Common use of Adjustment Procedures Clause in Contracts

Adjustment Procedures. (a) In order for US Holdco to effect a withdrawal from the Account under Section 4, US Holdco must deliver a Request for Adjustment to the Principal Stockholder in the manner specified by Section 6 and such Request for Adjustment must contain all applicable information and representations and warranties required thereby. (b) Unless the Principal Stockholder raises an objection to the Claim described in such Request for Adjustment pursuant to Section 5(c), US Holdco may withdraw no earlier than the day that is 30 days after the Request for Adjustment was delivered in the manner specified by Section 6 an amount equal to the amount of the Claim in such Request for Adjustment. US Holdco shall not withdraw any amount from the Account if the Principal Stockholder has raised any objections to the Claim made in the Request for Adjustment pursuant to Section 5(c) until such time as such objections have been resolved pursuant to Section 7(g) or otherwise. (c) The Principal Stockholder may object to any Claim made in such Request for Adjustment by notifying US Holdco of such objection no later than the day that is 30 days after the Request for Adjustment has been delivered in the manner specified by Section 6, except that the Principal Stockholder may only so object for the following reasons: (i) the Request for Adjustment is not in all material respects in compliance with the requirements of Section 5(a) above; or (ii) the representations contained in the Request for Adjustment are not accurate in all material respects. (d) Any dispute that arises as a result of an objection raised by the Principal Stockholder pursuant to Section 5(c) shall not constitute or give rise to a Loss of any Relevant Party in respect of such dispute. (e) After the Effective Time through the Termination Date, US Holdco will provide quarterly written reports in reasonable detail as to all matters about which it is aware (after making reasonable inquiry of Relevant Parties) that is or may become subject to the provisions of this Agreement; provided such reports shall not include any information the inclusion of which in the good faith opinion of US Holdco's counsel threatens to constitute a waiver of the attorney-client privilege, work product doctrine or other protection from compulsory disclosure. On the request of the Principal Stockholder the parties shall enter into a joint defense agreement or similar arrangement to the extent that, in the good faith opinion of US Holdco's counsel, such agreement or arrangement would be enforceable against adverse Persons.

Adjustment Procedures. (a) In order for US Holdco to effect a withdrawal from the Account under Section 4, US Holdco must deliver a Request for Adjustment All adjustments to the Principal Stockholder Base Price shall be made (i) in accordance with the terms of this Agreement and, to the extent not inconsistent or in conflict with this Agreement and otherwise applicable, in accordance with GAAP as consistently applied by the Company Group prior to Closing in a manner specified by Section 6 consistent with the audited Company Group Financial Statements and Schedule WC (the “Accounting Principles”) and (ii) without duplication. When available, Sellers will use actual figures for calculating adjustments to the Base Price at Closing; to the extent actual figures are unavailable at Closing, Sellers’ good faith estimates of such Request for Adjustment must contain all applicable information and representations and warranties required therebyamounts will be used at Closing subject to final adjustments in accordance with the terms hereof. (b) Unless the Principal Stockholder raises an objection Notwithstanding anything to the Claim described contrary in such Request for Adjustment pursuant this Agreement: (i) At Closing, all Debt Adjustments and Company Transaction Expenses shall be subtracted from the Cash Consideration (the Cash Consideration, as so adjusted, the “Adjusted Cash Consideration”). (ii) At Closing, all adjustments to the Base Price set forth in Section 5(c2.4 that are not Debt Adjustments and not Company Transaction Expenses (the “Non-Debt/CTE Adjustments”), US Holdco may withdraw no earlier shall be made as follows: (A) if the aggregate amount of such Non-Debt/CTE Adjustments are a positive number less than or equal to Fifty Million Dollars ($50,000,000) (the “Cash Adjustment Cap”), then such Non-Debt/CTE Adjustments shall be made in cash and added to the Adjusted Cash Consideration and be applied as part of the Closing Payment made in accordance with Section 2.6; or (B) if and to the extent the aggregate amount of such Non-Debt/CTE Adjustments are a positive number greater than the day that is 30 days after Cash Adjustment Cap, then (A) an amount of such Non-Debt/CTE Adjustments equal to the Request for Cash Adjustment was delivered Cap shall be made in cash and added to the manner specified by Adjusted Cash Consideration and be applied as part of the Closing Payment made in accordance with Section 6 2.6 and (B) an amount equal to the portion of the Non-Debt/CTE Adjustments exceeding the Cash Adjustment Cap shall be divided by the Reference Price, and the resulting number of Purchaser Common Units shall be added to the Unit Consideration; (C) if the aggregate amount of Non-Debt/CTE Adjustments are a negative number, the Claim in absolute value of such Request for Adjustment. US Holdco Non-Debt/CTE Adjustments shall not withdraw any amount (1) first be subtracted from the Account if Unit Consideration (on the Principal Stockholder has raised any objections basis that each Purchaser Common Units shall be valued at the Reference Price (such adjusted Unit Consideration, the “Adjusted Unit Consideration”)) and (2) second, to the Claim extent the Unit Consideration is zero, to decrease the Cash Consideration. For the avoidance of doubt, no item that is included in or taken into account in the determination of the calculation of Leakage, Effective Time Working Capital or the Debt Adjustments shall be subject to any other adjustment to the Base Price; and (iii) after Closing, all adjustments to the Base Price shall be made in the Request for Adjustment pursuant to Section 5(c) until such time as such objections have been resolved pursuant to Section 7(g) or otherwisecash. (c) The Principal Stockholder may object to any Claim All adjustments and payments made in such Request for Adjustment by notifying US Holdco of such objection no later than the day that is 30 days after the Request for Adjustment has been delivered in the manner specified by Section 6, except that the Principal Stockholder may only so object for the following reasons: (i) the Request for Adjustment is not in all material respects in compliance with the requirements of Section 5(a) above; or (ii) the representations contained in the Request for Adjustment are not accurate in all material respects. (d) Any dispute that arises as a result of an objection raised by the Principal Stockholder pursuant to Section 5(c) this Article 2 shall not constitute or give rise to a Loss be without duplication of any Relevant Party in respect of such dispute. (e) After the Effective Time through the Termination Date, US Holdco will provide quarterly written reports in reasonable detail as to all matters about which it is aware (after making reasonable inquiry of Relevant Parties) that is other amounts paid or may become subject to the provisions of received under this Agreement; provided such reports shall not include any information the inclusion of which in the good faith opinion of US Holdco's counsel threatens to constitute a waiver of the attorney-client privilege, work product doctrine or other protection from compulsory disclosure. On the request of the Principal Stockholder the parties shall enter into a joint defense agreement or similar arrangement to the extent that, in the good faith opinion of US Holdco's counsel, such agreement or arrangement would be enforceable against adverse Persons.

Adjustment Procedures. (a) In order for US Holdco to effect a withdrawal from the Account under Section 4, US Holdco must deliver a Request for Adjustment At least five Business Days prior to the Principal Stockholder Closing, the Contributor Parties shall prepare and deliver to the Partnership a statement setting forth the Contributor Parties’ calculation of the adjustments pursuant to Section 2.9, together with reasonably sufficient detail to support such calculation, and the Parties shall work in good faith to agree on the manner specified amount of such calculation by Section 6 the Closing, and the amount as so agreed shall be referred to as the “Closing Adjustment;” provided, that if the Parties are unable to agree on such Request for Adjustment must contain all applicable information and representations and warranties required therebycalculation, then the Contributor Parties’ original calculation thereof shall be the Closing Adjustment. (b) Unless The Partnership shall notify the Principal Stockholder raises an objection Contributor Parties in writing no later than one Business Day prior to the Claim described in such Request for Adjustment pursuant to Section 5(c), US Holdco may withdraw no earlier than Closing (the day that is 30 days after the Request for Adjustment was delivered in the manner specified by Section 6 an amount equal “Dispute Deadline”) of any disagreements or disputes with respect to the amount Closing Adjustment (a “Dispute”). If the Partnership does not give written notice to Contributor Parties of a Dispute (a “Dispute Notice”) on or prior to the Dispute Deadline, the Closing Adjustment shall be deemed accepted and agreed to by the Parties and shall be final and binding upon the Parties with no further adjustments thereto. If the Partnership has a Dispute, the Partnership shall deliver to Contributor Parties a Dispute Notice prior to the Dispute Deadline, setting forth, in reasonable detail, the elements and amounts with which it disagrees and the reasons therefor. During the 15-day period following the delivery of the Claim Dispute Notice, the Parties shall use commercially reasonable efforts to resolve the Dispute and agree in such Request for writing upon the adjusted Closing Adjustment (the “Estimated Final Adjustment”). US Holdco shall not withdraw any amount from If the Account if the Principal Stockholder has raised any objections Parties agree as to the Claim made in Estimated Final Adjustment within such 15-day period, such Estimated Final Adjustment as so agreed shall be final and binding upon the Request for Adjustment pursuant to Section 5(c) until such time as such objections have been resolved pursuant to Section 7(g) or otherwiseParties. (c) If the Parties are unable to resolve any Dispute within the 15-day period after the Partnership’s delivery of a Dispute Notice, the Parties shall jointly engage a mutually agreed upon nationally recognized accounting firm (the “Arbitrating Accountant”) as arbitrator to promptly resolve any Disputes. The Principal Stockholder may object Arbitrating Accountant’s sole function shall be to resolve the Dispute as specifically set forth in reasonable detail in the Dispute Notice with respect to the determination of the Estimated Final Adjustment consistent with the calculation of the Closing Adjustment. The Arbitrating Accountant shall allow the Parties to present their respective positions regarding the Dispute. The Arbitrating Accountant may, at its discretion, conduct a conference concerning the Dispute, at which conference each Party shall have the right to present additional documents, materials and other information and to have present its advisors, counsel and accountants. In connection with such process, there shall be no other hearings or any Claim made oral examinations, testimony, depositions, discovery or other similar proceedings. The Arbitrating Accountant shall thereafter promptly render its determination on the Dispute in writing and finalize the Estimated Final Adjustment; provided, that such Request written determination shall provide for the Estimated Final Adjustment by notifying US Holdco of such objection to be no later less than the day amount proposed by the Partnership and no higher than the amount proposed by the Contributor Parties (the “Closing Adjustment Dispute Range”). Such written determination shall be final and binding upon the parties hereto, and judgment may be entered on the award. The Partnership and the Contributor Parties shall each bear half of the fees and expenses of the Arbitrating Accountant. (d) The Estimated Final Adjustment for the ▇▇▇▇▇▇▇▇ Entities that is 30 days final and binding on the parties hereto as determined in accordance with the terms of Section 2.10(b) or Section 2.10(c), as applicable, shall be the “Final Adjustment,” with such Final Adjustment not being outside of the Closing Adjustment Dispute Range. Within ten Business Days after the Request for Adjustment has been delivered in determination of the manner specified by Section 6, except that the Principal Stockholder may only so object for the following reasonsFinal Adjustment: (i) If the Request for Final Adjustment is not expressed as a positive or negative number, as applicable, exceeds the Closing Adjustment expressed as a positive or negative number, as applicable, then the Partnership shall pay, by wire transfer of immediately available funds to an account designated in all material respects writing by the Contributor Parties, the amount of such excess; (ii) If the Closing Adjustment expressed as a positive or negative number, as applicable, exceeds the Final Adjustment expressed as a positive or negative number, as applicable, then Contributor Parties shall pay, by wire transfer of immediately available funds to an account designated in compliance with writing by the requirements Partnership, the amount of Section 5(a) abovesuch excess; or (iiiii) If the representations contained in the Request for Final Adjustment are not accurate in all material respects. (d) Any dispute that arises as a result of an objection raised by the Principal Stockholder pursuant to Section 5(c) shall not constitute or give rise to a Loss of any Relevant Party in respect of such dispute. (e) After the Effective Time through the Termination Date, US Holdco will provide quarterly written reports in reasonable detail as to all matters about which it is aware (after making reasonable inquiry of Relevant Parties) that is or may become subject equal to the provisions of this Agreement; provided such reports Closing Adjustment, then no adjustment or payment shall not include any information the inclusion of which in the good faith opinion of US Holdco's counsel threatens to constitute a waiver of the attorney-client privilege, work product doctrine or other protection from compulsory disclosure. On the request of the Principal Stockholder the parties shall enter into a joint defense agreement or similar arrangement to the extent that, in the good faith opinion of US Holdco's counsel, such agreement or arrangement would be enforceable against adverse Personsmade.