Common use of Closing and Post-Closing Adjustments Clause in Contracts

Closing and Post-Closing Adjustments. Seller and Buyer shall mutually reconcile all closing adjustments relating to the Transferred Assets and the Business of Seller prior to, or at, the Closing. The parties agree as follows in regards to the ongoing tracking, allocation, and collection of each party's Photographic Asset receivables post-Closing: (a) At Closing, Seller shall provide Buyer with a complete list of Seller's outstanding pre-Closing receivables that have open invoices. Seller may continue to collect/attempt to collect all such outstanding pre-Closing receivables, without limitation, for as long as Seller wishes. Should Buyer happen to receive any customer payments for such identified outstanding pre-Closing receivables of Seller, Buyer shall remit such payments to Seller. (b) For new post-Closing Seller receivables related to pre-Closing usage of Photographic Assets that is only reported by customers post-Closing, Seller may continue to create and issue new invoices for such receivables for a period of two (2) months following the Closing, and, for all new invoices properly created during this period (including invoices created for internal use), Seller may continue to collect/attempt to collect all such receivables associated with such new invoices, without limitation, for as long as Seller wishes. Should Buyer happen to receive any customer payments for such Seller receivables identified on such new invoices, Buyer shall remit such payments to Seller. In addition, to facilitate Sellers invoicing and collection efforts, Buyer shall share all Photographic Asset usage reports received by Buyer from customers during this same two (2) month period. (c) After the Closing, Seller shall cooperate with Buyer in Buyer's efforts to transition customers to remitting usage reports for post-Closing Photographic Asset usage, and associated payments, directly to Buyer. To the extent that Seller continues to receive any such usage reports for post-Closing Photographic Asset usage, and/or associated payments, Seller shall remit all such reports and/or associated payments to Buyer. (d) In addition, in order to aid the parties in properly identifying, verifying, and allocating the Photographic Asset receivables remitted to each party by customers post-Closing, each party agrees to exchange redacted copies of bank statements for all accounts used by such party to collect/deposit customer payments, in a manner sufficient only to identify all customer payments received by such party, for a period of six (6) months following the Closing.

Closing and Post-Closing Adjustments. Seller and Buyer shall mutually reconcile all closing adjustments relating to the Transferred Assets and the Business of Seller prior to, or at, the Closing. The parties agree as follows in regards to the ongoing tracking, allocation, and collection of each party's Photographic Asset receivables post-Closing: (a) At ClosingThe Company shall initially prepare and, Seller not later than 5 Business Days prior to the Closing Date, deliver a draft statement of Closing adjustments (herein the "Closing Statement") as contemplated in Sections 2.1(a) and (b), to the Purchaser for review. The Representative and the Purchaser shall provide Buyer with a complete list cooperate in settling and agreeing to the amounts to be set forth on the Closing Statement to be used pursuant to the provisions of Seller's outstanding pre-this Section 2.3. The Closing receivables that have open invoices. Seller may continue Statement shall be utilized for the purpose of settling for Closing the adjustments to collect/attempt be made pursuant to collect all such outstanding pre-Closing receivablesSectiona2.2 (herein the "Adjustments") and shall also set forth the adjustments, without limitationif any, for as long as Seller wishes. Should Buyer happen to receive any customer payments for such identified outstanding pre-Closing receivables of Seller, Buyer shall remit such payments be made pursuant to SellerSection 2.9. (b) For new post-Closing Seller receivables related to pre-Closing usage of Photographic Assets that is only reported by customers post-Forthwith after Closing, Seller may continue in order to create settle the Adjustments finally and issue new invoices for such receivables for a period of two thereby to settle the Purchase Price, the Purchaser and the Representative shall cause the Adjustments, including the July 31 Balance Sheet insofar as it relates to the Adjustments, to be audited jointly by their respective auditors (2) months following herein the Closing, and, for all new invoices properly created during this period (including invoices created for internal use"Auditors"), Seller may continue to collect/attempt to collect all such receivables associated in accordance with generally accepted Canadian auditing standards. The Representative and the Purchaser shall cooperate fully with such new invoicesaudit so as to cause the Auditors to complete such audit within 90 days after the Closing Date. The Representative and the Purchaser shall have the opportunity, without limitation, for as long as Seller wishes. Should Buyer happen to receive any customer payments for such Seller receivables identified on such new invoices, Buyer shall remit such payments to Seller. In additionat their own expense, to facilitate Sellers invoicing review the work papers of the Company and collection effortsthe Auditors relating to such audit. If the Purchaser and the Representative agree with all changes resulting from the said audit, Buyer the July 31 Balance Sheet insofar as it relates to the Adjustments as so audited and changed (herein the "Audited Balance Sheet") shall share for the purposes of this Article 2 be deemed to be the July 31 Balance Sheet as revised by virtue of such audit and the Adjustments shall be recalculated to take all Photographic Asset usage reports received revisions resulting from the Audit into account. If either or both of the Purchaser and the Representative do not agree with any of the said changes resulting from the said audit, or their respective Auditors do not agree as to any matter, either the Purchaser or the Representative may, within 15 Business Days after receipt by Buyer it or them of the Audited Balance Sheet and the statement of the recalculated Adjustments or notice from customers during this same two one of the Auditors of any such disagreement, give written notice (2an "Audit Notice") month periodof any such disagreement, with reasons, to the other Party. If neither the Purchaser nor the Vendor notifies the other of any disagreement within 15 Business Days after its receipt of the Audited Balance Sheet and the recalculated Adjustments they shall be deemed to have accepted the Audited Balance Sheet and the recalculated Adjustments as so changed. The Purchaser and the Representative shall have reasonable access to the other's records and the records of the Company in order to resolve any disagreements. (c) After If a disagreement is made the Closingsubject of an Audit Notice and the Purchaser and the Representative fail to resolve such dispute within 10 Business Days after the date on which the Purchaser or the Representative gave an Audit Notice with respect to the proposed change, Seller then the Calgary office of Price Waterhouse, Chartered Accountants (herein the "Accounting Firm"), shall cooperate with Buyer in Buyer's efforts be engaged forthwith to transition customers resolve any remaining disputes. The Accounting Firm shall be required to remitting usage reports for post-Closing Photographic Asset usage, render its decision within 25 Business Days after the dispute is referred to it. The decision of the Accounting Firm shall be final and associated payments, directly to Buyerbinding. To The fees and expenses of the extent that Seller continues to receive any such usage reports for post-Closing Photographic Asset usage, and/or associated payments, Seller Accounting Firm shall remit all such reports and/or associated payments to Buyerbe shared equally by the Vendor and the Purchaser. (d) In additionPayment of any amount arising by virtue of changes in the July 31 Balance Sheet or the Adjustments pursuant to this Section 2.3 shall be subject to Sectiona116 of the Act, in order shall be made within 10 Business Days after the disputed portion has been agreed upon by the Parties or determined by the Accounting Firm pursuant to aid the parties in properly identifying, verifyingthis Section 2.3, and allocating shall include in addition an amount equal to interest at the Photographic Asset receivables remitted Prime Rate calculated from the Closing Date to each party by customers post-Closing, each party agrees to exchange redacted copies the date of bank statements for all accounts used by such party to collect/deposit customer payments, in a manner sufficient only to identify all customer payments received by such party, for a period of six (6) months following the Closingpayment.