Common use of Closing Adjustment Clause in Contracts

Closing Adjustment. (i) At the Closing, the Purchase Price shall be adjusted in the following manner (the net amount after giving effect to the adjustments listed in Section 2.6(a)(i)(A), Section 2.6(a)(i)(B), Section 2.6(a)(i)(C), and Section 2.6(a)(i)(D) being the “Estimated Closing Date Payment”): (A) either (1) an increase by the amount, if any, by which the Estimated Closing Working Capital (as determined in accordance with Section 2.6(a)(ii)) is greater than the Target Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Closing Working Capital (as determined in accordance with Section 2.6(a)(ii)) is less than the Target Working Capital; (B) a decrease by the amount of Estimated Closing Indebtedness (as determined in accordance with Section 2.6(a)(ii)); (C) a decrease by the amount of Estimated Closing Transaction Expenses (as determined in accordance with Section 2.6(a)(ii)); and (D) an increase by the amount of Estimated Closing Cash (as determined in accordance with Section 2.6(a)(ii)). (ii) The Seller Representative has prepared and delivered to Purchaser, at least five (5) Business Days before the Closing Date, a statement (the “Estimated Closing Statement”) setting forth Sellers’ good faith estimate of (A) Closing Working Capital (the “Estimated Closing Working Capital”), (B) Closing Indebtedness (the “Estimated Closing Indebtedness”), (C) Closing Transaction Expenses (the “Estimated Closing Transaction Expenses”), and (D) Closing Cash (the “Estimated Closing Cash”), which statement contains an estimated balance sheet of the Target Companies as of the Closing Date (without giving effect to the transactions contemplated herein) and a calculation of Estimated Closing Working Capital, prepared in accordance with the Accounting Principles, in each case, together with reasonable supporting detail.

Closing Adjustment. (i) At the Closing, the Purchase Price shall be adjusted in the following manner (the net amount after giving effect to the adjustments listed in Section 2.6(a)(i)(A), Section 2.6(a)(i)(B), Section 2.6(a)(i)(C), and Section 2.6(a)(i)(D) being the “Estimated Closing Date Payment”): (A) either (1) an increase by the amount, if any, by which the Estimated Closing Working Capital (as determined in accordance with Section 2.6(a)(ii)) is greater than the Target Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Closing Working Capital (as determined in accordance with Section 2.6(a)(ii)) is less than the Target Working Capital; (B) a decrease by the amount of Estimated Closing Indebtedness (as determined in accordance with Section 2.6(a)(ii)); (C) a decrease by the amount of Estimated Closing Transaction Expenses (as determined in accordance with Section 2.6(a)(ii)); and (D) an increase by the amount of Estimated Closing Cash (as determined in accordance with Section 2.6(a)(ii)). (ii) The Seller Representative has prepared and delivered to Purchaser, at least five (5) three Business Days before the Closing DateClosing, Seller shall prepare and deliver to Buyer a statement (the “Estimated Closing Statement”) setting forth Sellers’ its good faith estimate of (A) Closing Working Capital (the “Estimated Closing Working Capital”), (B) Closing Indebtedness (the “Estimated Closing Indebtedness”), (C) Closing Transaction Expenses (the “Estimated Closing Transaction Expenses”), and (D) Closing Cash (the “Estimated Closing Cash”), which statement contains shall contain: (A) an estimated balance sheet of the Target Companies Company as of the Closing Date (without giving effect to the transactions contemplated herein); (B) and a calculation of Estimated Closing Working Capital; (C) the amount of all of the Company’s and Holdco’s Indebtedness as of the Closing Date (indicating the amount of each individual component of such Indebtedness and the Persons to whom such Indebtedness is owed); and (D) the amount of all of the Company’s and Holdco’s Transaction Expenses as of the Closing Date (indicating the amount of each individual component of such Transaction Expenses and the Persons to whom such Transaction Expenses are owed) (the “Closing Statement”), and a certificate of the Chief Financial Officer of Seller that the Closing Statement was prepared in accordance with GAAP and the Accounting Principlesline items and methodologies specified in Section 2.04(a)(i) of the Disclosure Schedules (the “Working Capital Methodology”). (ii) The portion of the Purchase Price payable at the Closing shall be reduced by the amount of the Closing Adjustment, in each caseif any, together with reasonable supporting detailand the aggregate Purchase Price shall be increased or reduced, as applicable, by the net amount of the Closing Adjustment and the Post-Closing Adjustment. The “Closing Adjustment” shall be an amount, if any, equal to the amount by which the Target Working Capital exceeds the Estimated Closing Working Capital.

Closing Adjustment. At least three (i3) At the Closing, the Purchase Price shall be adjusted in the following manner (the net amount after giving effect business days prior to the adjustments listed in Section 2.6(a)(i)(A), Section 2.6(a)(i)(B), Section 2.6(a)(i)(C), and Section 2.6(a)(i)(D) being the “Estimated Closing Date Payment”): (A) either (1) an increase by the amount, if any, by which the Estimated Closing Working Capital (as determined in accordance with Section 2.6(a)(ii)) is greater than the Target Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Closing Working Capital (as determined in accordance with Section 2.6(a)(ii)) is less than the Target Working Capital; (B) a decrease by the amount of Estimated Closing Indebtedness (as determined in accordance with Section 2.6(a)(ii)); (C) a decrease by the amount of Estimated Closing Transaction Expenses (as determined in accordance with Section 2.6(a)(ii)); and (D) an increase by the amount of Estimated Closing Cash (as determined in accordance with Section 2.6(a)(ii)). (ii) The Seller Representative has prepared and delivered to Purchaser, at least five (5) Business Days before the Closing Date, the Sellers shall prepare in good faith and deliver to the Buyer (i) an estimated consolidated balance sheet of the Company as of immediately prior to the Closing Time, which shall reflect (without limitation) all Indebtedness (the “Estimated Balance Sheet”) and (ii) a statement calculation of the estimated Net Working Capital based on the Estimated Balance Sheet (the “Estimated Closing Statement”) setting forth Sellers’ good faith estimate of (A) Closing Working Capital (the “Estimated Closing Net Working Capital”). The Estimated Balance Sheet and Estimated Closing Net Working Capital shall be prepared from the Books and Records in accordance with GAAP using the same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in the preparation of the Recent Balance Sheet in compliance with Section 3.8 (Bexcept that notwithstanding the foregoing the determination of Estimated Closing Net Working Capital shall take into account the modifications and exceptions set forth in the proviso contained in the definition of “Net Working Capital” contained in this Agreement), and shall be accompanied by (i) a certificate of the Chief Financial Officer of the Company certifying to such preparation, and (ii) detailed supporting documents for the calculation of the Estimated Closing Indebtedness Net Working Capital. The Cash Purchase Price shall be increased or decreased, respectively, dollar-for-dollar by the amount that the Estimated Closing Net Working Capital on the Closing Date is more than $100,175.00 (the “Estimated Closing IndebtednessUpper Target”), (C) Closing Transaction Expenses or less than $81,962.00 (the “Estimated Lower Target”) (such increase or decrease in the Cash Purchase Price, the “Closing Transaction ExpensesAdjustment”). For purposes of this Agreement, and (D) an increase in the Cash Purchase Price will be referred to as a “Positive Closing Cash (the “Estimated Closing Cash”), which statement contains an estimated balance sheet of the Target Companies as of the Closing Date (without giving effect to the transactions contemplated herein) Adjustment” and a calculation of Estimated decrease in Cash Purchase Price will be referred to as a “Negative Closing Working Capital, prepared in accordance with the Accounting Principles, in each case, together with reasonable supporting detailAdjustment”.

Closing Adjustment. (i) At the Closing, the Purchase Price Closing Amount shall be adjusted in the following manner (the net amount after giving effect to the adjustments listed in Section 2.6(a)(i)(A), Section 2.6(a)(i)(B), Section 2.6(a)(i)(C), and Section 2.6(a)(i)(D) being the “Estimated Closing Date Payment”): manner: (A) either (1) an increase by the amount, if any, by which the Estimated Closing Working Capital (as determined in accordance with Section 2.6(a)(ii2.03(a)(ii)) is greater than the Target Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Closing Working Capital is less than the Target Working Capital; (B) an increase by the amount of Cash of the Acquired Companies; (C) a decrease by the amount of the Estimated Closing Debt Like Items (as determined in accordance with Section 2.6(a)(ii2.03(a)(ii)) is less than the Target Working Capital; ); (BD) a decrease by the amount of the Estimated Closing Indebtedness (as determined in accordance with Section 2.6(a)(ii2.03(a)(ii)); and (CE) a decrease by the amount of the Estimated Closing Transaction Expenses (as determined in accordance with Section 2.6(a)(ii2.03(a)(ii)); . The net amount after giving effect to the adjustments listed in (A)-(E) above shall be the “Closing Date Payment.” The Closing Date Payment shall be paid (i) $17,999,979.84 in the form of Buyer Stock issued from Buyer to Sellers (the “Closing Date Stock Payment”), with the specific number of shares of Buyer Stock being calculated pursuant to Section 2.06 and Section 2.07, and (Dii) an increase by the amount of Estimated remainder paid in cash (the “Closing Date Cash (as determined in accordance with Section 2.6(a)(ii)Payment”). (ii) The Seller Shareholder Representative has prepared and delivered to Purchaser, at least five (5) Business Days before the Closing Date, Buyer a statement (the “Estimated Closing Statement”) setting forth Sellers’ its good faith estimate of (A) Closing Working Capital (the “Estimated Closing Working Capital”), (B) Closing Indebtedness (the “Estimated Closing Indebtedness”), (C) Closing Transaction Expenses (the “Estimated Closing Transaction Expenses”), and (D) Closing Cash (the “Estimated Closing Cash”), which statement contains shall contain an estimated balance sheet of the Target Acquired Companies as of the Closing Date (without giving effect to the transactions contemplated herein) and ), a calculation of Estimated Closing Working Capital, a calculation of the Cash of the Acquired Companies as of the Closing (the “Estimated Cash”) a calculation of all outstanding Debt Like Items of the Acquired Companies as of the Closing (the “Estimated Closing Debt Like Items”) and payment information with respect thereto, a calculation of all outstanding Indebtedness of the Acquired Companies as of the Closing (the “Estimated Closing Indebtedness”) and payment information with respect thereto, and a calculation of all unpaid Transaction Expenses of the Acquired Companies as of the Closing (the “Estimated Closing Transaction Expenses”) and payment information with respect thereto (such statement the “Estimated Closing Working Capital Statement”), and a certificate of the Shareholder Representative that the Estimated Closing Working Capital Statement was prepared in accordance with GAAP applied using the Accounting Principlessame accounting methods, practices, principles, policies, and procedures, with consistent classifications, judgments, and valuation and estimation methodologies, that were used in each case, together with reasonable supporting detail.the preparation of the Financial Statements and the sample calculation attached hereto as Exhibit A.

Closing Adjustment. (i) At the Closing, the Unadjusted Purchase Price shall be adjusted by the following amounts in the following manner (without duplication): (i) increased by the net amount after giving effect to the adjustments listed in Section 2.6(a)(i)(A), Section 2.6(a)(i)(B), Section 2.6(a)(i)(C), and Section 2.6(a)(i)(D) being the “Estimated Closing Date Payment”): Cash Amount (as determined in accordance with Section 2.3(a)); (ii) either (A) either (1) an increase increased by the amount, if any, by which the Estimated Closing Working Capital (as determined in accordance with Section 2.6(a)(ii2.3(a)) is greater than exceeds the Target Working Capital, or (2B) a decrease decreased by the amount, if any, by which the Target Working Capital exceeds the Estimated Closing Working Capital (as determined in accordance with Section 2.6(a)(ii2.3(a)); (iii) is less than the Target Working Capital; (B) a decrease decreased by the amount amount, if any, of Estimated Closing Outstanding Indebtedness (as determined in accordance with Section 2.6(a)(ii2.3(a)); ; (Civ) a decrease decreased by the amount amount, if any, of the Estimated Closing Unpaid Transaction Expenses (as determined in accordance with Section 2.6(a)(ii2.3(a)); and and (Dv) an increase decreased by the amount sum of Estimated Closing Cash the Capital Expenditure Shortfall Amount, if any, plus the Marketing Expenditure Shortfall Amount, if any, plus the Equipment Subsidy Shortfall Amount, if any (each as determined in accordance with Section 2.6(a)(ii2.3(a)). (ii. The net amount resulting from the adjustments of the Unadjusted Purchase Price as set forth in this Section 2.3(b) The Seller Representative has prepared and delivered shall be referred to Purchaser, at least five (5) Business Days before the Closing Date, a statement (herein as the “Estimated Closing Statement”) setting forth Sellers’ good faith estimate of (A) Closing Working Capital (Purchase Price;” provided, however, that in the “Estimated Closing Working Capital”), (B) Closing Indebtedness (event the “Estimated Closing Indebtedness”), (C) Closing Transaction Expenses (the “Estimated Closing Transaction Expenses”), and (D) Closing Cash (the “Estimated Closing Cash”), which statement contains an estimated balance sheet net amount resulting from such adjustments of the Target Companies as of Unadjusted Purchase Price set forth above is less than the Closing Date Adjustment Threshold Amount (without giving effect in either direction) then the Estimated Purchase Price shall be deemed to be the Unadjusted Purchase Price and no adjustments to the transactions contemplated herein) and a calculation of Estimated Closing Working Capital, prepared in accordance with the Accounting Principles, in each case, together with reasonable supporting detailUnadjusted Purchase Price shall be made pursuant to this Section 2.3(b).

Closing Adjustment. (i) At the Closing, the Purchase Price shall be adjusted in the following manner (the net amount after giving effect to the adjustments listed in Section 2.6(a)(i)(A), Section 2.6(a)(i)(B), Section 2.6(a)(i)(C), and Section 2.6(a)(i)(D) being the “Estimated Closing Date Payment”): manner: (A) either (1) an increase by the amount, if any, by which the Estimated Closing Working Capital (as determined in accordance with Section 2.6(a)(ii2.05(a)(ii)) is greater than the Target Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Closing Working Capital (as determined in accordance with Section 2.6(a)(ii)) is less than the Target Working Capital; ; (B) a decrease by the outstanding Indebtedness of the Company as of the close of business on the Closing Date (which shall in no event be an amount of Estimated Closing Indebtedness (as determined in accordance with less than the amounts paid by the Buyer pursuant to Section 2.6(a)(ii2.04(c)(i)(A)); and (C) a decrease by the amount of Estimated Closing unpaid Transaction Expenses of the Company and/or the Sellers as of the close of business on the Closing Date (as determined which shall in accordance with no event be an amount less than the amounts paid by the Buyer pursuant to Section 2.6(a)(ii2.04(c)(i)(B)); and (D. The net amount after giving effect to the adjustments listed above in this 2.05(a) an increase by shall be the amount of Estimated “Closing Cash (as determined in accordance with Section 2.6(a)(ii))Date Payment”. (ii) The Seller Representative has prepared and delivered to Purchaser, at least five (5) Business Days before the Closing Date, Buyer acknowledges receipt of a statement (the “Estimated Closing Statement”) setting forth Sellers’ Seller Representative’s good faith estimate of (A) Closing Working Capital (the “Estimated Closing Working Capital”), (B) Closing Indebtedness (the “Estimated Closing Indebtedness”), (C) Closing Transaction Expenses (the “Estimated Closing Transaction Expenses”), and (D) Closing Cash (the “Estimated Closing Cash”), which statement contains an estimated balance sheet of the Target Companies Company as of the Closing Date (without giving effect to the transactions contemplated herein) and ), a calculation of Estimated Closing Working Capital, Capital (the “Estimated Closing Working Capital Statement”). The Sellers represent and warrant that the Estimated Closing Working Capital Statement was prepared in accordance with the Accounting Principles, in each case, together with reasonable supporting detail.

Closing Adjustment. (i) At the Closing, the Purchase Price shall be adjusted in the following manner (the net amount after giving effect to the adjustments listed in Section 2.6(a)(i)(A), Section 2.6(a)(i)(B), Section 2.6(a)(i)(C), and Section 2.6(a)(i)(D) being the “Estimated Closing Date Payment”): manner: (A) either (1) an increase by ninety-five percent (95%) of the amount, if any, by which the Estimated Closing Working Capital (as determined in accordance with Section 2.6(a)(ii2.04(a)(ii)) is greater than the Target Working Capital, or (2) a decrease by ninety-five percent (95%) of the amount, if any, by which the Estimated Closing Working Capital (as determined in accordance with Section 2.6(a)(ii)) is less than the Target Working Capital; ; (B) a decrease by the amount of Estimated Closing Indebtedness (as determined in accordance with Section 2.6(a)(ii))outstanding Indebtedness; and (C) a decrease by the amount of Estimated unpaid Transaction Expenses. The net amount after giving effect to the adjustments listed above shall be the “Closing Transaction Expenses (as determined in accordance with Section 2.6(a)(ii)); and (D) an increase by the amount of Estimated Closing Cash (as determined in accordance with Section 2.6(a)(ii))Date Payment.” (ii) The Seller Representative has prepared and delivered to Purchaser, at At least five three (53) Business Days before the Closing DateClosing, Seller shall prepare and deliver to Buyer a statement (the “Estimated Closing Statement”) setting forth Sellers’ its good faith estimate of (A) Closing Working Capital (the “Estimated Closing Working Capital”), (B) Closing Indebtedness (the “Estimated Closing Indebtedness”), (C) Closing and Transaction Expenses (the “Estimated Closing Transaction Expenses”), and (D) Closing Cash (the “Estimated Closing Cash”), which statement contains (A) shall contain an estimated balance sheet of the Target Companies Company as of the Closing Date (without giving effect to the transactions contemplated herein) and a calculation of Estimated Closing Working Capital, and (B) shall be prepared in accordance with GAAP applied using the Accounting Principlessame accounting methods, practices, principles, policies and procedures as used in each casethe preparation of the most recent Financial Statements (to the extent consistent with GAAP), together with reasonable supporting detailprovided, that if such Financial Statements deviate from GAAP, GAAP shall control.