Common use of Purchase Price Calculation Clause in Contracts

Purchase Price Calculation. (a) Not less than five (5) Business Days prior to the anticipated Initial Closing Date, LivaNova shall deliver to Purchaser a written statement (the “Estimate Report”), certified on behalf of LivaNova by its Chief Financial Officer, setting forth (i) LivaNova’s good faith calculation in reasonable detail of its estimates of Net Working Capital, Transferred Subsidiary Cash, Transferred Subsidiary Debt, 2017 EBITDA and the Adjustment Amount (“Estimated Adjustment Amount”), which estimates shall (absent manifest error) be used to determine the Purchase Price to be paid to LivaNova at the Initial Closing and (ii) reasonably detailed documentation supporting the basis of all such calculations described in the foregoing clause (i). During the period of five (5) Business Days prior to the Initial Closing Date, LivaNova shall consider in good faith any comments made by Purchaser to the Estimate Report and will make any revisions to the Estimate Report that are agreed between LivaNova and Purchaser. (b) At the Initial Closing, Purchaser shall deliver (i) to LivaNova, payment, by wire transfer of immediately available funds to one or more accounts designated in writing by LivaNova (such designation to be made at least two (2) Business Days prior to the Initial Closing Date), of an aggregate amount equal to the Purchase Price (calculated using the Estimated Adjustment Amount, the “Initial Closing Date Payment”), and (ii) to Sellers, as applicable, (w) a duly executed counterpart to each of the Local Transfer Agreements, (x) a duly executed counterpart to the Transition Services Agreement, (y) a duly executed counterpart to the Trademark License Agreement and (z) a duly executed counterpart to each of the Saluggia Leases.

Purchase Price Calculation. (a) Not less No later than five (5) Business Days prior to three business days before Closing, the anticipated Initial Closing DateCompany shall have prepared, LivaNova shall deliver in consultation with Purchaser, and delivered to Purchaser a written statement (the “Estimate ReportClosing Statement”), certified on behalf of LivaNova by its Chief Financial Officer, ) setting forth (i) LivaNova’s good faith calculation in reasonable detail of its estimates of Net Working Capital, Transferred Subsidiary Cash, Transferred Subsidiary Debt, 2017 EBITDA and the Adjustment Amount (“Estimated Adjustment Amount”), which estimates shall (absent manifest error) be used to determine the Purchase Price as adjusted pursuant to be paid Sections 5.12 and 5.13 together with unaudited consolidated financial statements of the Company and the Subsidiaries as of and for the two months ended February 28, 2006. At Closing, the Escrow Agent shall retain Five Million Dollars ($5,000,000) from the Purchase Price (the “Holdback”) to LivaNova at the Initial Closing and (ii) reasonably detailed documentation supporting the basis of all such calculations described cover any potential deficiencies in the foregoing clause (i)Purchase Price calculation pursuant to Section 5.13 and to protect Purchaser against any breaches of any of the representations, warranties and covenants by the Company or the Seller set forth in this Agreement. During If information becomes available within 150 days following the period of five (5) Business Days prior Closing that causes either Purchaser or Seller to assert that the adjustments to the Initial Base Purchase Price as of the Closing Date pursuant to Section 5.12 or 5.13 (“Closing Adjustments”) were incorrect and that subsequent adjustments (the “Proposed Adjustments”) should be made, the claiming Party shall give notice of the Proposed Adjustments to the other Party and to the Escrow Agent, and the Parties shall in good faith work together to reconcile any disagreement they have concerning the Proposed Adjustments and to agree to a final adjustment (the “Final Adjustment”) to the Purchase Price. If the Parties have not agreed to the Final Adjustment within 180 days following the Closing Date, LivaNova a public accounting firm selected by Seller but reasonably acceptable to Purchaser (the “Accountant”) shall consider in good faith any comments made perform an audit and determine the Final Adjustment. The Parties agree that the Accountant’s determination of the Final Adjustment shall be conclusive, and the Accountant’s fees associated with the audit of such Final Adjustment shall be paid one-half by Purchaser to the Estimate Report Seller and will make any revisions to the Estimate Report that are agreed between LivaNova and one-half by Purchaser. (b) At any time on or before the Initial Closingdate that is 180 days after the Closing Date (the “Claim Period”), Purchaser will have the right to notify the Seller and the Escrow Agent in writing pursuant to the Escrow Agreement that Purchaser is making a claim with respect to the Escrow for a breach of the Company’s or the Seller’s representations, warranties and/or covenants contained herein (each such claim, a “Breach”). Such notice will specify the nature of the Breach with reasonable detail and specificity and the amount Purchaser proposes to be paid out of the Escrow with respect to such Breach. In the event the Seller disputes any of Purchaser’s claims of Breach, the Seller will notify the Purchaser and the Escrow Agent in writing thereof within 10 days after receipt of such notice. In the event the Seller and Purchaser are unable to resolve such dispute within 45 days after receipt by the Escrow Agent of the notice of dispute, such dispute will be submitted to arbitration as provided in Section 8.16. (c) At any time subsequent to the Claim Period that there has been a final determination, pursuant to Section 5.14(a) above, concerning the Final Adjustment, then the following shall deliver occur: (i) the Escrow Agent shall deliver to LivaNovaSeller that portion, paymentif any, of the Holdback that exceeds the sum of (A) the amount, if any, by wire transfer which the Final Adjustment pursuant to Section 5.14(a) above provides for an increase in the Purchase Price, and (B) the aggregate amounts, if any, claimed pursuant to Section 5.14(b) above, by Purchaser, for Breaches. If the Final Adjustment pursuant to 5.14(a) above provides for a decrease in the Purchase Price, then there will be no amount added or subtracted pursuant to clause (A) of immediately available funds the foregoing sentence. Amounts withheld in the Escrow with respect to one or more accounts designated in writing by LivaNova (such designation to asserted Breaches shall be made at least two (2) Business Days prior disposed of pursuant to the Initial Closing Dateprovisions of Sections 5.14(c)(ii) and (iii) immediately below. (ii) Upon the determination by the Parties of each Breach claimed by Purchaser pursuant to Section 5.14(b), the Escrow Agent will be authorized to release additional portions of an aggregate amount equal the Holdback to Seller, but only to the Purchase Price extent that is justified by the calculation set forth above in Section 5.14(c)(i) immediately above. (calculated using iii) At such time that all claims for Breaches made by Purchaser pursuant to Section 5.14(b) have been finalized, then the Estimated Adjustment AmountSeller shall be paid the amount, if any, of the “Initial Closing Date Payment”Holdback to which Seller is entitled pursuant to the calculation set forth in Section 5.14(c)(i), and (ii) to Sellers, as applicable, (w) a duly executed counterpart to each the Purchaser shall be paid whatever portion of the Local Transfer Agreements, (x) a duly executed counterpart to the Transition Services Agreement, (y) a duly executed counterpart to the Trademark License Agreement and (z) a duly executed counterpart to each of the Saluggia LeasesHoldback remains thereafter.

Purchase Price Calculation. 10.2.1 No later than forty-five (45) Business Days after the Closing Date, the Buyer shall send a draft Purchase Price Calculation to the Majority Sellers’ Representatives consisting of a calculation accompanied by relevant documentation of (i) the Enterprise Value; (ii) the Final Net Debt; (iii) the Final Net Working Capital; (iv) the Adjustment Amount; and (v) the Purchase Price in accordance with clause 5. 1. The Buyer must procure that the Company makes available all necessary and reasonable information and employees to enable the Majority Sellers’ Representative to assess the Buyer’s Purchase Price Calculation. For the avoidance of doubt, no adjustment shall be made to the Purchase Price, if the Final Net Working Capital falls within the Lower Net Working Capital Target or the Upper Net Working Capital Target. 10.2.2 If the Majority Sellers’ Representatives agrees to the draft Purchase Price Calculation, it will be final and binding on the Parties. 10.2.3 If the Majority Sellers’ Representatives disagree with the draft Purchase Price Calculation, the Majority Sellers’ Representatives must on behalf of the Majority Sellers give Notice of an Objection to the Buyer no later than 15 Business Days after receipt of the draft Purchase Price Calculation. To be legally effective, the Objection must contain a detailed description of the Disputed Matters and refer to the provisions of the Agreement that the Majority Sellers’ Representatives invokes in support of its position, including the amount (or estimated amount) involved by the Objection. Otherwise, the Purchase Price Calculation will be final and binding on the Parties. 10.2.4 If the Majority Sellers’ Representatives give a valid Notice of an Objection in accordance with clause 10.2.3, the Parties must attempt to reach an agreement on the Disputed Matters no later than fifteen (15) Business Days after the Buyer’s receipt of the Objection. If the Parties are unable to reach an agreement within this time limit, either Party may demand that the Disputed Matters are referred to the Expert. (a) Not less than five (5) Business Days prior The Expert will decide on the Disputed Matters in accordance with the Agreement and the Accounting Principles and will revise the draft Purchase Price Calculation to the anticipated Initial Closing Date, LivaNova shall deliver to Purchaser a written statement (extent that the “Estimate Report”), certified Expert’s decision on behalf of LivaNova by its Chief Financial Officer, setting forth (i) LivaNova’s good faith calculation in reasonable detail of its estimates of Net Working Capital, Transferred Subsidiary Cash, Transferred Subsidiary Debt, 2017 EBITDA and the Adjustment Amount (“Estimated Adjustment Amount”), which estimates shall (absent manifest error) be used to determine Disputed Matters deviates from the draft Purchase Price to be paid to LivaNova at Calculation. If the Initial Closing and (ii) reasonably detailed documentation supporting decision of the Disputed Matters depends on an accounting estimate, the Expert must make an independent estimate on the basis of all what he considers to be fair and reasonable under the Agreement. The Expert is not authorised to decide on any legal dispute concerning the interpretation of the Agreement. Any such calculations described dispute must be decided in the foregoing accordance with clause (i). During the period of five (5) Business Days prior to the Initial Closing Date, LivaNova shall consider in good faith any comments made by Purchaser to the Estimate Report and will make any revisions to the Estimate Report that are agreed between LivaNova and Purchaser22. (b) At The Purchase Price Calculation prepared by the Initial ClosingExpert will be final and binding on the Parties, Purchaser shall deliver and it can only be changed in accordance with clause 22 in the event of fraudulent acts or obvious errors. (ic) The Expert will make decisions as to LivaNova, payment, by wire transfer of immediately available funds costs and their apportionment between the Parties. The Expert must take into account the extent to one or more accounts designated in writing by LivaNova which the Parties’ positions deviate from his decision. 10.2.5 No later than ten (such designation to be made at least two (210) Business Days prior to the Initial Closing Date), of an aggregate amount equal to after the Purchase Price (calculated using Calculation has become final and binding on the Estimated Adjustment AmountParties, the “Initial Adjustment Amount must be settled between the Parties with the addition of Interest from the earlier of the submission the Purchase Price Calculation to the Majority Sellers’ Representatives pursuant to clause 10.2.1 or the date falling forty-five (45) Business Days after the Closing Date Payment”), and (ii) to Date. Default Interest will be payable from the expiry of this time limit. 10.2.6 If the Adjustment Amount is in favour of the Sellers, as applicable, (w) a duly executed counterpart the Adjustment Amount less the Holdback Amount shall be paid in cash to each the Sellers. If the Adjustment Amount is in favour of the Local Transfer AgreementsBuyer, (x) a duly executed counterpart the Buyer may choose to reduce the Transition Services Agreement, (y) a duly executed counterpart to Holdback Amount by the Trademark License Agreement and (z) a duly executed counterpart to each Adjustment Amount in favour of the Saluggia LeasesBuyer (or a part thereof). 10.2.7 If the Buyer has submitted a Notice of a Claim pursuant to clause 15 (Squeeze-Out Defence Indemnity) on or before the date falling twenty (20) Business Days after expiry of the three-months period for Involuntary Minority Sellers to demand the redemption price determined by the Redemption Expert as set out in clause 16.3.6.4, the Buyer’s obligation to pay the Holdback Amount (or the reduced Holdback Amount) shall be suspended until such time where the Buyer’s Claim for indemnification pursuant to clause 15 has been finally settled.

Purchase Price Calculation. (a) Not less than five (5) Business Days prior The amount of the Purchase Price, as defined in Section 1.3, shall be determined pursuant to this Section 1.10. Notwithstanding anything to the anticipated Initial Closing Datecontrary in this Agreement, LivaNova shall deliver to Purchaser a written statement (the “Estimate Report”), certified on behalf of LivaNova by its Chief Financial Officer, setting forth (i) LivaNova’s good faith calculation in reasonable detail of its estimates of Net Working Capital, Transferred Subsidiary Cash, Transferred Subsidiary Debt, 2017 EBITDA and the Adjustment Amount (“Estimated Adjustment Amount”), which estimates shall (absent manifest error) be used to determine the for all Purchase Price to calculations, the Assumed Liabilities listed on Schedule 1.4(v) will be paid to LivaNova valued at the Initial Closing and (ii) reasonably detailed documentation supporting the basis of all such calculations described in the foregoing clause (iamounts shown on Schedule 1.4(v). During the period of five (5) Business Days prior to the Initial Closing Date, LivaNova shall consider in good faith any comments made by Purchaser to the Estimate Report and will make any revisions to the Estimate Report that are agreed between LivaNova and Purchaser. (b) At the Initial Closing, Purchaser shall deliver (i) to LivaNova, payment, by wire transfer of immediately available funds to one or more accounts designated in writing by LivaNova (such designation to be made at least No later than two (2) Business Days days prior to the Initial Closing Date, the Seller shall prepare and deliver to the Buyer an estimated Statement of Purchased Assets and Assumed Liabilities of the Seller and the Subsidiaries as of the start of business on the Closing Date, which will reflect the Purchased Assets, the assets of the Subsidiaries and the Assumed Liabilities (the "Closing Statement"), prepared in accordance with generally accepted accounting principles consistently applied (the "Estimated Closing Statement"). The Purchased Asset and Assumed Liabilities accounts on the Estimated Closing Statement shall be used to calculate the estimated Purchase Price as of an aggregate amount equal the start of business on the Closing Date, with any off-balance sheet liabilities valued at their nominal fair market value (the "Estimated Purchase Price") . (c) The Buyer shall review the Estimated Closing Statement and Estimated Purchase Price and the parties shall resolve in good faith any disagreements concerning such estimates prior to the anticipated Closing Date. (d) After the Closing, the Purchase Price will be determined as follows: (calculated using i) Within thirty (30) calendar days after the Estimated Adjustment AmountClosing, the “Initial Seller shall prepare and deliver to the Buyer a Statement of Purchased Assets and Assumed Liabilities, prepared in accordance with generally accepted accounting principles consistently applied (the "Closing Date Payment”Statement"). The applicable Closing Statement Purchased Asset and Assumed Liabilities accounts shall be used to calculate the Purchase Price as of the start of business on the Closing Date, with any off-balance sheet liabilities valued at their nominal fair market value (the "Final Purchase Price"). The Buyer shall have a period of thirty (30) calendar days from receipt of the Closing Statement to review such statement and the Seller's calculation of Final Purchase Price. In connection therewith, the Buyer shall provide the Seller and its representatives with access to all records and work papers necessary to prepare, compute or verify the Closing Statement and the Final Purchase Price. (ii) Within thirty (30) calendar days following receipt by the Buyer of the Closing Statement, the Buyer shall deliver written notice (a "Notice of Disagreement") to Sellersthe Seller of any dispute the Buyer has with respect to the preparation or content of such Closing Statement or calculation of the Final Purchase Price. The Notice of Disagreement must describe in reasonable detail the items contained in the Closing Statement or calculation of Final Purchase Price that the Buyer disputes and the basis for any such dispute. If the Buyer does not notify the Seller in writing of a dispute with respect to the Closing Statement or calculation of the Final Purchase Price within such thirty (30) day period, the calculation of the Final Purchase Price reflected in the Closing Statement will be final, conclusive and binding on the Seller and the Buyer. If a Notice of Disagreement is delivered to the Seller, the Buyer and the Seller shall negotiate in good faith to resolve the disputed items contained therein. If the Buyer and the Seller, notwithstanding such good faith effort, fail to resolve such disputed items within fifteen (15) calendar days after delivery of the Notice of Disagreement to the Seller, then the Buyer and the Seller jointly shall engage a recognized independent public accounting firm as may be mutually agreed (the "Independent Accountant"), to resolve such disputed items in accordance with the standards set forth in this clause (d). The Seller and the Buyer shall cooperate in the engagement of the Independent Accountant and shall use reasonable efforts to cause the Independent Accountant to render a written decision resolving the matters submitted to the Independent Accountant as promptly as practicable. The scope of the disputes to be resolved by the Independent Accountant will be limited to the items in dispute that were properly included in the Notice of Disagreement. The Independent Accountant's decision will be based solely on written submissions by the Seller and its representatives and written submissions by the Buyer and its representatives. The Independent Accountant may not assign a value to a disputed item greater than the greatest value assigned to the disputed item by the Buyer, on the one hand, or the Seller, on the other hand, or smaller than the smallest value assigned to the disputed item by the Buyer on the one hand, or the Seller, on the other hand. All determinations made by the Independent Accountant will be final, conclusive and binding on the Buyer and the Seller and judgment may be entered upon the determination of the Independent Accountant in any court having jurisdiction over the party against which such determination is to be enforced. The fees and expenses of the Independent Accountant shall be shared equally between the Buyer and the Seller. (iii) For purposes of complying with the terms set forth in this Section 1.10(d), the Seller shall cooperate with and make available to the Buyer and its representatives all information, records, data and working papers, as applicable, (w) a duly executed counterpart to each may be reasonably required in connection with the analysis of the Local Transfer AgreementsClosing Statement and Final Purchase Price and the resolution of any disputes thereunder. (iv) After giving effect to this Section 1.10(d), the Purchase Price shall either be (xA) a duly executed counterpart to increased by the Transition Services Agreementamount, if any, by which (y1) a duly executed counterpart to Final Purchase Price exceed (2) Estimated Purchase Price or (B) decreased by the Trademark License Agreement and amount, if any, by which (z1) a duly executed counterpart to each of the Saluggia Leases.Estimated Purchase Price exceeds

Purchase Price Calculation. No later than four (a4) Not less than five (5) Business Days prior to the anticipated Initial Closing Datedays before Closing, LivaNova shall Company will deliver to Purchaser a written statement (the “Estimate ReportClosing Statement”) setting forth the Base Purchase Price as adjusted pursuant to Sections 5.12 and 5.13 of this Agreement. At Closing, Escrow Agent shall retain $200,000 of the Purchase Price (the “Holdback”) to cover any potential deficiencies in the Purchase Price calculation pursuant to Section 5.13. If information becomes available during the 75-day period following the Closing that causes either Purchaser or Sellers to determine that the actual adjustments to the Base Purchase Price as of the Closing Date pursuant to Section 5.13 (“Proposed Adjustments”) varied from the estimated amount set forth in the Purchase Price calculation pursuant to Section 5.13 used to prepare the Closing Statement (the “Estimated Adjustments”), certified on behalf the parties shall in good faith work together to reconcile any discrepancy between the Proposed Adjustments and the Estimated Adjustments. If the parties have not agreed regarding such discrepancy within eighty-five (85) days following the Closing Date, Xxxx Frankfurt Xxxxx & Xxxx, L.L.P. shall perform an audit and determine the final adjustments to be made pursuant to Section 5.13 (“Final Adjustments”). The parties agree that Xxxx Frankfurt Xxxxx & Xxxx, L.L.P.’s determination of LivaNova the Final Adjustments shall be conclusive, and Xxxx Frankfurt Xxxxx & Xxxx, L.L.P.’s fees associated with the audit of such Final Adjustments shall be paid one-half by its Chief Financial OfficerSellers and one-half by Purchaser. No later than ninety-five (95) days following the Closing Date, setting forth (i) LivaNova’s good faith calculation in reasonable detail of its estimates of Net Working Capitalif it is determined that, Transferred Subsidiary Cashbased upon the Final Adjustments, Transferred Subsidiary Debt, 2017 EBITDA and the Adjustment Amount Base Purchase Price was increased more than it should have been increased (such amount is referred to as “Estimated Adjustment AmountExcess Estimate”), which estimates the Purchaser may retain for its own account such part of the Holdback as equals the Excess Estimate and, if the Excess Estimate is less than the Holdback, Purchaser shall (absent manifest error) be used retain the portion of the Holdback equal to determine the Purchase Price Excess Estimate and pay the balance of the Holdback to be paid to LivaNova at the Initial Closing and Sellers; (ii) reasonably detailed documentation supporting if the basis of all such calculations described in Excess Estimate exceeds the foregoing clause (i). During the period of five (5) Business Days prior to the Initial Closing Date, LivaNova shall consider in good faith any comments made by Purchaser to the Estimate Report and will make any revisions to the Estimate Report that are agreed between LivaNova and Purchaser. (b) At the Initial ClosingHoldback, Purchaser shall deliver retain all of the Holdback and Sellers shall not be liable to Purchaser for any additional amount; or (iiii) to LivaNovaif it is determined that, paymentbased upon the Final Adjustments, by wire transfer of immediately available funds to one or the Base Purchase Price was decreased more accounts designated in writing by LivaNova than it should have been decreased (such designation amount is referred to be made at least two (2) Business Days prior as “Estimate Shortfall”), Purchaser will pay to the Initial Closing Date), of Sellers an aggregate amount equal to the Purchase Price (calculated using the Estimated Adjustment Amount, the “Initial Closing Date Payment”), and (ii) to Sellers, as applicable, (w) a duly executed counterpart to each sum of the Local Transfer Agreements, Estimate Shortfall (xup to a maximum of $300,000) a duly executed counterpart to plus the Transition Services Agreement, (y) a duly executed counterpart to the Trademark License Agreement and (z) a duly executed counterpart to each of the Saluggia LeasesHoldback.

Purchase Price Calculation. (a) Not less No later than five (5) Business Days prior to the anticipated Initial Closing Datethree business days before Closing, LivaNova shall Seller will prepare and deliver to Purchaser a written statement (the “Estimate ReportClosing Statement”) setting forth the Base Purchase Price as adjusted pursuant to Section 5.6,Section 5.10 and Section 5.11. If information disclosed by the audited financial statements of the Company for the year ended December 31, 2007 (which Seller anticipates having available on or before May 30, 2008) or other information becomes available that causes either Purchaser or Seller to determine that, on a “look-back” basis, the adjustments that should have been made to the Base Purchase Price as of the Closing Date pursuant to Sections 5.6, 5.10 and 5.11 (“Proposed Adjustments”) vary from the estimated amount set forth in the Purchase Price calculation pursuant to this Section 5.12 used to prepare the Closing Statement (the “Estimated Adjustments”), certified on behalf of LivaNova by its Chief Financial Officer, setting forth (i) LivaNova’s the Parties shall in good faith calculation in reasonable detail of its estimates of Net Working Capital, Transferred Subsidiary Cash, Transferred Subsidiary Debt, 2017 EBITDA work together to reconcile any discrepancy between the Proposed Adjustments (including their respective views as to the Proposed Adjustments) and the Adjustment Amount Estimated Adjustments. If the Parties have not agreed and entered into a cash settlement of any such discrepancy within 120 days following the Closing Date, either Seller or Purchaser may instruct Accountant to review and determine what the final adjustments should have been pursuant to Sections 5.6, 5.10 and 5.11 (the “Estimated Adjustment AmountFinal Adjustments”). The Parties agree that Accountant’s review and determination of the Final Adjustments shall be conclusive, and Accountant’s fees associated with its review and determination of such Final Adjustments shall be paid one-half by Seller and one-half by Purchaser. No later than three business days following the Accountant's determination of the Final Adjustments: (a) if it is determined that, based upon the Final Adjustments, the Base Purchase Price was increased more than it should have been increased, or should have been decreased instead of increased (such amount, including both the erroneous increase and the amount that it should have been decreased is referred to as the “Excess”), which estimates shall (absent manifest error) be used Seller will pay to determine the Purchase Price to be paid to LivaNova at the Initial Closing and (ii) reasonably detailed documentation supporting the basis of all such calculations described in the foregoing clause (i). During the period of five (5) Business Days prior to the Initial Closing Date, LivaNova shall consider in good faith any comments made by Purchaser to the Estimate Report and will make any revisions to the Estimate Report that are agreed between LivaNova and Purchaser. (b) At the Initial Closing, Purchaser shall deliver (i) to LivaNova, payment, by wire transfer of immediately available funds to one or more accounts designated in writing by LivaNova (such designation to be made at least two (2) Business Days prior to the Initial Closing Date), of an aggregate amount equal to the Excess; or (b) if it is determined that, based upon the Final Adjustments, the Base Purchase Price was decreased more than it should have been decreased, or should have been increased instead of decreased (calculated using such amount, including both the Estimated Adjustment Amount, erroneous decrease and the amount it should have been increased is referred to as the “Initial Closing Date PaymentShortfall”), and (ii) Purchaser will pay to Sellers, as applicable, (w) a duly executed counterpart Seller an amount equal to each the sum of the Local Transfer Agreements, (x) a duly executed counterpart Shortfall. Any Excess payable by Seller to Purchaser or any Shortfall payable by Purchaser to Seller will include interest on such amount computed at six percent per annum from the Closing Date to the Transition Services Agreement, (y) a duly executed counterpart to the Trademark License Agreement and (z) a duly executed counterpart to each date of the Saluggia Leasessuch payment.