Common use of Payment of Post-Closing Adjustment Clause in Contracts

Payment of Post-Closing Adjustment. (i) Following the final determination of the Closing Adjustment in accordance with Section 2.03(c), the Purchase Price shall be recalculated using such final Closing Adjustment. Any difference between the recalculated Purchase Price and the Purchase Price as it was originally calculated at Closing under Section 2.03(a)(ii) (the “Post-Closing Adjustment”) shall be paid to Seller Representative, if the recalculated Purchase Price is greater, or to Buyer, if the original Purchase Price is greater. (ii) Payments to Seller Representative shall be paid by Buyer via wire transfer of immediately available funds to such account as is directed by Seller Representative by the Post-Closing Payment Date. Payments to Buyer shall be paid (1) first from the Closing Adjustment Escrow Amount; (2) then, to the extent the Closing Adjustment Escrow Amount is insufficient, from the Indemnity Escrow Amount; (3) then, to the extent the Closing Adjustment Escrow Amount and Indemnity Escrow Amount are insufficient, directly from Seller Representative on behalf of Seller to Buyer via wire transfer of immediately available funds to such account as is directed by Buyer; in each case, by the Post-Closing Payment Date. (iii) The balance of the Closing Adjustment Escrow Amount after making the payments contemplated under Section 2.03(d)(ii), if any, shall be disbursed to Seller Representative for the benefit of Seller by the Post-Closing Payment Date. For the avoidance of doubt, if no payment is due to Buyer pursuant to this Section 2.03(d), the entire Closing Adjustment Escrow Amount shall be disbursed to Seller Representative for the benefit of Seller. (iv) Any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, or disbursement from the Closing Adjustment Escrow Amount or the Indemnity Escrow Amount, as the case may be, shall be due (x) within five Business Days of acceptance of the Post-Closing Statement or Statement of Objections, as applicable, or (y) if there are Disputed Amounts, then within five Business Days of the resolution described in Section 2.03(c)(v) (the ACTIVE 209289734v.13 “Post-Closing Payment Date”). The amount of any Post-Closing Adjustment shall bear interest from and including the Closing Date to but excluding the date of payment at a rate per annum equal to the prime rate as published in the Wall Street Journal, Eastern Edition on the Closing Date. Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsed.

Payment of Post-Closing Adjustment. (i) Following If the Post-Closing Adjustment is a negative number, Buyer and Sellers shall, within five (5) Business Days after the final determination of the Closing Adjustment in accordance with Section 2.03(c), the Purchase Price shall be recalculated using such final Closing Adjustment. Any difference between the recalculated Purchase Price and the Purchase Price as it was originally calculated at Closing under Section 2.03(a)(ii) (the “Post-Closing Adjustment”) shall be paid , jointly instruct the Escrow Agent to Seller Representative, if disburse from the recalculated Purchase Price is greater, or Adjustment Escrow Fund by wire transfer of immediately available funds (A) to Buyer, if the original Post-Closing Adjustment, and (B) to each Seller such Seller’s Pro Rata Share of any amounts remaining in the Purchase Price Adjustment Escrow Fund. If the Post-Closing Adjustment is greater. (ii) Payments greater than the amount held in the Purchase Price Adjustment Escrow Fund, then Sellers and Buyer shall jointly instruct the Escrow Agent to Seller Representative shall be paid disburse from the Indemnification Escrow Fund by Buyer via wire transfer of immediately available funds to such account as is directed Buyer the amount by Seller Representative by which the Post-Closing Payment Date. Payments to Buyer shall be paid (1) first from Adjustment exceeds the Closing amount in the Purchase Price Adjustment Escrow Amount; Fund (2) then, up to the extent amount in the Closing Adjustment Indemnification Escrow Amount is insufficient, from the Indemnity Escrow Amount; Fund). (3ii) then, to the extent the Closing Adjustment Escrow Amount and Indemnity Escrow Amount are insufficient, directly from Seller Representative on behalf of Seller to Buyer via wire transfer of immediately available funds to such account as is directed by Buyer; in each case, by If the Post-Closing Payment Date. Adjustment is a positive number, Buyer shall, within five (iii5) The balance of Business Days after the Closing Adjustment Escrow Amount after making the payments contemplated under Section 2.03(d)(ii), if any, shall be disbursed to Seller Representative for the benefit of Seller by the Post-Closing Payment Date. For the avoidance of doubt, if no payment is due to Buyer pursuant to this Section 2.03(d), the entire Closing Adjustment Escrow Amount shall be disbursed to Seller Representative for the benefit of Seller. (iv) Any payment final determination of the Post-Closing Adjustment, together with interest calculated as set forth below, or disbursement from (A) distribute the Closing Adjustment Escrow Amount or the Indemnity Escrow Amount, as the case may be, shall be due (x) within five Business Days of acceptance applicable Seller’s Pro Rata Share of the Post-Closing Statement or Statement Adjustment to such Seller and (B) Sellers and Buyer shall jointly instruct the Escrow Agent to disburse the Purchase Price Adjustment Escrow Fund to such Seller by wire transfer of Objections, as applicable, or (y) if there are Disputed Amounts, then within five Business Days immediately available funds the applicable Seller’s Pro Rata Share of the resolution described in Section 2.03(c)(v) (the ACTIVE 209289734v.13 “Post-Closing Payment Date”). The amount of any Post-Closing Purchase Price Adjustment shall bear interest from and including the Closing Date to but excluding the date of payment at a rate per annum equal to the prime rate as published in the Wall Street Journal, Eastern Edition on the Closing Date. Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsedEscrow Fund.

Payment of Post-Closing Adjustment. Within five (5) Business Days following the determination of the Final Adjustment Amount with respect to each class of HoldCo Stock: (i) Following if the final determination Net Final Adjustment Amount is negative and the absolute value of the Closing Net Final Adjustment in accordance with Section 2.03(c)Amount is less than the Adjustment Escrow Amount, an amount equal to the Purchase Price absolute value of the Net Final Adjustment Amount shall be recalculated using such final Closing Adjustment. Any difference between released from the recalculated Purchase Price and Adjustment Escrow Amount to Buyer with the Purchase Price as it was originally calculated at Closing under Section 2.03(a)(ii) remaining portion released to Sellers’ Representative (the “Post-Closing Adjustment”) shall be paid for disbursement to Seller Representative, if the recalculated Purchase Price is greater, or to Buyer, if the original Purchase Price is greater. Sellers); (ii) Payments if the Net Final Adjustment Amount is negative and the absolute value of the Net Final Adjustment Amount is greater than the Adjustment Escrow Amount, the Adjustment Escrow Amount shall be released to Seller Representative shall Buyer and the unpaid portion of the Net Final Adjustment Amount shall, within 5 Business Days, be paid by Sellers to Buyer via in cash by wire transfer of immediately available funds to such the bank account for Buyer set forth on the Funds Flow Statement or as is directed by Seller otherwise provided to Sellers’ Representative by the Post-Closing Payment Date. Payments pursuant to Buyer shall be paid (1) first from the Closing Adjustment Escrow Amount; (2) thenSection 11.6, at least 2 Business Days prior to the extent payment thereof; and (iii) if the Closing Net Final Adjustment Amount is positive, Buyer shall, within five (5) Business Days following the determination of the Net Final Adjustment Amount, pay to Sellers’ Representative the amount by which the Net Final Adjustment Amount exceeds the Adjustment Escrow Amount is insufficient, from the Indemnity Escrow Amount; (3) then, to the extent the Closing Adjustment Escrow Amount and Indemnity Escrow Amount are insufficient, directly from Seller Representative on behalf of Seller to Buyer via in cash by wire transfer of immediately available funds to such account Sellers’ Representative as is directed by set forth on the Funds Flow Statement or as otherwise provided to Buyer; in each case, by pursuant to Section 11.6, at least two (2) Business Days prior to the Post-Closing Payment Date. (iii) The balance payment thereof, and the entire amount of the Closing Adjustment Escrow Amount after making the payments contemplated under Section 2.03(d)(ii), if any, shall be disbursed to Seller Representative for the benefit of Seller by the Post-Closing Payment Date. For the avoidance of doubt, if no payment is due to Buyer pursuant to this Section 2.03(d), the entire Closing Adjustment Escrow Amount shall be disbursed released to Seller Sellers’ Representative (for disbursement to Sellers). With respect to each class of HoldCo Stock, the benefit of Seller. Sellers thereof shall be liable on a Joint and Several Basis to Buyer for any amounts payable to Buyer pursuant to clause (ivii) Any payment of the Post-Closing Adjustmentpreceding sentence. Sellers’ Representative shall distribute the appropriate Relevant Final Adjustment Amount to the holders of each class of HoldCo Stock. Notwithstanding the foregoing, together with interest calculated as set forth below, or disbursement from to the Closing extent the Class A Final Adjustment Escrow Amount or the Indemnity Escrow AmountClass B Final Adjustment Amount is positive, as the case may be, additional amount transferred to Sellers’ Representative by Buyer with respect to such adjustments shall be due funded fifty percent (x50%) within five Business Days of acceptance of in cash and fifty percent (50%) in Buyer Common Stock, with the Post-Closing Statement or Statement of Objections, as applicable, or (y) if there are Disputed Amounts, then within five Business Days of the resolution described in Section 2.03(c)(v) (the ACTIVE 209289734v.13 “Post-Closing Payment Date”). The amount of any Post-Closing Adjustment shall bear interest from and including the Closing Date to but excluding the date of payment at a rate per annum equal to the prime rate as published in the Wall Street Journal, Eastern Edition on the Closing Date. Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsedshares of Buyer Common Stock determined based upon the Buyer Stock Price.

Payment of Post-Closing Adjustment. (i) Following If the final determination Post-Closing Adjustment is a negative number, Seller and Buyer shall, within five Business Days after the Determination Date, jointly instruct the Escrow Agent to disburse from the Adjustment Escrow Fund, by wire transfer of immediately available funds, (A) the Post-Closing Adjustment (up to the amount in the Adjustment Escrow Fund) to Buyer, and (B) the remainder, if any, of the Adjustment Escrow Fund after the disbursement of the Post-Closing Adjustment pursuant to the foregoing clause (A) to Seller (for further distribution to Seller Stockholders in accordance with Section 2.03(ctheir Pro Rata Shares); provided, that if the Purchase Price shall be recalculated using such final Closing Adjustment. Any difference between absolute value of the recalculated Purchase Price and the Purchase Price as it was originally calculated at Closing under Section 2.03(a)(ii) (the “Post-Closing Adjustment”) Adjustment is greater than the amount in the Adjustment Escrow Fund, Buyer shall be paid entitled to Seller Representativerecover such shortfall, if at Buyer’s election, from the recalculated Purchase Price is greaterIndemnity Escrow Fund, or to Buyer, if the original Purchase Price is greaterdirectly from Seller or Seller Stockholders in accordance with their Pro Rata Shares. (ii) Payments If the Post-Closing Adjustment is a positive number, then (A) Seller and Buyer shall, within five Business Days after the Determination Date, jointly instruct the Escrow Agent to Seller Representative shall be paid disburse from the Adjustment Escrow Fund, by Buyer via wire transfer of immediately available funds to such account as is directed by Seller Representative by funds, the Post-Closing Payment Date. Payments to Buyer shall be paid (1) first from the Closing Adjustment Escrow Amount; Fund (2) then, up to the extent value of the Closing aggregate amount remaining in the Adjustment Escrow Amount is insufficientFund at the time of such disbursement) to Seller for further distribution to Seller Stockholders in accordance with their Pro Rata Shares and (B) Buyer shall, from within five Business Days after the Indemnity Escrow Amount; (3) thenDetermination Date pay, or cause to the extent the Closing Adjustment Escrow Amount and Indemnity Escrow Amount are insufficientbe paid, directly from Seller Representative on behalf of Seller to Buyer via by wire transfer of immediately available funds funds, an amount equal to such account as is directed by Buyer; in each case, by the Post-Closing Payment Date. (iii) The balance of the Closing Adjustment Escrow Amount after making the payments contemplated under Section 2.03(d)(ii), if any, shall be disbursed to Seller Representative for the benefit of Seller by the Post-Closing Payment Date. For the avoidance of doubt, if no payment is due to Buyer pursuant to this Section 2.03(d), the entire Closing Adjustment Escrow Amount shall be disbursed further distribution to Seller Representative for the benefit of SellerStockholders in accordance with their Pro Rata Shares. (iv) Any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, or disbursement from the Closing Adjustment Escrow Amount or the Indemnity Escrow Amount, as the case may be, shall be due (x) within five Business Days of acceptance of the Post-Closing Statement or Statement of Objections, as applicable, or (y) if there are Disputed Amounts, then within five Business Days of the resolution described in Section 2.03(c)(v) (the ACTIVE 209289734v.13 “Post-Closing Payment Date”). The amount of any Post-Closing Adjustment shall bear interest from and including the Closing Date to but excluding the date of payment at a rate per annum equal to the prime rate as published in the Wall Street Journal, Eastern Edition on the Closing Date. Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsed.

Payment of Post-Closing Adjustment. A post-closing adjustment to the Cash Consideration may be made as follows (i) Following the final determination of the Closing Adjustment in accordance with Section 2.03(c)such event, the Purchase Price shall be recalculated using such final Closing Adjustment. Any difference between the recalculated Purchase Price and the Purchase Price as it was originally calculated at Closing under Section 2.03(a)(ii) (the if any, a “Post-Closing Adjustment”): (i) If the difference between Final Working Capital and Estimated Working Capital is less than or equal to the Collar, no Post-Closing Adjustment shall be paid made, and within five (5) Business Days after the determination of Final Working Capital, Shareholder Representative Group and Parent shall jointly instruct the Escrow Agent to Seller Representative, if disburse from the recalculated Purchase Price is greater, or to Buyer, if the original Purchase Price is greater. (ii) Payments to Seller Representative shall be paid Working Capital Escrow Fund by Buyer via wire transfer of immediately available funds to the Exchange Agent, for distribution to the Shareholders in Accordance with their Pro Rata Shares, such account as Shareholders’ aggregate Pro Rata Share of the Working Capital Escrow Fund. (ii) If the Final Working Capital is directed greater than the Estimated Working Capital by Seller more than the Collar (such amount that exceeds the Collar, the “Excess Working Capital”), then Parent shall, within five (5) Business Days after the determination of Final Working Capital, (A) deposit with the Exchange Agent, for distribution to the Shareholders in accordance with their Pro Rata Shares, such Shareholders’ aggregate Pro Rata Share of the Excess Working Capital, and (B) Shareholder Representative by Group and Parent shall jointly instruct the Post-Closing Payment Date. Payments Escrow Agent to Buyer shall be paid (1) first disburse from the Closing Adjustment Working Capital Escrow Amount; (2) then, to the extent the Closing Adjustment Escrow Amount is insufficient, from the Indemnity Escrow Amount; (3) then, to the extent the Closing Adjustment Escrow Amount and Indemnity Escrow Amount are insufficient, directly from Seller Representative on behalf of Seller to Buyer via Fund by wire transfer of immediately available funds to the Exchange Agent, for distribution to the Shareholders in Accordance with their Pro Rata Shares, such account as is directed by Buyer; in each case, by Shareholders’ aggregate Pro Rata Share of the Post-Closing Payment DateWorking Capital Escrow Fund. (iii) The balance of If the Closing Adjustment Escrow Amount after making Final Working Capital is less than the payments contemplated under Section 2.03(d)(iiEstimated Working Capital by more than the Collar (such amount that exceeds the Collar, the “Working Capital Shortfall”), if anyShareholder Representative Group and Parent shall, within five (5) Business Days after the determination of Final Working Capital, jointly instruct the Escrow Agent to disburse from the Working Capital Escrow Fund by wire transfer of immediately available funds (A) to Parent, the Working Capital Shortfall, and (B) to the Exchange Agent, for distribution to the Shareholders in accordance with their Pro Rata Shares, such Shareholders’ aggregate Pro Rata Share of any amounts remaining in the Working Capital Escrow Fund. If the Working Capital Shortfall is greater than the amount held in the Working Capital Escrow Fund, then the amount by which the Working Capital Shortfall exceeds the amount in the Working Capital Escrow Fund shall be disbursed to Seller Representative for the benefit of Seller by the Post-Closing Payment Date. For the avoidance of doubt, if no payment is due to Buyer pursuant to this Section 2.03(d), the entire Closing Adjustment Escrow Amount shall be disbursed to Seller Representative for the benefit of Seller. (iv) Any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, or disbursement paid from the Closing Adjustment Indemnification Escrow Amount or the Indemnity Escrow Amount, as the case may be, shall be due Fund by wire transfer of immediately available funds to Parent (x) within five Business Days of acceptance of the Post-Closing Statement or Statement of Objections, as applicable, or (y) if there are Disputed Amounts, then within five Business Days of the resolution described in Section 2.03(c)(v) (the ACTIVE 209289734v.13 “Post-Closing Payment Date”). The amount of any Post-Closing Adjustment shall bear interest from and including the Closing Date to but excluding the date of payment at a rate per annum equal up to the prime rate as published amount in the Wall Street Journal, Eastern Edition on the Closing Date. Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsedIndemnification Escrow Fund).