Common use of Post-Closing Adjustment of Purchase Price Clause in Contracts

Post-Closing Adjustment of Purchase Price. There shall be a post-closing adjustment to the Purchase Price (such adjustment, the “Post Closing Adjustment”) The Post-Closing Adjustment shall be payable by either (x) Buyer and Company or (y) Seller (as applicable) and shall be determined, without duplication, by adding: (a) the sum of unpaid liabilities existing on the Closing Date to trade vendors which the Company will be required to pay on the first periodic payment date applicable to such trade vendor relationship occurring after the Closing Date, with each of such liabilities to be reduced pro rata to account for the period of time within the applicable billing period that the Interests were owned by Buyer; plus (b) the sum of current employee expenses for days worked through the Closing Date to the extent unpaid by Company prior to the Closing Date or Seller (or any of Seller’s Affiliates) after the Closing Date; plus (c) to the extent lease payments are made in arrears, the sum of all lease payments due and payable on the next scheduled payment date under the applicable lease, with each of such payments to be reduced pro rata to account for the period of time within the applicable lease period that the Interests were owned by Buyer; plus (d) the sum of all liabilities to counterparties existing on the Closing Date with respect to moneys provided to Company by customers for transfer to such counterparties to the extent such moneys are actually timely paid to such counterparties; minus (e) the sum of all amounts paid in advance by Seller or any of Seller’s Affiliates to trade vendors, with each of such amounts to be reduced pro rata to account for the portion of time that the Interests were owned by Seller; minus (f) the sum of all credits due from counterparties to which the Company has forwarded payments on behalf of its customers; minus (g) to the extent lease payments are made in advance of the Closing Date for rental periods ending after the Closing Date, the sum of all such amounts paid in advance for the rental periods ending after the Closing Date, with each of such payments to be reduced pro rata to account for the period of time that the Interests were owned by Seller.

Post-Closing Adjustment of Purchase Price. There The Purchase Price shall be a post-closing subject to adjustment to after the Purchase Price (such adjustment, the “Post Closing Adjustment”) The Post-Closing Adjustment shall be payable by either (x) Buyer and Company or (y) Seller (as applicable) and shall be determined, without duplication, by addingspecified in this Section 2.08: (a) Closing Statement of Adjusted Net Assets. (i) As promptly as practicable, but in any event within ninety (90) calendar days following the sum Closing, the Purchaser shall prepare and deliver to the Seller the Closing Balance Sheet and the Closing Statement of unpaid liabilities existing Adjusted Net Assets. (ii) The parties acknowledge and agree that the Purchase Price is based on the Closing Reference Balance Sheet and the Reference Statement of Adjusted Net Assets and that the purchase price adjustment contemplated by this Section 2.08 is intended to reflect changes solely as a result of operations of the Company and the Acquired Subsidiaries from the Reference Date to trade vendors which the Company will be required to pay on the first periodic payment date applicable to such trade vendor relationship occurring after the Closing Date, with each inclusive of all transactions and all changes in facts and circumstances actually occurring during such liabilities to be reduced pro rata to account for the period of time within the applicable billing period period, and permitted or contemplated by this Agreement; it being understood that the Interests were owned by Buyer; plus (bSeller shall use its reasonable efforts to use all cash and cash equivalents of the Company and the Acquired Subsidiaries to repay Closing Date Indebtedness pursuant to Section 2.05(b), but that all remaining cash and cash equivalents not used to repay a portion of Closing Date Indebtedness pursuant to Section 2.05(b) the sum of current employee expenses for days worked through shall be reflected on the Closing Date Balance Sheet and the Closing Statement of Adjusted Net Assets; and it being further understood that to the extent unpaid by Company prior to the Closing Date or Seller (or that any of Seller’s Affiliates) after the Closing Date; plus (c) to the extent lease payments are made in arrears, the sum of all lease payments due and payable on the next scheduled payment date under the applicable lease, with each of such payments to be reduced pro rata to account for the period of time within the applicable lease period that the Interests were owned by Buyer; plus (d) the sum of all liabilities to counterparties existing on the Closing Date with respect to moneys provided to Company by customers for transfer to such counterparties to the extent such moneys are actually timely paid to such counterparties; minus (e) the sum of all amounts paid in advance by Seller or any of Seller’s Affiliates to trade vendors, with each of such amounts to be reduced pro rata to account for the portion of time that the Interests were owned by Seller; minus (f) the sum of all credits due from counterparties to which the Company has forwarded payments on behalf of its customers; minus (g) to the extent lease payments are made in advance Indebtedness existed as of the Closing Date for rental periods ending after and was not taken into account when determining the Net Closing Indebtedness, such Indebtedness shall be reflected on the Closing Date, the sum of all such amounts paid in advance for the rental periods ending after Balance Sheet and the Closing Statement of Adjusted Net Assets. (iii) Copies of the Reference Balance Sheet and the Reference Statement of Adjusted Net Assets are set forth in Sections 3.08(a)(i) and 3.08(a)(ii), respectively, of the Disclosure Schedule and the Reference Statement of Adjusted Net Assets reflects the Adjusted Net Assets of the Company and the Acquired Subsidiaries as of the Reference Statement Date. The parties acknowledge and agree that for purposes of determining the Purchase Price adjustment pursuant to this Section 2.08, with each of such payments the Closing Balance Sheet and the Closing Statement of Adjusted Net Assets shall be prepared on a basis consistent with and utilizing the same principles, practices and policies of the Company and the Acquired Subsidiaries as those used in preparing the Reference Balance Sheet and the Reference Statement of Adjusted Net Assets, as applicable. (iv) The Seller and its representatives shall be given timely access to be reduced pro rata to account for the period Purchaser’s Accountants, and the books, records, facilities and employees of time that the Interests were owned by SellerCompany and the Acquired Subsidiaries, including all supporting documents and work papers used in the preparation of the Closing Balance Sheet and the Closing Statement of Adjusted Net Assets, as reasonably appropriate in connection with its review of the Closing Balance Sheet and the Closing Statement of Adjusted Net Assets.

Post-Closing Adjustment of Purchase Price. There shall be a post-closing adjustment to the Purchase Price (such adjustment, the “Post Closing Adjustment”) The Post-Closing Adjustment shall be payable by either (x) Buyer and Company or (y) Seller (as applicable) and shall be determined, without duplication, by adding: (a) Within 30 calendar days after the sum Closing, IHI shall prepare or cause to be prepared and delivered to the Buyer an unaudited condensed balance sheet of unpaid liabilities existing the Company as of the close of business on the Closing Date to trade vendors which (the "Closing Balance Sheet"). The Closing Balance Sheet shall be prepared in accordance with generally accepted accounting principles ("GAAP") consistent with those previously applied by the Company will be required to pay in its financial reporting. If the sum of the Company's cash and equivalents plus accounts receivable minus its accounts payable and accrued expenses on the first periodic payment date applicable Closing Balance Sheet ("Closing Value") has decreased by more than 5% (such excess decrease up to such trade vendor relationship occurring after a maximum amount of $500,000, the "Reduction Amount") from the sum of the Company's cash and equivalents plus accounts receivable minus its accounts payable and accrued expenses on the Company's June 30, 2001 unaudited condensed balance sheet ("Interim Value"), then the Purchase Price shall be reduced by the Reduction Amount, and the Reduction Amount shall be applied to reduce the outstanding principal amount of the Note effective as of the Closing DateDate (as defined below). If the Closing Value has increased by more than 5% from the Interim Value (such excess increase up to a maximum amount of $500,000, with each the "Addition Amount"), then the Purchase Price shall be increased by the Addition Amount, and the Addition Amount shall be added to the outstanding principal amount of the Note effective as of the Closing Date and the Buyer shall execute an amended or replacement promissory note to the Note to reflect such liabilities increase. Notwithstanding the foregoing, intercompany payables to IHI and intercompany receivables from IHI shall not be reduced pro rata to account for included in calculating the period of time within Interim Value or the applicable billing period that the Interests were owned by Buyer; plusClosing Value. (b) The Buyer shall give IHI and its representatives reasonable access to the sum books, records and personnel of current employee expenses the Company for days worked through the purpose of preparing the Closing Date Balance Sheet. The Buyer shall have a period of 30 calendar days after the delivery to it of the Closing Balance Sheet, and during such time the Buyer shall have access to all workpapers and other relevant documents, to review the foregoing and to deliver in writing to IHI any objections to the Closing Balance Sheet that the Buyer may have. If Buyer does not deliver in writing any objections to IHI within the 30-day period, the Closing Balance Sheet shall be deemed to be accepted and approved by the Buyer. If Buyer delivers within the 30-day period written objections to IHI, then the Buyer and IHI shall attempt to resolve the matter or matters in dispute. The Buyer shall quantify its objections to the extent unpaid by Company prior reasonably practicable in all written objections delivered to IHI with respect to the Closing Date or Seller (or any of Seller’s Affiliates) after the Closing Date; plus (c) to the extent lease payments are made in arrears, the sum of all lease payments due and payable on the next scheduled payment date under the applicable lease, with each of such payments to be reduced pro rata to account for the period of time within the applicable lease period that the Interests were owned by Buyer; plus (d) the sum of all liabilities to counterparties existing on the Closing Date with respect to moneys provided to Company by customers for transfer to such counterparties to the extent such moneys are actually timely paid to such counterparties; minus (e) the sum of all amounts paid in advance by Seller or any of Seller’s Affiliates to trade vendors, with each of such amounts to be reduced pro rata to account for the portion of time that the Interests were owned by Seller; minus (f) the sum of all credits due from counterparties to which the Company has forwarded payments on behalf of its customers; minus (g) to the extent lease payments are made in advance of the Closing Date for rental periods ending after the Closing Date, the sum of all such amounts paid in advance for the rental periods ending after the Closing Date, with each of such payments to be reduced pro rata to account for the period of time that the Interests were owned by SellerBalance Sheet.

Post-Closing Adjustment of Purchase Price. There shall be a post-closing adjustment to the Purchase Price (such adjustment, the “Post Closing Adjustment”) The Post-Closing Adjustment shall be payable by either (x) Buyer and Company or (y) Seller (as applicable) and shall be determined, without duplication, by adding: (a) the sum of unpaid liabilities existing on the Closing Date to trade vendors which the Company will be required to pay on the first periodic payment date applicable to such trade vendor relationship occurring As soon as reasonably practical after the Closing DateClosing, with each of such liabilities to be reduced pro rata to account for the period of time within the applicable billing period that the Interests were owned by Buyer; plus (b) the sum of current employee expenses for but in no event later than 75 days worked through the Closing Date to the extent unpaid by Company prior to the Closing Date or Seller (or any of Seller’s Affiliates) after the Closing Date; plus (c) to the extent lease payments are made in arrears, the sum of all lease payments due and payable on the next scheduled payment date under the applicable lease, with each of such payments to be reduced pro rata to account for the period of time within the applicable lease period that the Interests were owned by Buyer; plus (d) the sum of all liabilities to counterparties existing on the Closing Date with respect to moneys provided to Company by customers for transfer to such counterparties to the extent such moneys are actually timely paid to such counterparties; minus (e) the sum of all amounts paid in advance by Seller or any of Seller’s Affiliates to trade vendors, with each of such amounts to be reduced pro rata to account for the portion of time that the Interests were owned by Seller; minus (f) the sum of all credits due from counterparties to which the Company has forwarded payments on behalf of its customers; minus (g) to the extent lease payments are made in advance of the Closing Date for rental periods ending after the Closing Date, the sum Purchaser shall prepare and deliver to the Seller a statement prepared in good faith and in accordance with the Accounting Principles, together with reasonably detailed supporting information (the “Initial Closing Statement”), setting forth the Purchaser’s determination of (i) the Closing Indebtedness Amount, (ii) the Closing Cash Amount, (iii) the Closing Date Working Capital Amount and either the resulting Closing Date Working Capital Excess or Closing Date Working Capital Shortfall, as the case may be, and (iv) the amount of the closing date payment (the “Closing Date Payment Amount”) calculated in accordance with Section 2.05(c) and in a manner consistent with the Reference Statement of Working Capital, using the amounts of the Closing Indebtedness Amount, the Closing Cash Amount and the Closing Date Working Capital Excess or Closing Date Working Capital Shortfall, as applicable, instead of the estimated amounts for each such item. (b) Throughout the period following the Closing Date until the determination of the Final Closing Statement, the Purchaser and the Acquired Companies shall permit the Seller and its Representatives reasonable access (with the right to make copies), during normal business hours upon reasonable advance notice, to the relevant financial books and records of the Purchaser and the Acquired Companies solely for the purposes of the review and objection right contemplated herein, together with reasonable access to the individuals responsible for the preparation of the Initial Closing Statement in order to respond to the inquiries of the Seller and its Representatives related thereto. (c) The Seller shall deliver to the Purchaser by the Objection Deadline Date either a notice indicating that the Seller accepts the Initial Closing Statement (the “Notice of Acceptance”) or a detailed statement describing each of its objections to the Initial Closing Statement (the “Notice of Disagreement”). If the Seller timely delivers a Notice of Disagreement, only those matters specified in such Notice of Disagreement shall be deemed to be in dispute (such matters, the “Disputed Items”) and all such Disputed Items shall be based only on (i) mathematical or clerical errors or (ii) that the calculation of the amounts included in the Initial Closing Statement were not determined in accordance with the Accounting Principles. The Notice of Disagreement shall specify what the Seller reasonably believes is the correct amount for each Disputed Item. Any component of the calculations set forth in the Initial Closing Statement that is not the subject of a timely delivered Notice of Disagreement by the Seller shall be final and binding upon the Seller and the Purchaser, unless the resolution of any Disputed Item affects an undisputed component of the Initial Closing Statement, in which case such undisputed component shall, notwithstanding the failure to object to such component in the Notice of Disagreement, be considered a “Disputed Item” to the extent affected by such resolved Disputed Item. (d) The Disputed Items shall be resolved as follows: (i) The Seller and the Purchaser shall first use their reasonable efforts to resolve such Disputed Items. (ii) Any resolution by the Seller and the Purchaser as to such Disputed Items shall be final and binding upon the Parties. (iii) If the Seller and the Purchaser do not reach a resolution of all Disputed Items within 30 days after delivery of the Notice of Disagreement, the Seller and the Purchaser shall, within 15 days following the expiration of such amounts paid 30-day period, engage the Neutral Accountant to resolve any Disputed Items. If one or more Disputed Items are submitted to the Neutral Accountant for resolution, the Seller and the Purchaser shall enter into a customary engagement letter, and, to the extent necessary, each Party shall waive and cause its Affiliates to waive any then-existing conflicts with the Neutral Accountant and shall cooperate with the Neutral Accountant in advance for the rental periods ending connection with its determination pursuant to this Section 2.08. Within fifteen (15) Business Days after the Closing DateNeutral Accountant has been retained, each of the Seller and the Purchaser shall furnish, at its own expense, to the Neutral Accountant and the other Party a written statement of its positions with respect to each Disputed Item. Within ten (10) Business Days after the expiration of such 15 Business Day period, each of such payments Party may deliver to the Neutral Accountant and to each other its response to the other’s position on each Disputed Item. With each submission, each Party shall furnish to the Neutral Accountant such information and documents as may be requested by the Neutral Accountant and may also furnish to the Neutral Accountant such other information and documents as such Party deems relevant, in each case with copies being given to the other such Party substantially simultaneously. The Neutral Accountant shall, at its discretion or at the written request of the Seller and the Purchaser, conduct a conference concerning the Disputed Items and each of the Seller or the Purchaser shall have the right to present additional documents, materials and other information and to have present its Representatives at such conference. No Party or its Representatives shall be permitted to engage in any ex-parte communications (whether written or oral) with the Neutral Accountant. (iv) The Neutral Accountant shall be instructed to resolve only the Disputed Items and shall be instructed not to investigate any other matter independently. In resolving any Disputed Item, the Neutral Accountant may not assign a greater or lesser value to any Disputed Item than that assigned to such Disputed Item by the Purchaser or the Seller in the Initial Closing Statement or the Notice of Disagreement, as applicable. The Seller and the Purchaser shall request that the Neutral Accountant (A) make a final determination of all the Disputed Items within forty (40) Business Days from the date the Disputed Items were submitted to the Neutral Accountant and (B) provide a reasonably detailed basis for its determination in respect of each Disputed Item. (v) The resolution by the Neutral Accountant of the Disputed Items, absent fraud, intentional misconduct or manifest error, shall be final and binding upon the Parties. The Parties agree that the procedures set forth in this Section 2.08(d) for resolving disputes with respect to the Initial Closing Statement and the Closing Date Working Capital Amount shall be the sole and exclusive method for resolving any such disputes. (vi) The Purchaser and Seller shall each bear one-half of the fees and expenses of the Neutral Accountant. (vii) The Neutral Accountant shall act as an expert, not as an arbitrator, in resolving such Disputed Items. The proceeding before the Neutral Accountant shall be an expert determination under applicable Laws governing expert determination and appraisal proceedings. (e) The Initial Closing Statement, including any modifications resulting from the resolution pursuant to Section 2.08(d) of any Disputed Items set forth in the Notice of Disagreement, shall be deemed to be reduced pro rata to account the Final Closing Statement and be final and binding upon the Seller and the Purchaser for the period purposes of time this Agreement upon the earliest to occur of (i) the delivery by the Seller of the Notice of Acceptance or the failure of the Seller to deliver the Notice of Disagreement by the Objection Deadline Date; (ii) the resolution of all Disputed Items by the Seller and the Purchaser pursuant to Section 2.08(d)(ii); and (iii) the resolution of all Disputed Items pursuant to Section 2.08(d)(iv) by the Neutral Accountant. Within five (5) Business Days after the Final Closing Statement becomes or is deemed to be final and binding upon the Parties, an adjustment to the Estimated Closing Date Payment Amount and a payment by wire transfer of immediately available funds in respect thereof shall be made as follows: (i) If the Closing Date Payment Amount, as finally determined in accordance with the foregoing provisions of this Section 2.08, exceeds the Estimated Closing Date Payment Amount (such difference, the “Closing Underpayment”), the Purchaser shall pay to the Seller an amount equal to such Closing Underpayment to the Purchase Price Bank Account. (ii) If the Closing Date Payment Amount, as finally determined in accordance with the foregoing provisions of this Section 2.08, is less than the Estimated Closing Date Payment Amount (such difference, the “Closing Overpayment”), the Seller shall pay to the Purchaser an amount equal to such Closing Overpayment to a bank account designated in writing by the Purchaser (such designation to be made within two (2) Business Days after the Final Closing Statement becomes or is deemed final). (iii) For the avoidance of doubt, if the Closing Date Payment Amount, as finally determined in accordance with the foregoing provisions of this Section 2.08, is equal to the Estimated Closing Date Payment Amount, no payment shall be made. (f) Any payments required to be made by the Seller or the Purchaser pursuant to Section 2.08(e) shall bear interest from the Closing Date through the date of payment at a rate per annum equal to the three (3)-month LIBOR (as published by the British Bankers Association, or, if not published therein, in another authoritative source selected by the Seller and the Purchaser) on the date such payment was required to be made (or if no quotation for three (3)-month LIBOR is available for such date, on the next preceding date for which such quotation is available) plus 150 basis points (the “Interest Rate”). (g) Absent fraud, no Indemnified Party shall be entitled to be indemnified for any Loss that is reflected in the Interests were owned by SellerFinal Closing Statement. No amount with respect to a matter shall be included more than once in the calculation of the Closing Date Working Capital Amount.

Post-Closing Adjustment of Purchase Price. There shall be a post-closing adjustment to (i) Within 60 days following the Purchase Price (such adjustmentClosing, the “Post Closing Adjustment”) The Post-Closing Adjustment shall be payable by either (x) Buyer and Company or (y) Seller (as applicable) and shall be determinedshall, without duplicationat its expense, by adding: (a) the sum of unpaid liabilities existing on the Closing Date to trade vendors which the Company will be required to pay on the first periodic payment date applicable to such trade vendor relationship occurring after the Closing Date, with each of such liabilities cause to be reduced pro rata prepared and delivered to account for the period Purchaser a statement of time within the applicable billing period that the Interests were owned by Buyer; plus (b) the sum of current employee expenses for days worked through the Closing Date to the extent unpaid by Company prior to the Closing Date or Seller (or any of Seller’s Affiliates) after the Closing Date; plus (c) to the extent lease payments are made in arrears, the sum of all lease payments due Acquired Assets and payable on the next scheduled payment date under the applicable lease, with each of such payments to be reduced pro rata to account for the period of time within the applicable lease period that the Interests were owned by Buyer; plus (d) the sum of all liabilities to counterparties existing on the Closing Date with respect to moneys provided to Company by customers for transfer to such counterparties to the extent such moneys are actually timely paid to such counterparties; minus (e) the sum of all amounts paid in advance by Seller or any of Seller’s Affiliates to trade vendors, with each of such amounts to be reduced pro rata to account for the portion of time that the Interests were owned by Seller; minus (f) the sum of all credits due from counterparties to which the Company has forwarded payments on behalf of its customers; minus (g) to the extent lease payments are made in advance Assumed Liabilities as of the Closing Date for rental periods ending (the "Closing Balance Sheet"), which shall have been audited by Ernst & Young LLP and from which a statement shall be derived (the "Closing Statement") which shall set forth the Actual Closing Indebtedness and the Net Working Capital of the Business as of the Closing Date and, except as set forth in Section 1.3(c)(i) of the Disclosure Schedule, shall be prepared (A) in accordance with GAAP, (B) in a manner consistent with the preparation of the Unaudited Balance Sheet and (C) in the form of Exhibit I hereto. Notwithstanding the foregoing, the Closing Statement shall be prepared on the basis of the status of the Business as of the date the Closing Statement is delivered to Purchaser. (ii) Purchaser and Purchaser's accountants shall, within 30 days after the Closing Date, the sum delivery by Seller of all such amounts paid in advance for the rental periods ending after the Closing DateStatement, complete their review of the Actual Closing Indebtedness and the Net Working Capital as derived from the Closing Statement. In the event that Purchaser determines that Actual Closing Indebtedness or Net Working Capital as derived from the Closing Statement has not been determined in accordance with each paragraph (i) above, Purchaser shall inform Seller in writing (the "Purchaser's Objection"), setting forth a specific description of the basis of Purchaser's Objection and the adjustments to Actual Closing Indebtedness or Net Working Capital, as applicable, which Purchaser believes should be made, on or before the last day of such payments 30-day period. Seller shall then have 30 days to review and respond to Purchaser's Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within 20 days following the completion of Seller's review of Purchaser's Objection, they shall refer their remaining differences to an internationally recognized firm of independent public accountants as to which Seller and Purchaser mutually agree (the "CPA Firm"), who shall, acting as experts and not as arbitrators, determine on the basis of the standards set forth in paragraph (i) above, and only with respect to the remaining accounting-related differences so submitted, whether and to what extent, if any, Actual Closing Indebtedness or Net Working Capital, as applicable, as derived from the Closing Statement requires adjustment. Seller and Purchaser shall direct the CPA Firm to use its best efforts to render its determination within 45 days. The CPA Firm's determination shall be reduced pro rata conclusive and binding upon the parties hereto. The fees and disbursements of the CPA Firm shall be the responsibility of Purchaser if Actual Closing Indebtedness or Net Working Capital, as applicable, as reflected on the Adjusted Closing Statement (as hereinafter defined) is within $50,000 of Actual Closing Indebtedness or Net Working Capital, as applicable, as reflected on the Closing Statement; otherwise, such fees and disbursements shall be the responsibility of Seller and Acorn. Purchaser, Seller and Acorn shall make readily available to account for the period CPA Firm all relevant nonproprietary books and records and any work papers (including those of time that the Interests were owned parties' respective accountants) relating to the Closing Statement and all other items reasonably requested by Seller.the

Post-Closing Adjustment of Purchase Price. There shall be a post-closing adjustment to the Purchase Price (such adjustment, the “Post Closing Adjustment”) The Post-Closing Adjustment shall be payable by either (x) Buyer and Company or (y) Seller (as applicable) and shall be determined, without duplication, by adding: (a) the sum of unpaid liabilities existing on the Closing Date to trade vendors which the Company will be required to pay on the first periodic payment date applicable to such trade vendor relationship occurring after As soon as practicable, but in no event later than 90 days following the Closing Date, with each of such liabilities Buyer shall cause to be reduced pro rata prepared and delivered to account for Seller a Net Worth Statement of the period Company, as of time within the applicable billing period that Closing Date, (the Interests were owned by Buyer“Closing Net Worth Statement”), with a certificate setting forth: (i) a calculation of the amount of the Net Worth of the Company, as of the Closing Date (the “Closing Net Worth Amount”); plusand (ii) the amount of any proposed adjustment to the Closing Purchase Price required pursuant to Section 2.7(f), if any. The parties hereto agree and acknowledge the only component of the Closing Purchase Price subject to adjustment pursuant to this Section 2.7 is the Estimated Closing Net Worth Amount, and none of the Fixed Amount, the IT Purchase Price and the Deferred Tax Asset Value is subject to any post-Closing adjustment (except to the extent there may be a reduction of the IT Purchase Price pursuant to Section 5.12 and a reimbursement of the costs of medical and dental plans pursuant to Section 6.2). (b) During the sum preparation of current employee expenses for days worked through the Closing Date Net Worth Statement and the period of any review or dispute provided for in this Section 2.7, Seller shall cooperate with Buyer and its Representatives, including by providing reasonable access to (i) all relevant information in the extent unpaid by Company prior to possession of Seller and its Affiliates and (ii) personnel of Seller and its Affiliates, in each case reasonably necessary or useful in the preparation of the Closing Date or Seller (or any of Seller’s Affiliates) after the Closing Date; plusNet Worth Statement. (c) Seller shall have thirty (30) days from the date on which the Closing Net Worth Statement is delivered by Buyer to review the Closing Net Worth Statement and the certificate delivered therewith (the “Review Period”). If Seller objects to any item or amount shown or reflected in the Closing Net Worth Statement or the certificate delivered therewith, Seller shall deliver written notice of their objection to Buyer on or prior to the last day of the Review Period (a “Dispute Notice”), provided, however, Seller shall have the right to dispute the determination of any such item or amount only on the basis, and to the extent lease payments are made that Seller claims, that (i) such item or amount was not determined in arrearsaccordance with GAAP, consistently applied or (ii) a manifest arithmetic error was committed in the calculation of any of the line items or numerical data underlying the line items on the Closing Net Worth Statement or the certificate delivered therewith. If Buyer does not receive a Dispute Notice on or prior to the last day of the Review Period, the sum Closing Net Worth Statement and the certificate delivered therewith shall be deemed accepted by Seller and the calculation of all lease payments due the Closing Net Worth Amount set forth therein shall be final, binding and payable on conclusive for purposes of determining the next scheduled payment date under the applicable lease, with each of such payments to be reduced pro rata to account for the period of time within the applicable lease period that the Interests were owned by Buyer; plusPurchase Price. (d) For thirty (30) days (or such longer period as the sum parties may agree in writing) following receipt by Buyer of all liabilities a Dispute Notice (the “Resolution Period”), senior executives of the Parties, shall attempt to counterparties existing on resolve their differences arising from such objections, and any resolution by them shall be final, binding and conclusive for purposes of determining the Closing Date with respect to moneys provided to Company by customers for transfer to such counterparties to the extent such moneys are actually timely paid to such counterparties; minusPurchase Price. (e) The parties shall use their reasonable best efforts to submit, within ten (10) days following the sum end of the Resolution Period, any objections regarding the Closing Net Worth Statement remaining in dispute at the end of the Resolution Period (“Unresolved Disputes”) to Ernst & Young LLP (the “Neutral Auditor”) or if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon in writing by Seller and Buyer. Each party agrees to execute, if requested by the Neutral Auditor, a reasonable engagement letter in customary form. Buyer and Seller shall cooperate with the Neutral Auditor and promptly provide all documents and information requested by the Neutral Auditor. The Neutral Auditor shall be requested to promptly, and in any event within thirty (30) days after the submission of any Unresolved Disputes thereto, render its decision in writing (the “Adjustment Report”) and finalize the Closing Net Worth Statement and determine the appropriate Closing Net Worth Amount. The Adjustment Report shall be final and binding upon the parties hereto, shall be deemed a final arbitration award that is binding on each of the parties hereto, and no party shall seek further recourse to courts or other tribunals, other than to enforce the Adjustment Report. Judgment may be entered to enforce the Adjustment Report in any court of competent jurisdiction. Buyer and Seller shall each be responsible for paying 50% of all amounts paid in advance by Seller or any fees and expenses relating to the work of Seller’s Affiliates to trade vendors, with each of such amounts to be reduced pro rata to account for the portion of time that the Interests were owned by Seller; minusNeutral Auditor. (f) The Closing Net Worth Statement and the sum of all credits due from counterparties applicable Closing Net Worth Amount regarding which (i) there has been no Dispute Notice delivered by Seller, (ii) there is no Unresolved Dispute outstanding between the Buyer and Seller, or (iii) the Neutral Advisor has rendered its decision shall be referred to which herein as the Company has forwarded payments on behalf of its customers; minus“Final Closing Net Worth Statement” and the “Final Closing Net Worth Amount”, respectively. (g) Effective upon the end of the Review Period (if a timely Dispute Notice is not delivered), or upon the resolution of all matters set forth in the Dispute Notice either by mutual agreement of the parties or by the issuance of the Adjustment Report (if a timely Dispute Notice is delivered), the Closing Purchase Price shall be subject to adjustment as follows: (i) if the Final Closing Net Worth Amount is less than the Estimated Closing Net Worth Amount, the Closing Purchase Price shall be reduced by an amount equal to the extent lease payments are made Estimated Closing Net Worth Amount minus the Final Closing Net Worth Amount; and (ii) if the Final Closing Net Worth Amount is greater than the Estimated Closing Net Worth Amount, the Closing Purchase Price shall be increased by an amount equal to the Final Closing Net Worth Amount minus the Estimated Closing Net Worth Amount. (h) The net amount of all applicable adjustments to the Closing Purchase Price pursuant to Section 2.7(f) plus accrued interest on such amount at the three month London Interbank Offering Rate (LIBOR) as published in advance The Wall Street Journal, Eastern Edition, in effect on the day such payment is due shall be paid by the applicable party by wire transfer of immediately available funds to an account or accounts designated in writing by the recipient: (i) on the third Business Day following the end of the Closing Date for rental periods ending Review Period (if a timely Dispute Notice is not delivered) or (ii) on the third Business Day after resolution of all matters set forth in the Dispute Notice by mutual agreement of the parties or on the third Business Day after the Closing Date, date on which the sum of all such amounts paid in advance for Adjustment Report has been received by the rental periods ending after the Closing Date, with each of such payments to be reduced pro rata to account for the period of time that the Interests were owned by SellerParties as applicable (if a timely Dispute Notice is delivered).

Post-Closing Adjustment of Purchase Price. There The Purchase Price shall be a post-closing subject to adjustment to after the Purchase Price (such adjustment, the “Post Closing Adjustment”) The Post-Closing Adjustment shall be payable by either (x) Buyer and Company or (y) Seller (as applicable) and shall be determined, without duplication, by addingspecified in this Section 2.08: (a) As soon as reasonably practical after the sum of unpaid liabilities existing on the Closing Date to trade vendors which the Company will be required to pay on the first periodic payment date applicable to such trade vendor relationship occurring Closing, but in no event later than 90 days after the Closing Date, with each Purchaser shall prepare and deliver to Seller the Closing Statement, which shall, in the case of such liabilities to Closing Working Capital, be reduced pro rata to prepared (i) using and applying the Accounting Principles and (ii) taking into account for the period definitional adjustments set forth in the Reference Statement of time within the applicable billing period Working Capital. The parties agree that the Interests were owned determination of the Estimated Closing Working Capital and Final Closing Working Capital will be without any change in or introduction of any new reserves, other than changes in or the addition of reserves attributable to changes in facts and circumstances occurring after the Measurement Date, and without duplication to any items counted in such determination. To the extent reasonably required by Buyer; plusPurchaser in connection therewith, Seller shall provide Purchaser with reasonable access during normal business hours to its books, records and employees in connection with Purchaser’s preparation of the Closing Statement (subject to Seller taking actions to ensure compliance by Seller and its Subsidiaries and their respective directors, officers and employees with any COVID-19 Measures). (b) the sum Within 45 days after receipt of current employee expenses for days worked through the Closing Date Statement, Seller may, by written notice to the extent unpaid by Company prior Purchaser, object to the Closing Date or Statement. If Seller objects to the Closing Statement, it shall within such 45-day period deliver written notice of its objection (or any of the “Objection Notice”) to Purchaser, which Objection Notice shall: (i) set forth the items being disputed and the reasons therefor and (ii) specify Seller’s Affiliates) after calculation of Closing Working Capital. If Seller does not deliver an Objection Notice within such 45-day period, Purchaser’s calculation of Closing Working Capital set forth in the Closing Date; plusStatement shall be deemed the Final Closing Working Capital. To the extent reasonably required by Seller, Purchaser shall provide Seller with reasonable access to its books, records and employees in connection with Seller’s review of the Closing Statement. (c) If Purchaser does not dispute any items in the Objection Notice within 30 days after delivery of the Objection Notice, Seller’s calculation of Closing Working Capital set forth in the Objection Notice shall be deemed the Final Closing Working Capital. For 30 days after delivery of the Objection Notice, Purchaser and Seller shall seek in good faith to resolve all disputes between them regarding the Closing Statement. If Purchaser and Seller cannot resolve all such disputes within such period, the matters in dispute shall be determined by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or, if such firm is unavailable to act in such capacity, by another nationally recognized independent public accounting firm reasonably satisfactory to both Purchaser and Seller (the “Arbiter”). Promptly, but not later than 30 Business Days after the Arbiter’s formal engagement (based solely on the submissions by Seller and Purchaser to the extent lease payments are made Arbiter and not by independent review, and in arrearsa manner consistent with the preparation of the Reference Statement of Working Capital, including the Accounting Principles) only those items in dispute and shall render a report as to its resolution of such items and the resulting calculation of Closing Working Capital pursuant to the terms of this Agreement. For purposes of the Arbiter’s calculation of Closing Working Capital and Closing Indebtedness, the sum amounts to be included shall be the appropriate amounts from the Closing Statement as to items that are not in dispute, and the amounts determined by the Arbiter, as to items that are submitted for resolution by the Arbiter. In resolving any disputed item, the Arbiter may not assign a value to such item greater than the greatest value for such item claimed by either party or less than the lowest value for such item claimed by either party. Purchaser and Seller shall cooperate with the Arbiter in making its determination and, absent manifest error or fraud, such determination shall be conclusive and binding upon Purchaser and Seller, and the Arbiter’s calculation of all lease payments due (i) Closing Working Capital shall be deemed the Final Closing Working Capital, and payable (ii) Closing Indebtedness shall be deemed the Final Closing Indebtedness. The Arbiter shall allocate its costs and expenses between Purchaser and Seller based upon the percentage of the aggregate contested dollar amount submitted to the Arbiter that is ultimately awarded to Purchaser on the next scheduled payment date under one hand, or Seller, on the applicable leaseother hand, with each such that Purchaser bears a percentage of such payments costs and expenses equal to be reduced pro rata the percentage of the contested dollar amount awarded to account for Seller and Seller bears a percentage of such costs and expenses equal to the period percentage of time within the applicable lease period that the Interests were owned by Buyer; pluscontested dollar amount awarded to ▇▇▇▇▇▇▇▇▇. (d▇) Within three Business Days of the sum determination of all liabilities to counterparties existing on Final Closing Working Capital: (i) In the event the Final Purchase Price is less than the Closing Date with respect Payment, then Seller shall pay to moneys provided to Company by customers for transfer to Purchaser the amount of such counterparties to the extent such moneys are actually timely paid to such counterparties; minusshortfall. (eii) In the sum of all amounts paid in advance by Seller or any of Seller’s Affiliates to trade vendors, with each of such amounts to be reduced pro rata to account for event the portion of time that the Interests were owned by Seller; minus (f) the sum of all credits due from counterparties to which the Company has forwarded payments on behalf of its customers; minus (g) to the extent lease payments are made in advance of Final Purchase Price is greater than the Closing Date for rental periods ending after Payment, then Purchaser shall pay to Seller the Closing Date, the sum of all such amounts paid in advance for the rental periods ending after the Closing Date, with each amount of such payments to be reduced pro rata to account for the period of time that the Interests were owned by Sellerexcess.