Common use of Adjustment of Purchase Price Clause in Contracts

Adjustment of Purchase Price. Upon determination of the Final Adjustment Statement and Final Post-Closing Adjustment pursuant to Section 2.7(d): (i) If the Purchase Price is less than the Estimated Purchase Price (the “Seller Deficiency Amount”), then Buyer and Seller shall deliver joint written instructions to the Escrow Agent directing the Escrow Agent, in accordance with the terms of this Agreement and the Escrow Agreement, to (A) disburse the amount of the Final Post-Closing Adjustment to Buyer from the Adjustment Escrow Amount by means of a wire transfer of immediately available funds to the account designated by ▇▇▇▇▇ and (B) disburse the remainder of the Adjustment Escrow Amount to Seller by means of a wire transfer of immediately available funds to the account designated by Seller in the Escrow Agreement (the “Seller Escrow Account”); provided, that if the amount of such Final Post-Closing Adjustment exceeds the Adjustment Escrow Amount, within five Business Days of the final determination of the Final Post-Closing Adjustment, the Seller Parties, on a joint and several basis, shall pay the amount by which the Final Post-Closing Adjustment exceeds the Adjustment Escrow Amount to Buyer via wire transfer of immediately available funds to an account designated by Buyer in writing. (ii) If the Purchase Price is greater than the Estimated Purchase Price, then within five Business Days of the final determination of the Final Post-Closing Adjustment, Buyer shall pay the Final Post-Closing Adjustment to Seller by means of a wire transfer of immediately available funds to the Seller Escrow Account and Buyer and Seller shall deliver joint written instructions to the Escrow Agent directing the Escrow Agent to disburse the Adjustment Escrow Amount to the Seller Escrow Account (for the benefit of the Seller Parties) in accordance with the terms of the Escrow Agreement. (iii) Any post-Closing payment by Buyer or the Seller Parties under this Agreement, including pursuant to this Section 2.7, shall be treated as an adjustment to the Purchase Price, unless a contrary treatment is required by Applicable Law.

Adjustment of Purchase Price. Upon determination of the Final Adjustment Statement and Final Post-Closing Adjustment pursuant to Section 2.7(d):2.4.4: (ia) If the Purchase Price is less than the Estimated Purchase Price (the “Seller Deficiency Amount”), then within five Business Days after the final determination of the Final Post-Closing Adjustment, Buyer and Seller shall deliver joint written instructions to the Escrow Agent directing to cause the Escrow Agent, in accordance with the terms of this Agreement and Agent to distribute from the Escrow AgreementAmount to Buyer, an amount equal to the lesser of (Ai) disburse an amount equal to the amount of by which the Final Post-Closing Adjustment Purchase Price is less than the Estimated Purchase Price, and (ii) the Escrow Amount. If, after payment to Buyer from the Escrow Amount pursuant to the preceding sentence, any portion of the Escrow Amount remains, the Escrow Agent shall retain such amount until such Escrow Amount is to be disbursed in accordance with Section 9.8. If the amount payable to Buyer pursuant to this Section 2.4.5(a) exceeds the Escrow Amount (the amount of such excess, the “Shortfall Amount”), Seller shall (concurrent with the release of the Adjustment Escrow Amount pursuant to this Section 2.4.5(a), cause the Shortfall Amount to be paid to Buyer by means of a wire transfer of immediately available funds to the account designated by ▇▇▇▇▇ and (B) disburse the remainder of the Adjustment Escrow Amount to Seller by means of a wire transfer of immediately available funds to the account designated by Seller in the Escrow Agreement (the “Seller Escrow Account”); provided, that if the amount of such Final Post-Closing Adjustment exceeds the Adjustment Escrow Amount, within five Business Days of the final determination of the Final Post-Closing Adjustment, the Seller Parties, on a joint and several basis, shall pay the amount by which the Final Post-Closing Adjustment exceeds the Adjustment Escrow Amount to Buyer via wire transfer of immediately available funds to an account designated by Buyer in writing▇. (iib) If the Purchase Price is greater than the Estimated Purchase Price, then within five Business Days of after the final determination of the Final Post-Closing Adjustment, Buyer shall pay the Final Post-Closing Adjustment make or cause to be made payment to Seller by means of a wire transfer of immediately available funds to the Seller Escrow Account and Buyer and Seller shall deliver joint written instructions account(s) designated by Seller, of an amount equal to the Escrow Agent directing amount by which the Escrow Agent to disburse Purchase Price exceeds the Adjustment Escrow Amount to the Seller Escrow Account (for the benefit of the Seller Parties) in accordance with the terms of the Escrow AgreementEstimated Purchase Price. (iiic) Any post-Closing Except for the purpose of computing any brokerage fee or other compensation to Broker, any payment by Buyer or the Seller Parties under this Agreement, including pursuant to this Section 2.72.4.5, shall be treated as an adjustment to the Purchase Price, unless a contrary treatment is required by Applicable Law.

Adjustment of Purchase Price. Upon determination of (a) Within 20 days after the Final Adjustment Statement and Final Post-Closing Adjustment pursuant to Section 2.7(d): (i) If the Purchase Price is less than the Estimated Purchase Price (the “Seller Deficiency Amount”)Date, then Buyer and Seller shall deliver joint written instructions to the Escrow Agent directing the Escrow Agent, in accordance with the terms of this Agreement and the Escrow Agreement, to (A) disburse the amount of the Final Post-Closing Adjustment to Buyer from the Adjustment Escrow Amount by means of a wire transfer of immediately available funds to the account designated by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP shall prepare and (B) disburse the remainder of the Adjustment Escrow Amount deliver, at Buyer's expense, to Buyer and Seller by means of a wire transfer of immediately available funds draft Closing Balance Sheet. If Buyer or Seller shall have any objections to the account designated draft Closing Balance Sheet, such objecting party will deliver a detailed statement describing its objections to the other party within 15 days after receiving the draft Closing Balance Sheet. Buyer and Seller will use their reasonable best efforts to resolve any such objections. If a final resolution is not obtained within five business days after Seller or Buyer, as the case may be, has received the statement of objections, Buyer and Seller will select an accounting firm mutually acceptable to them to resolve any remaining objections. If Buyer and Seller are unable to agree (b) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP will revise the draft Closing Balance Sheet as appropriate to reflect the resolution of Seller's or Buyer's objections (as agreed upon by the parties or directed by such accounting firm) and deliver it to Buyer and Seller in within five business days after the Escrow Agreement (the “Seller Escrow Account”); provided, that if the amount resolution of such Final Post-objections. Such revised statement shall constitute the Closing Adjustment exceeds the Adjustment Escrow AmountBalance Sheet. (c) If Closing Net Working Capital is equal to or greater than $450,000, within five Business Days of the final determination of the Final Post-Closing Adjustment, the Seller Parties, on a joint and several basis, Buyer shall pay Seller the entire Working Capital Adjustment Holdback plus the amount, if any, by which Closing Net Working Capital exceeds $500,000. If Closing Net Working Capital is less than $450,000 but greater than ($50,000), Buyer shall pay Seller the Working Capital Adjustment Holdback less the amount, if any, by which Closing Net Working Capital is less than $450,000. If Closing Net Working Capital is less than ($50,000), Buyer shall retain the Working Capital Adjustment Holdback and Seller shall pay Buyer the amount by which Closing Net Working Capital is less than ($50,000). Any payment required by this subsection shall be made within five days after the Final Post-Closing Adjustment exceeds the Adjustment Escrow Amount to Buyer via wire transfer of immediately available funds to an account designated by Buyer in writingBalance Sheet is finally determined. (iid) If any unresolved objections are submitted to an accounting firm for resolution as provided above, the Purchase Price is greater than fees and expenses of such accounting firm shall be borne by the Estimated Purchase Price, then within five Business Days objecting party in proportion to the relative dollar amount of the final determination objections of such party that are not approved by such accounting firm, and any remaining fees and expenses shall be borne by the Final Postnon-objecting party. (e) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP will make the work papers used in preparing the draft Closing Adjustment, Buyer shall pay the Final Post-Closing Adjustment Balance Sheet available to Seller by means of a wire transfer of immediately available funds to the Seller Escrow Account and Buyer and Seller shall deliver joint written instructions at reasonable times and upon reasonable notice at any time after the draft Closing Balance Sheet is prepared and prior to the Escrow Agent directing the Escrow Agent to disburse the Adjustment Escrow Amount to the Seller Escrow Account (for the benefit resolution of the Seller Parties) in accordance any objections with the terms of the Escrow Agreementrespect thereto. (iii) Any post-Closing payment by Buyer or the Seller Parties under this Agreement, including pursuant to this Section 2.7, shall be treated as an adjustment to the Purchase Price, unless a contrary treatment is required by Applicable Law.

Adjustment of Purchase Price. Upon determination (a) The Purchase Price shall be subject to adjustment as follows: In the event that the Closing Value as shown on the Closing Balance Sheet (A) is less than $5,089,000, the Purchase Price shall be reduced to equal the Closing Value as shown on the Closing Balance Sheet plus $1,300,000 or (B) is greater than $5,089,000, the Purchase Price shall be increased to equal the Closing Value as shown on the Closing Balance Sheet plus $1,300,000. (b) Seller shall prepare a balance sheet of Seller as of the Final Adjustment Statement Closing Date (the "Closing Balance Sheet"), and Final Postshall deliver such Closing Balance Sheet to Purchaser not later than forty-five (45) days after the Closing. The Closing Adjustment Balance Sheet shall be reviewed by Seller's auditors, Ernst & Young LLP ("Seller's Accountant"), and prepared in accordance with GAAP. Seller must deliver with the Closing Balance Sheet a review report by Seller's Accountant which reflects no GAAP departures or qualifications other than, if necessary, a going-concern qualification. (c) The Closing Balance Sheet shall be conclusive and binding upon the parties hereto unless Purchaser objects in writing to any item or items shown on or omitted from the Closing Balance Sheet, or to any departure from GAAP, within twenty (20) Business Days after delivery of the Closing Balance Sheet to Purchaser. If Purchaser shall have timely delivered to Seller a notice disputing one or more such items, and if the parties hereto shall not then agree within five (5) Business Days after the receipt of such notice by Seller with respect thereto, Purchaser shall engage the independent public accounting firm of PriceWaterhouseCoopers LLP (or, if such firm does not accept the engagement, another of the five largest national firms of independent public accountants, to be agreed upon by the parties hereto, other than Seller's Accountant) (the "Independent Accountant") which shall conclusively determine such item or items. The Independent Accountant, acting as an expert and not as an arbitrator, shall determine all items in dispute and deliver its written report thereon to the parties within ten (10) Business Days after such dispute is submitted to it, and such written report shall be conclusive and binding upon the parties. The fees and expenses of the Independent Accountant shall be shared equally by Purchaser and Seller. The Escrow Agent shall be, and is hereby, authorized to pay up to the full Accounting Fee Escrow Amount to satisfy the portion of the Independent Accountant's fees and expenses borne by Seller. (d) Within five (5) Business Days after the Closing Balance Sheet becomes conclusive and binding upon the parties, or in the event of a dispute with respect thereto, after such dispute is resolved by agreement or the Independent Accountant pursuant to Section 2.7(d): (i) If the Purchase Price is less than the Estimated Purchase Price (the “Seller Deficiency Amount”3.2(c), then Buyer and Seller shall deliver joint written instructions to the Escrow Agent directing the Escrow Agent, in accordance with the terms of this Agreement and the Escrow Agreement, shall pay to (A) disburse the amount of the Final Post-Closing Adjustment to Buyer Purchaser from the Adjustment Escrow Amount by means of a wire transfer of immediately available funds to the account designated by ▇▇▇▇▇ and (B) disburse the remainder of the Adjustment Escrow Amount to Seller by means of a wire transfer of immediately available funds to the account designated by Seller in the Escrow Agreement (the “Seller Escrow Account”); provided, that if the amount of such Final Post-Closing Adjustment exceeds the Adjustment Primary Escrow Amount, within five Business Days of the final determination of the Final Post-Closing Adjustment, the Seller Parties, on a joint and several basis, or Purchaser shall pay the amount by which the Final Post-Closing Adjustment exceeds the Adjustment Escrow Amount to Buyer via wire transfer of immediately available funds to an account designated by Buyer Seller, as applicable, in writing. (ii) If the Purchase Price is greater than the Estimated Purchase Pricecash, then within five Business Days of the final determination of the Final Post-Closing Adjustment, Buyer shall pay the Final Post-Closing Adjustment to Seller by means of a wire transfer of immediately available funds to the Seller Escrow Account and Buyer and Seller shall deliver joint written instructions to the Escrow Agent directing the Escrow Agent to disburse the Adjustment Escrow Amount to the Seller Escrow Account (for the benefit of the Seller Parties) in accordance with the terms of the Escrow Agreement. (iii) Any post-Closing payment by Buyer or the Seller Parties under this Agreement, including pursuant to this Section 2.7, shall be treated as an any net adjustment to the Purchase Price, unless a contrary treatment is required by Applicable LawPrice determined pursuant to Section 3.2(a).

Adjustment of Purchase Price. Upon determination of the Final Adjustment Statement and Final Post-Closing Adjustment pursuant to Section 2.7(d): (ia) If the Purchase Price Price, as finally determined in accordance with this Section 2.4, is less greater than the Estimated Purchase Price (the “Seller Deficiency Amount”)Price, then (i) Buyer and Seller shall deliver joint written instructions to the Escrow Agent directing the Escrow Agent, in accordance with the terms of this Agreement and the Escrow Agreement, to (A) disburse will pay the amount of the Final Post-Closing Adjustment to Buyer from Sellers’ Representative for the Adjustment Escrow Amount by means of a wire transfer of immediately available funds to the account designated by ▇▇▇▇▇ and (B) disburse the remainder benefit of the Adjustment Escrow Amount to Seller by means of a wire transfer of immediately available funds to the account designated by Seller in the Escrow Agreement (the “Seller Escrow Account”); provided, that if the amount of such Final Post-Closing Adjustment exceeds the Adjustment Escrow Amount, within five Business Days of the final determination of the Final Post-Closing Adjustment, the Seller Parties, on a joint Sellers’ Account and several basis, shall pay the amount by which the Final Post-Closing Adjustment exceeds the Adjustment Escrow Amount to Buyer via wire transfer of immediately available funds to an account designated by Buyer in writing. (ii) If the Purchase Price is greater than the Estimated Purchase Price, then within five Business Days of the final determination of the Final Post-Closing Adjustment, Buyer shall pay the Final Post-Closing Adjustment to Seller by means of a wire transfer of immediately available funds to the Seller Escrow Account and Buyer and Seller shall Sellers’ Representative will deliver joint written instructions to the Escrow Agent directing the Escrow Agent to disburse the Adjustment Escrow Amount to the Seller Escrow Sellers’ Account (for the benefit of the Seller Parties) in accordance with the terms of the Escrow Agreement. (iiib) Any postIf the Purchase Price, as finally determined in accordance with this Section 2.4, is less than the Estimated Purchase Price, then Buyer and Sellers’ Representative will deliver joint written instructions to the Escrow Agent directing the Escrow Agent to disburse the amount of the Final Post-Closing Adjustment to Buyer from the Adjustment Escrow Amount in accordance with the terms of the Escrow Agreement; provided, that (i) if the Final Post-Closing Adjustment is less than the Adjustment Escrow Amount, Buyer and Sellers’ Representative will direct the Escrow Agent to disburse the balance of the Adjustment Escrow Amount to the Sellers’ Account and (ii) if the Final Post-Closing Adjustment exceeds the Adjustment Escrow Amount, the amount by which the Final Post-Closing Adjustment exceeds the Adjustment Escrow Amount will be paid by Sellers’ Representative (on behalf of the Seller Parties) to Buyer by means of a wire transfer of immediately available funds to an account designated by Buyer; provided, that, except in the case of Fraud, the ESOP Trust’s liability for its pro rata portion of such amount shall be limited to and only payable from the Sellers’ Representative Holdback Amount. (c) If the Purchase Price, as finally determined in accordance with this Section 2.4, is equal to the Estimated Purchase Price, then Buyer and Sellers’ Representative will deliver joint written instructions to the Escrow Agent directing the Escrow Agent to disburse the Adjustment Escrow Amount to the Sellers’ Account in accordance with the terms of the Escrow Agreement. (d) All payments due and payable pursuant to this Section 2.4.6 will be made no later than two (2) Business Days after the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment become the Final Adjustment Statement and the Final Post-Closing Adjustment, respectively, pursuant to Section 2.4.5. For Tax purposes, any payment by Buyer or the Seller Parties under this Agreement, including pursuant to this Section 2.7, shall Agreement will be treated as an adjustment to the Purchase Price, Price unless a contrary treatment is required by Applicable Law.

Adjustment of Purchase Price. Upon determination of the Final Adjustment Statement and Final Post-Closing Adjustment pursuant to Section 2.7(d): (ia) If the Purchase Price Price, as finally determined in accordance with this Section 2.4, is less greater than the Estimated Purchase Price (the “Seller Deficiency Amount”)Price, then (i) Buyer and Seller shall deliver joint written instructions to the Escrow Agent directing the Escrow Agent, in accordance with the terms of this Agreement and the Escrow Agreement, to (A) disburse pay the amount of the Final Post-Closing Adjustment to Buyer from Sellers’ Representative for the Adjustment Escrow Amount benefit of Holdco by means of a wire transfer of immediately available funds to the account designated by ▇▇▇▇▇ Sellers’ Account and (B) disburse the remainder of the Adjustment Escrow Amount to Seller by means of a wire transfer of immediately available funds to the account designated by Seller in the Escrow Agreement (the “Seller Escrow Account”); provided, that if the amount of such Final Post-Closing Adjustment exceeds the Adjustment Escrow Amount, within five Business Days of the final determination of the Final Post-Closing Adjustment, the Seller Parties, on a joint and several basis, shall pay the amount by which the Final Post-Closing Adjustment exceeds the Adjustment Escrow Amount to Buyer via wire transfer of immediately available funds to an account designated by Buyer in writing. (ii) If the Purchase Price is greater than the Estimated Purchase Price, then within five Business Days of the final determination of the Final Post-Closing Adjustment, Buyer shall pay the Final Post-Closing Adjustment to Seller by means of a wire transfer of immediately available funds to the Seller Escrow Account and Buyer and Seller Sellers’ Representative shall deliver joint written instructions to the Escrow Agent directing the Escrow Agent to disburse the Adjustment Escrow Amount to the Seller Escrow Sellers’ Account (for the benefit of the Seller Parties) in accordance with the terms of the Escrow Agreement. (iiib) Any postIf the Purchase Price, as finally determined in accordance with this Section 2.4, is less than the Estimated Purchase Price, then Buyer and Sellers’ Representative shall deliver joint written instructions to the Escrow Agent directing the Escrow Agent to disburse the amount of such Final Post-Closing payment Adjustment to Buyer from the Adjustment Escrow Amount in accordance with the terms of the Escrow Agreement; provided, that (i) if the Final Post-Closing Adjustment is less than the Adjustment Escrow Amount, Buyer and Sellers’ Representative shall direct the Escrow Agent to disburse the balance of the Adjustment Escrow Amount to the Sellers’ Account; and (ii) if the Final Post-Closing Adjustment exceeds the Adjustment Escrow Amount, the amount by which the Final Post-Closing Adjustment exceeds the Adjustment Escrow Amount shall be paid by Sellers’ Representative (on behalf of Holdco) to Buyer or the Seller Parties under this Agreement, including by means of a wire transfer of immediately available funds to an account designated by B▇▇▇▇. (c) All payments due and payable pursuant to this Section 2.72.4.5 shall be made no later than five (5) Business Days after the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment become the Final Adjustment Statement and the Final Post-Closing Adjustment, respectively, pursuant to Section 2.4.4. For Tax purposes, any payment by Buyer, Holdco or Sellers under this Agreement shall be treated as an adjustment to the Purchase Price, Price unless a contrary treatment is required by Applicable Law.

Adjustment of Purchase Price. Upon determination of the Final The Adjustment Statement and the Post-Closing Adjustment shall become the “Final Adjustment Statement” and the “Final Post-Closing Adjustment,” respectively, and as such shall become final, binding and conclusive upon the parties hereto for all purposes of this Agreement upon the earliest to occur of the following: (i) the mutual acceptance by Purchaser and Seller of the Adjustment Statement and the Post-Closing Adjustment, respectively, with such changes or adjustments thereto, if any, as may be proposed by ▇▇▇▇▇▇ and consented to by Purchaser; (ii) the expiration of thirty (30) days after Seller’s receipt of the Adjustment Statement and the Post-Closing Adjustment, respectively, without timely written objection thereto by Seller in accordance with Section 2.8(a); or (iii) the delivery to Purchaser and Seller by the Independent Accountants of the report of their determination of all disputed matters submitted to them pursuant to Section 2.7(d): (i) 2.8(a). If the Purchase Price as finally determined in accordance with Section 2.8(a) is less than the Estimated Purchase Price (the “Seller Deficiency Amount”)Price, then Buyer and Seller shall deliver joint written instructions to the Escrow Agent directing the Escrow Agent, in accordance with the terms of this Agreement and the Escrow Agreement, to (A) disburse receive the amount of the Final Post-Closing Adjustment to Buyer from the Adjustment Escrow Amount by means of a wire transfer of immediately available funds to the account designated by ▇▇▇▇▇ Holdback and (B) disburse the remainder of the Adjustment Escrow Amount Holdback shall be paid to Seller by means of a wire transfer of immediately available funds to the account designated by Seller in the Escrow Agreement (the “Seller Escrow Account”)Account within five Business Days; provided, that if the amount of such Final Post-Closing Adjustment exceeds the Adjustment Escrow AmountHoldback, within five Business Days of the final determination of the Final Post-Closing Adjustment, the Seller Parties, on a joint and several basis, shall pay the amount by which the Final Post-Closing Adjustment exceeds the Adjustment Escrow Amount to Buyer via wire transfer of immediately available funds to an account designated by Buyer in writing. . Buyer and Seller shall deliver a Joint Direction (iias defined in the Escrow Agreement) instructing the Escrow Agent to make any payments from the Adjustment Holdback contemplated by this Section 2.8(b). If the Purchase Price is greater than the Estimated Purchase Price, then within five Business Days of the final determination of the Final Post-Closing Adjustment, Buyer shall pay the Final Post-Closing Adjustment to Seller by means of a wire transfer of immediately available funds to the Seller Escrow Account and Buyer and Seller shall deliver joint written instructions to the Escrow Agent directing the Escrow Agent to disburse the Adjustment Escrow Amount to the Seller Escrow Account (for the benefit of the Seller Parties) in accordance with the terms of the Escrow Agreement. (iii) Account. Any post-Closing payment by Buyer or the Seller Parties under this Agreement, including pursuant to this Section 2.72.8, shall be treated as an adjustment to the Purchase Price, unless a contrary treatment is required by Applicable Law.

Adjustment of Purchase Price. Upon determination If the Purchase Price, as finally determined, is greater than or equal to the Estimated Purchase Price, then Purchaser and Agent shall deliver a joint written instruction to Escrow Agent to release to Paying Agent, on behalf of the Final Stockholders, the Adjustment Statement and Final Post-Closing Adjustment pursuant Escrow Fund, to Section 2.7(d): (i) If be allocated among the Stockholders in accordance with each such Stockholder’s Percentage. Without limiting the foregoing, if the Purchase Price is less greater than the Estimated Purchase Price, in addition to the release of the Adjustment Escrow Fund to the Stockholders, Purchaser shall pay to the Stockholders the difference between the Purchase Price and the Estimated Purchase Price (the “Seller Deficiency AmountUnderpayment”), then Buyer and Seller shall deliver joint written instructions to the Escrow Agent directing the Escrow Agent, in accordance with the terms of this Agreement and the Escrow Agreement, to (A) disburse the amount of the Final Post-Closing Adjustment to Buyer from the Adjustment Escrow Amount by means of a wire transfer of immediately available funds to Paying Agent, to be allocated among the account designated by ▇▇▇▇▇ Stockholders in accordance with such Stockholder’s Percentage. If the Purchase Price, as finally determined, is less than the Estimated Purchase Price (an “Overpayment”), then Purchaser and (B) disburse Agent shall deliver a joint written instruction to Escrow Agent to release out of the Adjustment Escrow Fund an amount equal to the Overpayment and distribute the remainder of the Adjustment Escrow Amount Fund, if any, to Seller Paying Agent, on behalf of the Stockholders, to be allocated among the Stockholders in accordance with each such Stockholder’s Percentage. Without limiting the foregoing, if the Overpayment is greater than the amount of the Adjustment Escrow Fund, then Purchaser may, at its option, either (1) instruct Escrow Agent to disburse from the Escrow Fund, by means of a wire transfer of immediately available funds, the amount of such difference or (2) require each Stockholder, severally and not jointly, to pay its Percentage of such difference to Purchaser by means of a wire transfer of immediately available funds to the account designated by Seller in the Escrow Agreement (the “Seller Escrow Account”); provided, that if the amount of such Final Post-Closing Adjustment exceeds the Adjustment Escrow Amount, within five Business Days of the final determination of the Final Post-Closing Adjustment, the Seller Parties, on a joint and several basis, shall pay the amount by which the Final Post-Closing Adjustment exceeds the Adjustment Escrow Amount to Buyer via wire transfer of immediately available funds to an account designated by Buyer Purchaser, in writing. (iiwhich case each Stockholder shall make such payment as directed by Purchaser. Any payments required to be made under this Section 1.11(b) If shall be payable no later than 10 business days after the Purchase Price is greater than the Estimated Purchase Price, then within five Business Days of the final determination of the Final Post-Closing Adjustment, Buyer shall pay the Final Post-Closing Adjustment to Seller by means of a wire transfer of immediately available funds to the Seller Escrow Account and Buyer and Seller shall deliver joint written instructions to the Escrow Agent directing the Escrow Agent to disburse the Adjustment Escrow Amount to the Seller Escrow Account (for the benefit of the Seller Parties) in accordance with the terms of the Escrow Agreementsuch amounts. (iii) Any post-Closing payment by Buyer or the Seller Parties under this Agreement, including pursuant to this Section 2.7, shall be treated as an adjustment to the Purchase Price, unless a contrary treatment is required by Applicable Law.

Adjustment of Purchase Price. Upon determination of the Final Adjustment Statement and Final Post-Closing Adjustment pursuant to Section 2.7(d): (ia) If the Purchase Price Price, as finally determined in accordance with this Section 3.4, is less greater than the Estimated Purchase Price (the “Seller Deficiency Amount”)Price, then Buyer and Seller shall deliver joint written instructions to the Escrow Agent directing the Escrow Agent, in accordance with the terms of this Agreement and the Escrow Agreement, to (A) disburse pay the amount of the Final Post-Closing Adjustment such difference to Buyer from the Adjustment Escrow Amount Seller in cash by means of a wire transfer of immediately available funds to Seller’s Account, provided the aggregate amount of all cash payments made by Buyer to Seller pursuant to this ARTICLE 3 shall not exceed $1,328,000, and Buyer is hereby deemed to assign, transfer and deliver to Seller Reno ECS Accounts Receivable in an amount equivalent to (a) minus (b) (if a positive amount), where (a) is the sum of Final Working Capital less $675,000; and (b) is the Estimated Working Capital less $675,000. Buyer agrees to cooperate in good faith with Seller to collect any Reno ECS Accounts Receivable that are deemed to be assigned, transferred and delivered to Seller hereunder. (b) If the Purchase Price, as finally determined in accordance with this Section 3.4, is less than the Estimated Purchase Price then the difference between Estimated Purchase Price and Purchase Price shall be paid to Buyer from Seller first, by selling, assigning, and transferring to Buyer Reno ECS Retained Accounts Receivable until such transfers would increase the Working Capital to be received by Buyer to a value equal to $675,000 with the balance in cash payment to the account designated as directed by ▇▇▇▇▇ and (B) disburse the remainder of the Adjustment Escrow Amount Buyer to Seller prior to the Closing. (c) The Final Post-Closing Adjustment of any cash payments shall be due and payable by means of a wire transfer of immediately available funds to funds, and the account designated by Seller in the Escrow Agreement (the “Seller Escrow Account”); provided, that if the amount of such Final Post-Closing Adjustment exceeds of any accounts receivable shall be deemed sold, assigned and transferred, no later than two (2) business days after the Preliminary Adjustment Escrow Amount, within five Business Days of Statement and the final determination of Preliminary Post- Closing Adjustment become the Final Adjustment Statement and the Final Post-Closing Adjustment, the Seller Parties, on a joint and several basis, shall pay the amount by which the Final Post-Closing Adjustment exceeds the Adjustment Escrow Amount to Buyer via wire transfer of immediately available funds to an account designated by Buyer in writingrespectively. (iid) If the Purchase Price is greater than the Estimated Purchase PriceFor Tax and accounting purposes, then within five Business Days of the final determination of the Final Post-Closing Adjustment, Buyer shall pay the Final Post-Closing Adjustment to Seller by means of a wire transfer of immediately available funds to the Seller Escrow Account and Buyer and Seller shall deliver joint written instructions to the Escrow Agent directing the Escrow Agent to disburse the Adjustment Escrow Amount to the Seller Escrow Account (for the benefit of the Seller Parties) in accordance with the terms of the Escrow Agreement. (iii) Any post-Closing any payment by Buyer or the Seller Parties under this Agreement, including pursuant to this Section 2.7, 3.4.5 shall be treated as an adjustment to the Purchase Price, unless a contrary treatment is required by Applicable Law.

Adjustment of Purchase Price. Upon a. For the Closing, Selling Shareholder shall prepare an estimated balance sheet for Seller as of the Effective Date or such other date as may be agreed on by Buyer and Seller Shareholder which shall be the basis of the redemption called for in Section 1.d (“Preliminary Balance Sheet”). The Preliminary Balance Sheet will contain a calculation of the estimated net Adjusted Book Value of Seller’s Assets at the Effective Date (excluding the assets purchased through the Mishawaka Agreement and the Brookfield Agreement). It is agreed that the value for the Seller’s good will included on the Preliminary Balance Sheet will be the value set forth on the August 31 Financial Statements and will not reflect any impairment charge which Seller may be required to take. b. Within sixty (60) days of the Closing date, the Selling Shareholder shall prepare a closing balance sheet as of the Effective Date (the “Closing Balance Sheet”). The Closing Balance Sheet shall: 1. Contain line items to the extent applicable substantially consistent with the line items in Seller’s Balance Sheet on the Business dated August 31, 2002 (a true copy of which is contained in attached Schedule 9.i); 2. Include adjustments to Seller’s current year pre-tax profits where appropriate due to adjustments in other items; 3. The Closing Balance Sheet will also be prepared in accordance with GAAP, except as otherwise provided herein, and will fairly present Seller’s financial position for the Seller as of the dates indicated for the periods covered thereby, and are and will be true and correct in all material respects; 4. Be based upon an inventory of the trade inventory and forms of Seller to be conducted by the Selling Shareholder but which the Buyer shall have the option of attending, which inventory shall be valued at the lower of cost or market and shall have an expiration date (on any inventory which has an expiration date) no earlier than April 1, 2003. Forms have been and will be valued at the current aggregate book value (cost less accumulated depreciation). 5. Be accompanied by a calculation of the Adjusted Book Value of Seller. It is agreed that the value for the Seller’s good will included in the calculation of Adjusted Book Value on the Closing Balance Sheet will be the value set forth on the August 31 Financial Statements and will not reflect any impairment charge which Seller is required to take; 6. Be delivered to the Buyer immediately upon its completion, but no later than sixty (60) days after the Effective Date. c. Buyer shall have thirty (30) days after receiving the Closing Balance Sheet, and the calculation of the Adjusted Book Value, to deliver a written notice to the Seller Shareholder of any objections to the Closing Balance Sheet and the calculation of the Adjusted Book Value. Any such notice of objections shall be in writing and shall state, in reasonable detail, the basis for each objection and the amount of adjustment that the Buyer requires. If Buyer and Seller Shareholder cannot agree with respect to the Closing Balance Sheet or the calculation of the Adjusted Book Value within thirty (30) days after the delivery of a notice of objections or such later date as may be agreed on by Buyer and Seller Shareholder, the dispute shall be resolved accordance with Section ?. In the event mediation or arbitration in involved as provide in Section ? , such mediator or arbitrator shall be a certified public accountant. Any items not in dispute shall be deemed stipulated by Buyer and Seller Shareholder and shall not be determined by the arbitrator or mediator. The determination of the Final Adjustment Statement arbitrator shall be binding on and Final Post-conclusive with regard to the matters it determines and the Closing Adjustment pursuant to Section 2.7(d):Balance Sheet shall be adjusted accordingly for all purposes under this Agreement. d. The Closing Balance Sheet and calculation of Adjusted Book Value shall become final and binding on the Seller Shareholder and the Buyer upon the earliest of (ix) If if no objection notice has been given, the Purchase Price is less than day after the Estimated Purchase Price expiration of the period within which the Buyer may notify the Seller Shareholder of any objections thereto; (y) agreement by the “Seller Deficiency Amount”), then Buyer and Seller shall deliver joint written instructions to Shareholder that such Closing Balance Sheet and calculation of Adjusted Book Value, together with any modifications thereto agreed by the Escrow Agent directing the Escrow Agent, in accordance with the terms of this Agreement Seller Shareholder and the Escrow AgreementBuyer, shall be final and binding; and (z) the date on which the arbitrator issues its decision with respect to (A) disburse any dispute relating to such Closing Balance Sheet and calculation of Adjusted Book Value. e. If the amount of Adjusted Book Value as shown on the Final Post-Closing Adjustment to Buyer Balance Sheet, as may be adjusted, is different from the Adjustment Escrow Amount Preliminary Balance Sheet, the Adjusted Book Value shall be reduced or increased by means of a wire transfer of immediately available funds to the account designated by ▇▇▇▇▇ and (B) disburse the remainder of the Adjustment Escrow Amount to Seller by means of a wire transfer of immediately available funds to the account designated by Seller in the Escrow Agreement (the “Seller Escrow Account”); provided, that if the amount of such Final Post-Closing Adjustment exceeds the Adjustment Escrow Amount, difference for purposes of Section 1.d and any amount in excess of $3,000,000 shall be payable within five Business Days ten (10) business days of the final determination of the Final Post-Closing AdjustmentBalance Sheet and calculation of Adjusted Book Value as outlined above, together with interest from the Closing Date to the date of payment at a rate of interest equal to the rate per annum of 2% over the published prime rate of interest of the Northern Trust of Chicago, as applicable during any relevant period. In the event the Adjusted Book Value is more or less than the value of the Seller Shareholder Note, the Seller Parties, on Shareholder Note shall be voided and a joint and several basis, new Seller Shareholder Note in the new adjusted amount shall pay the amount by which the Final Post-Closing Adjustment exceeds the Adjustment Escrow Amount to Buyer via wire transfer of immediately available funds to an account designated by Buyer in writingbe signed. (ii) If the Purchase Price is greater than the Estimated Purchase Price, then within five Business Days of the final determination of the Final Post-Closing Adjustment, Buyer shall pay the Final Post-Closing Adjustment to f. The Seller by means of a wire transfer of immediately available funds Shareholder will be allowed full access to the Seller Escrow Account books and Buyer and Seller shall deliver joint written instructions to the Escrow Agent directing the Escrow Agent to disburse the Adjustment Escrow Amount to the Seller Escrow Account (for the benefit records of the Seller Parties) in accordance with and to Seller’s employees for purposes of preparing the terms of the Escrow AgreementClosing Balance Sheet. (iii) Any post-Closing payment by Buyer or the Seller Parties under this Agreement, including pursuant to this Section 2.7, shall be treated as an adjustment to the Purchase Price, unless a contrary treatment is required by Applicable Law.

Adjustment of Purchase Price. Upon determination Within five Business Days after the calculation of the Final Adjustment Statement Purchase Price becomes final and Final Postbinding on, and non-Closing Adjustment appealable by, the Parties pursuant to Section 2.7(d):2.6, Purchaser or Seller Parties, as the case may be, shall make the following payment: (i) If the Final Purchase Price is less greater than the Estimated Purchase Price (the amount of such different being the “Seller Deficiency Excess Amount”), then Buyer and Seller shall deliver joint written instructions to the Escrow Agent directing the Escrow Agent, in accordance with the terms of this Agreement and the Escrow Agreement, to (A) disburse the amount Purchaser shall pay to Sellers’ Representative (on behalf of Seller Parties) the Final Post-Closing Adjustment to Buyer from the Adjustment Escrow Excess Amount by means of a wire transfer of immediately available funds to the account designated specified in writing by ▇▇▇▇▇ Sellers’ Representative, and (B) disburse the remainder Purchaser and Sellers’ Representative shall instruct the Escrow Agent to release the entire amount of the Purchase Price Adjustment Escrow Amount to Sellers’ Representative (on behalf of Seller Parties). (ii) If the Final Purchase Price is less than the Estimated Purchase Price, (the amount of such different being the “Deficit Amount”), then the Purchaser and Sellers’ Representative shall instruct the Escrow Agent to release the Deficit Amount to the Purchaser, and (A) if the Deficit Amount is less than the Purchase Price Adjustment Escrow Amount, to release the remaining balance of the Purchase Price Adjustment Escrow Amount, if any, to Sellers’ Representative (on behalf of Seller Parties), or (B) if the Deficit Amount is greater than the Purchase Price Adjustment Escrow Amount, then Seller Parties, jointly and severally, shall, at the Purchaser’s option (and in its sole discretion), either (1) pay or cause to be paid to the Purchaser such difference between the Deficit Amount and the Purchase Price Adjustment Escrow Amount, in each case, by means of a wire transfer of immediately available funds to the account designated by Seller account(s) and in the amounts specified in writing by the Purchaser, or (2) direct the Escrow Agreement (Agent to immediately release to the “Seller Purchaser from the Indemnification Escrow Account”); provided, that if Amount an amount equal to the amount of such Final Post-Closing Adjustment exceeds the Adjustment Escrow Amountdifference, within five Business Days of the final determination of the Final Post-Closing Adjustment, the in which case Seller Parties, on a joint jointly and several basisseverally, promptly shall pay replenish the amount by which the Final Post-Closing Adjustment exceeds the Adjustment Indemnification Escrow Amount with such amount. If a Seller Party fails to Buyer via wire transfer make such required direct payment promptly after receipt of immediately available funds to an account designated by Buyer in writing. (ii) If written notice from the Purchase Price is greater than the Estimated Purchase PricePurchaser, then within five Business Days the Purchaser will have the right (but not the obligation) to set off such unpaid portion of the final determination of Deficit Amount. Any Excess Amount or Deficit Amount will be allocated between the Final Post-Closing Adjustment, Buyer shall pay Target Group based on the Final Post-Closing Adjustment to Seller by means of a wire transfer of immediately available funds to the Seller Escrow Account and Buyer and Seller shall deliver joint written instructions to the Escrow Agent directing the Escrow Agent to disburse the Adjustment Escrow Target Group Member that generated such Excess Amount to the Seller Escrow Account (for the benefit of the Seller Parties) in accordance with the terms of the Escrow Agreementor Deficit Amount. (iii) Any post-Closing payment by Buyer or the Seller Parties under this Agreement, including pursuant to this Section 2.7, shall be treated as an adjustment to the Purchase Price, unless a contrary treatment is required by Applicable Law.

Adjustment of Purchase Price. Upon determination Within five business days after the Closing Statement has become final and binding in accordance with the preceding paragraphs of this Section 2.8, the Final Adjustment Statement Per Share Purchase Price and Final Post-Closing Adjustment pursuant to Section 2.7(d):Purchase Price shall be adjusted, if necessary, as follows: (i) If To the Purchase Price is less than extent that the Estimated Purchase Price Closing Working Capital exceeds $46 million (the “Seller Deficiency AmountTarget Working Capital”), then Buyer and Seller the Base Price shall deliver joint written instructions to the Escrow Agent directing the Escrow Agent, in accordance with the terms of this Agreement and the Escrow Agreement, to (A) disburse be increased by the amount of such excess, and the Final Post-Closing Adjustment Per Share Purchase Price and Purchase Price shall be increased accordingly based on such increased Base Price. Buyer shall pay the amount of such excess, less any Taxes required to Buyer from be withheld, to the Adjustment Escrow Amount Seller Representative, for further distribution to Sellers, Optionholders and Warrantholders, by means of a wire transfer of immediately available funds in U.S. dollars to the account or accounts to be designated by ▇▇▇▇▇ the Seller Representative. (ii) To the extent that the Target Working Capital exceeds the Closing Working Capital, the Base Price shall be reduced by the amount of such excess, and (B) disburse the remainder Per Share Purchase Price and Purchase Price shall be reduced accordingly based on such reduced Base Price. The Seller Representative shall pay the amount of the Adjustment Escrow Amount such excess to Seller Buyer by means of a wire transfer of immediately available funds in U.S. dollars to the account or accounts to be designated by Seller in Buyer. (iii) To the Escrow Agreement (extent that the “Seller Escrow Account”); providedClosing Cash exceeds the Target Cash, that if the Base Price shall be increased by the amount of such Final Post-Closing Adjustment exceeds excess, and the Adjustment Escrow Amount, within five Business Days of the final determination of the Final Post-Closing Adjustment, the Seller Parties, Per Share Purchase Price and Purchase Price shall be increased accordingly based on a joint and several basis, such increased Base Price. Buyer shall pay the amount of such excess, less any Taxes required to be withheld, to the Seller Representative, for further distribution to Sellers, Optionholders and Warrantholders, by which the Final Post-Closing Adjustment exceeds the Adjustment Escrow Amount to Buyer via wire transfer of immediately available funds in U.S. dollars to an the account or accounts to be designated by Buyer in writingthe Seller Representative. (iiiv) If To the extent that the Target Cash exceeds the Closing Cash, the Base Price shall be reduced by the amount of such excess, and the Per Share Purchase Price is greater than the Estimated and Purchase Price shall be reduced accordingly based on such reduced Base Price, then within five Business Days of the final determination of the Final Post-Closing Adjustment, Buyer . The Seller Representative shall pay the Final Post-Closing Adjustment amount of such excess to Seller Buyer by means of a wire transfer of immediately available funds in U.S. dollars to the Seller Escrow Account and Buyer and Seller shall deliver joint written instructions account or accounts to the Escrow Agent directing the Escrow Agent to disburse the Adjustment Escrow Amount to the Seller Escrow Account (for the benefit of the Seller Parties) in accordance with the terms of the Escrow Agreementbe designated by Buyer. (iii) Any post-Closing payment by Buyer or the Seller Parties under this Agreement, including pursuant to this Section 2.7, shall be treated as an adjustment to the Purchase Price, unless a contrary treatment is required by Applicable Law.”

Adjustment of Purchase Price. (a) Upon determination of the Final Working Capital, a calculation shall be made as to the Working Capital Adjustment Statement Amount that would have been made, if any, at Closing had Final Working Capital been used in lieu of Estimated Working Closing Amount to determine Working Capital Underage and Working Capital Overage (the "Revised Working Capital Adjustment Amount"). Within ten days after the Final Post-Closing Adjustment pursuant to Section 2.7(d):Working Capital has been determined: (i) If Buyer shall pay Sellers' Representative (for the Purchase Price is less than the Estimated Purchase Price (the “Seller Deficiency Amount”benefit of Sellers and Optionholders in accordance with their Pro Rata Shares), then as an adjustment to the purchase price, the amount (with interest as provided in Section 2.07(d)), if any, by which the Closing Payment calculated pursuant to pursuant to Section 2.01(b) would have increased had the Revised Working Capital Adjustment Amount been used in lieu of the Working Capital Adjustment Amount for the calculation of the Closing Payment; and (ii) Sellers' Representative and Buyer and Seller shall deliver issue joint written instructions to the Escrow Agent directing the Escrow Agent, in accordance with the terms of this Agreement and the Escrow Agreement, to (A) disburse the amount of the Final Post-Closing Adjustment distribute to Buyer from the Adjustment Escrow Amount by means of a wire transfer of immediately available funds to the account designated by ▇▇▇▇▇ and (B) disburse the remainder of the Adjustment Escrow Amount to Seller by means of a wire transfer of immediately available funds to the account designated by Seller in the Escrow Agreement (the “Seller Escrow Account”); provided, that if Account the amount of such Final Post-Closing Adjustment exceeds the Adjustment Escrow Amount(with interest as provided in Section 2.07(d)), within five Business Days of the final determination of the Final Post-Closing Adjustmentif any, the Seller Parties, on a joint and several basis, shall pay the amount by which the Final Post-Closing Payment calculated pursuant to Section 2.01(b) would have decreased had the Revised Working Capital Adjustment exceeds Amount been used in lieu of the Working Capital Adjustment Escrow Amount to Buyer via wire transfer for the calculation of immediately available funds to an account designated by Buyer in writingthe Closing Payment. (iib) If the Purchase Price is greater than the Within ten days after Final Cash has been determined: (i) if Estimated Purchase PriceCash exceeds Final Cash, then within five Business Days of the final determination of the Final Post-Closing Adjustment, Sellers' Representative and Buyer shall pay the Final Post-Closing Adjustment to Seller by means of a wire transfer of immediately available funds to the Seller Escrow Account and Buyer and Seller shall deliver issue joint written instructions to the Escrow Agent directing to distribute to Buyer from the Escrow Agent to disburse the Adjustment Escrow Amount Account, as an adjustment to the Seller Escrow Account purchase price, with interest as provided in Section 2.07(d), the amount of such excess; and (ii) if Final Cash exceeds Estimated Cash, within ten days after Final Cash has been determined Buyer shall pay Sellers' Representative (for the benefit of the Seller Parties) Sellers and Optionholders in accordance with their Pro Rata Shares), with interest as provided in Section 2.07(d), the terms amount of the Escrow Agreementsuch excess. (iiic) Any post-Closing payment by Buyer or the Seller Parties under this Agreement, including If payments pursuant to this Section 2.72.07(a) and Section 2.07(b) are payable simultaneously, Buyer may elect to make a single net payment to the Sellers' Representative. All payments to the Sellers' Representative pursuant to Section 2.07(a) and Section 2.07(b) shall be treated by wire transfer in immediately available funds to such account as an adjustment may be designated by Sellers' Representative. (d) The amount of any payment or distribution pursuant to Section 2.07(a) shall bear interest from and including the Closing Date to but excluding the date of payment at a rate per annum equal to the Purchase Priceprime rate as published in the Wall Street Journal, unless Eastern Edition in effect from time to time during the period from the Closing Date to the date of payment. Such interest shall be payable at the same time as the payment to which it relates and shall be calculated daily on the basis of a contrary treatment is required by Applicable Lawyear of 365 days and the actual number of days elapsed.

Adjustment of Purchase Price. Upon determination (a) At least two (2) Business Days prior to the Closing Date, Sellers shall provide Buyer with a preliminary estimated pro forma combined balance sheet of the Final Adjustment Statement and Final Post-Residential Business, including the Acquired Entities as of the Closing Adjustment pursuant to Section 2.7(d): (i) If the Purchase Price is less than the Estimated Purchase Price (the “Seller Deficiency Amount”)Date, then Buyer and Seller shall deliver joint written instructions to the Escrow Agent directing the Escrow Agent, prepared in accordance with the terms Agreed Principles (the “Estimated Closing Date Balance Sheet”), together with Sellers’ good faith analysis of the changes from the Projected July 31 Balance Sheet. In addition, inasmuch as real estate taxes and assessments (including, for the avoidance of doubt, with respect to the Acquired Assets) (collectively “Real Estate Taxes”) and Prorated Expenses are not reflected in the Estimated Closing Date Balance Sheet, Real Estate Taxes and Prorated Expenses shall be prorated as of the Closing Date and (i) Seller shall be responsible for all such Real Estate Taxes and Prorated Expenses that are attributable to the period prior to and including the Closing Date and Buyer shall receive a credit for the same at Closing, and (ii) Buyer shall be responsible for all such Real Estate Taxes and Prorated Expenses that are attributable to the period after the Closing Date and Seller shall receive a credit for the same at Closing. The Purchase Price shall be (i) increased if and to the extent (on a dollar for dollar basis) that Net Total Assets on the Estimated Closing Date Balance Sheet exceeds Net Total Assets on the Projected July 31 Balance Sheet and for any Real Estate Taxes credited to Seller; and (ii) decreased if and to the extent (on a dollar for dollar basis) that Net Total Assets on the Estimated Closing Date Balance Sheet are less than Net Total Assets on the Projected July 31 Balance Sheet and for any Real Estate Taxes credited to Buyer (this Agreement revised amount, the “Closing Date Purchase Price”). Any Real Estate Taxes paid at or prior to Closing shall be prorated as provided above based upon the amounts actually paid. If Real Estate Taxes have not been set for the tax year in which the Closing occurs, then the proration of such Real Estate Taxes shall be estimated by the parties for the tax year in which the Closing occurs on the basis of the best data then available, and the Escrow Agreement, to (A) disburse such proration shall be promptly adjusted between Sellers and Buyer upon presentation of written evidence of the amount of the Final Post-Closing Adjustment to Buyer from the Adjustment Escrow Amount by means of a wire transfer of immediately available funds to the account designated by ▇▇▇▇▇ and (B) disburse the remainder of the Adjustment Escrow Amount to Seller by means of a wire transfer of immediately available funds to the account designated by Seller in the Escrow Agreement (the “Seller Escrow Account”); provided, that if the amount of such Final Post-Closing Adjustment exceeds the Adjustment Escrow Amount, within five Business Days of the final determination of the Final Post-Closing Adjustment, the Seller Parties, on a joint and several basis, shall pay the amount by which the Final Post-Closing Adjustment exceeds the Adjustment Escrow Amount to Buyer via wire transfer of immediately available funds to an account designated by Buyer in writingactual Real Estate Taxes as provided below. (iib) If As promptly as reasonably practicable, but no later than sixty (60) days after the Purchase Price is greater than the Estimated Purchase Price, then within five Business Days of the final determination of the Final Post-Closing AdjustmentDate, Buyer shall pay the Final Post-cause to be prepared and delivered to Sellers its proposed Closing Adjustment to Seller by means of a wire transfer of immediately available funds to the Seller Escrow Account and Buyer and Seller shall deliver joint written instructions to the Escrow Agent directing the Escrow Agent to disburse the Adjustment Escrow Amount to the Seller Escrow Account (Date Balance Sheet for the benefit Acquired Entities as of the Seller Parties) close of business on the Closing Date , prepared in accordance with the terms Agreed Principles (“Buyer’s Proposed Closing Date Balance Sheet”), and setting forth Buyer’s proposed calculation of Net Total Assets, together with written evidence of the Escrow Agreement. amount of the actual Real Estate Taxes for the tax year in which the Closing occurs and actual Prorated Expenses and Buyer’s proposed adjustment of the Closing Date Purchase Price (iii“Buyer’s Proposed Purchase Price Adjustment”). Buyer’s Proposed Purchase Price Adjustment shall be calculated as follows: The Purchase Price shall be (i) Any post-increased if and to the extent (on a dollar for dollar basis) that Net Total Assets on the Closing payment by Buyer Date Balance Sheet exceeds Net Total Assets on the Estimated Closing Date Balance Sheet and for any Real Estate Taxes or the Prorated Expenses credited to Seller Parties under this Agreement, including not previously prorated pursuant to this Section 2.7, shall be treated as an adjustment clause (a) above; and (ii) decreased if and to the Purchase Price, unless extent (on a contrary treatment is required by Applicable Law.dollar for