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

Payment of Post-Closing Adjustment. Within 10 Business Days following the final determination of all of the Calculations, the following payments shall be made: (a) The calculation made pursuant to Section 1.6(a) shall be redone by substituting Final Closing Revenue Run-Rate for Closing Revenue Run-Rate (the “Substitute Calculation”). (i) If there was a reduction to the Closing Payment Amount pursuant to Section 1.6(a) at the Closing and the Substitute Calculation results in a reduction to the Closing Payment Amount that is greater than the reduction at the Closing calculated pursuant to Section 1.6(a), then the Sellers shall pay to the Buyers an amount equal to the difference between (i) the reduction to the Closing Payment Amount pursuant to Section 1.6(a) calculated using the Substitute Calculation and (ii) the reduction to the Closing Payment Amount pursuant to Section 1.6(a) calculated at the Closing using the Closing Revenue Run-Rate. (ii) If there was a reduction to the Closing Payment Amount pursuant to Section 1.6(a) at the Closing and the Substitute Calculation results in a reduction to the Closing Payment Amount that is less than the reduction calculated at the Closing pursuant to Section 1.6(a) but still results in a reduction to the Closing Payment Amount, then the Buyers shall pay to the Sellers an amount equal to the difference between (1) the reduction to the Closing Payment Amount pursuant to Section 1.6(a) calculated at the Closing using the Closing Revenue Run-Rate and (2) the reduction to the Closing Payment Amount pursuant to Section 1.6(a) calculated using the Substitute Calculation. (iii) If there was a reduction to the Closing Payment Amount pursuant to Section 1.6(a) at the Closing and the Substitute Calculation results in there being no reduction to the Closing Payment Amount pursuant to Section 1.6(a), then the Buyers shall pay to the Sellers an amount equal to the reduction to the Closing Payment Amount calculated at the Closing pursuant to Section 1.6(a). (iv) If there was no reduction to the Closing Payment Amount pursuant to Section 1.6(a) at the Closing and the Substitute Calculation results in there being a reduction to the Closing Payment Amount pursuant to Section 1.6(a), then the Sellers shall pay to the Buyers an amount equal to the reduction to the Closing Payment Amount pursuant to Section 1.6(a) calculated using the Substitute Calculation. (b) The calculation made pursuant to Section 1.6(b) shall be redone by substituting Final Working Capital for the Sellers’ estimate of Closing Net Working Capital. (i) If, as a result of such recalculation, the reduction to the Closing Payment Amount should have been greater than the reduction made pursuant to Section 1.6(b), then the Sellers shall pay to the Buyers an amount equal to the amount by which Final Working Capital is less than the estimate of Closing Net Working Capital included in the Estimated Working Capital Statement. (ii) If, as a result of such recalculation, an increase to the Closing Payment Amount made pursuant to Section 1.6(b) should have been a reduction to the Closing Payment Amount, then the Sellers shall pay to the Buyers the sum of (i) the amount of the increase in the Closing Payment Amount made pursuant to Section 1.6(b), and (ii) an amount equal to the amount by which Closing Net Working Capital Target exceeds Final Working Capital. (iii) If, as a result of such recalculation, the increase to the Closing Payment Amount should have been greater than the increase made pursuant to Section 1.6(b), then the Buyers shall pay to the Sellers an amount equal to the amount by which Final Working Capital exceeds the estimate of Closing Net Working Capital included in the Estimated Working Capital Statement. (iv) If, as a result of such recalculation, a reduction in the Closing Payment Amount made pursuant to Section 1.6(b) should have been an increase in the Closing Payment Amount, then the Buyers shall pay to the Sellers an amount equal to the sum of (i) the reduction in the Closing Payment Amount made pursuant to Section 1.6(b), plus (ii) an amount equal to the amount by which Final Working Capital exceeds Closing Net Working Capital Target. (c) Any payments pursuant to this Section 1.8 shall be made by Wire Transfer and any payments resulting from the calculations in Section 1.8(a) and Section 1.8(b) may be netted such that only a single Wire Transfer is needed.

Payment of Post-Closing Adjustment. The Purchase Price shall be adjusted on a dollar-for-dollar basis (the “Post-Closing Adjustment”) to the extent that the net working capital balance as of the Closing Date as shown on the Closing Date Balance Sheet is greater or less than the net working capital balance as of the Closing Date as shown on the Preliminary Closing Date Working Capital Statement in the following manner: Within 10 five Business Days following the final determination of all acceptance by the Buyer of the CalculationsClosing Date Balance Sheet, the following payments shall be made: (a) The calculation made acceptance by the Sellers of the Buyer’s proposed adjustments thereto or resolution of any Post-Closing Adjustment disputes pursuant to Section 1.6(a2.5(c) shall be redone by substituting Final Closing Revenue Run-Rate for Closing Revenue Run-Rate (the “Substitute Calculation”).above: (i) If there was a reduction to if the net working capital balance as of the Closing Payment Amount pursuant Date as shown on the Closing Date Balance Sheet is at least $100,000 greater than the net working capital balance as of the Closing Date as shown on the Preliminary Closing Date Working Capital Statement, the Buyer shall pay the Sellers, by wire transfer of immediately available funds to Section 1.6(a) such accounts at such banks as the Sellers shall direct, as an increase in the Purchase Price paid at the Closing and the Substitute Calculation results in a reduction to the Closing Payment Amount that is greater than the reduction at the Closing calculated pursuant to Section 1.6(a), then the Sellers shall pay to the Buyers an amount equal to the difference between (i) the reduction to the Closing Payment Amount pursuant to Section 1.6(a) calculated using the Substitute Calculation and (ii) the reduction to the Closing Payment Amount pursuant to Section 1.6(a) calculated at the Closing using the Closing Revenue Run-Rate.such excess; or (ii) If there was a reduction to if the net working capital balance as of the Closing Payment Amount pursuant to Section 1.6(a) at Date as shown on the Closing and the Substitute Calculation results in a reduction to the Closing Payment Amount that Date Balance Sheet is at least $100,000 less than the net working capital balance as of the Closing Date as shown on the Preliminary Closing Date Working Capital Statement, the Buyer shall be entitled to make a claim against the Working Capital Escrow for an amount (which amount shall constitute a reduction calculated in the Purchase Price paid at the Closing pursuant to Section 1.6(aClosing) but still results in a reduction to the Closing Payment Amount, then the Buyers shall pay to the Sellers an amount equal to the difference between (1) the reduction to the Closing Payment Amount pursuant to Section 1.6(a) calculated at the Closing using the Closing Revenue Run-Rate and (2) the reduction to the Closing Payment Amount pursuant to Section 1.6(a) calculated using the Substitute Calculation.amount of such deficiency; or (iii) If there was a reduction to if the difference, if any, between the net working capital balance as of the Closing Payment Amount pursuant to Section 1.6(a) at Date as shown on the Closing Date Balance Sheet and the Substitute Calculation results in there being no reduction to net working capital balance as of the Closing Payment Amount pursuant to Section 1.6(a), then Date as shown on the Buyers shall pay to the Sellers an amount equal to the reduction to the Preliminary Closing Payment Amount calculated at the Closing pursuant to Section 1.6(a). (iv) If there was no reduction to the Closing Payment Amount pursuant to Section 1.6(a) at the Closing and the Substitute Calculation results in there being a reduction to the Closing Payment Amount pursuant to Section 1.6(a), then the Sellers shall pay to the Buyers an amount equal to the reduction to the Closing Payment Amount pursuant to Section 1.6(a) calculated using the Substitute Calculation. (b) The calculation made pursuant to Section 1.6(b) shall be redone by substituting Final Date Working Capital for the Sellers’ estimate of Closing Net Working Capital. (i) If, as a result of such recalculation, the reduction to the Closing Payment Amount should have been greater than the reduction made pursuant to Section 1.6(b), then the Sellers shall pay to the Buyers an amount equal to the amount by which Final Working Capital Statement is less than the estimate of Closing Net Working Capital included in the Estimated Working Capital Statement. (ii) If, as a result of such recalculation, an increase to the Closing Payment Amount made pursuant to Section 1.6(b) should have been a reduction to the Closing Payment Amount$100,000, then the Sellers shall pay to the Buyers the sum of (i) the amount of the increase in the there is no Post-Closing Payment Amount made pursuant to Section 1.6(b), and (ii) an amount equal to the amount by which Closing Net Working Capital Target exceeds Final Working CapitalAdjustment. (iii) If, as a result of such recalculation, the increase to the Closing Payment Amount should have been greater than the increase made pursuant to Section 1.6(b), then the Buyers shall pay to the Sellers an amount equal to the amount by which Final Working Capital exceeds the estimate of Closing Net Working Capital included in the Estimated Working Capital Statement. (iv) If, as a result of such recalculation, a reduction in the Closing Payment Amount made pursuant to Section 1.6(b) should have been an increase in the Closing Payment Amount, then the Buyers shall pay to the Sellers an amount equal to the sum of (i) the reduction in the Closing Payment Amount made pursuant to Section 1.6(b), plus (ii) an amount equal to the amount by which Final Working Capital exceeds Closing Net Working Capital Target. (c) Any payments pursuant to this Section 1.8 shall be made by Wire Transfer and any payments resulting from the calculations in Section 1.8(a) and Section 1.8(b) may be netted such that only a single Wire Transfer is needed.

Payment of Post-Closing Adjustment. The Purchase Price shall be adjusted on a dollar-for-dollar basis (the “Post-Closing Adjustment”) to the extent that the net working capital balance as of the Closing Date as shown on the Closing Date Balance Sheet is greater or less than the net working 10 Consolidated Vision Group, Inc Strictly Confidential capital balance as of the Closing Date as shown on the Preliminary Closing Date Working Capital Statement in the following manner: Within 10 five Business Days following the final determination of all acceptance by the Buyer of the CalculationsClosing Date Balance Sheet, the following payments shall be made: (a) The calculation made acceptance by the Sellers of the Buyer’s proposed adjustments thereto or resolution of any Post-Closing Adjustment disputes pursuant to Section 1.6(a2.5(c) shall be redone by substituting Final Closing Revenue Run-Rate for Closing Revenue Run-Rate (the “Substitute Calculation”).above: (i) If there was a reduction to if the net working capital balance as of the Closing Payment Amount pursuant Date as shown on the Closing Date Balance Sheet is at least $100,000 greater than the net working capital balance as of the Closing Date as shown on the Preliminary Closing Date Working Capital Statement, the Buyer shall pay the Sellers, by wire transfer of immediately available funds to Section 1.6(a) such accounts at such banks as the Sellers shall direct, as an increase in the Purchase Price paid at the Closing and the Substitute Calculation results in a reduction to the Closing Payment Amount that is greater than the reduction at the Closing calculated pursuant to Section 1.6(a), then the Sellers shall pay to the Buyers an amount equal to the difference between (i) the reduction to the Closing Payment Amount pursuant to Section 1.6(a) calculated using the Substitute Calculation and (ii) the reduction to the Closing Payment Amount pursuant to Section 1.6(a) calculated at the Closing using the Closing Revenue Run-Rate.such excess; or (ii) If there was a reduction to if the net working capital balance as of the Closing Payment Amount pursuant to Section 1.6(a) at Date as shown on the Closing and the Substitute Calculation results in a reduction to the Closing Payment Amount that Date Balance Sheet is at least $100,000 less than the net working capital balance as of the Closing Date as shown on the Preliminary Closing Date Working Capital Statement, the Buyer shall be entitled to make a claim against the Working Capital Escrow for an amount (which amount shall constitute a reduction calculated in the Purchase Price paid at the Closing pursuant to Section 1.6(aClosing) but still results in a reduction to the Closing Payment Amount, then the Buyers shall pay to the Sellers an amount equal to the difference between (1) the reduction to the Closing Payment Amount pursuant to Section 1.6(a) calculated at the Closing using the Closing Revenue Run-Rate and (2) the reduction to the Closing Payment Amount pursuant to Section 1.6(a) calculated using the Substitute Calculation.amount of such deficiency; or (iii) If there was a reduction to if the difference, if any, between the net working capital balance as of the Closing Payment Amount pursuant to Section 1.6(a) at Date as shown on the Closing Date Balance Sheet and the Substitute Calculation results in there being no reduction to net working capital balance as of the Closing Payment Amount pursuant to Section 1.6(a), then Date as shown on the Buyers shall pay to the Sellers an amount equal to the reduction to the Preliminary Closing Payment Amount calculated at the Closing pursuant to Section 1.6(a). (iv) If there was no reduction to the Closing Payment Amount pursuant to Section 1.6(a) at the Closing and the Substitute Calculation results in there being a reduction to the Closing Payment Amount pursuant to Section 1.6(a), then the Sellers shall pay to the Buyers an amount equal to the reduction to the Closing Payment Amount pursuant to Section 1.6(a) calculated using the Substitute Calculation. (b) The calculation made pursuant to Section 1.6(b) shall be redone by substituting Final Date Working Capital for the Sellers’ estimate of Closing Net Working Capital. (i) If, as a result of such recalculation, the reduction to the Closing Payment Amount should have been greater than the reduction made pursuant to Section 1.6(b), then the Sellers shall pay to the Buyers an amount equal to the amount by which Final Working Capital Statement is less than the estimate of Closing Net Working Capital included in the Estimated Working Capital Statement. (ii) If, as a result of such recalculation, an increase to the Closing Payment Amount made pursuant to Section 1.6(b) should have been a reduction to the Closing Payment Amount$100,000, then the Sellers shall pay to the Buyers the sum of (i) the amount of the increase in the there is no Post-Closing Payment Amount made pursuant to Section 1.6(b), and (ii) an amount equal to the amount by which Closing Net Working Capital Target exceeds Final Working CapitalAdjustment. (iii) If, as a result of such recalculation, the increase to the Closing Payment Amount should have been greater than the increase made pursuant to Section 1.6(b), then the Buyers shall pay to the Sellers an amount equal to the amount by which Final Working Capital exceeds the estimate of Closing Net Working Capital included in the Estimated Working Capital Statement. (iv) If, as a result of such recalculation, a reduction in the Closing Payment Amount made pursuant to Section 1.6(b) should have been an increase in the Closing Payment Amount, then the Buyers shall pay to the Sellers an amount equal to the sum of (i) the reduction in the Closing Payment Amount made pursuant to Section 1.6(b), plus (ii) an amount equal to the amount by which Final Working Capital exceeds Closing Net Working Capital Target. (c) Any payments pursuant to this Section 1.8 shall be made by Wire Transfer and any payments resulting from the calculations in Section 1.8(a) and Section 1.8(b) may be netted such that only a single Wire Transfer is needed.