schedule 2.3(abusiness) (“Specified Accounting Policies”)collectively, and to the extent consistent with GAAP"Interim Period Reimbursable Liabilities," which, in accordance together with the accounting principlesInterim Period Cash Flow, procedures, policies, methods that were employed in preparing is referred to herein as the Benchmark Balance Sheet, consistently applied. The Initial Cash Consideration shall be (i)(A) increased dollar for dollar to the extent the Estimated Closing Date Working Capital exceeds the Target Working Capital, or (B) decreased dollar for dollar to the extent the Estimated Closing Date Working Capital is less than the Target Working Capital, (ii) increased dollar for dollar to the extent that Estimated Closing Date Cash is greater than U.S.$0 and (iii) decreased dollar for dollar by the Estimated Assumed Indebtedness (the Initial Cash Consideration, as adjusted pursuant to this sentence and Section 6.12, the “Closing Date Cash Consideration”"Reimbursable Cash").

Purchase Price Adjustment. (a) At least five three (3) Business Days prior before the Closing, the Equityholder Representative shall prepare and deliver to Buyer (i) an estimated balance sheet of the Company Entities as of the Closing Date, Seller shall prepare, or cause which balance sheet will be prepared in accordance with the Accounting Principles (without giving effect to be prepared, the transactions contemplated herein) and deliver to Purchaser (ii) a good faith estimated statement of Working Capital of the Business as of the close of business on the Closing Date (the “Estimated Closing Date Working Capital Statement”) setting forth its good faith estimate of: (1) the Closing Indebtedness (the “Estimated Closing Indebtedness”), and a certificate setting forth a good faith estimate of Working Capital as of close of business on (2) the Closing Date Cash Amount (the “Estimated Closing Date Cash Amount”), (3) the Closing Net Working Capital (the “Estimated Closing Net Working Capital”), an estimate of (4) the Closing Date Cash Transaction Expenses (the “Estimated Closing Date CashTransaction Expenses”), (5) the Estimated Closing Net Working Capital Adjustment and an estimate (6) the corresponding sum of Assumed the Estimated Closing Cash Amount plus the Estimated Closing Net Working Capital Adjustment minus the Estimated Closing Indebtedness minus the Estimated Closing Transaction Expenses (such sum, the “Estimated Assumed IndebtednessPrice Adjustment Amount”). The Estimated Closing Date Working Capital Statement shall be , in each case (x) together with reasonable supporting documentation used by the Equityholder Representative in the preparation thereof, including the basis on which such estimates were prepared and reasonably detailed calculations in support thereof and (y) prepared in accordance with GAAP, as modified by the accounting policies specified on Schedule 2.3(a) (“Specified Accounting Policies”), and to the extent consistent with GAAP, in accordance with the accounting principles, procedures, policies, methods that were employed in preparing the Benchmark Balance Sheet, consistently appliedterms of this Agreement. The Initial Cash Consideration shall be (i)(A) increased dollar for dollar to the extent Exhibit 2.5-A sets forth a calculation of the Estimated Closing Date Net Working Capital exceeds as if the Target Working CapitalClosing Date were to have occurred on November 30, or (B) decreased dollar 2020 and the amounts stated therein are for dollar to illustrative purposes only. Following the extent delivery of the Estimated Closing Date Working Capital is less than Statement, the Target Working CapitalEquityholder Representative will reasonably and in good faith consider any queries of Buyer or its representatives or any comments, (ii) increased dollar for dollar if any, with respect to the extent that computation of any of the items set forth in the Estimated Closing Date Cash is greater than U.S.$0 Statement prior to the Closing; provided that any related dispute shall not delay or prevent the Closing and (iii) decreased dollar for dollar by unless the Equityholder Representative and Buyer otherwise agree, the amounts set forth in the Estimated Assumed Indebtedness Closing Statement shall be used for the purpose of Closing (it being understood that Buyer shall not be prejudiced in raising, or lose any right to raise, any issues, objections, changes or judgments in its calculations following the Initial Cash Consideration, as adjusted pursuant to this sentence and Section 6.12, the “Closing Date Cash Consideration”Closing).

Purchase Price Adjustment. (a) At least three (3) Business Days, but no more than five (5) Business Days Days, prior to the Closing DateClosing, Seller the Company shall prepare, or cause to be prepared, prepare and deliver to Purchaser a good faith Buyer (i) an estimated statement of Working Capital consolidated balance sheet of the Business Company Entities as of the close of business on the Closing Date Adjustment Calculation Time (the “Estimated Closing Date Working Capital StatementBalance Sheet”), and (ii) a certificate setting forth a good faith estimate of Working Capital as of close of business on statement (the Closing Date (“Estimated Closing Date Statement”) setting forth in reasonable detail the Company’s good faith estimates of the Closing Cash-on-Hand (the “Estimated Closing Cash-on-Hand”), the Closing Indebtedness (the “Estimated Closing Indebtedness”), the Closing Net Working Capital (the “Estimated Closing Net Working Capital”) and the calculation of the Purchase Price resulting therefrom (the “Estimated Purchase Price”), an estimate of Closing Date Cash (“in each case, based on the Estimated Closing Date Cash”) Balance Sheet and an estimate of Assumed Indebtedness (“including the Estimated Assumed Indebtedness”)Purchased Shares Purchase Price, the Estimated CoVant Series LGS Purchased Units Purchase Price, the Estimated Legos Holdings Purchased Units Purchase and each Seller’s Pro Rata Portion. The Estimated Closing Date Balance Sheet, the Estimated Closing Cash-on-Hand, the Estimated Closing Indebtedness and the Estimated Closing Net Working Capital Statement shall each be prepared in accordance with GAAP, as modified by the accounting policies specified on Schedule 2.3(a) (“Specified Accounting Policies”), and to the extent consistent with GAAP, calculated in accordance with the accounting principlesAgreed Accounting Principles and in a manner consistent with the applicable definitions contained in this Agreement. From and after delivery of the Estimated Closing Balance Sheet and the Estimated Closing Statement until the Closing, proceduresthe Company shall (x) provide Buyer and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of the Company Entities and to senior management personnel of the Company Entities, policiesin each case, methods that were employed in preparing the Benchmark Balance Sheet, consistently applied. The Initial Cash Consideration shall be (i)(A) increased dollar for dollar to the extent reasonably requested by Buyer or any of its Representatives in connection with their review of the Estimated Closing Date Working Capital exceeds the Target Working Capital, or (B) decreased dollar for dollar to the extent Balance Sheet and the Estimated Closing Date Working Capital is less Statement, and (y) cooperate with Buyer and its Representatives in connection with their review of the Estimated Closing Balance Sheet and the Estimated Closing Statement. Provided that Buyer pays the Purchase Price in accordance with the amounts set forth in the Estimated Closing Statement, Buyer’s obligation to pay the Purchase Price shall be deemed satisfied, Buyer shall not be responsible or have any liability to any Person for the division of such proceeds and Buyer shall own the Purchased Securities, free and clear of all Liens (other than Liens (i) arising under the Target Working Capital, Securities Act and applicable state securities Laws or (ii) increased dollar for dollar created or incurred by, or at the direction of, Buyer). Any disputes among the Sellers with respect to the extent that Estimated Closing Date Cash is greater than U.S.$0 and (iii) decreased dollar for dollar by allocation of the Estimated Assumed Indebtedness (Purchase Price among such Sellers shall not interfere in any way with, or give rise to any claim or right upon, Buyer’s ownership of the Initial Cash Consideration, as adjusted pursuant to this sentence and Section 6.12, the “Closing Date Cash Consideration”)Purchased Securities.

Purchase Price Adjustment. (a) At least five Business Days prior to Within 75 days after the Closing Date, Seller Buyer shall prepare, or cause to be prepared, prepare and deliver to Purchaser Sellers a good faith estimated statement setting forth its calculation of Working Capital of the Business as of the close of business on the Closing Date closing working capital (the “Estimated Closing Date Working Capital”), which statement shall be substantially in the form of Exhibit A (the “Closing Working Capital Statement”), and a certificate setting forth a good faith estimate of Working Capital as of close of business on the Closing Date (“Estimated Closing Date Working Capital”), an estimate of Closing Date Cash (“Estimated Closing Date Cash”) and an estimate of Assumed Indebtedness (“Estimated Assumed Indebtedness”). The Estimated Closing Date Working Capital Statement shall be prepared in accordance with GAAPthe income tax basis of accounting (the “Company Accounting Method”) applied on a consistent basis with the Financial Statements and in the form set forth on Exhibit A. Sellers shall have the right to participate in and observe the process of the preparation of the Closing Working Capital Statement, including (if applicable) the taking of a physical inventory and the pricing thereof, and such access as modified by they may reasonably request to any books, records, work papers or other information relating to the accounting policies specified Closing Working Capital Statement. Sellers shall have 30 days following the receipt of such Closing Working Capital Statement to review the Closing Working Capital Statement. If Sellers agree on Schedule 2.3(athe calculation of the Closing Working Capital as set forth in the Closing Working Capital Statement, such calculation shall be binding on the parties. If Sellers do not agree with the calculation of the Closing Working Capital, then Sellers shall provide Buyer with a written notice of disagreement (the “Working Capital Notice”) specifying in reasonable detail the items of disagreement and the reasons therefor prior to the expiration of the 30 day period. If Sellers do not deliver the Working Capital Notice within the aforementioned 30 day period, then Sellers will be deemed to have accepted Buyer’s calculation of the Closing Working Capital. During the 15 day period following delivery and receipt of the Working Capital Notice (the “Specified Accounting PoliciesResolution Period”), Buyer and Sellers shall use their good faith efforts to resolve any disputed issues as to the extent consistent with GAAPcalculation of the Closing Working Capital. If during the Resolution Period, in accordance with Buyer and Sellers agree on the accounting principles, procedures, policies, methods that were employed in preparing calculation of the Benchmark Balance Sheet, consistently applied. The Initial Cash Consideration shall be (i)(A) increased dollar for dollar to the extent the Estimated Closing Date Working Capital exceeds the Target Working Capital, or (B) decreased dollar such determination shall be final and binding on the parties. Sellers shall be given reasonable access to Buyer’s books and records and accountant work papers necessary for dollar to the extent the Estimated calculation and verification of Closing Date Working Capital is less than the Target Working Capital, (ii) increased dollar for dollar including accountant work papers necessary to the extent that Estimated Closing Date Cash is greater than U.S.$0 and (iii) decreased dollar for dollar by the Estimated Assumed Indebtedness (the Initial Cash Consideration, as adjusted pursuant to this sentence and Section 6.12, the “Closing Date Cash Consideration”)verify consistency of treatment.

Purchase Price Adjustment. (a) At least five Business Days prior The Initial Purchase Price shall be subject to adjustment as set forth in this Section 3.5 (the “Purchase Price Adjustment”). As promptly as practicable, but in no event later than 75 days, after the Closing Date, Seller Purchaser shall prepare, or cause to be prepared, prepare and deliver to Purchaser Seller a good faith estimated statement of Working Capital of schedule (“Purchaser’s Closing Schedule”) prepared in accordance with the Business as of the close of business on the Closing Date (the “Estimated Closing Date Working Capital Statement”), and a certificate Accounting Principles setting forth a good faith estimate in reasonable detail Purchaser’s calculation of Working Capital as of close of business on the Closing Date (“Estimated Closing Date Working Capital”), an estimate along with a copy of the computations and work papers used in connection with the preparation of Purchaser’s Closing Schedule. If Purchaser employs a firm of independent accountants in connection with the preparation of Purchaser’s Closing Schedule, Purchaser shall cause such independent accountants to deliver to Seller any computations and work papers used in the preparation of Purchaser’s Closing Schedule, subject to Seller having entered into a customary agreement with such firm of independent accountants regarding the use of such work papers, the confidentiality thereof and similar matters. Purchaser will give Seller and its representatives reasonable access, during the normal business hours of Purchaser, to all personnel, books and records (including bank statements, collection information and other accounts receivable information) of the Companies as reasonably requested by Seller to assist it in its review of Purchaser’s Closing Schedule. Seller will notify Purchaser in writing (“Seller’s Dispute Notice”) within 30 days after receiving Purchaser’s Closing Schedule if Seller disagrees with Purchaser’s calculation of Closing Date Cash (“Estimated Closing Date Cash”) and an estimate of Assumed Indebtedness (“Estimated Assumed Indebtedness”). The Estimated Closing Date Working Capital Statement as set forth in Purchaser’s Closing Schedule, which notice shall set forth in reasonable detail the basis for such disagreement, the dollar amounts involved and Seller’s calculation of the Closing Working Capital. If no Seller’s Dispute Notice is received by Purchaser within such 30-day period, then, in such case, Purchaser’s calculation of Closing Working Capital as set forth in Purchaser’s Closing Schedule shall be prepared in accordance with GAAP, as modified by final and binding upon the accounting policies specified on Schedule 2.3(a) (“Specified Accounting Policies”), and to the extent consistent with GAAP, in accordance with the accounting principles, procedures, policies, methods that were employed in preparing the Benchmark Balance Sheet, consistently applied. The Initial Cash Consideration shall be (i)(A) increased dollar for dollar to the extent the Estimated Closing Date Working Capital exceeds the Target Working Capital, or (B) decreased dollar for dollar to the extent the Estimated Closing Date Working Capital is less than the Target Working Capital, (ii) increased dollar for dollar to the extent that Estimated Closing Date Cash is greater than U.S.$0 and (iii) decreased dollar for dollar by the Estimated Assumed Indebtedness (the Initial Cash Consideration, as adjusted pursuant to this sentence and Section 6.12, the “Closing Date Cash Consideration”)parties hereto.

Purchase Price Adjustment. (a) At least five Business Days prior to On the business day immediately preceding the Closing Date, Seller shall prepare, or cause to be prepared, prepare and deliver to Purchaser a good faith PRGI, an estimated cash flow statement of Working Capital total cash received by Seller in respect of the Business less total cash disbursements for the period from and including the Effective Date to and including the day immediately preceding the Closing Date (the "Interim Period Cash Flow"), detailing all such amounts by category of payment (the "Cash Flow Statement"). PRGI shall be entitled to reimbursement, at Closing, of the Interim Period Cash Flow, plus the following cash payments made in respect of the Business during the period from and including the Effective Date to and including the day immediately preceding the Closing Date: (i) the amount, if any, by which disbursements to Seller during said period (but not including the distribution of any cash or cash equivalents in the Business as of the close of business on August 31, 1998) exceed the commissions paid to Seller for audit and related management counseling services performed by Seller prior to the Effective Date solely in his capacity as an auditor in connection with claims submitted to suppliers of customers prior to Closing and (ii) any amounts paid during the period from and including the Effective Date to and including the Closing Date in respect of the following liabilities: (A) Seller Transaction Expenses, (B) non-trade payables (meaning those not directly related to the “Estimated Closing Business to be acquired by PRGI pursuant hereto), (C) non-trade accrued expenses (meaning those not directly related to the Business to be acquired by PRGI pursuant hereto), (D) commissions payable as of the Effective Date Working Capital Statement”in respect of accounts receivable collected by Seller prior to the Effective Date; (E) all amounts owed to Seller under the Principal Agreement or otherwise (except for advances used to pay normal trade payables directly relating to the Business to be acquired by PRGI incurred on or after the Effective Date or for commissions owed to Seller for audit and related management counseling services performed by Seller solely in his capacity as an auditor in connection with claims submitted to suppliers of Customers prior to Closing), and a certificate setting forth a good faith estimate (F) all amounts owed to Persons other than Seller (except for normal trade payables directly relating to the Business to be acquired by PRGI pursuant hereto incurred in the ordinary course of Working Capital as of close of business on the Closing Date (“Estimated Closing Date Working Capital”), an estimate of Closing Date Cash (“Estimated Closing Date Cash”) and an estimate of Assumed Indebtedness (“Estimated Assumed Indebtedness”). The Estimated Closing Date Working Capital Statement shall be prepared in accordance with GAAP, as modified by the accounting policies specified on Schedule 2.3(abusiness) (“Specified Accounting Policies”), and to the extent consistent with GAAP, in accordance with the accounting principles, procedures, policies, methods that were employed in preparing the Benchmark Balance Sheet, consistently applied. The Initial Cash Consideration shall be (i)(A) increased dollar for dollar to the extent the Estimated Closing Date Working Capital exceeds the Target Working Capital, or (B) decreased dollar for dollar to the extent the Estimated Closing Date Working Capital is less than the Target Working Capital, (ii) increased dollar for dollar to the extent that Estimated Closing Date Cash is greater than U.S.$0 and (iii) decreased dollar for dollar by the Estimated Assumed Indebtedness (the Initial Cash Consideration, as adjusted pursuant to this sentence and Section 6.12collectively, the “Closing Date "Interim Period Reimbursable Liabilities," which, together with Interim Period Cash Consideration”Flow, is referred to herein as the "Reimbursable Cash").

Purchase Price Adjustment. (a) At least five Business Days prior to On the business day immediately preceding the Closing Date, Seller shall prepare, or cause to be prepared, prepare and deliver to Purchaser a good faith PRGI, an estimated cash flow statement of Working Capital total cash received by Seller in respect of the Business less total cash disbursements for the period from and including the Effective Date to and including the day immediately preceding the Closing Date (the "Interim Period Cash Flow"), detailing all such amounts by category of payment (the "Cash Flow Statement"). PRGI shall be entitled to reimbursement, at Closing, of the Interim Period Cash Flow, plus the following cash payments made in respect of the Business during the period from and including the Effective Date to and including the day immediately preceding the Closing Date: (i) the amount, if any, by which disbursements to Owner during said period exceed the amount of any cash or cash equivalents in the Business as of the close of business on August 31, 1998 and (ii) any amounts paid during the period from and including the Effective Date to and including the Closing Date in respect of the following liabilities: (A) Seller Transaction Expenses, (B) non-trade payables (meaning those not directly related to the “Estimated Closing Business to be acquired by PRGI pursuant hereto), (C) non-trade accrued expenses (meaning those not directly related to the Business to be acquired by PRGI pursuant hereto), (D) commissions payable as of the Effective Date Working Capital Statement”in respect of accounts receivable collected by Seller prior to the Effective Date; (E) all amounts owed to Owner under the Principal Agreement or otherwise (except for advances by Owner used to pay normal trade payables of Seller directly relating to the Business to be acquired by PRGI incurred on or after the Effective Date or advances made to Associates or Employees on or after the Effective Date), and a certificate setting forth a good faith estimate (F) all amounts owed to Persons other than Owner (except for normal trade payables directly relating to the Business to be acquired by PRGI pursuant hereto incurred in the ordinary course of Working Capital as of close of business on the Closing Date (“Estimated Closing Date Working Capital”), an estimate of Closing Date Cash (“Estimated Closing Date Cash”) and an estimate of Assumed Indebtedness (“Estimated Assumed Indebtedness”). The Estimated Closing Date Working Capital Statement shall be prepared in accordance with GAAP, as modified by the accounting policies specified on Schedule 2.3(abusiness) (“Specified Accounting Policies”)collectively, and to the extent consistent with GAAP"Interim Period Reimbursable Liabilities", in accordance which, together with the accounting principlesInterim Period Cash Flow, procedures, policies, methods that were employed in preparing is referred to herein as the Benchmark Balance Sheet, consistently applied. The Initial Cash Consideration shall be (i)(A) increased dollar for dollar to the extent the Estimated Closing Date Working Capital exceeds the Target Working Capital, or (B) decreased dollar for dollar to the extent the Estimated Closing Date Working Capital is less than the Target Working Capital, (ii) increased dollar for dollar to the extent that Estimated Closing Date Cash is greater than U.S.$0 and (iii) decreased dollar for dollar by the Estimated Assumed Indebtedness (the Initial Cash Consideration, as adjusted pursuant to this sentence and Section 6.12, the “Closing Date Cash Consideration”"Reimbursable Cash").

Purchase Price Adjustment. (ai) At least five two (2) Business Days prior to the Closing Date, Seller shall prepareshall, or shall cause to be preparedthe Company to, prepare and shall deliver to Purchaser a good faith estimated statement of Working Capital of the Business as of the close of business on the Closing Date (the “Estimated Closing Date Working Capital Statement”), and a certificate setting forth a good faith estimate of Working Capital as of close of business on the Closing Date (“Estimated Closing Date Working Capital”), an estimate of Closing Date Cash (“Estimated Closing Date Cash”) and an estimate of Assumed Indebtedness (“Estimated Assumed Indebtedness”). The Estimated Closing Date Working Capital Statement which shall be prepared in accordance with GAAP, as modified by the accounting policies specified on Schedule 2.3(a) U.S. Generally Accepted Accounting Principles (“Specified Accounting PoliciesGAAP”), and to the extent ) on a basis consistent with GAAP, and in accordance with the accounting principlesAccounting Principles, proceduressetting forth (x) an estimated consolidated balance sheet of the Company as of 12:01 a.m. New York City time on the Closing Date (such time, policiesthe “Measurement Time”) and (y) Seller’s good faith calculation of (A) the Base Purchase Price, methods that were employed (B) the estimated amount of Working Capital as of the Measurement Time (the “Estimated Working Capital Amount”), (C) the estimated amount of Closing Indebtedness as of the Measurement Time (the “Estimated Closing Indebtedness”) and (D) the estimated amount of the Transaction Expenses (the “Estimated Transaction Expenses”), in preparing each case, based on the Benchmark Balance SheetCompany’s books and records and other information available at the time, consistently appliedand the Base Purchase Price will be calculated based on such estimates. The Initial Cash Consideration shall be (i)(A) increased dollar for dollar to the extent Following delivery of the Estimated Closing Date Working Capital exceeds the Target Working CapitalStatement, or (B) decreased dollar for dollar Purchaser shall be given reasonable access to the extent relevant books, records, information and personnel and representatives of each of Seller, the Company and its Subsidiaries (including the Company’s working papers and the working papers of the Company’s independent accountants, if any, relating to the preparation of the Estimated Closing Date Working Capital is less than Statement) as Purchaser or its representatives may request for the Target Working Capitalpurposes of reviewing the Estimated Closing Statement, (ii) increased dollar for dollar and Seller shall consider in good faith any comments or suggested modifications to the extent that Estimated Closing Date Cash is greater than U.S.$0 Statement suggested by Purchaser and (iii) decreased dollar for dollar its representatives. Seller shall, and shall cause the Company, its Subsidiaries and each of their respective representatives to, cooperate in good faith to answer any questions and use commercially reasonable efforts to resolve any legitimate issues raised by Purchaser or its representatives in connection with their review of their review of the Estimated Assumed Indebtedness (the Initial Cash Consideration, as adjusted pursuant to this sentence and Section 6.12, the “Closing Date Cash Consideration”)Statement.

Purchase Price Adjustment. (a) At Sellers shall, at least five Business Days (5) business days prior to the Closing Date, Seller shall prepare, or cause to be preparedprepared and delivered to Buyer a statement (the “Preliminary Statement”), and deliver to Purchaser a setting forth Sellers’ good faith estimated statement estimate of each of the Modified Net Working Capital of the Business as of the close of business on the Closing Date (the “Estimated Closing Date Modified Net Working Capital”) and the Capital Statement”), and a certificate setting forth a good faith estimate of Working Capital Expenditure Account Balance as of close of business on the Closing Date (the “Closing Date Capital Expenditure Account Balance”). The estimate of Closing Date Modified Net Working Capital is referred to herein as the “Estimated Modified Net Working Capital” and the estimate of the Closing Date Capital Expenditure Account Balance is referred to herein as the “Estimated Closing Date Working CapitalCapital Expenditure Account Balance.” (b) Within forty-five (45) calendar days after the Closing Date, Buyer shall cause to be prepared and delivered to Sellers a statement (the “Statement”), an estimate ) setting forth Buyer’s calculations of Closing Date Cash (“Estimated Modified Net Working Capital, the Closing Date Cash”) Capital Expenditure Account Balance and an estimate the components and calculation of Assumed Indebtedness (“Estimated Assumed Indebtedness”). The Estimated Closing Date Working Capital Statement each, which comments and calculations shall be prepared included and made in accordance with GAAPSection 1.2 of the Disclosure Letter and, to the extent not provided for therein, GAAP (in each case as modified by the accounting policies specified on Schedule 2.3(a) (“Specified Accounting Policies”), and to the same extent consistent with GAAPdetermined pursuant to Section 1.2(c)(ii)). At the same time, in accordance with Buyer shall also cause to be prepared and delivered to Sellers a statement (the accounting principles, procedures, policies, methods that were employed in preparing “Adjustment Statement”) setting forth the Benchmark calculation (whether a positive or negative number) of (i) the amount of the Closing Date Modified Net Working Capital as shown on the Statement minus the Estimated Modified Net Working Capital plus (ii) the Closing Date Capital Expenditure Account Balance Sheet, consistently applied. The Initial Cash Consideration shall be (i)(A) increased dollar for dollar to the extent minus the Estimated Closing Date Working Capital exceeds Expenditure Account Balance (the Target Working Capitalsum of such amounts, whether a positive or (B) decreased dollar for dollar negative number, the “Adjustment Amount”). Buyer shall provide Sellers and their accountants with access to the relevant books and records of the Company and the Sellers Employees to the extent required in connection with their review of and any dispute with respect to the Estimated Statement and the Adjustment Statement and shall furnish Sellers with any other information that might be relevant to the calculation of Closing Date Modified Net Working Capital is less than or the Target Working CapitalClosing Date Capital Expenditure Account Balance. If, (ii) increased dollar for dollar at any time prior to the extent final resolution of all disputed items on the Statement or the Adjustment Statement, additional information shall become known to Buyer or Sellers that Estimated would change the amount of the Closing Date Cash is greater than U.S.$0 Modified Net Working Capital or the Closing Date Capital Expenditure Account Balance shown on the Statement or the calculation thereof, then Buyer shall amend the Statement and (iii) decreased dollar for dollar by the Estimated Assumed Indebtedness (the Initial Cash ConsiderationAdjustment Statement to reflect such additional information. Buyer or Sellers shall promptly notify Sellers or Buyer, as adjusted pursuant applicable, upon becoming aware of any additional information prior to this sentence and Section 6.12, the “Closing Date Cash Consideration”)end of the Resolution Period.

Purchase Price Adjustment. (a) At least five (5) Business Days prior to the Closing DateClosing, Seller Trimble shall prepare, or cause to be prepared, prepare and deliver to Purchaser AGCO a good faith estimated statement of Working Capital of the Business as of the close of business on the Closing Date (the “Estimated Company Closing Date Working Capital Statement”) in substantially the form and calculated in accordance with accounting principles, policies, practices, procedures, classifications and methodologies attached hereto as Exhibit G, setting forth its good faith estimates of the Company Closing Cash (the “Estimated Company Closing Cash”), and a certificate setting forth a good faith estimate of the Company Closing Indebtedness (the “Estimated Company Closing Indebtedness”), the Company Closing Working Capital as of close of business on (the Closing Date (“Estimated Company Closing Date Working Capital”), an estimate of ) and the Company Closing Date Cash Transaction Expenses (the “Estimated Company Closing Date Cash”) and an estimate of Assumed Indebtedness (“Estimated Assumed Indebtedness”). The Estimated Closing Date Working Capital Statement shall be prepared in accordance with GAAP, as modified by the accounting policies specified on Schedule 2.3(a) (“Specified Accounting PoliciesTransaction Expenses”), in each case, with such estimates calculated based on Cash, Indebtedness, Working Capital and Transaction Expenses as of the prior month’s end close, which statement shall contain (i) an estimated balance sheet of the Company as of the end of the prior month after giving effect to the extent consistent with GAAP, in accordance with the accounting principles, procedures, policies, methods that were employed in preparing the Benchmark Balance Sheet, consistently applied. The Initial Cash Consideration shall be Carve-Out Restructuring (i)(A) increased dollar for dollar but without giving effect to the extent JCA Contribution and excluding the Estimated Closing Date Working Capital exceeds the Target Working CapitalBrazil Business), or (B) decreased dollar for dollar to the extent the Estimated Closing Date Working Capital is less than the Target Working Capital, and (ii) increased dollar for dollar a calculation of the Estimated Company Closing Cash, the Estimated Company Closing Indebtedness, the Estimated Company Closing Working Capital and the Estimated Company Closing Transaction Expenses, in each case, as of the prior month’s end close, together with reasonable supporting documentation. Following the delivery of the Estimated Company Closing Statement, Trimble shall make its representatives reasonably available to AGCO to discuss the calculations contained in the Estimated Company Closing Statement, and the Parties shall consider in good faith the other Party’s comments to the extent that Estimated Company Closing Date Cash is greater than U.S.$0 and (iii) decreased dollar for dollar by Statement. If any adjustments are made to the Estimated Assumed Indebtedness (Company Closing Statement by Trimble following the Initial Cash Considerationgood faith discussion of the Parties prior to the Closing, as such adjusted pursuant to Estimated Company Closing Statement shall thereafter become the Estimated Company Closing Statement for all purposes of this sentence and Section 6.12, the “Closing Date Cash Consideration”)2.7.

Purchase Price Adjustment. Within thirty (a30) At least five Business Days prior to days after the Closing DateClosing, Seller the Company shall prepare, or cause to be prepared, prepare and deliver to Purchaser the Members' Representative a good faith estimated statement of Working Capital of the Business as of the close of business on the Closing Date (the “Estimated "Closing Date Working Capital Statement”), and ") which shall be prepared on a certificate setting forth a good faith estimate of Working Capital as of close of business on basis consistent with the method used in calculating Schedule 1.89. In the event the Members' Representative does not object by written notice to the Purchaser to such Closing Date Balance Sheet within thirty (“Estimated Closing Date Working Capital”)30) days from receipt thereof by the Members' Representative, an estimate of Closing Date Cash (“Estimated Closing Date Cash”) and an estimate of Assumed Indebtedness (“Estimated Assumed Indebtedness”). The Estimated the Closing Date Working Capital Statement shall be prepared in accordance with GAAP, as modified by deemed accepted. If the accounting policies specified on Schedule 2.3(a) (“Specified Accounting Policies”), and Members' Representative makes a timely objection to the extent consistent with GAAPClosing Date Working Capital Statement, Purchaser and the Members' Representative shall have ten (10) calendar days from receipt of such objection by Purchaser in accordance with which to reach agreement as to the accounting principlesClosing Date Working Capital Statement. If no agreement is reached in said ten (10) calendar day period, proceduresat the end of such period, policies, methods that were employed in preparing Purchaser and the Benchmark Balance Sheet, consistently appliedMembers' Representative shall appoint Ernst & Young to arbitrate the dispute and calculate the Closing Date Working Capital Statement. The Initial Cash Consideration determination shall be (i)(A) increased dollar for dollar binding on the parties. Purchaser shall pay one-half of the fees and expenses of such accounting firm and one-half of such fees shall be a reduction of the Working Capital of the Company at Closing to be calculated based on such Closing Date Working Capital Statement. The Purchase Price shall be reduced to the extent the Estimated Working Capital as determined based on the Closing Date Working Capital exceeds Statement is less than Preliminary Working Capital and the Target Working Capital, or (B) decreased dollar for dollar Purchase Price shall be increased to the extent the Estimated Working Capital as determined based on the Closing Date Working Capital Statement is less greater than the Target Preliminary Working Capital. Any required reduction to the Purchase Price made under this SECTION 2.3 shall be paid by the Escrow Agent to Purchaser pursuant to the Escrow Agreement (such amount to be paid first from the Working Capital Account and thereafter, (ii) increased dollar for dollar to the extent that Estimated necessary, from the Primary Account (as such terms are used in the Escrow Agreement). Any required addition to the Purchase Price shall be paid by Purchaser to the Members or the Members' Representative by wire transfer to the same wire transfer instructions delivered to the Purchaser for Closing. Upon receipt of the Closing Date Cash is greater than U.S.$0 and (iii) decreased dollar for dollar Working Capital Statement, the parties will instruct the Escrow Agent to release to the Members' Representative the balance of the funds, if any, remaining with respect to the Working Capital Escrow Amount held by the Estimated Assumed Indebtedness (Escrow Agent. All such payments required under this SECTION 2.3 shall be made within 5 business days after final determination of the Initial Cash Consideration, as adjusted pursuant to this sentence and Section 6.12, the “Closing Date Cash Consideration”)Working Capital Statement.

Purchase Price Adjustment. Estimated Closing Balance Sheet and Estimated Closing Statement. The Company will provide to Buyer no later than three (a3) At least five Business Days prior to the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Purchaser a good faith an estimated statement of Working Capital balance sheet of the Business Company as of the close of business 12:01 a.m. Eastern Time on the Closing Date (as the same may be adjusted in response to any comments of Buyer and its Representatives provided prior to the Closing and agreed by the Company, the “Estimated Closing Date Working Capital StatementBalance Sheet”), and together with (i) a certificate written statement setting forth a in reasonable detail its good faith estimate estimates of the Closing Debt Amount, the Closing Cash Amount, the Capital Leases, the Net Working Capital as derived from the Estimated Closing Balance Sheet, and the Company Expenses (as the same may be adjusted in response to any comments of close of business on Buyer and its Representatives provided prior to the Closing Date (and agreed by the Company, the “Estimated Closing Date Working Capital”), an estimate of Closing Date Cash (“Estimated Closing Date CashStatement”) and an estimate (ii) a certification by the Company’s Chief Executive Officer that the Estimated Closing Balance Sheet and the Company’s estimates of Assumed Indebtedness (“the Closing Debt Amount, the Closing Cash Amount, the Capital Leases, the Company Expenses and Net Working Capital contained in the Estimated Assumed Indebtedness”)Closing Statement have been prepared in good faith in accordance with the Accounting Principles. The Company will provide Buyer and its Representatives commercially reasonable access to the work papers and other books and records of the Company for purposes of assisting Buyer and its Representatives in their review of the Estimated Closing Balance Sheet and the Estimated Closing Statement. Prior to Closing, the Parties shall cooperate in good faith to answer any questions and consider any issues raised by Xxxxx and its Representatives in connection with their review of the Estimated Closing Balance Sheet and the Estimated Closing Statement. The Estimated Closing Date Balance Sheet and the determination of the Closing Debt Amount, Closing Cash Amount, the Capital Leases, the Company Expenses and Net Working Capital reflected on the Estimated Closing Statement shall will be prepared in accordance with GAAP, as modified by the accounting policies specified on Schedule 2.3(aAccounting Principles. Estimated Closing Payment. The Closing Payment payable at Closing under Section 1.4(a) (the “Specified Accounting PoliciesEstimated Closing Payment”) shall be calculated using the estimated Closing Debt Amount, estimated Closing Cash Amount, estimated Capital Leases, estimated Company Expenses and estimated Net Working Capital (as applicable), and to the extent consistent with GAAP, in accordance with the accounting principles, procedures, policies, methods that were employed in preparing the Benchmark Balance Sheet, consistently applied. The Initial Cash Consideration shall be (i)(A) increased dollar for dollar to the extent each as set forth on the Estimated Closing Date Working Capital exceeds the Target Working Capital, or (B) decreased dollar for dollar to the extent the Estimated Closing Date Working Capital is less than the Target Working Capital, (ii) increased dollar for dollar to the extent that Estimated Closing Date Cash is greater than U.S.$0 and (iii) decreased dollar for dollar by the Estimated Assumed Indebtedness (the Initial Cash Consideration, as adjusted pursuant to this sentence and Section 6.12, the “Closing Date Cash Consideration”)Statement.

Purchase Price Adjustment. (a) At least five Business Days prior to On the business day immediately preceding the Closing Date, Seller shall prepare, or cause to be prepared, prepare and deliver to Purchaser a good faith PRGI, an estimated cash flow statement of Working Capital total cash received by Seller in respect of the Business less total cash disbursements for the period from and including the Effective Date to and including the day immediately preceding the Closing Date (the "Interim Period Cash Flow"), detailing all such amounts by category of payment (the "Cash Flow Statement"). PRGI shall be entitled to reimbursement, at Closing, of the Interim Period Cash Flow, plus the following cash payments made in respect of the Business during the period from and including the Effective Date to and including the day immediately preceding the Closing Date: (i) the amount, if any, by which disbursements to Seller during said period exceed the amount of any cash or cash equivalents in the Business as of the close of business on August 31, 1998 and (ii) any amounts paid during the period from and including the Effective Date to and including the Closing Date in respect of the following liabilities: (A) Seller Transaction Expenses, (B) non-trade payables (meaning those not directly related to the “Estimated Closing Business to be acquired by PRGI pursuant hereto), (C) non-trade accrued expenses (meaning those not directly related to the Business to be acquired by PRGI pursuant hereto), (D) commissions payable as of the Effective Date Working Capital Statement”in respect of accounts receivable collected by Seller prior to the Effective Date; (E) all amounts owed to Seller under the Principal Agreement or otherwise (except for advances used to pay normal trade payables of Seller directly relating to the Business to be acquired by PRGI incurred on or after the Effective Date or advances made to Associates or Employees on or after the Effective Date), and a certificate setting forth a good faith estimate (F) all amounts owed to Persons other than Seller (except for normal trade payables directly relating to the Business to be acquired by PRGI pursuant hereto incurred in the ordinary course of Working Capital as of close of business on the Closing Date (“Estimated Closing Date Working Capital”), an estimate of Closing Date Cash (“Estimated Closing Date Cash”) and an estimate of Assumed Indebtedness (“Estimated Assumed Indebtedness”). The Estimated Closing Date Working Capital Statement shall be prepared in accordance with GAAP, as modified by the accounting policies specified on Schedule 2.3(abusiness) (“Specified Accounting Policies”)collectively the "Interim Period Reimbursable Liabilities," which, and to the extent consistent with GAAP, in accordance together with the accounting principlesInterim Period Cash Flow, procedures, policies, methods that were employed in preparing is referred to herein as the Benchmark Balance Sheet, consistently applied. The Initial Cash Consideration shall be (i)(A) increased dollar for dollar to the extent the Estimated Closing Date Working Capital exceeds the Target Working Capital, or (B) decreased dollar for dollar to the extent the Estimated Closing Date Working Capital is less than the Target Working Capital, (ii) increased dollar for dollar to the extent that Estimated Closing Date Cash is greater than U.S.$0 and (iii) decreased dollar for dollar by the Estimated Assumed Indebtedness (the Initial Cash Consideration, as adjusted pursuant to this sentence and Section 6.12, the “Closing Date Cash Consideration”"Reimbursable Cash").

Purchase Price Adjustment. (a) Estimates. At least five two (2) Business Days prior to the Closing DateClosing, Seller shall prepare, or cause to be prepared, and deliver to Purchaser Buyer a good faith estimated statement of Working Capital of in the Business as of format of, consistent with and in accordance with the close of business on Accounting Principles and the Closing Date example set forth in, Exhibit B and in accordance with this Agreement (the “Estimated Closing Date Working Capital Statement”), and a certificate setting forth a reasonably detailed determination of Seller’s good faith estimate of (i) the Net Working Capital as of close of business on the Closing Date Measurement Time (the “Estimated Closing Date Net Working Capital”), an estimate of Closing Date Cash together with reasonably detailed supporting information, (“Estimated Closing Date Cash”ii) and an estimate of Assumed Indebtedness (“Estimated Assumed Indebtedness”). The Estimated Closing Date Working Capital Statement shall be prepared in accordance with GAAPthe amount, as modified if any, by the accounting policies specified on Schedule 2.3(a) (“Specified Accounting Policies”), and to the extent consistent with GAAP, in accordance with the accounting principles, procedures, policies, methods that were employed in preparing the Benchmark Balance Sheet, consistently applied. The Initial Cash Consideration shall be (i)(A) increased dollar for dollar to the extent which the Estimated Closing Date Net Working Capital exceeds the Target Net Working CapitalCapital (the “Estimated Net Working Capital Excess”), (iii) the amount, if any, by which the Target Net Working Capital exceeds Estimated Net Working Capital (the “Estimated Net Working Capital Deficiency”), (iv) the estimated amount of Cash on Hand as of the Measurement Time (“Estimated Closing Cash”), (v) the Seller Transaction Expenses (the “Estimated Seller Transaction Expenses”), (vi) the Company Indebtedness (the “Estimated Company Indebtedness”) and (vii) the resulting Initial Purchase Price calculated in accordance with Section 2.2(a) (Purchase Price) using the foregoing amounts as inputs; provided, however, that any Estimated Seller Transaction Expense or Estimated Company Indebtedness that has been taken into account in the calculation of Estimated Closing Cash shall not be double counted. The Initial Purchase Price shall be adjusted after Closing pursuant to Section 2.3(b) (B) decreased dollar for dollar Post-Closing Purchase Price Reconciliation). Following delivery of the Estimated Closing Statement, to the extent reasonably requested by Xxxxx, Seller shall make available to Buyer supporting documentation used in preparing the Estimated Closing Date Working Capital is less than the Target Working Capital, (ii) increased dollar for dollar Statement. Seller shall consider in good faith Xxxxx’s comments to the extent that Estimated Closing Date Cash is greater than U.S.$0 Statement and (iii) decreased dollar for dollar by make such modifications to the Estimated Assumed Indebtedness (Closing Statement as Seller determines in good faith are necessary to achieve conformity with the Initial Cash Consideration, as adjusted pursuant to requirements of this sentence and Section 6.12, the “Closing Date Cash Consideration”)Agreement.

Purchase Price Adjustment. (a) At least five Not less than ten (10) Business Days prior to the Closing Date, Seller Parent shall prepare, or cause to be prepared, prepare in good faith and deliver to Purchaser Buyer Parent a statement setting forth Seller Parent’s good faith estimated statement estimate of (i) the Working Capital of Adjustment Amount (the Business as of the close of business on “Estimated Working Capital Adjustment Amount”), (ii) the Closing Date Cash (the “Estimated Closing Date Working Capital Cash”), (iii) the Closing Indebtedness (the “Estimated Closing Indebtedness”), (iv) the Consent Impact Amount, and (v) the Estimated Closing Cash Consideration (such statement, to be prepared in the form set forth in Part II of Section 9.02(a) of the Seller Parent Disclosure Letter, the “Estimated Closing Statement”), together with such schedules and a certificate setting data with respect to the determination thereof as is reasonably necessary to support the calculations set forth a good faith estimate of Working Capital as of close of business on in the Closing Date (“Estimated Closing Date Working Capital”)Statement, an estimate and the allocation of Closing Date Cash (“the Estimated Closing Date Cash”) and an estimate of Assumed Indebtedness (“Estimated Assumed Indebtedness”). The Estimated Closing Date Working Capital Statement shall Cash Consideration to be prepared paid in accordance with GAAPSection 1.04(a)(i) of this Agreement. Seller Parent and, as modified by prior to the accounting policies specified on Schedule 2.3(a) (“Specified Accounting Policies”)Closing, the Acquired Companies shall provide Buyer Parent and its Representatives with reasonable access to the books and records of Seller Parent and its Subsidiaries, subject to the Access Limitations, to the extent consistent with GAAP, in accordance with the accounting principles, procedures, policies, methods that were employed in preparing the Benchmark Balance Sheet, consistently applied. The Initial Cash Consideration shall be (i)(A) increased dollar for dollar related to the extent Business and shall cause the personnel of Seller Parent and its Subsidiaries to reasonably cooperate with Buyer Parent and its Representatives for the purpose of enabling Buyer Parent and its Representatives, prior to the Closing, to review Seller Parent’s determination of all amounts and estimates in the Estimated Closing Date Working Capital exceeds Statement and each component thereof and, following the Target Working CapitalClosing, or (B) decreased dollar for dollar to prepare the extent Closing Statement and the calculation of each component thereof. Buyer Parent will be given a reasonable opportunity to review and comment on the Estimated Closing Date Working Capital is less than the Target Working Capital, (ii) increased dollar for dollar Statement and Seller Parent shall consider in good faith Buyer Parent’s reasonable comments to the extent that Estimated Closing Date Cash is greater than U.S.$0 and (iii) decreased dollar for dollar by Statement, the calculation of the Estimated Assumed Indebtedness (Closing Cash Consideration or any of the Initial Cash Consideration, as adjusted pursuant to this sentence and Section 6.12, the “Closing Date Cash Consideration”)components thereof or calculations therein.

Purchase Price Adjustment. (a) At least five Not less than three Business Days prior to the anticipated Closing Date, Seller Parent shall prepare, or cause to be prepared, prepare in good faith and deliver to Purchaser a good faith estimated statement of Working Capital of the Business as of the close of business on the Closing Date (the “Estimated Closing Date Working Capital Statement”), and a certificate ) setting forth a Parent’s good faith estimate of Working Capital as of close of business on the (i) Closing Date Cash (“Estimated Cash”), (ii) Closing Date Working Capital (“Estimated Working Capital”), an estimate of and based on the Estimated Working Capital, the Working Capital Surplus or the Working Capital Deficit, if any, (iii) Closing Date Cash Indebtedness (“Estimated Closing Date CashIndebtedness”), (iv) Closing Transaction Expenses (“Estimated Closing Transaction Expenses”), (v) Closing Change of Control Payments (“Estimated Closing Change of Control Payments”) and an estimate of Assumed Indebtedness (“Estimated Assumed Indebtedness”)vi) the Initial Closing Date Amount, in each case, together with reasonable supporting documentation for such estimates and calculations. The Estimated Closing Date Working Capital Statement shall be prepared in accordance with GAAPthe Accounting Principles and the terms of this Agreement. Following the delivery of Parent’s calculation of the foregoing, as modified by the accounting policies specified on Schedule 2.3(a) (“Specified Accounting Policies”), and to the extent consistent with GAAPreasonably requested by Purchaser, Parent shall, and shall cause Seller and each Group Company to, make available to Purchaser supporting documentation used in preparing such estimate. Parent shall consider any reasonable comments provided by Purchaser based on Purchaser’s review of the Estimated Closing Statement and any such documentation and make any corresponding changes to the Initial Closing Date Amount that Parent deems appropriate based on Purchaser’s proposed adjustments (provided that in no event shall the Closing be delayed on account of any review by Purchaser of the Estimated Closing Statement). Without limiting the foregoing but subject to Section 1.04(g), Purchaser and its Affiliates may rely upon the Estimated Closing Statement, and in no event shall Purchaser have any liability to Parent, Seller, the Group Companies and/or any other person on account of payments made in accordance with the accounting principles, procedures, policies, methods that were employed in preparing the Benchmark Balance Sheet, consistently applied. The Initial Cash Consideration shall be (i)(A) increased dollar for dollar to the extent the Estimated Closing Date Working Capital exceeds the Target Working Capital, or (B) decreased dollar for dollar to the extent the Estimated Closing Date Working Capital is less than the Target Working Capital, (ii) increased dollar for dollar to the extent that Estimated Closing Date Cash is greater than U.S.$0 and (iii) decreased dollar for dollar by the Estimated Assumed Indebtedness (the Initial Cash Consideration, as adjusted pursuant to this sentence and Section 6.12, the “Closing Date Cash Consideration”)Statement.

Purchase Price Adjustment. (a) At least five Business Days prior to As promptly as practicable (but not later than ninety (90) days) following the Closing Date, Seller Buyer or one of its Affiliates shall (i) prepare, or cause to be preparedin accordance with the Accounting Principles and in a manner consistent with the illustration set forth on Exhibit A-1, and deliver to Purchaser the Company a good faith estimated statement of Working Capital consolidated balance sheet of the Acquired Business as of the close of business on the Business Day immediately preceding the Closing Date (the “Estimated Preliminary Closing Date Working Capital StatementBalance Sheet”), ) and (ii) prepare and deliver to the Company a certificate written statement setting forth a good faith estimate in reasonable detail Buyer’s calculation of (A) Working Capital as of close of business on immediately prior to Closing (the Closing Date (“Estimated Closing Date Preliminary Working CapitalCapital Determination”), an estimate (B) Cash and Cash Equivalents as of immediately prior to Closing Date (the “Preliminary Cash Determination”), (C) Indebtedness as of immediately prior to Closing (the “Estimated Preliminary Indebtedness Determination”), (D) Transaction Expenses as of immediately prior to Closing Date Cash(the “Preliminary Transaction Expense Determination”) and an estimate (E) the Company’s Proportionate Share Shortfall as of Assumed immediately prior to Closing (the “Preliminary Company’s Proportionate Share Shortfall” and, together with the Preliminary Closing Date Balance Sheet, the Preliminary Working Capital Determination, the Preliminary Cash Determination, the Preliminary Indebtedness (Determination and the Preliminary Transaction Expense Determination, the “Estimated Assumed IndebtednessPreliminary Closing Statement”). The Estimated Preliminary Closing Date Working Capital Statement and all individual elements used to calculate the Purchase Price shall be prepared in accordance with GAAPthe Accounting Principles and the Illustrative Working Capital Calculation. Until such time as the calculation of the amounts shown on the Closing Date Balance Sheet and the Closing Date Working Capital and Closing Date Cash determinations are final and binding upon the Parties pursuant to this Section 2.3, as modified by the accounting policies specified on Schedule 2.3(aCompany and its accountants (at the Company’s expense) shall be permitted to discuss with Buyer and its accountants the Preliminary Closing Statement and shall be provided copies of, and have access upon reasonable advance notice at reasonable times during normal business hours reasonably acceptable to Buyer and its accountants, and subject to the Company’s and/or its accountants’ entrance into a customary confidentiality agreement with Buyer’s accountants (“Specified Accounting Policies”if required thereby), and to the extent consistent work papers and supporting records of Buyer and its accountants used in connection with GAAPthe preparation of the Preliminary Closing Statement. If Buyer fails to provide the Preliminary Closing Statement to Seller within the ninety (90) day period set forth above, then the Company shall, at its option, (x) be entitled to prepare the Preliminary Closing Statement upon notice to Buyer, in accordance with which case all subsequent references in this Section 2.3 to Buyer and the accounting principlesCompany, proceduresrespectively, policies, methods that were employed in preparing the Benchmark Balance Sheet, consistently applied. The Initial Cash Consideration shall be (i)(A) increased dollar for dollar read as references to the extent Company and Buyer, respectively, and the provisions hereof shall apply mutatis mutandis, or (y) elect that the Estimated Closing Date Working Capital exceeds the Target Working Capital, or (B) decreased dollar for dollar to the extent the Estimated Closing Date Working Capital is less than Cash, the Target Working Capital, (ii) increased dollar for dollar to the extent that Estimated Closing Date Cash is greater than U.S.$0 Indebtedness and (iii) decreased dollar for dollar by the Estimated Assumed Indebtedness (Closing Transaction Expenses shall be deemed to be the Initial Cash Consideration, as adjusted pursuant to this sentence and Section 6.12“Closing Date Working Capital”, the “Closing Date Cash ConsiderationCash”, “Closing Date Indebtedness”, the “Closing Date Transaction Expense” and the “Closing Date Company’s Proportionate Share Shortfall”, respectively, without modification, and shall be final, binding and conclusive for all purposes hereunder. (b) The Company shall have an opportunity to review the Preliminary Closing Statement for a period of forty-five (45) days. If the Company concurs with the Preliminary Closing Statement, the Company shall deliver a written statement to Buyer within such forty-five (45) day period accepting the Preliminary Closing Statement (an “Acceptance Notice”)., in which case, or if the Company otherwise fails to object to such Preliminary Closing Statement within such forty-five (45) day period, the Preliminary Closing Date Balance Sheet, the Preliminary Working Capital Determination, the Preliminary Cash Determination, the Preliminary Indebtedness Determination,

Purchase Price Adjustment. (a) At least No later than five (5) Business Days prior to the anticipated Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Purchaser Buyer a certificate (the “Initial Closing Certificate”), executed by an executive officer of Seller, which shall set forth a calculation by Seller of Seller’s good faith estimated statement estimate of the Net Working Capital of the Business as of the close of business on the Closing Date (including each component thereof) (the “Estimated Closing Date Working Capital Statement”), and a certificate setting forth a good faith estimate of Working Capital as of close of business on the Closing Date (“Estimated Closing Date Net Working Capital”). On the Business Day prior to the anticipated Closing Date, Seller shall deliver to Buyer an estimate of updated Initial Closing Date Cash Certificate (the “Estimated Final Closing Date Cash”) and an estimate of Assumed Indebtedness (“Estimated Assumed Indebtedness”). The Estimated Closing Date Working Capital Statement shall be prepared in accordance with GAAP, as modified by the accounting policies specified on Schedule 2.3(a) (“Specified Accounting PoliciesCertificate”), executed by an executive officer of Seller, which shall set forth an updated calculation by Seller of the Estimated Net Working Capital (including each component thereof) to reflect any changes in the calculation set forth in the Initial Closing Certificate, including without limitation, any adjustments attributable to changes in the applicable exchange rates. For purposes of preparing the Initial Closing Certificate, the Final Closing Certificate and the Statement, (i) any Current Assets or Current Liabilities that are denominated in pound sterling shall be converted into United States dollars at the Conversion Rate and (ii) any Current Assets or Current Liabilities that are denominated in any currency other than United States dollars or pound sterling shall (A) be converted into pound sterling at the exchange rate set forth for such conversion in “The Wall Street Journal” dated (x) (in the case of the Initial Closing Certificate) the Business Day on which the Initial Closing Certificate is delivered by Seller to Buyer and (y) (in the case of the Final Closing Certificate and the Statement) one (1) Business Day preceding the Closing Date, and (B) following the conversion into pound sterling described in clause (A), converted into United States dollars at the Conversion Rate. The Pre-Adjusted Purchase Price payable at the Closing shall be either (I) increased, if the Estimated Net Working Capital as set forth in the Final Closing Certificate exceeds the Reference Net Working Capital as set forth on the Closing Schedule, by an amount equal to the extent consistent with GAAP, in accordance with the accounting principles, procedures, policies, methods that were employed in preparing the Benchmark Balance Sheet, consistently applied. The Initial Cash Consideration shall be (i)(A) increased dollar for dollar to the extent the Estimated Closing Date Working Capital exceeds the Target Working Capitalamount of such excess, or (BII) decreased dollar for dollar decreased, if the Reference Net Working Capital as set forth on the Closing Schedule exceeds the Estimated Net Working Capital as set forth in the Final Closing Certificate, by an amount equal to the extent the Estimated Closing Date Working Capital is less than the Target Working Capital, (ii) increased dollar for dollar to the extent that Estimated Closing Date Cash is greater than U.S.$0 and (iii) decreased dollar for dollar by the Estimated Assumed Indebtedness (the Initial Cash Consideration, as adjusted pursuant to this sentence and Section 6.12, the “Closing Date Cash Consideration”)amount of such excess.

Purchase Price Adjustment. (a) At least five The Company shall in good faith prepare and deliver, or cause to be prepared and delivered, to Purchaser not later than three (3) Business Days prior to the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Purchaser a good faith estimated written statement of Working Capital of the Business as of the close of business on the Closing Date (the “Estimated Closing Date Working Capital Statement”) setting forth (i) an estimated unaudited consolidated balance sheet of the Acquired Companies as of the Effective Time (the “Estimated Closing Balance Sheet”), and a certificate setting forth a (ii) its good faith estimate of (A) the Closing Working Capital as of close of business on the Closing Date (“Estimated Closing Date Net Working Capital”), an estimate of (B) the Closing Date Cash (“Estimated Closing Cash”), (C) the Closing Date CashIndebtedness (the “Estimated Closing Indebtedness”) and an estimate of Assumed Indebtedness (D) the Transaction Expenses (listed by payee) (the “Estimated Assumed IndebtednessClosing Transaction Expenses”), and (iii) the Company’s calculation of the Estimated Adjustment Amount, together with any information that Purchaser has reasonably requested to verify the amounts reflected in the Estimated Closing Statement. The Estimated Closing Date Working Capital Statement Balance Sheet shall be prepared using the same accounting practices, policies and methodologies used in accordance the preparation of the audited balance sheet of the Combined Companies for the fiscal year ended December 31, 2014, in a manner and on a basis consistent with GAAPthe sample balance sheet set forth in Section 2.7(a) of the Company Disclosure Schedule (which, as modified by solely for purposes of illustration, assumes the accounting policies specified Closing occurred on Schedule 2.3(a) (“Specified Accounting Policies”December 31, 2014), except that such Estimated Closing Balance Sheet shall exclude all deferred income Taxes (other than with respect to DBFC), the Retained Assets and to the extent consistent with GAAPRetained Liabilities and Closing Working Capital, Closing Date Cash, Closing Date Indebtedness, and Transaction Expenses shall be determined in accordance with the accounting principles, procedures, policies, methods that were employed definitions contained in preparing the Benchmark Balance Sheet, consistently appliedthis Agreement. The Initial Cash Consideration Sellers shall be (i)(A) increased dollar for dollar provide Purchaser and its representatives reasonable and prompt access to the work papers used in the preparation of the Estimated Closing Statement upon Purchaser’s request. Purchaser shall have the right to review the Estimated Closing Statement and object to any elements thereof, and the Company, on the one hand, and Purchaser, on the other hand, shall cooperate in good faith to resolve any such objections prior to the Closing and update the Estimated Closing Balance Sheet accordingly; provided that, to the extent such objections are not resolved prior to Closing, the Estimated Closing Date Working Capital exceeds the Target Working Capital, or (B) decreased dollar for dollar to the extent the Estimated Closing Date Working Capital is less than the Target Working Capital, (ii) increased dollar for dollar to the extent that Estimated Closing Date Cash is greater than U.S.$0 and (iii) decreased dollar for dollar Balance Sheet delivered by the Estimated Assumed Indebtedness (Company in accordance with this Section 2.7(a) shall control but shall be subject to adjustment after the Initial Cash Consideration, as adjusted Closing pursuant to this sentence and Section 6.12, the “Closing Date Cash Consideration”)2.7.

Purchase Price Adjustment. (a) Estimated Working Capital, Estimated Cash on Hand, Estimated Indebtedness. At least five two (2) Business Days prior to the Closing Date, Seller the Company shall prepare, or cause to be prepared, and deliver to Purchaser the Buyer a balance sheet of the Acquired Entities containing (i) the Company’s good faith estimated statement estimate of the Working Capital of the Business as of the close of business on the Closing Date (the “Estimated Closing Date Working Capital Statement”), and a certificate setting forth a good faith estimate of Working Capital as of close of business on the Closing Date (“Estimated Closing Date Working Capital”), an (ii) the Company’s good faith estimate of the Cash on Hand as of the Closing Date (the “Estimated Cash on Hand”) and (iii) the Company’s good faith estimate of the Acquired Entity Indebtedness as of the Closing Date (the “Estimated Indebtedness”), prepared based on the same principles and methodology utilized in preparing the Financial Statements, together with all work papers and copies of source documents that reasonably support and document the Company’s determination in preparing such balance sheet. Buyer shall have the right to review such balance sheet prior to Closing, and the Company shall revise such balance sheet prior to Closing to reflect Buyer’s reasonable comments to the extent such comments are not inconsistent with the principles and methodology utilized in preparing the Financial Statements (such balance sheet, reflecting any amendments in accordance with this Section, the “Estimated Closing Date Cash”) and an estimate of Assumed Indebtedness (“Estimated Assumed IndebtednessBalance Sheet”). The If the Estimated Closing Date Working Capital Statement shall be prepared in accordance with GAAP, as modified by the accounting policies specified reflected on Schedule 2.3(a) (“Specified Accounting Policies”), and to the extent consistent with GAAP, in accordance with the accounting principles, procedures, policies, methods that were employed in preparing the Benchmark Balance Sheet, consistently applied. The Initial Cash Consideration shall be (i)(A) increased dollar for dollar to the extent the Estimated Closing Date Working Capital exceeds the Target Working Capital, or (B) decreased dollar for dollar to the extent the Estimated Closing Date Working Capital Balance Sheet is less than the Target Working CapitalCapital Target, (ii) increased then the Closing Consideration to be paid pursuant to Section 2.2 will be decreased dollar-for-dollar for dollar to by the extent that amount of such shortfall. If the Estimated Working Capital reflected on the Estimated Closing Date Cash Balance Sheet is greater than U.S.$0 and (iiithe Working Capital Target, then the Closing Consideration to be paid pursuant to Section 1.6(c)(i) decreased dollar for will be increased dollar-for-dollar by the amount of such excess. If the Estimated Assumed Cash on Hand is less than zero dollars ($0), then the Closing Consideration to be paid pursuant to Section 1.6(c)(i) will be decreased dollar-for-dollar by the amount of such shortfall. If the Estimated Cash on Hand is greater than zero dollars ($0), then the Closing Consideration to be paid pursuant to Section 1.6(c)(i) will be increased dollar-for-dollar by the amount of such excess. If the Estimated Indebtedness is greater than zero dollars ($0), then the Initial Cash ConsiderationClosing Consideration to be paid pursuant to Section 1.6(c)(i) will be decreased dollar-for-dollar by the amount of such excess. For the avoidance of doubt, as adjusted no adjustments to the Closing Consideration made pursuant to this sentence and Section 6.12, the “Closing Date Cash Consideration”)2.4 shall be double counted.