Common use of Closing Date Adjustment Clause in Contracts

Closing Date Adjustment. 2.8.1 The Arrangement Consideration, being $419,000,000, has been determined on the basis that the Company as at the Closing Date will have (i) Working Capital of $14,545,257 (the “Target Working Capital”), (ii) no Cash, and (iii) no Indebtedness, and will be adjusted in accordance with this Section 2.8. 2.8.2 No later than 45 days after the Closing Date, the Purchaser will prepare and deliver to the Shareholder Representative a draft statement (the “Closing Statement”) setting out: 2.8.2.1 by separate line-item, as at the Closing Date, (a) Working Capital, and (b) Net Indebtedness (including indicating any changes from the Estimated Net Indebtedness); 2.8.2.2 the Arrangement Consideration as decreased by the Estimated Net Indebtedness, (the “Estimated Arrangement Consideration”); 2.8.2.3 the amount of the Estimated Arrangement Consideration (a) as decreased by any amount the Target Working Capital exceeds the Working Capital as at the Closing Date, (b) as increased by any amount the Working Capital as at the Closing Date exceeds the Target Working Capital, (c) as decreased by any amount the Net Indebtedness as at the Closing Date exceeds the Estimated Net Indebtedness, and (d) as increased by any amount the Estimated Net Indebtedness exceeds the Net Indebtedness as at the Closing Date (the “Final Arrangement Consideration”). During the period from the date of delivery of the draft Closing Statement until the date no later than 15 days thereafter, the Purchaser will give the Shareholder Representative reasonable access to the working papers used to create the draft Closing Statement. If the Shareholder Representative does not give a notice of objection in accordance with Section 2.9, the Common Shareholders will be deemed to have accepted the draft Closing Statement which will be final and binding on the Parties. 2.8.3 Once finally determined in accordance with Section 2.8.2 or 2.9, as the case may be, if (i) the Estimated Arrangement Consideration exceeds the Final Arrangement Consideration by at least $5,000, then the Common Shareholders will pay to the Purchaser the amount of the difference between the Estimated Arrangement Consideration and the Final Arrangement Consideration on a dollar-for-dollar basis in accordance with the Plan of Arrangement and (ii) the Final Arrangement Consideration exceeds the Estimated Arrangement Consideration by at least $5,000, then the Purchaser will pay each Common Shareholder its Pro Rata Portion of the amount of the difference between the Final Arrangement Consideration and the Estimated Arrangement Consideration on a dollar-for-dollar basis in accordance with the Plan of Arrangement (the adjustment set forth in either (i) or (ii) being the (“Closing Date Adjustment”).

Closing Date Adjustment. 2.8.1 The Arrangement ConsiderationNot less than 5 business days prior to the scheduled Closing Date, being $419,000,000Sellers shall cause the Companies to make available for review by Buyer unaudited combined financial statements of the Companies as of and through October 31, has been determined on the basis that the Company as at 2005. Not less than 3 days before the Closing Date will have Date, Sellers shall cause the Companies to prepare and furnish Buyer a good faith estimate (the “Closing Estimate”) of the Closing Balance Sheet, the Adjustment Amount, and Cash Consideration based upon such Closing Balance Sheet and all relevant details and supporting documentation regarding such calculations. The cash portion of the Purchase Price shall be (i) Working Capital increased by the amount, if any, by which the amount of Cash on the Closing Balance Sheet exceeds $14,545,257 650,000, (ii) decreased by the amount, if any, by which $650,000 exceeds the amount of Cash on the Closing Balance Sheet, (iii) decreased by the amount, if any, by which the amount of the liabilities of the Companies on the Closing Balance Sheet exceeds the amount of the Included Current Liabilities reflected on the Closing Balance Sheet, (iv) decreased by the amount, if any, by which the amount of the obligations of the Companies under any letters of credit as of Closing exceeds $3,017,000, and (v) decreased by the amount paid by the Companies to partially satisfy obligations under the notes payable of HBI to the HBI Shareholders between November 30, 2005 and the Closing, excluding for this purpose any payments made or to be made under Section 3.3(b)(i)(2) (the “Target Working Capital”net effect of all the adjustments reflected in subsections (i), (ii), (iii), (iv) no Cash, and (iiiv) no Indebtedness, to be referred herein as the “Adjustment Amount”). Buyer shall review the Closing Estimate and will be adjusted in accordance with this Section 2.8. 2.8.2 No later than 45 days after confer regarding the amount thereof prior to the Closing Date, the Purchaser will prepare and deliver to the Shareholder Representative a draft statement (the “Closing Statement”) setting out: 2.8.2.1 by separate line-item, as at the Closing Date, (a) Working Capital, and (b) Net Indebtedness (including indicating any changes from the Estimated Net Indebtedness); 2.8.2.2 the Arrangement Consideration as decreased Estimate shall not be deemed final until approved in writing by the Estimated Net Indebtedness, (the “Estimated Arrangement Consideration”); 2.8.2.3 the amount of the Estimated Arrangement Consideration (a) as decreased by any amount the Target Working Capital exceeds the Working Capital as at S▇▇▇▇▇ or until the Closing Date, (b) as increased by any amount the Working Capital as at the Closing Date exceeds the Target Working Capital, (c) as decreased by any amount the Net Indebtedness as at the Closing Date exceeds the Estimated Net Indebtedness, and (d) as increased by any amount the Estimated Net Indebtedness exceeds the Net Indebtedness as at the Closing Date (the “Final Arrangement Consideration”). During the period from the date of delivery of the draft Closing Statement until the date no later than 15 days thereafter, the Purchaser will give the Shareholder Representative reasonable access to the working papers used to create the draft Closing Statement. If the Shareholder Representative does not give a notice of objection in accordance with Section 2.9, the Common Shareholders will be deemed to have accepted the draft Closing Statement which will be final and binding on the Partiesoccurs. 2.8.3 Once finally determined in accordance with Section 2.8.2 or 2.9, as the case may be, if (i) the Estimated Arrangement Consideration exceeds the Final Arrangement Consideration by at least $5,000, then the Common Shareholders will pay to the Purchaser the amount of the difference between the Estimated Arrangement Consideration and the Final Arrangement Consideration on a dollar-for-dollar basis in accordance with the Plan of Arrangement and (ii) the Final Arrangement Consideration exceeds the Estimated Arrangement Consideration by at least $5,000, then the Purchaser will pay each Common Shareholder its Pro Rata Portion of the amount of the difference between the Final Arrangement Consideration and the Estimated Arrangement Consideration on a dollar-for-dollar basis in accordance with the Plan of Arrangement (the adjustment set forth in either (i) or (ii) being the (“Closing Date Adjustment”).

Closing Date Adjustment. 2.8.1 The Arrangement Consideration, being $419,000,000, has been determined on the basis that the Company as at the Closing Date will have (i) Working Capital of $14,545,257 (the “Target Working Capital”), (ii) no Cash, and (iii) no Indebtedness, and will be adjusted in accordance with this Section 2.8. 2.8.2 No later than 45 days after the Closing Date, the Purchaser will prepare and deliver to the Shareholder Representative a draft statement (the “Closing Statement”) setting out: 2.8.2.1 by separate line-item, as at the Closing Date, (a) Working Capital, and (b) Net Indebtedness (including indicating any changes from the Estimated Net Indebtedness); 2.8.2.2 the Arrangement Consideration as decreased by the Estimated Net Indebtedness, (the “Estimated Arrangement Consideration”); 2.8.2.3 the amount of the Estimated Arrangement Consideration (a) as decreased by any amount the Target Working Capital exceeds the Working Capital as at the Closing Date, (b) as increased by any amount the Working Capital as at the Closing Date exceeds the Target Working Capital, (c) as decreased by any amount the Net Indebtedness as at the Closing Date exceeds the Estimated Net Indebtedness, and (d) as increased by any amount the Estimated Net Indebtedness exceeds the Net Indebtedness as at the Closing Date (the “Final Arrangement Consideration”). During the period from the date of delivery of the draft Closing Statement until the date no later than 15 days thereafter, the Purchaser will give the Shareholder Representative reasonable access to the working papers used to create the draft Closing Statement. If the Shareholder Representative does not give a notice of objection in accordance with Section 2.9, the Common Shareholders will be deemed to have accepted the draft Closing Statement which will be final and binding on the Parties. 2.8.3 Once finally determined in accordance with Section 2.8.2 or 2.9, as the case may be, if (i) the Estimated Arrangement Consideration exceeds the Final Arrangement Consideration by at least $5,000, then the Common Shareholders will pay to the Purchaser the amount of the difference between the Estimated Arrangement Consideration and the Final Arrangement Consideration on a dollar-for-dollar basis in accordance with the Plan of Arrangement and (ii) the Final Arrangement Consideration exceeds the Estimated Arrangement Consideration by at least $5,000, then the Purchaser will pay each Common Shareholder its Pro Rata Portion of the amount of the difference between the Final Arrangement Consideration and the Estimated Arrangement Consideration on a dollar-for-dollar basis in accordance with the Plan of Arrangement (the adjustment set forth in either (i) or (ii) being the (“"Closing Date Adjustment”").