Common use of Post-Closing Adjustment Clause in Contracts

Post-Closing Adjustment. (i) Subject to the dispute resolution provisions of Section 2.06(e) below, the "Post-Closing Adjustment" shall be an amount equal to the Closing Inventory Value minus the Estimated Inventory Value. If the Post-Closing Adjustment is a positive number, Buyer shall pay to Seller an amount equal to the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative number, Seller shall waive part of the Post-Closing Forecast Inventory Payment due from Buyer by an amount equal to the Post-Closing Adjustment, and, in the event the Post-Closing Adjustment exceeds the amount waived by Seller in relation to the Post-Closing Forecast Inventory Payment, pay to Buyer and amount equal to the difference between the amount waived in relation to the Post-Closing Forecast Inventory Payment and the amount of the Post-Closing Adjustment. (ii) Except as otherwise provided herein, any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, shall (A) be due within five (5) Business Days of Seller’s acceptance of the Closing Inventory Value Statement or, if there are Disputed Amounts (defined below), then within five (5) Business Days of the resolution described in Section 2.06(e)(ii) or Section 2.06(e)(v) below; and (B) be paid by wire transfer of immediately available funds to such account as is directed by Seller or Buyer, as the case may be. The amount of any Post-Closing Adjustment shall bear interest from and including the Closing Date to and including the date of payment at a rate per annum equal to the prime rate published in the Wall Street Journal, plus 5%. Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsed.

Post-Closing Adjustment. (i) Subject Not later than ninety (90) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the “Closing Working Capital Statement”), which statement shall be prepared in accordance with Canadian GAAP applied on a basis consistent with the calculation of the Estimated Closing Working Capital and contain: (A) an unaudited balance sheet of Seller (without giving effect to the dispute resolution provisions transactions contemplated hereby) as of Section 2.06(ethe close of business on the day immediately prior to the Closing Date; and (B) below, a calculation of the "Closing Working Capital as of the close of business on the day immediately prior to the Closing Date. (ii) The Post-Closing Adjustment" , if any, shall be an amount equal to the Closing Inventory Value minus the Estimated Inventory Value. as follows: (A) If the Post-Closing Adjustment is a positive numberPositive Adjustment Amount: (1) but the Positive Adjustment Amount is less than the Excess Amount, Seller shall pay to Buyer the amount by which the Excess Amount exceeds the Positive Adjustment Amount; or (2) Section 2.06(b)(i)(A)(1) does not apply, then Buyer shall pay to Seller an amount equal to the Post-Closing Adjustment. Positive Adjustment Amount, minus the Excess Amount, if any, or plus the Shortfall Amount, if any (as applicable). (B) If the Post-Closing Adjustment is a negative numberNegative Adjustment Amount: (1) but the Shortfall Amount is greater than the Negative Adjustment Amount, then Buyer shall pay to Seller shall waive part of the Post-Closing Forecast Inventory Payment due from Buyer by an amount equal to the Post-Closing Adjustment, and, in amount by which the event the Post-Closing Adjustment Shortfall Amount exceeds the amount waived by Negative Adjustment Amount; or (2) Section 2.06(b)(ii)(B)(1) does not apply, then Seller in relation to the Post-Closing Forecast Inventory Payment, shall pay to Buyer and an amount equal to the difference between Negative Adjustment Amount, minus the amount waived in relation to Shortfall Amount, if any, or plus the Post-Closing Forecast Inventory Payment and the amount of the Post-Closing AdjustmentExcess Amount, if any (as applicable). (iiC) Except as otherwise provided herein, any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, shall (A) be due within five (5) Business Days of Seller’s acceptance of If the Closing Inventory Value Statement orWorking Capital is an amount which falls on or between the Working Capital Upper Target and the Working Capital Lower Target, if there are Disputed Amounts and: (defined below1) the Cash Consideration paid to Seller was increased by the Excess Amount pursuant to Section 2.06(a)(ii), then within five (5) Business Days of the resolution described in Section 2.06(e)(ii) or Section 2.06(e)(v) below; and (B) be paid by wire transfer of immediately available funds Seller shall pay to Buyer an amount equal to such account as is directed Excess Amount; (2) the Cash Consideration paid to Seller was reduced by the Shortfall Amount pursuant to Section 2.06(a)(ii), then Buyer shall pay to Seller or Buyeran amount equal to such Shortfall Amount; or (3) there was no adjustment to the Cash Consideration paid to Seller pursuant to Section 2.06(a)(ii), as the case may be. The amount of any then no Post-Closing Adjustment shall bear interest from and including the Closing Date to and including the date of payment at a rate per annum equal to the prime rate published in the Wall Street Journal, plus 5%. Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsedrequired.

Post-Closing Adjustment. (a) The Final Purchase Price shall be calculated based upon the final calculation of the Closing Net Assets (as determined pursuant to Section 2.07 below). If the Closing Net Assets, as determined as provided in Section 2.07 below: (i) Subject exceeds the Estimated Net Assets plus or minus the Net Cash Balance, then the Final Purchase Price shall be equal to: (A) the Estimated Purchase Price plus (B) the amount by which the Closing Net Assets exceeds the Estimated Net Assets plus or minus the Net Cash Balance; or (ii) is less than the Estimated Net Assets plus or minus the Net Cash Balance, then the Final Purchase Price shall be equal to: (A) the Estimated Purchase Price minus (B) the amount by which the Closing Net Assets is less than the Estimated Net Assets plus or minus the Net Cash Balance. (b) If the Final Purchase Price as calculated pursuant to the dispute resolution provisions of Section 2.06(e2.06(a) above exceeds the Estimated Purchase Price, the amount by which the Final Purchase Price exceeds the Estimated Purchase Price shall be paid by Buyer to the Seller. If the Final Purchase Price as calculated pursuant to Section 2.06(a) above is less than the Estimated Purchase Price, the amount by which the Estimated Purchase Price exceeds the Final Purchase Price shall be paid by the Seller to the Buyer. (c) All payments required to be made pursuant to Section 2.06(b) above shall be paid to the party entitled to receive the same in cash or immediately available funds promptly, but in no event later than ten (10) business days following the determination of the Closing Net Assets as contemplated in Section 2.07 below, by delivery to such account as the "Post-Closing Adjustment" party entitled to payment shall be specify in writing, of an amount equal to the Closing Inventory Value minus the Estimated Inventory Value. If the Post-Closing Adjustment is a positive number, Buyer shall pay to Seller an amount equal to the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative number, Seller shall waive part sum of the Post-Closing Forecast Inventory Payment due from Buyer by an amount equal to the Post-Closing Adjustment, and, in the event the Post-Closing Adjustment exceeds the amount waived by Seller in relation to the Post-Closing Forecast Inventory Payment, pay to Buyer and amount equal to the difference between the amount waived in relation to the Post-Closing Forecast Inventory Payment and the amount of the Post-Closing Adjustment. (ii) Except as otherwise provided herein, any such payment of the Post-Closing Adjustment, together with interest calculated as set forth belowthereon from, shall (A) be due within five (5) Business Days of Seller’s acceptance of the Closing Inventory Value Statement or, if there are Disputed Amounts (defined below), then within five (5) Business Days of the resolution described in Section 2.06(e)(ii) or Section 2.06(e)(v) below; and (B) be paid by wire transfer of immediately available funds to such account as is directed by Seller or Buyer, as the case may be. The amount of any Post-Closing Adjustment shall bear interest from and including the Closing Date to and including to, but excluding, the date of such payment at a variable rate per annum equal to the prime rate published in announced publicly by Bank of America National Trust and Savings Association from time to time as its "base rate". The date on which such payment shall occur is referred to herein as the Wall Street Journal, plus 5%. Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsed"Supplemental Closing".

Post-Closing Adjustment. The Purchase Price set forth in Section 1.2 shall be subject to adjustment after the Closing Date as follows: (a) Within sixty (60) calendar days after the Closing Date, the Purchaser shall prepare and deliver to the Seller a schedule substantially in the form of Schedule 1C hereto (the “Post-Closing Statement”) setting forth the final calculation of (i) Subject to the dispute resolution provisions Consolidated Net Cash/Debt Amount (the “Actual Consolidated Net Cash/Debt Amount”), (ii) the Stand-Alone Net Cash/Debt Amount for each Target Company, (iii) the Inventory Adjustment Amount (the “Actual Inventory Adjustment Amount”) and (iv) the GRP Adjustment Amount (the “Actual GRP Adjustment Amount”), each as of Section 2.06(e) below, the "Closing Date. The Post-Closing Adjustment" Statement shall also set out the Purchase Price, as adjusted for the Adjustment Amount (as defined below), in aggregate and as allocated among the Sale Shares on the basis of Schedule 1A hereto. An amount equal to the sum of (i) Actual Consolidated Net Cash/Debt Amount less Estimated Consolidated Net Cash/Debt Amount, (ii) Actual Inventory Adjustment Amount less the Estimated Inventory Adjustment Amount, and (iii) Estimated GRP Adjustment Amount less Actual GRP Adjustment Amount, shall be referred to as the “Adjustment Amount”. (b) If the Adjustment Amount is a negative number, then the Seller shall pay an amount equal to the Closing Inventory Value minus Adjustment Amount (by wire transfer) to the Estimated Inventory ValuePurchaser. If the Post-Closing Adjustment Amount is a positive number, Buyer then the Purchaser shall pay to Seller an amount equal to the Post-Closing AdjustmentAdjustment Amount (by wire transfer) to the Seller. If Any payment of the Post-Closing Adjustment is a negative number, Seller Amount to be made in accordance with this paragraph (b) shall waive part be made within ten (10) calendar days after (x) the delivery of the Post-Closing Forecast Inventory Payment Statement or (y) if there is an objection under paragraph (c) below, the final resolution of the payments due from Buyer by an amount equal under this Section 1.3, if any, in accordance with paragraph (c). (c) If the Seller objects to the Post-Closing AdjustmentStatement, and, in it shall provide notice of such objection to the event the Purchaser within twenty (20) calendar days of delivery of such Post-Closing Adjustment exceeds Statement. The Seller and the amount waived by Seller in relation Purchaser shall use good faith efforts to agree any adjustments to the Post-Closing Forecast Inventory Payment, pay Statement. If the Seller and the Purchaser are unable to Buyer and amount equal to reach such agreement within twenty (20) calendar days of delivery of the difference between the amount waived in relation Seller’s objection to the Post-Closing Forecast Inventory Payment Statement, the Seller and the amount of Purchaser shall forward the Post-Closing Adjustment. (ii) Except as otherwise provided hereinStatement and the Closing Statement to an independent auditor approved by the Seller and the Purchaser to calculate the payment due under this Section 1.3, any payment of if any, which determination shall be binding upon the Parties. Once the Post-Closing AdjustmentStatement is determined, together with interest calculated as set forth below, shall (A) be due within five (5) Business Days of Seller’s acceptance of the Closing Inventory Value Statement or, if there are Disputed Amounts (defined below), then within five (5) Business Days of the resolution described in Section 2.06(e)(ii) or Section 2.06(e)(v) below; and (B) be paid by wire transfer of immediately available funds to such account as is directed by Seller or Buyer, as the case may be. The amount of any Post-Closing Adjustment shall bear interest from and including the Closing Date to and including the date of payment at a rate per annum equal to the prime rate published in the Wall Street Journal, plus 5%. Such interest it shall be calculated daily on signed by both the basis of a 365 day year Purchaser and the actual number of days elapsedSeller.

Post-Closing Adjustment. (i) Subject to the dispute resolution provisions of Section 2.06(e) below, the "The “Post-Closing Adjustment" ” may be either a positive or negative amount, and shall be an amount equal to (I) the Closing Inventory Value Purchaser Ownership Percentage multiplied by (II) (a) (i) the Final Working Capital Adjustment Amount minus (ii) the Estimated Inventory ValueWorking Capital Adjustment Amount, plus (b) (i) the amount of Net Indebtedness set forth in the Estimated Closing Statement minus (ii) the amount of Net Indebtedness set forth in the Final Closing Statement. Any component of clause (II) set forth in the preceding sentence may be either a positive or a negative amount. If the Post-Closing Adjustment is a positive numberamount, Buyer then Purchaser (and in no event the Company) shall pay in cash to Seller (or one or more Approved Recipients) an amount equal to the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative numberamount, Seller then Parent (or an Affiliate designated by Parent) shall waive part of pay in cash to Purchaser (and in no event the Post-Closing Forecast Inventory Payment due from Buyer by Company) an amount equal to the Post-Closing Adjustment, and, in the event the Post-Closing Adjustment exceeds the amount waived by Seller in relation to the Post-Closing Forecast Inventory Payment, pay to Buyer and amount equal to the difference between the amount waived in relation to the Post-Closing Forecast Inventory Payment and absolute value of the amount of the Post-Closing Adjustment. (ii) Except . The Closing Purchase Price, as otherwise provided herein, any payment of adjusted by the Post-Closing Adjustment, together shall be the “Final Purchase Price.” The “STT Adjustment” may be either a positive or negative amount, and shall be equal to (x) the Estimated STT minus (y) the Final STT. If the STT Adjustment is a positive amount, then Purchaser (but in no event the Company) shall pay in cash to Seller (or one or more Approved Recipients) an amount equal to the STT Adjustment. If the STT Adjustment is a negative amount, then Parent (or an Affiliate designated by Parent) shall pay in cash to Purchaser (but in no event the Company) an amount equal to the absolute value of the amount of the STT Adjustment. Any payment pursuant to this Section 2.7 with interest calculated as set forth belowrespect to the Post-Closing Adjustment shall be offset against any payment pursuant to this Section 2.7 with respect to the STT Adjustment, such that a single payment is made in respect of all amounts payable pursuant to this Section 2.7, which single payment shall be made by wire transfer of immediately available funds within ten (A10) be due Business Days after the determination of the Final Closing Statement to an account designated in writing by the Party entitled to the payment within five (5) Business Days of Seller’s acceptance after the determination of the Final Closing Inventory Value Statement or, if there are Disputed Amounts (defined below), then within five (5) Business Days of the resolution described in Section 2.06(e)(ii) or Section 2.06(e)(v) below; and (B) be paid by wire transfer of immediately available funds to such account as is directed by Seller or Buyer, as the case may be. The amount of any Post-Closing Adjustment shall bear interest from and including the Closing Date to and including the date of payment at a rate per annum equal to the prime rate published in the Wall Street Journal, plus 5%. Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsedStatement.

Post-Closing Adjustment. (ia) Subject to In accordance with the dispute resolution terms and provisions of this Section 2.06(e) below, the "Post-Closing Adjustment" shall be an amount equal to the Closing Inventory Value minus the Estimated Inventory Value. If the Post-Closing Adjustment is a positive number3.3, Buyer shall pay to Seller, or Seller shall pay to Buyer (as the case may be), an amount (the "Net Working Capital Adjustment Amount") equal to the Post-Closing Adjustment. If amount by which Net Working Capital is greater (in which case the Post-Closing Purchase Price shall be increased by such amount and Buyer shall pay the Net Working Capital Adjustment Amount to Seller) or is a negative number, less (in which case the Purchase Price shall be reduced by such amount and Seller shall waive part of pay the Post-Closing Forecast Inventory Payment due from Buyer by an amount equal Net Working Capital Adjustment Amount to the Post-Closing Adjustment, and, in the event the Post-Closing Adjustment exceeds the amount waived by Seller in relation to the Post-Closing Forecast Inventory Payment, pay to Buyer and amount equal to the difference between the amount waived in relation to the Post-Closing Forecast Inventory Payment and the amount of the Post-Closing Adjustment. (iiBuyer) Except as otherwise provided herein, any payment of the Post-Closing Adjustmentthan Estimated Net Working Capital, together with interest calculated thereon at the Prime Rate plus 2% per annum from the Closing Date until the date such payment is made. In accordance with the terms and provisions of this Section 3.3, Seller shall pay to Buyer an amount, if any (the "Indebtedness Adjustment Amount"), equal to the amount by which the Indebtedness exceeds Estimated Indebtedness, together with interest thereon at the Prime Rate plus 2% per annum from the Closing Date until the date such payment is made. In accordance with the terms and provisions of this Section 3.3, Buyer shall pay to Seller, or Seller shall pay to Buyer (as the case may be) an amount, if any (the "Other Purchase Price Adjustments Amount"), equal to the amount by which Other Purchase Price Adjustments is less (in which case the Purchase Price shall be increased by such amount and Buyer shall pay the Other Purchase Price Adjustments Amount to Seller) or is greater (in which case the Purchase Price shall be reduced by such amount and Seller shall pay the Other Purchase Price Adjustments Amount to Buyer) than the Estimated Other Purchase Price Adjustments, together with interest thereon at the Prime Rate plus 2% per annum from the Closing Date until the date such payment is made. (b) Within ninety (90) days after the Closing Date, Buyer shall deliver to Seller the balance sheet of ALNG as of November 30, 2002 (the "Closing Balance Sheet"). The Closing Balance Sheet shall be prepared in accordance with Schedule 3.3. In addition, no later than the date upon which Buyer delivers the Closing Balance Sheet to Seller, Buyer shall deliver to Seller a report setting forth its proposed calculation of Net Working Capital, Indebtedness and Other Purchase Price Adjustments, which shall be made in accordance with and in a manner consistent with the illustration set forth belowin Schedule 3.3, including the statement of accounting principles attached to and made a part of such Schedule 3.3 (the "Closing Report"). The calculation of Net Working Capital, Indebtedness and Other Purchase Price Adjustments set forth in the Closing Report shall be binding upon both Parties, unless Seller objects, at Seller's expense, to such calculation in accordance with Section 3.3(c). (Ac) If, within thirty (30) days after Buyer delivers the Closing Balance Sheet and the Closing Report to Seller, Seller notifies Buyer of any objections to the calculation by Buyer of Net Working Capital, Indebtedness and Other Purchase Price Adjustments (the date upon which Seller notifies Buyer of any such objections shall be due within referred to herein as the "Objection Notification Date"), Buyer and Seller will attempt in good faith to agree upon the Net Working Capital Adjustment Amount, the Indebtedness Adjustment Amount and the Other Purchase Price Adjustments Amount prior to or on the date that is forty-five (545) Business Days of Seller’s acceptance of days after the Objection Notification Date. (d) If Buyer and Seller agree prior to or on the date that is forty-five (45) days after the Objection Notification Date to a Net Working Capital Adjustment Amount, the Indebtedness Adjustment Amount and/or Other Purchase Price Adjustments Amount that is different from the amount that would be calculated based upon the Closing Inventory Value Statement orReport, if there are Disputed Amounts (defined below), then within five (5) Business Days of the resolution payment described in Section 2.06(e)(ii3.3(a) shall be the agreed upon amount. (e) If Buyer and Seller do not agree prior to or Section 2.06(e)(von the date that is forty-five (45) below; and (B) be paid by wire transfer of immediately available funds days after the Objection Notification Date to such account as is directed by Seller or Buyera Net Working Capital Adjustment Amount, the Indebtedness Adjustment Amount and/or Other Purchase Price Adjustments Amount, as the case may be, payment shall be made by Buyer or Seller, as appropriate, with respect to all "agreed upon" issues on said forty-fifth (45th) day and either Party may submit the remaining matters in dispute (but no other matters) to PriceWaterhouse Coopers or, if that firm declines to act as provided in this paragraph, another firm of independent public accountants mutually acceptable to Buyer and Seller (in either case, the "Final Arbiter"), which firm shall make a final and binding determination as to all matters in dispute with respect to the calculation of the Net Working Capital Adjustment Amount, the Indebtedness Adjustment Amount and/or Other Purchase Price Adjustments Amount,, as the case may be, within forty-five (45) days after its appointment. The amount Final Arbiter shall send its written determination of any Post-Closing Net Working Capital, Indebtedness and Other Purchase Price Adjustments to Buyer and Seller, together with a calculation of the Net Working Capital Adjustment shall bear interest Amount, the Indebtedness Adjustment Amount and/or Other Purchase Price Adjustments Amount, as the case may be, that results from that determination, at which point the determination of the Final Arbiter, and including the Closing Date to and including resulting calculation of the date of payment at a rate per annum equal to Net Working Capital Adjustment Amount, the prime rate published in Indebtedness Adjustment Amount and/or Other Purchase Price Adjustments Amount, as the Wall Street Journalcase may be, plus 5%. Such interest shall be calculated daily binding on the basis of a 365 day year Buyer and the actual number of days elapsedSeller, absent fraud or manifest error.

Post-Closing Adjustment. (i) Subject On or before October 30, 2023 if the Closing occurs on or prior to September 30, 2023, or within 60 days after the Closing Date if the Closing occurs after September, 30, 2023, the Purchaser shall prepare and deliver to the dispute resolution provisions Seller a statement setting forth the Purchaser’s calculation of Section 2.06(e) belowthe Closing TBV (the “Closing TBV Statement”), which statement shall contain an unaudited balance sheet of the Company, including any unpaid Transaction Expenses of the Group Companies, and including a calculation of the Unrestricted Cash (the “Closing Unrestricted Cash Statement”, and together with the Closing TBV Statement, the "Post“Closing Statements”), as of the Effective Time (without giving effect to the Transactions herein) prepared in accordance with the Accounting Principles, and calculations of the Closing TBV, Closing Unrestricted Cash and the Purchase Price, with the amount thereof (A) increased on a dollar-for-dollar basis, without duplication, if the result of the Closing Adjustment" TBV minus the Target TBV is a positive number and decreased by the TBV Shortfall Factor if the result of the Closing TBV minus the Target TBV is a negative number, and (B) increased on a dollar-for-dollar basis, without duplication, if the result of the Closing Unrestricted Cash minus the Minimum Unrestricted Cash is a positive number and decreased on a dollar-for-dollar basis, without duplication, if the result of the Closing Unrestricted Cash minus the Minimum Unrestricted Cash is a negative number. The Purchase Price as finally determined pursuant to Section 2.4(b) is referred to as the “Final Purchase Price”. (ii) The post-closing adjustment shall be an amount equal to the Closing Inventory Value Final Purchase Price minus the Estimated Inventory Value. Purchase Price (the “Post-Closing Adjustment”). (iii) If the Post-Closing Adjustment is a positive number, Buyer (i) the Purchase Price Adjustment Holdback shall be released to the Seller pursuant to the terms of the Purchase Price Escrow Agreement; and (ii) the Purchaser shall promptly pay to Seller the Seller, in cash by wire transfer, bank draft or other immediately available funds, an amount equal to amount, if any, by which the absolute value of the Post-Closing Adjustment. Adjustment exceeds the Purchase Price Adjustment Holdback. (iv) If the Post-Closing Adjustment is a negative number, Seller shall waive part of (i) the Post-Closing Forecast Inventory Payment due from Buyer by Purchase Price Adjustment Holdback, in an amount equal to the absolute value of the Post-Closing Adjustment, andshall be released to the Purchaser pursuant to the terms of the Purchase Price Escrow Agreement; and (ii) the Seller shall promptly pay to the Purchaser the amount, in if any, by which the event absolute value of the Post-Closing Adjustment exceeds the amount waived by Seller in relation to the Post-Closing Forecast Inventory Payment, pay to Buyer and amount equal to the difference between the amount waived in relation to the Post-Closing Forecast Inventory Payment and the amount of the Post-Closing AdjustmentPurchase Price Adjustment Holdback. (ii) Except as otherwise provided herein, any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, shall (A) be due within five (5) Business Days of Seller’s acceptance of the Closing Inventory Value Statement or, if there are Disputed Amounts (defined below), then within five (5) Business Days of the resolution described in Section 2.06(e)(ii) or Section 2.06(e)(v) below; and (B) be paid by wire transfer of immediately available funds to such account as is directed by Seller or Buyer, as the case may be. The amount of any Post-Closing Adjustment shall bear interest from and including the Closing Date to and including the date of payment at a rate per annum equal to the prime rate published in the Wall Street Journal, plus 5%. Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsed.

Post-Closing Adjustment. Within five (5) Business Days after the earlier to occur of (x) the expiration of the Closing Statement Review Period, if no Closing Statement Objection Notice is delivered by Sellers to Buyer by such date, and (y) the final resolution of all disputes properly and timely asserted by Sellers regarding the Closing Statement pursuant to Section 2.2(c) above: (i) Subject to the dispute resolution provisions of Section 2.06(e) below, the "Post-Closing Adjustment" shall be an amount equal to the Closing Inventory Value minus if the Estimated Inventory Value. If the Post-Closing Payment Adjustment is a positive number, then (1) Buyer shall pay to Seller an amount equal to Sellers the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative number, Seller shall waive part of the Post-Closing Forecast Inventory Payment due from Buyer by an amount equal to the Post-Closing Adjustment, and, in the event the Post-Closing Adjustment exceeds the amount waived by Seller in relation to the Post-Closing Forecast Inventory Payment, pay to Buyer and amount equal to the difference between the amount waived in relation to the Post-Closing Forecast Inventory Payment and the aggregate amount of the Post-Closing Adjustment. (ii) Except as otherwise provided herein, any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, shall (A) be due within five (5) Business Days of Seller’s acceptance of the Closing Inventory Value Statement or, if there are Disputed Amounts (defined below), then within five (5) Business Days of the resolution described in Section 2.06(e)(ii) or Section 2.06(e)(v) below; and (B) be paid Estimated Payment Adjustment by wire transfer of immediately available funds to such an account as or accounts designated in advance by Sellers and (2) Buyer and Sellers shall direct the Escrow Agent in writing to disburse the Adjustment Escrow Amount to Sellers by wire transfer of immediately available funds to an account or accounts designated in advance by Sellers; (ii) if the Estimated Payment Adjustment is directed by Seller or Buyera negative number, as then Buyer and Sellers shall direct the case may be. The Escrow Agent in writing to disburse (1) an amount of any Post-Closing Adjustment shall bear interest from and including the Closing Date to and including the date of payment at a rate per annum equal to the prime rate published Estimated Payment Adjustment from the Adjustment Escrow Amount to Buyer by wire transfer of immediately available funds to an account or accounts designated in advance by Buyer and (2) the Wall Street Journalremainder of the Adjustment Escrow Amount, plus 5%. Such interest if any, to Sellers by wire transfer of immediately available funds to an account or accounts designated in advance by Sellers, provided, that if the Adjustment Escrow Amount is insufficient to satisfy any Estimated Payment Adjustment due and owing to Buyer (an “Adjustment Shortfall”), then Sellers shall pay to Buyer by wire transfer of immediately available funds to an account or accounts designated in advance by Buyer the Adjustment Shortfall; and (iii) if the Estimated Payment Adjustment is equal to Zero and 00/100 Dollars ($0.00), then no payment shall be calculated daily on due by either Buyer or Sellers under this Section 2.2(d) and Buyer and Sellers shall direct the basis Escrow Agent in writing to disburse the Adjustment Escrow Amount to Sellers by wire transfer of a 365 day year and the actual number of days elapsedimmediately available funds to an account or accounts designated in advance by Sellers.

Post-Closing Adjustment. As soon as practicable, but not more than five days after the Final Post-Closing Statement is determined: (i) Subject Parent shall deliver, or cause to the dispute resolution provisions of Section 2.06(e) belowbe delivered, the "Post-Closing Adjustment" shall be an amount equal to the Closing Inventory Value minus the Estimated Inventory Value. If the Post-Closing Adjustment is a positive number, Buyer shall pay to Seller an amount equal to the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative number, Seller shall waive part of the Post-Closing Forecast Inventory Payment due from Buyer by an amount equal to the Post-Closing Adjustment, and, in the event the Post-Closing Adjustment exceeds the amount waived by Seller in relation to the Post-Closing Forecast Inventory Payment, pay to Buyer and amount equal to the difference between the amount waived in relation to the Post-Closing Forecast Inventory Payment and the amount of the Post-Closing Adjustment. (ii) Except as otherwise provided herein, any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, shall (A) be due within five (5) Business Days of Seller’s acceptance of the Closing Inventory Value Statement or, if there are Disputed Amounts (defined below), then within five (5) Business Days of the resolution described in Section 2.06(e)(ii) or Section 2.06(e)(v) below; and (B) be paid by wire transfer of immediately available funds to the Exchange Agent (such account as is directed amount to be paid by Seller or Buyerthe Exchange Agent to the Stockholders pursuant to the Payments Agreement), the amount (the “Excess Amount”), if any, by which the Net Working Capital on the Closing Date, as reflected in the case may be. The amount of any Final Post-Closing Adjustment Statement, is greater than the Target Working Capital by more than $100,000; and such payment shall bear interest from and including result in an immediate upward adjustment to the Purchase Price by such Excess Amount. Parent shall have the right to offset payment of any such Excess Amount by an amount equal to the amount by which any portion of the aggregate amount of Net Working Capital on the Closing Date in excess of the Target Working Capital is directly attributable to an outstanding account receivable of the Company that was due and including payable as of the Closing, but uncollected as of the date of payment at a rate per annum equal the Final Post-Closing Statement (each such account receivable, an “Uncollected A/R Amount”); provided, however, Parent shall pay, on the Holdback Release Date, any Uncollected A/R Amounts that are collected prior to such date. (ii) Parent shall be entitled to recover from the Holdback, the amount, if any, by which the Net Working Capital on the Closing Date, as reflected in the Final Post-Closing Statement, is less than the Target Working Capital by more than $100,000; and shall result in an immediate downward adjustment to the prime rate published Purchase Price by such amount. (iii) Parent shall deliver, or cause to be delivered, by wire transfer of immediately available funds to the Exchange Agent (such amount to be paid by the Exchange Agent to the Stockholders and Warrantholders pursuant to the Payments Agreement), the amount, if any, by which the Closing Cash, as reflected in the Wall Street JournalFinal Post-Closing Statement, plus 5%. Such interest is greater than the Estimated Closing Cash; and such payment shall result in an immediate upward adjustment to the Purchase Price by such amount. (iv) Parent shall be calculated daily entitled to recover from the Holdback, the amount, if any, by which the Closing Cash on the basis Closing Date, as reflected in the Final Post-Closing Statement, is less than the Estimated Closing Cash; and shall result in an immediate downward adjustment to the Purchase Price by such amount. (v) Parent shall deliver, or cause to be delivered, by wire transfer of immediately available funds to the Exchange Agent (such amount to be paid by the Exchange Agent to the Stockholders pursuant to the Payments Agreement), the amount, if any, by which the Closing Indebtedness Amount, as reflected in the Final Post-Closing Statement, is less than the Estimated Closing Indebtedness Amount; and such payment shall result in an immediate upward adjustment to the Purchase Price by such amount. (vi) Parent shall be entitled to recover from the Holdback, the amount, if any, by which the Closing Indebtedness Amount, as reflected in the Final Post-Closing Statement, is greater than the Estimated Closing Indebtedness Amount; and shall result in an immediate downward adjustment to the Purchase Price by such amount. Any payment or recovery pursuant to this Section 2.04(d) shall be deemed a 365 day year and the actual number of days elapsed“Post-Closing Adjustment.”

Post-Closing Adjustment. (i) Within 90 days after the Closing Date, Buyers shall prepare and deliver to Sellers a statement (the “Closing Statement”) setting forth its calculation of (A) Closing Working Capital, (B) Closing Indebtedness, (C) Closing Transaction Expenses, and (D) the 111(4)(e) Tax Liability, which statement shall contain a (X) an estimated consolidating balance sheet for each of the Target Companies as of the Closing Date (without giving effect to the Closing), (Y) an estimated consolidated balance sheet for all of the Target Companies in the aggregate as of the Closing Date (without giving effect to the Closing), and (Z) a calculation of the Purchase Price based upon the foregoing calculations (the “Closing Purchase Price”), which calculation of the Closing Working Capital set forth in the Closing Statement shall be prepared in accordance the Working Capital Methodology. (ii) Subject to the dispute resolution provisions of Section 2.06(e2.05(c) belowand Section 2.05(f), the "Postpost-Closing Adjustment" adjustment shall be an amount equal to the Closing Inventory Value Purchase Price minus the Estimated Inventory ValuePurchase Price (the “Post-Closing Adjustment”). If the Post-Closing Adjustment is a positive number, Buyer US Acquisition Co shall pay to Seller an the US Acquisition Co Percentage of such amount equal to the Post-Closing AdjustmentSellers in equal proportions, and Canada Acquisition Co shall pay the Canada Acquisition Co Percentage of such amount to the Sellers in equal proportions. If the Post-Closing Adjustment is a negative number, Seller subject to Section 2.05(d) below, Sellers shall waive part pay in equal proportions to US Acquisition Co the US Acquisition Co Percentage, and shall pay to Canada Acquisition Co the Canada Acquisition Co Percentage, of the Post-Closing Forecast Inventory Payment due from Buyer by an amount equal to the Post-Closing Adjustment, and, in the event the Post-Closing Adjustment exceeds the amount waived by Seller in relation to the Post-Closing Forecast Inventory Payment, pay to Buyer and amount equal to the difference between the amount waived in relation to the Post-Closing Forecast Inventory Payment and the amount absolute value of the Post-Closing Adjustmentsuch amount. (ii) Except as otherwise provided herein, any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, shall (A) be due within five (5) Business Days of Seller’s acceptance of the Closing Inventory Value Statement or, if there are Disputed Amounts (defined below), then within five (5) Business Days of the resolution described in Section 2.06(e)(ii) or Section 2.06(e)(v) below; and (B) be paid by wire transfer of immediately available funds to such account as is directed by Seller or Buyer, as the case may be. The amount of any Post-Closing Adjustment shall bear interest from and including the Closing Date to and including the date of payment at a rate per annum equal to the prime rate published in the Wall Street Journal, plus 5%. Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsed.

Post-Closing Adjustment. The Purchase Price shall be subject to adjustment after the Closing as follows: (i) Subject Within thirty (30) days after the Closing Date, the Buyer shall prepare and deliver to the dispute resolution provisions of Section 2.06(e) below, Seller a statement (the "Post-Closing Adjustment" shall be an Working Capital Statement") prepared by the Buyer's independent auditors showing the amount equal to of the Seller's Working Capital (the "Working Capital Amount") as of the close of business on the Closing Inventory Value minus the Estimated Inventory ValueDate. If the Post-Working Capital Amount is less than the Working Capital Requirement, the Purchase Price shall be decreased through a reduction in the portion of the Purchase Price payable at the Closing Adjustment pursuant to 2(b)(i) above to the extent that the Working Capital Amount is a positive numberless than the Working Capital Requirement. Conversely, if the Working Capital Amount is greater than the Working Capital Requirement, the Purchase Price shall be increased by an increase in the portion of the Purchase Price payable at the Closing pursuant to 2(b)(i) above to the extent that the Working Capital Amount is greater than the Working Capital Requirement. The Working Capital Amount shall be subject to verification of the value of assets included in the Working Capital Statement (e.g., inventory, equipment and spare parts shall be reduced for damage or obsolescence, and accounts receivable shall be reduced for bad debts). The Buyer shall pay to the Seller an amount equal any such increase in the Purchase Price, and the Seller shall repay to the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative number, Seller shall waive part of the Post-Closing Forecast Inventory Payment due from Buyer by an amount equal to the Post-Closing Adjustment, and, any such decrease in the event Purchase Price, within five business days following the Post-Closing Adjustment exceeds the amount waived by Seller in relation to the Post-Closing Forecast Inventory Payment, pay to Buyer and amount equal to the difference between the amount waived in relation to the Post-Closing Forecast Inventory Payment and determination of the amount of the Post-Closing Adjustmentsuch adjustment pursuant to this 2(g). (ii) Except as otherwise provided herein, any payment The Seller shall assist the Buyer and its independent auditors in the preparation of the Post-Closing AdjustmentWorking Capital Statement, together with interest calculated as set forth below, shall (A) be due within five (5) Business Days of Seller’s acceptance of the Closing Inventory Value Statement or, if there are Disputed Amounts (defined below), then within five (5) Business Days of the resolution described in Section 2.06(e)(ii) or Section 2.06(e)(v) below; and (B) be paid by wire transfer of immediately available funds to such account as is directed by Seller or Buyer, as the case may be. The amount of any Post-Closing Adjustment shall bear interest from and including the Closing Date to and including the date of payment at a rate per annum equal to the prime rate published in the Wall Street Journal, plus 5%. Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsed.Buyer shall provide the Seller

Post-Closing Adjustment. (a) Subsequent to the Closing (as defined below), Seller shall prepare a balance sheet of the Company at the close of business on the Closing Date (the "CLOSING BALANCE SHEET"). The Closing Balance Sheet shall be prepared in accordance with generally accepted accounting principles ("GAAP") used by the Company for financial reporting to Seller consistently applied. Based on the Closing Balance Sheet, Seller shall calculate (i) Subject to the dispute resolution provisions total value of Section 2.06(ethe accounts receivable, cost and related earnings in excess of billings and inventory (which shall not be written down below net realiz▇▇▇▇ ▇▇▇ue) below, of the Company as of the Closing Date (the "Post-CLOSING VALUE"), which for purposes hereof shall exclude any cash and intercompany accounts and (ii) the post- Closing Adjustment" adjustment, which shall be an amount equal to the difference between the Closing Inventory Value minus and the Estimated Inventory ValueAdjustment Amount (the "POST-CLOSING ADJUSTMENT"). If Upon completion of the same, but not later than thirty (30) days after the Closing Date, Seller shall deliver a copy of the Closing Balance Sheet and the calculations of the Closing Value and the Post-Closing Adjustment to Buyer. (b) If the Closing Value exceeds the Adjustment Amount, Buyer shall owe the Post-Closing Adjustment to Seller. If the Closing Value is less than the Adjustment Amount, the $4,000,000 amount set forth in Section 1.1(b)(iv) above shall be reduced by the Post-Closing Adjustment and, to the extent the Post-Closing Adjustment exceeds $4,000,000, the balance shall be treated as a positive numberpayment of principal on the Note. If Buyer does not object to the amount of the Post-Closing Adjustment within twenty (20) days of receipt thereof, (i) Buyer shall pay to Seller, no later than the second Business Day after the twentieth day following receipt of the Post-Closing Adjustment, an amount in cash equal to the Post-Closing Adjustment owed by Buyer to Seller or (ii) the $4,000,000 amount set forth in Section 1.1(b)(iv) above shall be reduced by the Post-Closing Adjustment. (c) If Buyer objects to the Post-Closing Adjustment, it shall notify Seller within twenty (20) days following receipt thereof, setting forth in specific detail the basis for its objection and its proposal for any adjustments to the Post-Closing Adjustment. Buyer and Seller shall undertake in good faith to reach agreement as to any such proposed adjustment or that no such adjustment is necessary. If agreement is reached as to all proposed further adjustments, the parties shall make such adjustments and the Post-Closing Adjustment shall be based thereon. If Buyer and Seller are unable to reach agreement within thirty (30) days, then a Third Party Accounting Firm shall be engaged to review the proposed adjustments as to which agreement has not been reached and shall make a determination as to the resolution of the proposed adjustments to cause the Post-Closing Adjustment to have been properly prepared in accordance with the provisions of this Agreement. All such resolutions shall relate only to such matters as are still in dispute and were properly included in the notice of Buyer's objection and represent either agreement with the position taken by Seller or by Buyer or a compromise between such positions. The determination of the Third Party Accounting Firm shall be final, conclusive and binding upon Buyer and Seller. Thereafter, not later than ten (10) days following a determination of adjustments by the Third Party Accounting Firm, either Buyer shall pay to Seller an amount equal to the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative number, Seller shall waive part of the Post-Closing Forecast Inventory Payment due from Buyer by an amount in cash equal to the Post-Closing Adjustment, andas determined by the Third Party Accounting Firm, or the $4,000,000 amount set forth in the event the Post-Closing Adjustment exceeds the amount waived Section 1.1(b)(iv) above shall be reduced by Seller in relation to the Post-Closing Forecast Inventory Payment, pay to Buyer and amount equal to the difference between the amount waived in relation to the Post-Closing Forecast Inventory Payment and the amount of the Post-Closing Adjustment. (ii) Except as otherwise provided herein, any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, determined by the Third Party Accounting Firm. Buyer and Seller shall (A) be due within five (5) Business Days of Seller’s acceptance share equally the costs of the Closing Inventory Value Statement or, if there are Disputed Amounts (defined belowThird Party Accounting Firm under this Section 1.2(c), then within five (5) Business Days of the resolution described in Section 2.06(e)(ii) or Section 2.06(e)(v) below; and (B) be paid by wire transfer of immediately available funds to such account as is directed by Seller or Buyer, as the case may be. The amount of any Post-Closing Adjustment shall bear interest from and including the Closing Date to and including the date of payment at a rate per annum equal to the prime rate published in the Wall Street Journal, plus 5%. Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsed.

Post-Closing Adjustment. (i) Subject On or prior to the dispute resolution provisions Closing Date (as hereinafter defined), Seller shall provide Buyer with its estimated balance sheet and income statement reflecting Seller's estimated calculation of Section 2.06(eworking capital (as hereinafter defined) belowas of the Closing Date (collectively, the "Post-Closing Adjustment" shall be an amount equal to the Closing Inventory Value minus the Estimated Inventory ValueSELLER'S ESTIMATED CLOSING BALANCE SHEET"). If the Post-Closing Adjustment is a positive number, Buyer shall pay to Seller an amount equal to the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative numberWithin one hundred and 20 (120) days after Closing, Seller shall waive part have prepared, at Seller's/Buyer's expense on a 50/50 basis, through an accountant engaged by Seller, an audited balance sheet in accordance with generally accepted accounting principles as of the Post-Closing Forecast Inventory Payment due from Buyer by an amount equal to Date (the Post-"CLOSING BALANCE Sheet"), for purposes of confirming the accuracy of the calculation of Working Capital as of the Closing AdjustmentDate. Based upon such Closing Balance Sheet, and, in the event the Post-Closing Adjustment exceeds the amount waived by Seller in relation to the Post-Closing Forecast Inventory Payment, pay to Buyer and amount equal to the difference between the amount waived in relation to the Post-Closing Forecast Inventory Payment and parties agree that the amount of the PostPurchase Price shall be adjusted upwards or downwards, as appropriate (the "POST-Closing Adjustment. (ii) Except as otherwise provided hereinCLOSING ADJUSTMENT"), any payment on a dollar-for-dollar basis to the extent that the amount of the Post-Closing Adjustment, together with interest Working Capital of Seller calculated as set forth below, shall (A) be due within five (5) Business Days of Seller’s acceptance of using the Closing Inventory Value Statement orBalance Sheet is greater than or less than, if there are Disputed Amounts as the case may be, Eleven Million Eight Hundred Seventy-Two Thousand and No/100 Dollars (defined below$11,872,000.00) (the "TARGET WORKING CAPITAL") plus or minus Five Hundred Thousand and No/100 Dollars ($500,000.00). If the Target Working Capital is greater than the Working Capital by more than Five Hundred Thousand and No/100 Dollars ($500,000.00), then within five (5) Business Days business days after the final determination thereof pursuant to Section 1.7 hereof, then Seller shall immediately pay Buyer such shortfall (the amount by which the Target Working Capital exceeds the sum of Working Capital plus $500,000). If the Working Capital is greater than the sum of Target Working Capital plus Five Hundred Thousand and No/100 Dollars ($500,000.00), then Buyer shall pay Seller any amount by which Working Capital exceeds the sum of Five Hundred Thousand and No/100 Dollars ($500,000.00) plus the Target Working Capital, such payments to be made within five (5) business days after the final determination thereof pursuant to Section 1.7 hereof. For purposes of determining the Working Capital as of the resolution described in Section 2.06(e)(ii) or Section 2.06(e)(v) below; Closing Date, the parties agree that the components thereof shall consist solely of those line items set forth on the Working Capital Formula Sheet attached hereto as Exhibit B, which line items shall contain those categories of assets and (B) be paid by wire transfer of immediately available funds to such account as is directed by Seller or Buyer, as the case may be. The amount of any Post-Closing Adjustment shall bear interest from and including the Closing Date to and including the date of payment at a rate per annum equal to the prime rate published liabilities contained in the Wall Street Journalline items as of September 30, plus 5%. Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsed2005.

Post-Closing Adjustment. (i) Subject to the dispute resolution provisions of Section 2.06(e) below, the "The “Post-Closing Adjustment" ” may be either a positive or negative amount, and shall be an amount equal to (a) (i) the Working Capital Adjustment Amount set forth in the Final Closing Statement, minus (ii) the Working Capital Adjustment Amount set forth in the Estimated Closing Statement, plus (b) (i) the Closing Inventory Value minus Indebtedness Amount set forth in the Estimated Inventory ValueClosing Statement, minus (ii) the Closing Indebtedness Amount set forth in the Final Closing Statement, plus (c) (i) the Closing Cash Amount set forth in the Final Closing Statement, minus (ii) the Closing Cash Amount set forth in the Estimated Closing Statement, plus (d) (i) the Closing Transaction Expense Amount set forth in the Estimated Closing Statement, minus (ii) the Closing Transaction Expense Amount set forth in the Final Closing Statement. If the Post-Closing Adjustment is a positive numberamount, Buyer shall pay to Seller an amount equal to then Purchaser shall, within two (2) Business Days after the determination of the Post-Closing AdjustmentAmount, issue, and cause the Purchaser Subsidiary to deliver to Seller (or to an Affiliate designated by Seller), an aggregate number of Purchaser Common Shares equal to (A) the amount of the Post-Closing Adjustment divided by (B) the Purchaser Reference Share Price. If the Post-Closing Adjustment is a negative numberamount, then Seller shall waive part (or an Affiliate designated by Seller) shall, within two (2) Business Days after the determination of the Post-Closing Forecast Inventory Payment due from Buyer by Amount, surrender to the Purchaser Subsidiary an amount aggregate number of Purchaser Common Shares equal to (A) the Post-Closing Adjustment, and, in the event the Post-Closing Adjustment exceeds the amount waived by Seller in relation to the Post-Closing Forecast Inventory Payment, pay to Buyer and amount equal to the difference between the amount waived in relation to the Post-Closing Forecast Inventory Payment and absolute value of the amount of the Post-Closing Adjustment. Adjustment divided by (iiB) Except the Purchaser Reference Share Price. The Purchase Price, as otherwise provided herein, any payment of adjusted by the Post-Closing Adjustment, together with interest calculated as set forth below, shall (A) be due within five (5) Business Days of Seller’s acceptance of the Closing Inventory Value Statement or, if there are Disputed Amounts (defined below), then within five (5) Business Days of the resolution described in Section 2.06(e)(ii) or Section 2.06(e)(v) below; and (B) be paid by wire transfer of immediately available funds to such account as is directed by Seller or Buyer, as the case may be. The amount of any Post-Closing Adjustment shall bear interest from and including the Closing Date to and including the date of payment at a rate per annum equal “Final Purchase Price.” Except to the prime rate published in extent otherwise required by applicable Law, Seller, Purchaser, the Wall Street JournalTransferred Entities and their respective Affiliates shall treat any and all payments under this Section 2.7 as an adjustment to the purchase price for all Tax purposes, plus 5%. Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsedparties shall, and shall cause their respective Affiliates to, file their respective Tax Returns accordingly.

Post-Closing Adjustment. (i) Subject Within ninety (90) days after the Closing Date, Buyer shall prepare and deliver to the dispute resolution provisions Sellers’ Representative a statement setting forth (A) its calculation of Section 2.06(eClosing Working Capital, which statement shall contain a balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated herein) belowand a calculation of Closing Working Capital (the “Closing Working Capital Statement”) prepared in accordance with Schedule 2.4(a), (B) the "amount of any Transaction Expenses and Indebtedness of the Company as of the Closing Date to the extent such amounts were not paid at Closing, and (C) the Closing Cash. (ii) The “Post-Closing Adjustment" ” shall be an amount equal to (A) the Closing Inventory Value Working Capital minus the Estimated Inventory ValueClosing Working Capital, if, and only if, such difference is greater than $500,000, whether positive or negative (and if such difference is less than or equal to $500,000, such difference shall be deemed to be zero dollars ($0) for purposes hereof), minus (B) the amount of any Transaction Expenses and Indebtedness of the Company as of the Closing Date to the extent such amounts were not paid at Closing or otherwise included in the calculation of the Net Closing Payment, plus (C) the amount, if any, by which the Closing Cash exceeds the Estimated Closing Cash, minus (D) the amount, if any, by which the Estimated Closing Cash exceeds the Closing Cash (the “Post-Closing Adjustment”). If the Post-Closing Adjustment is a positive numbernumber then, Buyer shall pay to Seller Sellers an amount equal to the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative number, Seller Sellers shall waive part of the Post-Closing Forecast Inventory Payment due from pay to Buyer by an amount equal to the Post-Closing Adjustment, and, in the event the Post-Closing Adjustment exceeds the amount waived by Seller in relation to the Post-Closing Forecast Inventory Payment, pay to Buyer and amount equal to the difference between the amount waived in relation to the Post-Closing Forecast Inventory Payment and the amount of the Post-Closing Adjustment. (ii) Except as otherwise provided herein, any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, shall (A) be due within five (5) Business Days of Seller’s acceptance of the Closing Inventory Value Statement or, if there are Disputed Amounts (defined below), then within five (5) Business Days of the resolution described in Section 2.06(e)(ii) or Section 2.06(e)(v) below; and (B) be paid by wire transfer of immediately available funds to such account as is directed by Seller or Buyer, as the case may be. The amount of any Post-Closing Adjustment shall bear interest from and including the Closing Date to and including the date of payment at a rate per annum equal to the prime rate published in the Wall Street Journal, plus 5%. Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsed.

Post-Closing Adjustment. (i) Subject to If the dispute resolution provisions of Section 2.06(e) belowActual Sprintank Fixed Asset Amount is greater than $12,430,217, the "Post-Closing Adjustment" shall be an amount equal to the Closing Inventory Value minus the Estimated Inventory Value. If the Post-Closing Adjustment is a positive number, Buyer Purchaser shall pay to Seller an amount equal to the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative numberSeller, Seller shall waive part of the Post-Closing Forecast Inventory Payment due from Buyer by an amount equal to the Post-Closing Adjustmentwithin two (2) business days after determination thereof, and, in the event the Post-Closing Adjustment exceeds the amount waived by Seller in relation to the Post-Closing Forecast Inventory Payment, pay to Buyer and amount equal to the difference between the amount waived in relation to the Post-Closing Forecast Inventory Payment and the amount of such excess; provided that if the Post-Closing AdjustmentActual Sprintank Fixed Asset Amount is less than $12,430,217, the Purchaser shall be entitled to receive from the Holdback, within two (2) business days after the determination thereof, the amount of such shortfall (provided, however, that if the Holdback is less than the amount of such shortfall, the Seller shall pay to the Purchaser, within two (2) business days after the determination of the Actual Sprintank Fixed Asset Amount, the amount by which the Holdback is less than the amount of such shortfall) by wire transfer or delivery of other immediately available funds. Such payment shall be deemed to be an adjustment to the Sprintank Purchase Price. (ii) Except as otherwise If the Actual Sprintank Prepaid Expenses Amount is greater than $64,441, the Purchaser shall pay to the Seller, within two (2) business days after determination thereof, the amount of such excess; provided hereinthat if the Actual Sprintank Prepaid Expenses Amount is less than $64,441, any payment the Purchaser shall be entitled to receive from the Holdback, within two (2) business days after the determination thereof, the amount of such shortfall (provided, however, that if the Holdback is less than the amount of such shortfall, the Seller shall pay to the Purchaser, within two (2) business days after the determination of the Post-Closing AdjustmentActual Sprintank Prepaid Expenses Amount, together with interest calculated as set forth below, shall (Athe amount by which the Holdback is less than the amount of such shortfall) be due within five (5) Business Days of Seller’s acceptance of the Closing Inventory Value Statement or, if there are Disputed Amounts (defined below), then within five (5) Business Days of the resolution described in Section 2.06(e)(ii) or Section 2.06(e)(v) below; and (B) be paid by wire transfer or delivery of other immediately available funds funds. Such payment shall be deemed to such account as be an adjustment to the Sprintank Purchase Price. (iii) If the Actual Sprintank Inventory Amount is directed by Seller or Buyerless than $200,000, as the case may be. The Purchaser shall be entitled to receive from the Holdback, within two (2) business days after the determination thereof, the amount of any Post-Closing Adjustment such shortfall (provided, however, that if the Holdback is less than the amount of such shortfall, the Seller shall bear interest from and including the Closing Date to and including the date of payment at a rate per annum equal pay to the prime rate published in Purchaser, within two (2) business days after the Wall Street Journaldetermination of the Actual Sprintank Inventory Amount, plus 5%the amount by which the Holdback is less than the amount of such shortfall) by wire transfer or delivery of other immediately available funds. Such interest payment shall be calculated daily on deemed to be an adjustment to the basis of a 365 day year and the actual number of days elapsedSprintank Purchase Price.

Post-Closing Adjustment. (a) As promptly as practicable after the Closing, but in any event within seventy-five (75) days after the Closing Date, Purchaser will prepare and deliver to Seller Parent a statement (the “Post-Closing Statement”) setting forth Purchaser’s calculation of (i) Subject Net Working Capital, (ii)(A) the amount (if any) by which Net Working Capital is greater than Target Net Working Capital (the “Net Working Capital Surplus” or (B) the amount (if any) by which Net Working Capital is less than Target Net Working Capital (the “Net Working Capital Deficiency”) (such amount in subsections (ii)(A) or (ii)(B), the “NWC Adjustment”), (iii)(A) the amount (if any) by which Indebtedness of the Acquired Companies at Closing is greater than Estimated Indebtedness or (B) the amount (if any) by which Indebtedness of the Acquired Companies at Closing is less than Estimated Indebtedness (such amount in subsections (iii)(A) or (iii)(B), the “Indebtedness Adjustment”), (iv)(A) the amount (if any) by which Cash held by the Acquired Companies at Closing is greater than Estimated Cash or (B) the amount (if any) by which Cash held by the Acquired Companies at Closing is less than Estimated Cash (such amount in subsections (iv)(A) or (iv)(B), the “Cash Adjustment”) and (v) based on such calculations, Purchaser’s calculation of any adjustment to the dispute resolution provisions of Section 2.06(e) below, Estimated Closing Payment to arrive at the "Final Closing Payment (the “Post-Closing Adjustment" shall be an amount equal to ”) and the Closing Inventory Value minus the Estimated Inventory Value. If Purchase Price. (b) Seller Parent may, within thirty (30) days after delivery of the Post-Closing Statement (the “Seller Notice Period”), deliver a notice to Purchaser (i) disagreeing with the calculations in the Post-Closing Statement and setting forth Seller Parent’s calculation of the Net Working Capital, the NWC Adjustment, the Indebtedness Adjustment, the Cash Adjustment, the Purchase Price and any Post-Closing Adjustment is or (ii) describing the failure of Purchaser to comply with its obligations under Section 1.3(a) which has resulted in Seller Parent’s inability to determine its agreement or disagreement with the Post-Closing Statement (each such notice in (i) or (ii), a positive number“Notice of Disagreement”). If Seller Parent does not deliver a Notice of Disagreement within the Seller Notice Period, Buyer shall pay then Seller Parent will be deemed to Seller an amount equal have agreed to the Post-Closing Statement and the computation of the Purchase Price and Post-Closing Adjustment set forth therein will be final, conclusive and binding on the parties for all purposes hereunder. If Seller Parent delivers a Notice of Disagreement within the Seller Notice Period, Seller Parent shall be deemed to have agreed with all amounts and items contained or reflected in the Post-Closing Statement to the extent such amounts or items are not disputed in the Notice of Disagreement and all such undisputed amounts will be final, conclusive and binding on the parties for purposes of this Section 1.3. (c) If Seller Parent delivers a Notice of Disagreement within the Seller Notice Period, Purchaser and Seller Parent, during the thirty (30) days following such delivery, will use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the final Purchase Price and Post-Closing Adjustment. If the parties so resolve all disputes, the computation of the Purchase Price and Post-Closing Adjustment is agreed upon by the parties will be final, conclusive and binding on the parties for purposes of this Section 1.3. (d) If Seller Parent delivers a negative numberNotice of Disagreement within the Seller Notice Period, and Purchaser and Seller shall waive part Parent are unable to reach an agreement on the disputed items or amounts within the thirty (30)-day period described in Section 1.3(c), the parties will engage an independent accountant to be agreed upon by Purchaser and Seller Parent (the “Independent Accountant”), to review this Agreement and the disputed items or amounts for the purpose of calculating the final Purchase Price and Post-Closing Adjustment (it being understood that, in making such calculation, the Independent Accountant will function as an expert and not as an arbitrator). In making its calculation of the final Purchase Price and Post-Closing Adjustment, the Independent Accountant (A) will apply the accounting and related standards contemplated by the definitions in this Agreement, including the definitions of “Net Working Capital,” “NWC Adjustment”, “Indebtedness Adjustment” and “Cash Adjustment,” (B) will consider only those items or amounts in the Post-Closing Statement as to which Seller Parent identifies in the Notice of Disagreement and any amounts that are directly impacted thereby and (C) will not assign a value to any item in dispute greater than the greatest value for such item assigned by Purchaser or Seller Parent or less than the smallest value for such item assigned by Purchaser or Seller Parent. The Independent Accountant will deliver to Purchaser and Seller Parent, as promptly as practicable (but in any event within forty-five (45) days after the date of engagement of the Independent Accountant), a report setting forth its calculation of the final Purchase Price and Post-Closing Adjustment. The Independent Accountant’s calculation of the final Purchase Price and Post-Closing Adjustment will be final, conclusive and binding on the parties for all purposes hereunder. The fees, costs, and expenses of the Independent Accountant’s review and report will be allocated to and borne (i) by Purchaser if the difference between the Final Post-Closing Adjustment and the calculation of the Post-Closing Forecast Inventory Adjustment set forth in the Post-Closing Statement is greater than the difference between the Final Post-Closing Adjustment and the calculation of the Post-Closing Adjustment set forth in the Notice of Disagreement, (ii) by Seller Parent if the first such difference is less than the second such difference and (iii) otherwise equally by Purchaser and Seller Parent. (e) The Final Closing Payment due from Buyer determined in accordance with Section 1.3(b), (c) and (d) shall be final, conclusive and binding for purposes of this Section 1.3. The Post-Closing Adjustment determined in accordance with Section 1.3(b), (c) and (d) (the “Final Post-Closing Adjustment”) shall be final, conclusive and binding for purposes of this Section 1.3. (f) If the Final Closing Payment is greater than the Estimated Closing Payment, Purchaser will promptly, and in no event later than three (3) Business Days after determination of the Final Closing Payment and the Final Post-Closing Adjustment in accordance with this Section 1.3, pay to Seller Parent (or such Seller Parent Subsidiaries designated by Seller Parent) an amount equal to the Final Post-Closing Adjustment, and, in the event the Post-Closing Adjustment exceeds the amount waived by Seller in relation to the Post-Closing Forecast Inventory Payment, pay to Buyer and amount equal to the difference between the amount waived in relation to the Post-Closing Forecast Inventory Payment and the amount of the Post-Closing Adjustment. (ii) Except as otherwise provided herein, any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, shall (A) be due within five (5) Business Days of Seller’s acceptance of the Closing Inventory Value Statement or, if there are Disputed Amounts (defined below), then within five (5) Business Days of the resolution described in Section 2.06(e)(ii) or Section 2.06(e)(v) below; and (B) be paid by wire transfer of immediately available funds to such account as the Seller Accounts. (g) If the Final Closing Payment is directed by less than the Estimated Closing Payment, Seller or BuyerParent will promptly, as and in no event later than three (3) Business Days after determination of the case may be. The amount of any Final Closing Payment and the Final Post-Closing Adjustment shall bear interest from and including the Closing Date in accordance with this Section 1.3, pay (or cause to and including the date of payment at a rate per annum be paid) to Purchaser an amount equal to the prime rate published in the Wall Street JournalFinal Post-Closing Adjustment, plus 5%. Such interest shall be calculated daily on the basis by wire transfer of a 365 day year and the actual number of days elapsedimmediately available funds to an account specified by Purchaser.

Post-Closing Adjustment. (i) Subject If the Estimated Net Working Capital equals the Final Net Working Capital, then no adjustment shall be made to the dispute resolution provisions of Section 2.06(e) below, the "Post-Closing Adjustment" Adjusted Purchase Price and no payment shall be an amount equal to the Closing Inventory Value minus the Estimated Inventory Value. If the Post-Closing Adjustment is a positive number, made by either Buyer shall pay to Seller an amount equal to the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative number, Seller shall waive part of the Post-Closing Forecast Inventory Payment due from Buyer by an amount equal to the Post-Closing Adjustment, and, in the event the Post-Closing Adjustment exceeds the amount waived by Seller in relation to the Post-Closing Forecast Inventory Payment, pay to Buyer and amount equal to the difference between the amount waived in relation to the Post-Closing Forecast Inventory Payment and the amount of the Post-Closing Adjustmentor Sellers’ Representative under this Section 1.3. (ii) Except If the Estimated Net Working Capital is less than the Final Net Working Capital (the amount of such shortfall being referred to herein as otherwise provided herein, any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, shall (A) be due within five (5) Business Days of Seller’s acceptance of the Closing Inventory Value Statement or, if there are Disputed Amounts (defined below“Underpayment Amount“), then within five (5) Business Days the Adjusted Purchase Price shall be increased by the amount of the resolution described in Section 2.06(e)(ii) or Section 2.06(e)(v) below; Underpayment Amount and (B) be paid the Buyer shall pay to the Sellers’ Representative for further distribution to the Sellers and Optionholders the Underpayment Amount by wire transfer of immediately available funds within five business days following the Final Determination Date; provided, however, that Buyer shall not be obligated to make any such account as payment only in the event that the Underpayment Amount is directed by Seller less than $100,000 (the “Minimum Adjustment Amount“). If the Underpayment Amount is equal to or Buyergreater than the Minimum Adjustment Amount, Buyer shall be obligated to make such payment without reduction for the Minimum Adjustment Amount. (iii) If the Estimated Net Working Capital is greater than the Final Net Working Capital (the amount of such excess being referred to herein as the case may be. The “Overpayment Amount“), then the Adjusted Purchase Price shall be decreased by the amount of any Post-Closing Adjustment the Overpayment Amount and the Buyer and the Sellers’ Representative shall bear interest from and including jointly instruct the Closing Date Escrow Agent to and including the date of payment at a rate per annum equal pay to the prime rate published in Buyer from the Wall Street Journal, plus 5%. Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsed.General Indemnification

Post-Closing Adjustment. (i) Subject to the dispute resolution provisions of Section 2.06(e) below, the "Post-Closing Adjustment" shall be an amount equal to the Closing Inventory Value minus the Estimated Inventory Value. If the Post-Closing Adjustment is a positive numberamount, Buyer shall pay to Seller an amount equal to the Post-Closing AdjustmentAdjustment to Seller. If the Post-Closing Adjustment is a negative numberamount, Seller shall waive part repay an amount equal to the absolute value of the Post-Closing Forecast Inventory Payment Adjustment to Buyer. Any payment due from Buyer by an amount equal to the Post-Closing Adjustment, and, in the event the Post-Closing Adjustment exceeds the amount waived by Seller in relation to the Post-Closing Forecast Inventory Payment, pay to Buyer and amount equal to the difference between the amount waived in relation to the Post-Closing Forecast Inventory Payment and the amount of the Post-Closing Adjustment. (ii) Except as otherwise provided herein, any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, under this Section 3.05 shall (A) be due within five (5) Business Days of Seller’s acceptance of the Closing Inventory Value Statement or, if there are Disputed Amounts (defined below), then within five (5) Business Days of the resolution described in Section 2.06(e)(ii) or Section 2.06(e)(v) below; and (B) be paid by wire transfer of immediately available funds to such a bank account as is directed designated by Seller or a bank account designated by Buyer, as applicable, within five (5) Business Days after the case may bedate on which the Final Closing Statement becomes conclusive and binding on the Parties in accordance with the provisions of Section 3.04, and, if not paid within such period, shall bear interest at the Interest Rate. The All computations of interest shall be made in accordance with Section 13.17. Notwithstanding anything herein to the contrary, Buyer and Seller agree that (a) if the estimated amount of any Liabilities under the Taiwan Labor Standards Act Retirement Plan and Taiwan Supplementary Pension Plan arising with respect to Active Participants as of the Effective Time (as such amount is mutually agreed in good faith after Closing by Buyer and Seller) (the “Trued-Up Taiwan Pension Amount”) is less than $954,000, either (x) the amount of the Post-Closing Adjustment shall bear interest from and including the Closing Date to and including the date of payment at a rate per annum equal be paid to the prime rate published in the Wall Street Journal, plus 5%. Such interest Seller shall be calculated daily on increased (if the basis Post-Closing Adjustment is a positive amount) or (y) the amount of the Post-Closing Adjustment to be paid to Buyer shall be decreased (if the Post-Closing Adjustment is a 365 day year negative amount), as applicable, by the amount by which the Trued-Up Taiwan Pension Amount is less than $954,000 and (b) if the actual number Trued-Up Taiwan Pension Amount is higher than $954,000, either (x) the amount of days elapsedthe Post-Closing Adjustment to be paid to Seller shall be decreased (if the Post-Closing Adjustment is a positive amount) or (y) the amount of the Post-Closing Adjustment to be paid to Buyer shall be increased (if the Post-Closing Adjustment is a negative amount), as applicable, by the amount by which the Trued-Up Taiwan Pension Amount is higher than $954,000.

Post-Closing Adjustment. (ia) Subject to If the dispute resolution provisions Net Working Capital as of Section 2.06(e) below, the "Post-Closing Adjustment" shall be an amount equal to the Closing Inventory Value minus Date as conclusively determined as provided in Section 3.5 (such conclusive determination is referred to herein as "Certified Net Working Capital"), is less than $6,180,000, then Sellers cause the Estimated Inventory Value. If the Post-Closing Adjustment is a positive number, amount of such deficiency to be paid to Buyer shall pay to Seller an amount equal to the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative number, Seller shall waive part out of the Post-Closing Forecast Inventory Payment due from Purchase Price Escrow Amount. The parties acknowledge that $700,000 was used as the Unfunded Pension Liability amount in computing the Net Working Capital base amount of $6,180,000 for purposes of this Section as Buyer by an is assuming that amount equal to of Unfunded Pension Liability as of the Post-Closing Adjustment, and, Closing. The Unfunded Pension Liability is reflected in accounts 1▇▇▇▇▇▇▇ and 1▇▇▇▇▇▇▇ on Schedule 3.5. In the event that the Post-Closing Adjustment exceeds the amount waived by Seller in relation to the Post-Closing Forecast Inventory Payment, pay to Buyer and amount equal to the difference between the amount waived in relation to the Post-Closing Forecast Inventory Payment and Purchase Price Escrow Amount is less than the amount of the Post-Closing Adjustment. adjustment, if any, payable to Buyer under this Section 3.6(a), Sellers shall pay or cause to be paid, to Buyer the amount of such deficiency. The positive remainder, if any, of (i) the Purchase Price Escrow Amount plus any net accrued interest earned on the Purchase Price Escrow Amount, less (ii) Except as otherwise provided herein, any payment the amount of the Post-Closing Adjustmentadjustment, together with interest calculated as set forth belowif any paid to Buyer out of the Purchase Price Adjustment Escrow under this Section 3.6(a), shall (Abe paid to Sellers. In the event that no amount is payable to Buyer under this Section 3.6(a), then the entire Purchase Price Escrow Amount, plus all net accrued interest earned thereon, shall be paid to Sellers. If the Certified Net Working Capital is greater than $6,180,000, then Buyer shall pay, or cause to be paid, to Sellers the amount of such excess. Any payment pursuant to this Section 3.6(a) shall be due made within five (5) Business Days business days following the determination of Seller’s acceptance Certified Net Working Capital (such fifth business day, the "Due Date"). Any payment not made by the Due Date therefor shall bear interest from the Due Date at the rate of six percent (6%) per annum. Any amount payable to Buyer under this Section 3.6(a) shall be paid, first, out of the Closing Inventory Value Statement or, if there are Disputed Amounts Purchase Price Adjustment Escrow. Buyer and Sellers shall give instructions to the escrow agent consistent with the provisions of this paragraph. (defined below), then within five (5b) Business Days of the resolution described in Payments made pursuant to this Section 2.06(e)(ii) or Section 2.06(e)(v) below; and (B) 3.6 shall be paid made by wire transfer of immediately available funds to an account designated by the party receiving such account as is directed by Seller or Buyer, as the case may be. The amount of any Post-Closing Adjustment shall bear interest from and including the Closing Date to and including the date of payment at a rate per annum equal to the prime rate published in the Wall Street Journal, plus 5%. Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsedpayment.

Post-Closing Adjustment. (a) No later than ninety (90) days following the Closing Date, Buyer shall deliver to Sellers a written statement (the “Post-Closing Statement”) setting forth Buyer’s good faith determination of (i) Subject the Total Actual Revenue and (ii) the outstanding amounts of CABS A/R and Subscriber A/R as of the last day of the calendar month ending immediately prior to the dispute resolution provisions Benchmark Date. Within fifteen (15) days of Section 2.06(e) below, Sellers’ receipt of the "Post-Closing Adjustment" Statement, Sellers must notify Buyer in writing if they object to any of the amounts or calculations in the Post-Closing Statement and identify the objectionable amounts or calculations in their written notice to Buyer. Buyer and Sellers shall cooperate in a diligent good faith manner to resolve such objections as soon as possible after Buyer’s receipt of Sellers’ objections, but not later than the earlier of (iii) December 15, 2013, or (iv) one hundred twenty (120) days from the Closing Date, and the Post-Closing Statement shall be adjusted to reflect any changes agreed to by Buyer and Sellers. (b) The “Buyer Adjustments” shall be an amount equal to (i) the product of (A) the Base Purchase Price and (B) (1) the amount by which the sum of the Total Actual Revenue set forth on the Closing Inventory Value minus Statement exceeds the Estimated Inventory Value. If Total Actual Revenue set forth on the Post-Closing Adjustment is a positive numberStatement, Buyer shall pay to Seller an if any, divided by (2) $15,900,000, plus (ii) the amount equal to by which the sum of the current and 30-day CABS A/R and Subscriber A/R set forth on the Closing Statement exceeds the sum of the current and 30-day CABS A/R and Subscriber A/R set forth on the Post-Closing AdjustmentStatement, if any. If In the event of any Buyer Adjustments, Sellers and Buyer shall jointly direct the Escrow Agent to release such amount to Buyer from the Escrow Account. In no event shall the Buyer Adjustments exceed the Escrow Amount. In addition, there shall be no Buyer Adjustments unless the Total Actual Revenue set forth on the Post-Closing Adjustment Statement is a negative numberless than $15,900,000. (c) To the extent that Sellers receive any credit or refund relating to Pre-Paid Expenses or payments under any of the Acquired Assets (relating to the time period subsequent to Closing), Seller Sellers shall waive part refund to Buyer such amounts and these shall be reflected as an additional credit to Buyer. (d) For purposes of this Section 3.4, references to Total Actual Revenue shall not include any Revenue related to Subscriber Accounts that are more than forty-five (45) days past due from the invoice due date (unless related to the accounts listed in Exhibit A). (e) Buyer and Sellers agree that the Post-Closing Forecast Inventory Payment due from Buyer by an amount equal to Adjustments provided in this Section 3.4 will be handled contemporaneously with the Post-Closing AdjustmentClosing, and, and the provisions of Section 3.4(a) and (b) will have no application in the event that at least forty-five (45) days prior to the Post-Closing Adjustment exceeds Date, Sellers have provided to Buyer all financial and customer data for the amount waived three full calendar months immediately preceding the Benchmark Date. Buyer and Seller agree that Future Revenue shall be delivered by Seller in relation to with the Post-Closing Forecast Inventory Payment, pay to Buyer and amount equal to the difference between the amount waived in relation to the Post-Closing Forecast Inventory Payment and the amount of the Post-Closing AdjustmentStatement. (iif) Except as otherwise provided herein, any payment Within 30 days of the Post-agreement between Buyer and Seller on the Post Closing Adjustmentadjustments as outlined in Section 3.4(e), together with interest calculated as set forth below, shall (A) be due within five (5) Business Days of Seller’s acceptance Buyer will provide an allocation of the Closing Inventory Value Statement or, if there are Disputed Amounts (defined below), then within five (5) Business Days Purchase Price based on an independent valuation of the resolution described in Section 2.06(e)(ii) or Section 2.06(e)(v) below; acquired assets. Buyer and (B) be paid by wire transfer Seller agree to use the results of immediately available funds to such account as is directed by Seller or Buyer, the independent valuation as the case basis for any reporting that may be. The amount of any Post-Closing Adjustment shall bear interest from and including be required under the Closing Date to and including the date of payment at a rate per annum equal to the prime rate published in the Wall Street Journal, plus 5%. Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsedCode or applicable Treasury regulations.

Post-Closing Adjustment. Within five (5) Business Days after the earlier to occur of (x) the expiration of the Closing Statement Review Period, if no Closing Statement Objection Notice is delivered by Seller to Buyer by such date, and (y) the final resolution of all disputes properly and timely asserted by Seller regarding the Closing Statement pursuant to Section 2.2(c) above: (i) Subject to the dispute resolution provisions of Section 2.06(e) below, the "Post-Closing Adjustment" shall be an amount equal to the Closing Inventory Value minus if the Estimated Inventory Value. If the Post-Closing Payment Adjustment is a positive number, then (1) Buyer shall pay to Seller an amount equal to the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative number, Seller shall waive part of the Post-Closing Forecast Inventory Payment due from Buyer by an amount equal to the Post-Closing Adjustment, and, in the event the Post-Closing Adjustment exceeds the amount waived by Seller in relation to the Post-Closing Forecast Inventory Payment, pay to Buyer and amount equal to the difference between the amount waived in relation to the Post-Closing Forecast Inventory Payment and the aggregate amount of the Post-Closing Adjustment. (ii) Except as otherwise provided herein, any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, shall (A) be due within five (5) Business Days of Seller’s acceptance of the Closing Inventory Value Statement or, if there are Disputed Amounts (defined below), then within five (5) Business Days of the resolution described in Section 2.06(e)(ii) or Section 2.06(e)(v) below; and (B) be paid Estimated Payment Adjustment by wire transfer of immediately available funds to such an account as is directed or accounts designated in advance by Seller and (2) Buyer and Seller shall direct the Escrow Agent in writing to disburse the Adjustment Escrow Amount to Seller by wire transfer of immediately available funds to an account or Buyeraccounts designated in advance by Seller; (ii) if the Estimated Payment Adjustment is a negative number, as then Buyer and Seller shall direct the case may be. The Escrow Agent in writing to disburse (1) an amount of any Post-Closing Adjustment shall bear interest from and including the Closing Date to and including the date of payment at a rate per annum equal to the prime rate published Estimated Payment Adjustment from the Adjustment Escrow Amount to Buyer by wire transfer of immediately available funds to an account or accounts designated in advance by Buyer and (2) the Wall Street Journalremainder of the Adjustment Escrow Amount, plus 5%. Such interest if any, to Seller by wire transfer of immediately available funds to an account or accounts designated in advance by Seller, provided, that if the Adjustment Escrow Amount is insufficient to satisfy any Estimated Payment Adjustment due and owing to Buyer (an “Adjustment Shortfall”), then Seller shall pay to Buyer by wire transfer of immediately available funds to an account or accounts designated in advance by Buyer the Adjustment Shortfall; and (iii) if the Estimated Payment Adjustment is equal to Zero Dollars ($0.00), then no payment shall be calculated daily on due by either Buyer or Seller under this Section 2.2(d) and Buyer and Seller shall direct the basis Escrow Agent in writing to disburse the Adjustment Escrow Amount to Seller by wire transfer of a 365 day year and the actual number of days elapsedimmediately available funds to an account or accounts designated in advance by Seller.