Common use of Company Net Working Capital Adjustment Clause in Contracts

Company Net Working Capital Adjustment. (a) Pursuant to Section 5.17, the Company shall deliver the Company Net Working Capital Certificate to Acquiror not less than five (5) Business Days prior to the Closing Date. (b) Within ninety (90) days after the Closing, Acquiror may object to the Company Net Working Capital calculations included in the Company Net Working Capital Certificate (the “NWC Calculations”) by delivering to the Shareholders’ Agent a certificate (the “Acquiror NWC Certificate”) executed by Acquiror’s Chief Financial Officer setting forth (i) Acquiror’s calculation of the Company Net Working Capital and the amount by which Company Net Working Capital as calculated by Acquiror is less than the Company Net Working Capital set forth in the Company Net Working Capital Certificate and (ii) a reconciliation explaining in reasonably detailed terms the substantive differences between the NWC Calculations as set forth on the Company Net Working Capital Certificate and the NWC Calculations as set forth on the Acquiror NWC Certificate. (c) The Shareholders’ Agent may object to the Company Net Working Capital calculations set forth in the Acquiror NWC Certificate by providing written notice of such objection to Acquiror within twenty (20) days after Acquiror’s delivery of the Acquiror NWC Certificate (the “Notice of Objection”). (d) If the Shareholders’ Agent timely provides the Notice of Objection, then the parties shall confer in good faith for a period of up to thirty (30) Business Days following Acquiror’s timely receipt of the Notice of Objection, in an attempt to resolve any disagreement and any resolution by them shall be in writing and shall be final and binding. (e) If, after such thirty (30) Business Day period, the Shareholders’ Agent and Acquiror cannot resolve any such disagreement, then the parties shall engage ▇▇▇▇ ▇▇▇▇▇ LLP or if such firm is not able or willing to so act, another auditing firm acceptable to both the Shareholders’ Agent and Acquiror (the “Reviewing Accountant”) to review the NWC Calculations. After review of the NWC Calculations and the Company’s books and records, the Reviewing Accountant shall promptly determine the Company Net Working Capital and such determination shall be final and binding on the parties. (f) If the Company Net Working Capital, as determined pursuant to Section 1.12(b) (in the event there is no Notice of Objection), Section 1.12(d) or Section 1.12(e), as the case may be, is in fact less than the Company Net Working Capital set forth in the Company Net Working Capital Certificate (such difference, the “Negative Adjustment Amount”), then, if and only if the Merger Consideration would be reduced after giving effect to the Negative Adjustment Amount, then each Effective Time Holder will indemnify and hold harmless Acquiror without any dispute by the Shareholders’ Agent, for the full amount of: (i) the Negative Adjustment Amount; (ii) if the Company Net Working Capital as determined by the Reviewing Accountant, if applicable, is less than or equal to the Company Net Working Capital as set forth in the Acquiror NWC Certificate, all fees and expenses, if any, of the Reviewing Accountant; and (iii) if the Company Net Working Capital as determined by the Reviewing Accountant, if applicable, is greater than the Company Net Working Capital as set forth in the Acquiror NWC Certificate, a percentage of the fees and expenses, if any, of the Reviewing Accountant, which percentage shall equal the difference between the Company Net Working Capital as set forth in the Company Net Working Capital Certificate and the Company Net Working Capital as determined by the Reviewing Accountant, if applicable, divided by the difference between the Company Net Working Capital as set forth in the Company Net Working Capital Certificate and the Company Net Working Capital as set forth in the Acquiror NWC Certificate. (g) During the period required for the preparation and review of, and resolution of disputes relating to the Company Net Working Capital, or the amounts set forth on the Acquiror NWC Certificate or the Company Net Working Capital Certificate, Shareholders’ Agent and Acquiror shall each afford the other’s accountants and other designated representatives access during regular business hours to the books and records of the Company as they may reasonably require in order to review and verify the items on the Final Company Net Working Capital Closing Balance Sheet. Acquiror’s right to indemnification for the Negative Adjustment Amount and the other amounts set forth in Section 1.12(f)(ii) and (iii) pursuant to this Section 1.12 will not be subject to any of the limitations set forth in Article VIII.

Company Net Working Capital Adjustment. (a) Pursuant to Section 5.176.13, the Company shall deliver the Company Net Working Capital Closing Financial Certificate to Acquiror Acquirer not less later than five (5) Business Days prior to the Closing Date. The Company Closing Financial Certificate shall include the Company’s good faith estimated calculation of (i) the Company Net Working Capital (the “Estimated Net Working Capital”), Company Cash as of the Closing (the “Estimated Cash”), Company Debt as of the Closing (the “Estimated Debt”) and Transaction Expenses that are incurred but unpaid as of the Closing (the “Estimated Transaction Expenses”) and (ii) the Estimated Merger Consideration. (b) Within ninety (90) 75 days after the Closing, Acquiror Acquirer may object to the Company’s calculation of the Estimated Merger Consideration by delivering to the Stockholders’ Agent a notice (the “Acquirer Notice”) setting forth Acquirer’s good faith calculation of (i) the Company Net Working Capital calculations included in the Company Net Working Capital Certificate (the “NWC CalculationsAsserted Net Working Capital”) by delivering to ), Company Cash as of the Shareholders’ Agent a certificate Closing (the “Acquiror NWC CertificateAsserted Cash”), Company Debt as of the Closing (the “Asserted Debt”) executed by Acquiror’s Chief Financial Officer setting forth (i) Acquiror’s calculation and Transaction Expenses that are incurred but unpaid as of the Company Net Working Capital and Closing (the amount by which Company Net Working Capital as calculated by Acquiror is less than the Company Net Working Capital set forth in the Company Net Working Capital Certificate “Asserted Transaction Expenses”), and (ii) a reconciliation explaining the Asserted Merger Consideration, in reasonably detailed terms each case together with supporting documentation, information and calculations. If the substantive differences between the NWC Calculations as set forth on Acquirer does not deliver an Acquirer Notice within 75 days after Closing, Acquirer shall be deemed to have accepted the Company Closing Financial Certificate, including the Company’s calculation of Estimated Net Working Capital Certificate Capital, Estimated Cash, Estimated Debt, Estimated Transaction Expenses and the NWC Calculations as set forth Estimated Merger Consideration, which shall be deemed final and binding on the Acquiror NWC Certificateall parties, absent fraud. (c) The ShareholdersStockholders’ Agent may object to the Company Net Working Capital calculations set forth in calculation of the Acquiror NWC Certificate Asserted Merger Consideration by providing written notice of such objection to Acquiror Acquirer within twenty (20) 20 days after AcquirorAcquirer’s delivery of the Acquiror NWC Certificate Acquirer Notice (the “Notice of Objection”), together with supporting documentation, information and calculations. Any matters not expressly set forth in the Notice of Objection shall be deemed to have been accepted by the Stockholders’ Agent on behalf of the Converting Holders. Following the Closing, Surviving Corporation shall provide Stockholders’ Agent with reasonable access during normal business hours to the records of Surviving Corporation, for purposes of this Section 2.6, as deemed necessary by Stockholders’ Agent and in a manner not unreasonably disruptive to Surviving Corporation’s and the Subsidiaries’ businesses. Acquirer agrees that, following the Closing and until the date on which the Merger Consideration becomes final and binding on the Parties in accordance with the terms of this Agreement, Acquirer shall not take, and shall not permit Surviving Corporation or any of the Subsidiaries to take, any actions with respect to any accounting books, records, policies or procedures on which the Final Merger Consideration is to be based, or from which it is to be derived, that would materially impede or delay, or otherwise make unavailable information required for, the determination of the Merger Consideration in the manner and utilizing the methods contemplated by this Agreement. (d) If the ShareholdersStockholders’ Agent timely provides the Notice of Objection, then Acquirer and the parties Stockholders’ Agent shall confer in good faith for a period of up to thirty (30) 10 Business Days following AcquirorAcquirer’s timely receipt of the Notice of Objection, Objection in an attempt to resolve any disagreement disputed matter set forth in the Notice of Objection, and any resolution by them shall be in writing and shall be final and bindingbinding on the parties hereto and the Converting Holders. (e) If, after such thirty (30) the 10 Business Day periodperiod set forth in Section 2.6(d), Acquirer and the ShareholdersStockholders’ Agent and Acquiror cannot resolve any such disagreementmatter set forth in the Notice of Objection, then Acquirer and the parties Stockholders’ Agent shall engage ▇▇▇▇ ▇▇▇▇▇ KPMG LLP or or, if such firm is not able or willing to so act, another auditing firm acceptable to both Acquirer and the ShareholdersStockholders’ Agent and Acquiror (the “Reviewing Accountant”) to review only the NWC Calculationsmatters in the Notice of Objection that are still disputed by Acquirer and the Stockholders’ Agent and the Acquirer Notice to the extent relevant thereto. After such review and a review of the NWC Calculations and the Company’s relevant books and records, the Reviewing Accountant shall promptly (and in any event within 60 days following its engagement) determine the Company Net Working Capital and resolution of such remaining disputed matters in accordance with the terms of this Agreement, which determination shall be final and binding on the partiesparties hereto and the Converting Holders, and the Reviewing Accountant shall provide Acquirer and the Stockholders’ Agent with a calculation of (i) Company Net Working Capital, Company Cash as of the Closing, Company Debt as of the Closing and Transaction Expenses incurred but unpaid as of the Closing and (ii) the Merger Consideration, in each case in accordance with such determinations. (f) If the Company Net Working Capital, Merger Consideration as finally determined pursuant to Section 1.12(b) (in the event there is no Notice of Objection2.6(b), Section 1.12(d2.6(c), Section 2.6(d) or and/or Section 1.12(e2.6(e), as the case may be, be (the “Final Merger Consideration”) is in fact less more than the Company Net Working Capital set forth in the Company Net Working Capital Certificate Estimated Merger Consideration (such difference, the “Negative Adjustment AmountFinal Excess”), then, if and only if the Merger Consideration would be reduced after giving effect to the Negative Adjustment Amount, then each Effective Time Holder will indemnify and hold harmless Acquiror without any dispute by the Shareholders’ Agent, for the full amount of: (i) Acquirer shall pay to each Converting Holder such Converting Holder’s Pro Rata Share of each of the Negative Final Excess, and (ii) the Adjustment Escrow Amount shall be released to the Converting Holders. If the Final Merger Consideration is equal to the Estimated Merger Consideration, within five Business Days after the Final Merger Consideration has been determined, Acquirer and the Stockholders’ Agent shall deliver joint written instructions to the Escrow Agent to release to the Converting Holders the Adjustment Escrow Amount on a pro rata basis in accordance with their respective Pro Rata Shares. (g) If the Final Merger Consideration is less than the Estimated Merger Consideration (such difference, the “Final Shortfall”), then (i) Acquirer shall be entitled to reclaim from the Adjustment Escrow Amount the lesser of (A) the Final Shortfall and (B) the Adjustment Escrow Amount; , (ii) if the Company Net Working Capital Adjustment Escrow Amount is insufficient to make payment to Acquirer of the Final Shortfall, then the amount of such insufficiency shall be satisfied by an offset against the Acquirer Promissory Notes and (iii) the Converting Holders shall be entitled to the Adjustment Escrow Amount remaining after Acquirer has been paid the amount to which it is entitled pursuant to clause (i) of this Section 2.6(g). The offset against the Acquirer Promissory Notes provided in this Section 2.6(g) shall be implemented in a manner that (i) reduces the aggregate indebtedness owed to each Converting Holder by an amount equal to such Converting Holder’s Pro Rata Share of such the insufficiency due to Acquirer Indemnifiable Damages, and (ii) reduces the amount of indebtedness under each Converting Holder’s Tranche 1 Promissory Note by the same amount as such Converting Holder’s Tranche 2 Promissory Note. To the extent Acquirer is entitled to reclaim any funds from the Adjustment Escrow Amount pursuant to this Section 2.6(g), within five Business Days after the Final Merger Consideration has been determined, Acquirer and the Stockholders’ Agent shall remit joint written instructions to the Escrow Agent to release from the Adjustment Escrow Account, the amounts due to Acquirer and the Converting Holders, as applicable, pursuant to this Section 2.6(g). (h) The fees, costs and expenses of the Reviewing Accountant shall be paid (i) by Acquirer in the event the difference between the Final Merger Consideration as determined by the Reviewing AccountantAccountant pursuant to Section 2.6(e) and the Asserted Merger Consideration (such difference, if applicable, the “Acquirer’s Difference”) is less greater than or equal to the Company Net Working Capital as set forth in difference between the Acquiror NWC Certificate, all fees and expenses, if any, of the Reviewing Accountant; and (iii) if the Company Net Working Capital Final Merger Consideration as determined by the Reviewing AccountantAccountant pursuant to Section 2.6(e) and the Estimated Merger Consideration (such difference, the “Stockholders’ Agent’s Difference”), (ii) by the Converting Holders if applicable, the Acquirer’s Difference is greater less than the Company Net Working Capital as set forth in the Acquiror NWC Certificate, a percentage of the fees and expenses, if any, of the Reviewing Accountant, which percentage shall equal the difference between the Company Net Working Capital as set forth in the Company Net Working Capital Certificate and the Company Net Working Capital as determined by the Reviewing Accountant, if applicable, divided by the difference between the Company Net Working Capital as set forth in the Company Net Working Capital Certificate and the Company Net Working Capital as set forth in the Acquiror NWC Certificate. (g) During the period required for the preparation and review of, and resolution of disputes relating to the Company Net Working Capital, Stockholders’ Agent’s Difference or the amounts set forth on the Acquiror NWC Certificate or the Company Net Working Capital Certificate, Shareholders’ Agent and Acquiror shall each afford the other’s accountants and other designated representatives access during regular business hours to the books and records of the Company as they may reasonably require in order to review and verify the items on the Final Company Net Working Capital Closing Balance Sheet. Acquiror’s right to indemnification for the Negative Adjustment Amount and the other amounts set forth in Section 1.12(f)(ii) and (iii) equally by Acquirer on the one hand, and the Converting Holders on the other hand, if the Acquirer’s Difference is the same as the Stockholders’ Agent’s Difference. Notwithstanding anything to the contrary contained herein, if any amount is to be paid by the Converting Holders pursuant to this Section 1.12 will 2.6(h), Acquirer shall be entitled to reclaim such amount from the Adjustment Escrow Amount prior to its distribution in accordance with Section 2.6(f) or Section 2.6(g) to the extent not previously paid by the Converting Holders. Any amount due from the Acquirer pursuant to this Section 2.6(h) shall be subject to any borne by Acquirer out of its own pocket and not by a reduction of the limitations set forth in Article VIIIAdjustment Escrow Amount or an offset of the Acquirer Promissory Notes.

Company Net Working Capital Adjustment. (a) Pursuant to Section 5.17, the The Company shall deliver the proposed Company Net Working Capital Closing Financials Certificate to Acquiror Acquirer not less than five three (53) Business Days prior to the Closing Date in form and substance reasonably satisfactory to Acquirer; provided, however, that if Acquirer and the Company are not able to agree on the calculation of the Company Net Working Capital on or prior to the Closing Date, at Acquirer’s election in its sole discretion, the Company Net Working Capital shall be deemed for purposes of the Company Closing Financials Certificate to be the average of Company’s good faith estimate and Acquirer’s good faith estimate of the Company Net Working Capital. (b) Within ninety (90) days after the Closing, Acquiror Acquirer may object to the Company Net Working Capital calculations included in the Company Net Working Capital Closing Financials Certificate (the “NWC Calculations”) by delivering to the ShareholdersStockholders’ Agent a certificate (the “Acquiror Acquirer NWC Certificate”) executed by Acquiror’s Chief Financial Officer a duly authorized officer of Acquirer setting forth (i) AcquirorAcquirer’s calculation of the Company Net Working Capital and Capital. Acquirer’s failure to timely provide the amount Acquirer NWC Certificate shall be deemed an acceptance by which Company Net Working Capital as calculated by Acquiror is less than Acquirer of the Company Net Working Capital calculations set forth in the Company Net Working Capital Certificate and (ii) a reconciliation explaining in reasonably detailed terms the substantive differences between the NWC Calculations as set forth on the Company Net Working Capital Certificate and the NWC Calculations as set forth on the Acquiror NWC Closing Financials Certificate. (c) The ShareholdersStockholders’ Agent may object to the Company Net Working Capital calculations set forth in the Acquiror Acquirer NWC Certificate by providing written notice of such objection to Acquiror Acquirer within twenty (20) days Business Days after AcquirorAcquirer’s delivery of the Acquiror Acquirer NWC Certificate (the “Notice of Objection”). (d) If the ShareholdersStockholders’ Agent timely provides the Notice of Objection, then the parties shall confer in good faith for a period of up to thirty fifteen (3015) Business Days following AcquirorAcquirer’s timely receipt of the Notice of Objection, in an attempt to resolve any disagreement and any resolution by them shall be in writing and shall be final and binding. (e) If, after such thirty fifteen (3015) Business Day period, the ShareholdersStockholders’ Agent and Acquiror Acquirer cannot resolve any such disagreement, then the parties shall engage ▇▇▇▇ ▇▇▇▇▇ LLP or if such firm is not able or willing to so act, another an auditing firm acceptable to both Acquirer and the ShareholdersStockholders’ Agent and Acquiror (the “Reviewing Accountant”) to review the NWC Calculations. After review of the NWC Calculations and the Company’s books and recordsCalculations, the Reviewing Accountant shall promptly determine the Company Net Working Capital and such determination shall be final and binding on the parties. In conducting its review, the Reviewing Accountant shall consider only items in dispute, and shall base its determination solely on presentations of Acquirer and the Stockholders’ Agent (i.e., no independent investigation). (f) If the Company Net Working Capital, as determined pursuant to this Section 1.12(b) (in the event there is no Notice of Objection), Section 1.12(d) or Section 1.12(e), as the case may be, 1.13 is in fact less than the Company Net Working Capital set forth in the Company Net Working Capital Closing Financials Certificate (such differenceshortfall, plus the costs and expenses of the Reviewing Accountant (the “Reviewing Accountant Fees”), if any, shall be collectively referred to as the “Negative Adjustment Amount”), then, if and only if the Merger Consideration would be reduced after giving effect to the Negative Adjustment Amount, then each Effective Time Holder will will, severally but not jointly based on such holder’s Pro Rata Share, indemnify and hold harmless Acquiror Acquirer without any further dispute by the ShareholdersStockholders’ Agent, for such number of Escrow Shares having an aggregate value equal to the full amount of: (i) of the Negative Adjustment Amount;Amount and Acquirer shall, following written notice to the Escrow Agent, be entitled to reclaim such shares from the Escrow Fund. (iig) if If the Company Net Working Capital Capital, as determined by the Reviewing Accountant, if applicable, pursuant to this Section 1.13 is less than or equal to the Company Net Working Capital as set forth in the Acquiror NWC Certificate, all fees and expenses, if any, of the Reviewing Accountant; and (iii) if the Company Net Working Capital as determined by the Reviewing Accountant, if applicable, is fact greater than the Company Net Working Capital as set forth in the Acquiror NWC Certificate, a percentage of the fees and expenses, if any, of the Reviewing Accountant, which percentage shall equal the difference between the Company Net Working Capital as set forth in the Company Net Working Capital Closing Financials 12- Certificate and (such excess, the Company Net Working Capital as determined by “Positive Adjustment Amount”), then Acquirer will disburse to each Effective Time Holder his, her or its Pro Rata Share of such number of shares of Acquirer Common Stock having an aggregate value equal to the full amount of the Positive Adjustment Amount. In the event of a Positive Adjustment (if any), the Reviewing Accountant, if applicable, divided Accountant Fees shall be paid by the difference between the Company Net Working Capital as set forth in the Company Net Working Capital Certificate and the Company Net Working Capital as set forth in the Acquiror NWC CertificateAcquirer. (gh) During the period required for the preparation and review ofFor purposes of satisfying any Positive Adjustment Amount or Negative Adjustment Amount, and resolution each whole share of disputes relating Acquirer Common Stock shall be deemed to have a value equal to the Company Net Working CapitalAcquirer Stock Price (as adjusted to appropriately reflect any stock split, reverse stock split, stock dividend, reorganization, reclassification, combination, recapitalization or other like change with respect to Acquirer Common Stock occurring after the amounts set forth on the Acquiror NWC Certificate or the Company Net Working Capital Certificate, Shareholders’ Agent and Acquiror shall each afford the other’s accountants and other designated representatives access during regular business hours to the books and records of the Company as they may reasonably require in order to review and verify the items on the Final Company Net Working Capital Closing Balance Sheet. AcquirorEffective Time). (i) Acquirer’s right to indemnification for the Negative Adjustment Amount and the other amounts set forth in Section 1.12(f)(ii) and (iii) pursuant to this Section 1.12 1.13 will not be subject to any of the limitations set forth in Article VIII8, including the Threshold.

Company Net Working Capital Adjustment. (a) Pursuant to Section 5.17Within 60 days after the Closing Date, the Company Acquirer shall deliver to the Company Net Working Capital Certificate to Acquiror not less than five Stockholders’ agent a statement (5the “Acquirer Closing Statement”) Business Days setting forth Acquirer’s good faith calculation as of immediately prior to the Closing Date. (b) Within ninety (90) days after the Closing, Acquiror may object to the Company Net Working Capital calculations included in the Company Net Working Capital Certificate (the “NWC Calculations”) by delivering to the Shareholders’ Agent a certificate (the “Acquiror NWC Certificate”) executed by Acquiror’s Chief Financial Officer setting forth of (i) Acquiror’s calculation of the Company Net Working Capital and the amount by which Company Closing Net Working Capital as calculated by Acquiror is less than the Company Net Working Capital set forth in the Company Net Working Capital Certificate and Deduction, (ii) a reconciliation explaining the amount of Company Debt, (iii) the amount of Company Cash and (iv) the amount of Transaction Expenses. Acquirer shall provide the Stockholders’ Agent and its representatives reasonable access upon reasonable notice to the records, properties, personnel and (subject to the execution of customary work paper access letters if requested) auditors relating to the preparation of the Acquirer Closing Statement and shall cause its personnel to reasonably cooperate with the Stockholders’ Agent in reasonably detailed terms connection with its review of the substantive differences between the NWC Calculations as set forth on the Company Net Working Capital Certificate and the NWC Calculations as set forth on the Acquiror NWC CertificateAcquirer Closing Statement. (cb) The ShareholdersStockholders’ Agent shall have 30 days within which to review the Acquirer Closing Statement after Acquirer’s delivery thereof. The Stockholders’ Agent may object to the Company Net Working Capital calculations any calculation set forth in the Acquiror NWC Certificate Acquirer Closing Statement by providing written notice of such objection to Acquiror Acquirer within twenty (20) 30 days after AcquirorAcquirer’s delivery of the Acquiror NWC Certificate Acquirer Closing Statement (the “Notice of Objection”), together with the basis of its objection in reasonable detail and any supporting documentation, information and calculations. If a Notice of Objection is not provided within such 30-day period, the Acquirer Closing Statement (and each of the calculations set forth therein) shall be deemed final. (dc) If the ShareholdersStockholders’ Agent timely provides the Notice of Objection, then Acquirer and the parties Stockholders’ Agent shall confer in good faith for a period of up to thirty (30) Business Days 30 days following AcquirorAcquirer’s timely receipt of the Notice of Objection, Objection in an attempt to resolve any disagreement disputed matter set forth in the Notice of Objection, and any resolution by them shall be in writing and shall be final and bindingbinding on the parties hereto and the Converting Holders. (ed) If, after such thirty (the 30) Business Day period-day period set forth in Section 1.7(c), Acquirer and the ShareholdersStockholders’ Agent and Acquiror cannot resolve any such disagreementmatter set forth in the Notice of Objection, then Acquirer and the parties Stockholders’ Agent shall engage ▇▇▇▇ ▇▇▇▇▇ LLP or one of the “big four” independent certified public accounting firm acceptable to both Acquirer and the Stockholders’ Agent or, if such firm is not able or willing to so act, another auditing firm reasonably acceptable to both Acquirer and the ShareholdersStockholders’ Agent and Acquiror (the “Reviewing Accountant”) to review only the NWC Calculationsmatters in the Notice of Objection that are still disputed by Acquirer and the Stockholders’ Agent and any calculations to the extent relevant thereto. After such review and a review of the NWC Calculations and the Company’s relevant books and records, the Reviewing Accountant shall promptly (and in any event within 45 days following its engagement) determine the Company Net Working Capital and resolution of such remaining disputed matters, which determination shall (absent fraud or manifest error) be final and binding on the partiesparties hereto and the Converting Holders. (e) If the Aggregate Consideration as finally determined pursuant to Section 1.7(b), Section 1.7(c) and/or Section 1.7(d), as the case may be (the “Final Aggregate Consideration”), is less than the Aggregate Consideration that was calculated in accordance with the Company Closing Financial Certificate (such difference, the “Aggregate Consideration Shortfall”), the Aggregate Consideration Shortfall shall be recovered by Acquirer first from the Adjustment Escrow Fund. To the extent the Adjustment Consideration Shortfall is greater than the Adjustment Escrow Fund (the “Excess Adjustment Amount”), Acquirer shall recover such Excess Adjustment Amount first from the Indemnity Escrow Fund, and only to the extent the Indemnity Escrow Fund is insufficient, from the Converting Holders directly, based on their Pro Rata Share. A joint written instruction setting forth the Aggregate Consideration Shortfall to be paid to Acquirer, and if applicable, any remaining amounts of the Adjustment Escrow Fund to be paid to the Converting Holders based on their Pro Rata Share, shall be prepared and signed by Acquirer and the Stockholders’ Agent and delivered to the Escrow Agent if requested by Acquirer. Upon receipt of such joint written instruction, the Escrow Agent shall distribute to Acquirer, and if applicable, the Converting Holders, such amount of cash from Adjustment Escrow Fund, and if there is an Excess Adjustment Amount, Acquirer shall be able to recover any such Excess Adjustment Amount from the Escrow Fund in the manner described in Section 8.4(j). (f) If the Company Net Working Capital, as determined pursuant to Section 1.12(b) (in the event there Final Aggregate Consideration is no Notice of Objection), Section 1.12(d) or Section 1.12(e), as the case may be, is in fact less greater than the Company Net Working Capital set forth Aggregate Consideration that was calculated in accordance with the Company Net Working Capital Closing Financial Certificate (such difference, the “Negative Adjustment AmountAggregate Consideration Surplus”), then, if and only if then the Merger Aggregate Consideration would Surplus shall be reduced after giving effect deemed to be added to the Negative Adjustment AmountAggregate Consideration in same proportion of cash and shares of Acquirer Common Stock paid and issued to Converting Holders pursuant to Section 1.4(a) and shall be, then each Effective Time Holder will indemnify within 10 Business Days after delivery of joint written instruction by Acquirer and hold harmless Acquiror without any dispute by the ShareholdersStockholders’ Agent to the Escrow Agent, for the full amount of: (i) with respect to the Negative cash portion, wired to the Paying Agent for further distribution to the Converting Holders, and Acquirer and the Stockholders’ Agent shall submit a joint written instruction to the Escrow Agent instructing Escrow Agent to pay to the Paying Agent the Adjustment Amount; Escrow Fund for further distribution to the Converting Holders based on their Pro Rata Share, and (ii) if with respect to the Company Net Working Capital stock portion, issued to the Converting Holders. The fees, costs and expenses of the Reviewing Accountant shall be allocated between the Stockholders’ Agent (on behalf of the Converting Holders), on the one hand, and Acquirer, on the other hand, in the same proportion that the aggregate amount of the disputed items submitted to the Reviewing Accountant that is unsuccessfully disputed by each such party (as finally determined by the Reviewing Accountant, if applicable, is less than or equal ) bears to the Company Net Working Capital as set forth in the Acquiror NWC Certificate, all fees and expenses, if any, total amount of the Reviewing Accountant; and (iii) if the Company Net Working Capital as determined by the Reviewing Accountant, if applicable, is greater than the Company Net Working Capital as set forth in the Acquiror NWC Certificate, a percentage of the fees and expenses, if any, of the Reviewing Accountant, which percentage shall equal the difference between the Company Net Working Capital as set forth in the Company Net Working Capital Certificate and the Company Net Working Capital as determined by the Reviewing Accountant, if applicable, divided by the difference between the Company Net Working Capital as set forth in the Company Net Working Capital Certificate and the Company Net Working Capital as set forth in the Acquiror NWC Certificatesuch disputed items so submitted. (g) During the period required for the preparation and review of, and resolution of disputes relating to the Company Net Working Capital, or the amounts set forth on the Acquiror NWC Certificate or the Company Net Working Capital Certificate, Shareholders’ Agent and Acquiror shall each afford the other’s accountants and other designated representatives access during regular business hours to the books and records of the Company as they may reasonably require in order to review and verify the items on the Final Company Net Working Capital Closing Balance Sheet. Acquiror’s right to indemnification for the Negative Adjustment Amount and the other amounts set forth in Section 1.12(f)(ii) and (iii) pursuant to this Section 1.12 will not be subject to any of the limitations set forth in Article VIII.

Company Net Working Capital Adjustment. (a) Pursuant to Section 5.175.12, the Company shall deliver the Company Net Working Capital Closing Financial Certificate to Acquiror Acquirer not less later than five three (53) Business Days prior to the Closing Date. (b) Within ninety (90) 90 days after the Closing, Acquiror Acquirer may object to the calculations of Company Net Working Capital calculations included in the Company Net Working Capital Closing Financial Certificate (the “NWC Calculations”) by delivering to the ShareholdersStockholders’ Agent a certificate notice (the “Acquiror Acquirer NWC CertificateNotice”) executed by Acquiror’s Chief Financial Officer setting forth (i) AcquirorAcquirer’s calculation of the Company Net Working Capital and the amount by which Company Net Working Capital as calculated by Acquiror Acquirer is less than Company Net Working Capital as set forth in the Company Closing Financial Certificate. (c) The Stockholders’ Agent may object to the calculations of Company Net Working Capital set forth in the Company Net Working Capital Certificate and (ii) a reconciliation explaining in reasonably detailed terms the substantive differences between the Acquirer NWC Calculations as set forth on the Company Net Working Capital Certificate and the NWC Calculations as set forth on the Acquiror NWC Certificate. (c) The Shareholders’ Agent may object to the Company Net Working Capital calculations set forth in the Acquiror NWC Certificate Notice by providing written notice of such objection to Acquiror Acquirer within twenty (20) 20 days after AcquirorAcquirer’s delivery of the Acquiror Acquirer NWC Certificate Notice (the “Notice of Objection”), together with such supporting documentation, information and calculations as are necessary for Acquirer to verify and determine the basis of such objection. Any matters not expressly set forth in the Notice of Objection shall be deemed to have been accepted by the Stockholders’ Agent on behalf of the Company Stockholders. (d) If the ShareholdersStockholders’ Agent timely provides the Notice of Objection, then Acquirer and the parties Stockholders’ Agent shall confer in good faith for a period of up to thirty (30) 20 Business Days following AcquirorAcquirer’s timely receipt of the Notice of Objection, Objection in an attempt to resolve any disagreement disputed matter set forth in the Notice of Objection, and any resolution by them shall be in writing and shall be final and bindingbinding on the parties hereto and the Company Stockholders. (e) If, after such thirty (30) the 20 Business Day periodperiod set forth in Section 1.5(d), Acquirer and the ShareholdersStockholders’ Agent and Acquiror cannot resolve any such disagreementmatter set forth in the Notice of Objection, then Acquirer and the parties Stockholders’ Agent shall engage ▇▇▇▇ ▇▇▇▇▇ LLP or if such firm is not able or willing to so act, another an auditing firm acceptable to both Acquirer and the ShareholdersStockholders’ Agent and Acquiror (the “Reviewing Accountant”) to review only the matters in the Notice of Objection that are still disputed by Acquirer and the Stockholders’ Agent and the NWC CalculationsCalculations to the extent relevant thereto. After such review and a review of the NWC Calculations and the Company’s relevant books and records, the Reviewing Accountant shall promptly determine the Company Net Working Capital and resolution of such remaining disputed matters, which determination shall be final and binding on the partiesparties hereto and the Company Stockholders, and the Reviewing Accountant shall provide Acquirer and the Stockholders’ Agent with a calculation of Company Net Working Capital in accordance with such determination. (f) If the Company Net Working Capital, Capital as finally determined pursuant to Section 1.12(b) (in the event there is no Notice of Objection1.5(b), Section 1.12(d1.5(d) or and/or Section 1.12(e1.5(e), as the case may be, is in fact less than be (the Company “Final Net Working Capital set forth in the Company Net Working Capital Certificate (such difference, the “Negative Adjustment AmountCapital”), then, if and only if the Merger Consideration would be reduced after giving effect to the Negative Adjustment Amount, then each Effective Time Holder will indemnify and hold harmless Acquiror without any dispute by the Shareholders’ Agent, for the full amount of: (i) the Negative Adjustment Amount; (ii) if the Company Net Working Capital as determined by the Reviewing Accountant, if applicable, is less than or equal to the Company Net Working Capital as set forth in the Acquiror NWC Certificate, all fees and expenses, if any, of the Reviewing Accountant; and (iii) if the Company Net Working Capital as determined by the Reviewing Accountant, if applicable, is greater than the Company Net Working Capital as set forth in the Acquiror NWC CertificateCompany Closing Financial Certificate (such shortfall, a percentage the “Final Net Working Capital Shortfall”), then the Contributing Equityholders shall jointly and severally indemnify and hold harmless Acquirer without any dispute by the Stockholders’ Agent, for the full amount of (i) the fees Final Net Working Capital Shortfall and (ii) all fees, costs and expenses, if any, of the Reviewing AccountantAccountant payable by the Contributing Equityholders pursuant to the terms of Section 1.5(i)(ii) or Section 1.5(i)(iii). Payment shall be in the form of cash and Acquirer Common Stock, which percentage and shall equal be allocated between cash and Acquirer Common Stock consistent with the difference between ratio of the value of the Gross Cash Consideration and the Gross Stock Consideration (valued based on the fair market value of the Acquirer Common Stock as of such date). (g) If the Final Net Working Capital exceeds the Company Net Working Capital as set forth in the Company Closing Financial Certificate (such excess, the “Final Net Working Capital Certificate Excess”), then Acquirer shall indemnify and hold harmless the Company Contributing Equityholders in accordance with their respective Pro Rata Share of the Final Net Working Capital as determined by the Reviewing Accountant, if applicable, divided by the difference between the Company Net Working Capital as set forth Excess. Payment shall be in the Company Net Working Capital Certificate form of cash and Acquirer Common Stock, and shall be allocated between cash and Acquirer Common Stock consistent with the ratio of the value of the Gross Cash Consideration and the Company Net Working Capital Gross Stock Consideration (valued based on the fair market value of the Acquirer Common Stock as set forth in the Acquiror NWC Certificateof such date). (gh) During To the period required for extent that the preparation and review ofContributing Equityholders have an obligation to indemnify Acquirer pursuant to Section 1.5(f), and resolution (i) within five (5) Business Days following the final determination of disputes relating to the Company Final Net Working Capital, or the amounts set forth on the Acquiror NWC Certificate or the Company Net Working Capital CertificateStockholders shall pay the cash portion of such indemnification obligation to Acquirer to an account designated by Acquirer and (ii) Acquirer shall, Shareholders’ Agent and Acquiror shall each afford in satisfaction of the other’s accountants and other designated representatives access during regular business hours portion of such indemnification obligation payable in Acquirer Common Stock, send written instructions to the books and records Escrow Agent to cancel a number of such shares of Acquirer Common Stock (valued based on an assumed value of the Company as they may reasonably require Trading Price per share of Acquirer Common Stock) held in order the Indemnity Escrow Fund having an aggregate value equal to review and verify the items on the Final Company Net Working Capital Closing Balance Sheetamount of such indemnification obligation. AcquirorAcquirer’s right to indemnification for the Negative Adjustment Amount and the other amounts set forth in Section 1.12(f)(ii) and (iii) pursuant to this Section 1.12 1.5 will not be subject to any of the limitations set forth in Article VIII8. (i) The fees, costs and expenses of the Reviewing Accountant shall be paid by (i) Acquirer in the event the difference between the Final Net Working Capital as determined by the Reviewing Accountant pursuant to Section 1.5(e) and the NWC Calculations set forth in the Acquirer NWC Notice (such difference, the “Acquirer’s Difference”) is greater than the difference between the Final Net Working Capital as determined by the Reviewing Accountant pursuant to Section 1.5(e) and the calculation of the Company Net Working Capital set forth in the Notice of Objection (such difference, the “Stockholders’ Agent’s Difference”), (ii) by the Contributing Equityholder if the Acquirer’s Difference is less than the Stockholders’ Agent’s Difference or (iii) equally by Acquirer on the one hand, and the Contributing Equityholder on the other hand, if the Acquirer’s Difference is the same as the Stockholders’ Agent’s Difference. (j) Any payments made pursuant to this Section 1.5 shall be treated as an adjustment to the purchase price by the parties for Tax purposes, unless otherwise required by Law.

Company Net Working Capital Adjustment. (a) Pursuant to Section 5.17, the The Company or Holdco shall deliver the proposed Company Net Working Capital Closing Financials Certificate to Acquiror Acquirer (with a copy to the Stockholders’ Agent) not less than five three (53) Business Days prior to the Closing DateDate in form and substance reasonably satisfactory to Acquirer. (b) Within ninety (90) days after the Closing, Acquiror may object Acquirer shall prepare and deliver to the Company Net Working Capital calculations included in the Company Net Working Capital Certificate (the “NWC Calculations”) by delivering to the ShareholdersStockholders’ Agent a certificate (the “Acquiror Acquirer NWC Certificate”) executed by Acquiror’s Chief Financial Officer a duly authorized officer of Acquirer setting forth (i) AcquirorAcquirer’s calculation of the Company Net Working Capital and Capital. Acquirer’s failure to timely provide the amount Acquirer NWC Certificate shall be deemed an acceptance by which Company Net Working Capital as calculated by Acquiror is less than Acquirer of the Company Net Working Capital calculations set forth in the Company Net Working Capital Closing Financials Certificate, without prejudice to the Stockholders’ Agent’s right to require that Acquirer deliver the Acquirer NWC Certificate and (ii) a reconciliation explaining in reasonably detailed terms the substantive differences between the NWC Calculations as set forth on the Company Net Working Capital Certificate and the NWC Calculations as set forth on the Acquiror NWC Certificateeffectuate an adjustment pursuant to Section 1.12(h). (c) The ShareholdersStockholders’ Agent and its representatives and agents shall be given all such reasonable access (including electronic access, to the extent available) during Acquirer’s normal business hours (or such other times as the parties may agree) as they may reasonably require to the books and records of the Company and the Final Surviving Entity, and reasonable access during Acquirer’s normal business hours to such personnel or representatives of the Company and Acquirer (including but not limited to accountants and the individuals responsible for preparing the Acquirer NWC Certificate) for the purposes of resolving any disputes or responding to any matters or inquiries raised concerning the Acquirer NWC Certificate and/or the calculation of the Company Net Working Capital as set forth in the Acquirer NWC Certificate. (d) The Stockholders’ Agent may object to the Company Net Working Capital calculations set forth in the Acquiror Acquirer NWC Certificate by providing written notice of such objection to Acquiror Acquirer (with a copy to the Escrow Agent) within twenty thirty (2030) days Business Days after AcquirorAcquirer’s delivery of the Acquiror Acquirer NWC Certificate (the “Notice of Objection”). (d) If the Shareholders’ Agent timely provides the Notice of Objection, then the parties shall confer in good faith for a period of up to thirty (30) Business Days following Acquiror’s timely receipt of the Notice of Objection, in an attempt to resolve any disagreement and any resolution by them shall be in writing and shall be final and binding. (e) If, after such thirty (30) Business Day period, the Shareholders’ Agent and Acquiror cannot resolve any such disagreement, then the parties shall engage ▇▇▇▇ ▇▇▇▇▇ LLP or if such firm is not able or willing to so act, another auditing firm acceptable to both the Shareholders’ Agent and Acquiror (the “Reviewing Accountant”) to review the NWC Calculations. After review of the NWC Calculations and the Company’s books and records, the Reviewing Accountant shall promptly determine the Company Net Working Capital and such determination shall be final and binding on the parties. (f) If the Company Net Working Capital, as determined pursuant to Section 1.12(b) (in the event there is no Notice of Objection), Section 1.12(d) or Section 1.12(e), as the case may be, is in fact less than the Company Net Working Capital set forth in the Company Net Working Capital Certificate (such difference, the “Negative Adjustment Amount”), then, if and only if the Merger Consideration would be reduced after giving effect to the Negative Adjustment Amount, then each Effective Time Holder will indemnify and hold harmless Acquiror without any dispute by the Shareholders’ Agent, for the full amount of: (i) the Negative Adjustment Amount; (ii) if the Company Net Working Capital as determined by the Reviewing Accountant, if applicable, is less than or equal to the Company Net Working Capital as set forth in the Acquiror NWC Certificate, all fees and expenses, if any, of the Reviewing Accountant; and (iii) if the Company Net Working Capital as determined by the Reviewing Accountant, if applicable, is greater than the Company Net Working Capital as set forth in the Acquiror NWC Certificate, a percentage of the fees and expenses, if any, of the Reviewing Accountant, which percentage shall equal the difference between the Company Net Working Capital as set forth in the Company Net Working Capital Certificate and the Company Net Working Capital as determined by the Reviewing Accountant, if applicable, divided by the difference between the Company Net Working Capital as set forth in the Company Net Working Capital Certificate and the Company Net Working Capital as set forth in the Acquiror NWC Certificate. (g) During the period required for the preparation and review of, and resolution of disputes relating to the Company Net Working Capital, or the amounts set forth on the Acquiror NWC Certificate or the Company Net Working Capital Certificate, Shareholders’ Agent and Acquiror shall each afford the other’s accountants and other designated representatives access during regular business hours to the books and records of the Company as they may reasonably require in order to review and verify the items on the Final Company Net Working Capital Closing Balance Sheet. Acquiror’s right to indemnification for the Negative Adjustment Amount and the other amounts set forth in Section 1.12(f)(ii) and (iii) pursuant to this Section 1.12 will not be subject to any of the limitations set forth in Article VIII.

Company Net Working Capital Adjustment. (a) Pursuant to Section 5.17, the Company shall deliver the Company Net Working Capital Certificate to Acquiror not less Not later than five three (53) Business Days prior to the Closing Date, the Company shall deliver to Acquirer a certificate (the “Company Closing Financial Certificate”), in form and substance reasonably satisfactory to Acquirer, executed by an authorized officer of the Company and setting forth in reasonable detail the Company’s good faith estimates of: (i) the amount of Closing Cash (the “Estimated Closing Cash”); (ii) the amount of Closing Debt (the “Estimated Closing Debt”); (iii) the amount of Transaction Expenses (the “Estimated Transaction Expenses”); (iv) the amount of Company Net Working Capital (the “Estimated Company Net Working Capital”); and (v) the amount of Closing Cash Consideration determined on the basis of the foregoing amounts and such other amounts included in the definition of Closing Cash Consideration. (b) Within ninety (90) 90 days after the Closing, Acquiror may object Acquirer shall deliver to the Securityholder Agent a certificate executed by an authorized officer of Acquirer and setting forth in reasonable detail Acquirer’s good faith calculation of (i) the amount of Closing Cash, (ii) the amount of Closing Debt, (iii) the amount of Transaction Expenses, (iv) the amount of Company Net Working Capital calculations Capital, , and (v) the amount of Adjusted Closing Cash Consideration determined on the basis of the foregoing amounts and such other amounts included in the Company Net Working Capital Certificate definition of Adjusted Closing Cash Consideration (the “NWC Adjustment Calculations”) by delivering to the Shareholders’ Agent a certificate (,” and such certificate, the “Acquiror NWC CertificateAdjustment Notice”) executed by Acquiror’s Chief Financial Officer setting forth (i) Acquiror’s calculation of the Company Net Working Capital ), in each case together with supporting documentation, information and the amount by which Company Net Working Capital as calculated by Acquiror is less than the Company Net Working Capital set forth in the Company Net Working Capital Certificate and (ii) a reconciliation explaining in reasonably detailed terms the substantive differences between the NWC Calculations as set forth on the Company Net Working Capital Certificate and the NWC Calculations as set forth on the Acquiror NWC Certificatecalculations therefor. (c) The Shareholders’ Securityholder Agent may object object, in whole or in part, to the Company Net Working Capital calculations Adjustment Calculations set forth in the Acquiror NWC Certificate Adjustment Notice by providing written notice of such objection to Acquiror Acquirer within twenty thirty (2030) days after AcquirorAcquirer’s delivery of the Acquiror NWC Certificate Adjustment Notice (the “Notice of Objection”), which Notice of Objection shall set forth in reasonable detail the particulars of such objection together with supporting documentation, information and calculations therefor. Any matters not expressly set forth in the Notice of Objection shall be deemed to have been accepted by the Securityholder Agent on behalf of the Sellers. If the Securityholder Agent fails to timely deliver the Notice of Objection, then the Securityholder Agent shall be deemed to have accepted in full the Adjustment Calculations as prepared by Acquirer and set forth in the Adjustment Notice, and such Adjustment Calculations shall become final and binding on the parties hereto and the Sellers as of 11:59 p.m. Eastern Time on such thirtieth (30th) day. (d) If the Shareholders’ Securityholder Agent timely provides the Notice of Objection, then Acquirer and the parties Securityholder Agent shall confer in good faith for a period of up to thirty ten (3010) Business Days following AcquirorAcquirer’s timely receipt of the Notice of Objection, Objection in an attempt to resolve any disagreement disputed matter set forth in the Notice of Objection, and any resolution by them shall be set forth in writing and shall be final and bindingbinding on the parties hereto and the Sellers. (e) If, after such thirty (30) the 10 Business Day periodperiod set forth in Section 1.7(d), Acquirer and the Shareholders’ Securityholder Agent and Acquiror cannot resolve any such disagreementmatter set forth in the Notice of Objection, then Acquirer and the parties Securityholder Agent shall engage ▇▇▇▇ ▇▇▇▇▇ LLP or Ernst & Young or, if such firm is not able or willing to so act, another nationally recognized auditing firm acceptable to both Acquirer and the Shareholders’ Securityholder Agent and Acquiror (the “Reviewing Accountant”) to review only the NWC Calculationsmatters in the Notice of Objection that are still disputed by Acquirer and the Securityholder Agent and the Adjustment Calculations to the extent relevant thereto. After such review and a review of the NWC Calculations and the Company’s relevant books and records, the Reviewing Accountant shall promptly (and in any event within sixty (60) days following its engagement) determine the Company Net Working Capital and resolution of such remaining disputed matters, which determination shall be final and binding on the partiesparties hereto and the Sellers, and the Reviewing Accountant shall provide Acquirer and the Securityholder Agent with a calculation of the Adjusted Closing Cash Consideration in accordance with such determination. The Reviewing Accountant’s determination shall be based upon and consistent with the terms and conditions of this Agreement, including the definitions of Closing Cash, Closing Debt, Transaction Expenses, Company Net Working Capital, and Adjusted Closing Cash Consideration. (f) If To the Company Net Working Capital, extent that (i) the Adjusted Closing Cash Consideration as finally determined pursuant to this Section 1.12(b) (in the event there 1.7 is no Notice of Objection), Section 1.12(d) or Section 1.12(e), as the case may be, is in fact less than the Company Net Working Capital set forth in the Company Net Working Capital Certificate Closing Cash Consideration (such difference, expressed as a positive number, the “Negative Adjustment Shortfall Amount”), then, if and only if such Shortfall Amount exceeds the Merger Consideration would be reduced after giving effect to the Negative Adjustment Holdback Amount, then each Effective Time Holder will indemnify Acquirer and hold harmless Acquiror without the Securityholder Agent shall Release from Indemnity to Acquirer that number of Acquirer ADSs that have an aggregate value, based on the volume weighted average price of an Acquirer ADS on the Nasdaq Global Market in the 30 trading days prior to such final determination of the Adjusted Closing Cash Consideration equal to the Shortfall Amount less the Adjustment Holdback Amount (it being understood that, notwithstanding anything to the contrary contained herein, the Indemnity Fund shall be the sole source of recovery for any dispute by payment required to be made pursuant to this Section 1.7(f)(i)) or (ii) the Shareholders’ Adjusted Closing Cash Consideration as finally determined pursuant to this Section 1.7 is greater than the Closing Cash Consideration (such amount, expressed as a positive number, the “Surplus Amount”) then Acquirer shall promptly (and in any event within three (3) Business Days following final determination of the Adjusted Closing Cash Consideration) pay to the Paying Agent, for further distribution to the full Sellers in accordance with Section 1.4(b), Section 1.4(d)(i) and Section 1.4(e), an amount of:in cash equal to the Surplus Amount. In addition, (x) if there is a Shortfall Amount and such Shortfall Amount is less than the Adjustment Holdback Amount, or (y) if there is no Shortfall Amount, then in each case (x) and (y), the Acquirer shall promptly and in any event within three (3) Business Days following final determination of the Adjusted Closing Cash Consideration, pay to the Paying Agent for further distribution to the Sellers in accordance with Section 1.4(b), Section 1.4(d)(i) and Section 1.4(e) an amount in cash equal to (A) the Adjustment Holdback Amount minus (B) such Shortfall Amount, if there is a Shortfall Amount, or zero, if there is no Shortfall Amount. (ig) The fees, costs and expenses of the Negative Adjustment Amount; Reviewing Accountant shall be allocated between the Securityholder Agent (ii) if on behalf of the Company Net Working Capital Sellers), on the one hand, and Acquirer, on the other hand, in the same proportion that the aggregate amount of the disputed items submitted to the Reviewing Accountant that is unsuccessfully disputed by each such party (as finally determined by the Reviewing Accountant, if applicable, is less than or equal ) bears to the Company Net Working Capital as total amount of such disputed items so submitted. (h) For purposes of giving effect to the terms set forth in this Section 1.7, during the period from Acquirer’s delivery of the Adjustment Notice until final determination of the Adjusted Closing Cash Purchase Price, notwithstanding anything herein to the contrary, Acquirer shall make available to the Securityholder Agent and its representatives copies of all information, records, data, working papers (including those working papers of its accountants, subject to such accountants’ policies with respect thereto), supporting schedules, calculations and other documentation, in each case, to the extent relating to Acquirer’s calculation of the amounts set forth in the Acquiror NWC CertificateAdjustment Notice, all fees and expenses, if any, shall permit reasonable access to Acquirer’s senior finance personnel and accountants involved in the preparation of the Reviewing Accountant; and (iii) if Adjustment Notice, in each case, on a timely basis and as may be reasonably required in connection with the Company Net Working Capital as determined by the Reviewing Accountant, if applicable, is greater than the Company Net Working Capital as set forth in the Acquiror NWC Certificate, a percentage review of the fees and expenses, if any, of the Reviewing Accountant, which percentage shall equal the difference between the Company Net Working Capital as set forth in the Company Net Working Capital Certificate and the Company Net Working Capital as determined by the Reviewing Accountant, if applicable, divided by the difference between the Company Net Working Capital as set forth in the Company Net Working Capital Certificate and the Company Net Working Capital as set forth in the Acquiror NWC Certificate. (g) During the period required for the preparation and review of, and resolution of disputes relating to the Company Net Working Capital, Adjustment Notice or the amounts set forth on reflected therein; provided that such access shall be conducted in a manner that does not interfere with the Acquiror NWC Certificate or the Company Net Working Capital Certificate, Shareholders’ Agent and Acquiror shall each afford the other’s accountants and other designated representatives access during regular normal business hours to the books and records operations of the Company as they may reasonably require in order to review and verify the items on the Final Company Net Working Capital Closing Balance Sheet. Acquiror’s right to indemnification for the Negative Adjustment Amount and the other amounts set forth in Section 1.12(f)(ii) and (iii) pursuant to this Section 1.12 will not be subject to any of the limitations set forth in Article VIIIAcquirer.