Common use of Post-Closing Payment Clause in Contracts

Post-Closing Payment. (a) As promptly as practicable, and in any event not later than sixty (60) days after the Closing Date, Purchaser shall prepare and deliver to the Seller Representative a written statement (the “Adjustment Amount Statement”) setting forth Purchaser’s calculation of the Adjustment Amount as of the Closing Date and, based thereon, a statement of Purchaser’s calculation of the Post-Closing Payment. The Adjustment Amount Statement shall (i) with respect to the Net Cash Balance calculation and the Net Working Capital Shortfall calculation, be prepared in accordance with U.S. GAAP applied on a basis consistent with the preparation of the Financial Statements and (ii) be certified by a financial officer of the Company. (b) Purchaser shall give, and shall exercise the voting, governance and contractual powers available to it to cause the Company and the Company Subsidiaries to give, the Seller Representative and its representatives reasonable access during normal business hours to such employees, officers, facilities and such books and records of the Company and the Company Subsidiaries, as is reasonably necessary to allow the Seller Representative and its representatives to review the Adjustment Amount Statement. (c) The Seller Representative may, in good faith, dispute the Adjustment Amount Statement by delivery of written notice thereof (an “Adjustment Notice”) to Purchaser within thirty (30) days following receipt by the Seller Representative of the Adjustment Amount Statement. The Adjustment Notice shall set forth in reasonable detail all items disputed by the Seller Representative, together with the Seller Representative’s proposed changes thereto, including an explanation in reasonable detail of the basis on which the Seller Representative proposes such changes. If (i) by written notice to Purchaser, the Seller Representative accepts the Adjustment Amount Statement or (ii) the Seller Representative fails to deliver an Adjustment Notice within the prescribed thirty (30)-day period (which failure shall result in the Seller Representative and Sellers being deemed to have agreed to the Adjustment Amount Statement delivered by Purchaser), the Adjustment Amount Statement delivered by Purchaser shall become final and binding on the Seller Representative, Sellers and Purchaser as of the date on which the earlier of the foregoing events occurs. (d) If the Seller Representative has timely delivered an Adjustment Notice, then Purchaser and the Seller Representative shall attempt to reach agreement on the matters identified in the Adjustment Notice. If, by the thirtieth (30th) day following Purchaser’s receipt of the Adjustment Notice, Purchaser and the Seller Representative have not agreed in writing to the resolution of the matters identified in the Adjustment Notice, then such matters shall be submitted to an independent accounting firm as may be agreed by the Seller Representative and Purchaser (the “Independent Accountants”) for resolution. Each of Sellers and Purchaser agree that it shall not engage, directly or indirectly, or agree to engage, the Independent Accountants to perform any services other than as the Independent Accountants pursuant hereto until the Adjustment Amount Statement and items thereon have been finally determined pursuant to this Section 2.6(d). Each of the Seller Representative and Purchaser agrees to execute, if requested by the Independent Accountants, a reasonable engagement letter. Purchaser and the Seller Representative shall instruct the Independent Accountants to review this Agreement and the disputed items or amounts for the purpose of calculating the Adjustment Amount and the Post-Closing Payment. In making such calculation, the Independent Accountants shall consider only those items or amounts in the Adjustment Amount Statement and Purchaser’s calculation of the Adjustment Amount and the Post-Closing Payment as to which the Seller Representative has disagreed in the Adjustment Notice. The Independent Accountants shall deliver to Purchaser and the Seller Representative, as promptly as practicable (but in any case no later than thirty (30) days from the date of engagement of the Independent Accountants), a report setting forth such calculation and the Adjustment Amount Statement shall be deemed to be amended to reflect the calculation of the Adjustment Amount and the Post-Closing Payment as determined by the Independent Accountants and shall be deemed the “Final Adjustment Amount Statement.” The scope of the disputes to be resolved by the Independent Accountants is limited to whether the amounts set forth on the line items on the Adjustment Amount Statement were obtained from and in accordance with the books and records of the Company and the Company Subsidiaries and are in accordance with U.S. GAAP applied on a basis consistent with prior periods and in conformity with the principles used by the Company in the preparation of its Financial Statements, and whether there were mathematical errors in the Adjustment Amount Statement, in each case, to the extent related to the unresolved items set forth in the Adjustment Notice, and the Independent Accountants are not to make any other determination. Purchaser shall, and shall exercise the voting, governance and contractual powers available to it to cause the Company and the Company Subsidiaries to, furnish or cause to be furnished to the Independent Accountants access to such employees, officers, and facilities and such books and records relating to the disputed items as the Independent Accountants may reasonably request. The fees and expenses of the Independent Accountants shall be borne fifty percent (50%) by Sellers (allocated among Sellers according to their respective Proportional Shares), on the one hand, and fifty percent (50%) by Purchaser, on the other hand. The Final Adjustment Amount Statement (including the calculation of the Post-Closing Payment thereon) as determined by the Independent Accountants shall be final, non-appealable and binding upon Purchaser, the Seller Representative and Sellers. The Independent Accountants shall act as an expert, not as an arbitrator. (e) If the Post-Closing Payment is a negative amount, then Purchaser shall pay to each Seller an amount in cash equal to such Seller’s Proportional Share of the Post-Closing Payment plus interest on such amount from (and including) the Closing Date to (but excluding) the date of payment at the Specified Rate. If the Post-Closing Payment is a positive amount, then Sellers shall collectively pay to Purchaser an amount in cash equal to the Post-Closing Payment (allocated among Sellers according to their respective Proportional Shares) plus interest on such amount from (and including) the Closing Date to (but excluding) the date of payment at the Specified Rate. Each payment (if any) required by this Section 2.6(e) shall be made within five (5) Business Days following the date the Post-Closing Payment is deemed to be finally determined pursuant to this Section 2.6. All payments required to be made pursuant to this Section 2.6 shall be made by wire transfer of immediately available funds.

Post-Closing Payment. Following the Closing, a payment may be required to be paid by Purchaser to Holdings, or by Holdings to Purchaser, as provided in this Section 2.04. (a) As promptly as reasonably practicable, and in any event not but no later than sixty (60) 60 days after immediately following the Closing Date, Purchaser Parent shall prepare and deliver to the Seller Representative Purchaser a written statement notice (the “Adjustment Amount StatementProposed Post-Closing Payment Notice”) setting forth Purchaser’s calculation the determination made by Parent of the Adjustment proposed Purchase Price and the proposed Post-Closing Payment Amount required as a result of Parent’s determination. Prior to and following delivery of the Proposed Post-Closing Payment Notice, each party shall provide the other party and its respective Representatives with such access to the applicable personnel, books, records, information, materials and data of the Companies, Parent, Holdings, and Purchaser, as applicable, and their respective Affiliates as reasonably requested by each party, for the purposes of allowing the other party to determine, and verify the accuracy of the determination of, the calculations in the Proposed Post-Closing Payment Notice, including, with respect to Purchaser, for the purpose of conducting an audit of the Closing Date and, based thereon, a statement of Purchaser’s calculation Inventory Cost (which may occur prior to receipt of the Parent Proposed Post-Closing PaymentPayment Notice). The Adjustment Amount Statement Each party shall (i) with respect to the Net Cash Balance calculation and the Net Working Capital Shortfall calculation, be prepared in accordance with U.S. GAAP applied on a basis consistent cooperate with the preparation other party to assist in their respective review of the Financial Statements Proposed Post-Closing Payment Notice, and, if requested by either party, the other party and (ii) be certified by a financial officer of its Representatives shall meet in person with the Companyrequesting party to discuss the Proposed Post-Closing Payment Notice. (b) The Proposed Post-Closing Payment Notice shall become final and binding upon the parties on the 60th day following delivery thereof unless Purchaser shall give, and shall exercise the voting, governance and contractual powers available provides written notice of its disagreement (a “Notice of Disagreement”) to it to cause the Company and the Company Subsidiaries to give, the Seller Representative and its representatives reasonable access during normal business hours Parent prior to such employees, officers, facilities and such books and records date. Any Notice of Disagreement shall specify in reasonable detail the Company and the Company Subsidiaries, as is reasonably necessary to allow the Seller Representative and its representatives to review the Adjustment Amount Statementnature of any disagreement so asserted. (c) The Seller Representative may, in good faith, dispute the Adjustment Amount Statement If a Notice of Disagreement is received by delivery of written notice thereof (an “Adjustment Notice”) to Purchaser within thirty (30) days following receipt by the Seller Representative of the Adjustment Amount Statement. The Adjustment Notice shall set forth in reasonable detail all items disputed by the Seller Representative, together with the Seller Representative’s proposed changes thereto, including an explanation in reasonable detail of the basis on which the Seller Representative proposes such changes. If (i) by written notice to Purchaser, the Seller Representative accepts the Adjustment Amount Statement or (ii) the Seller Representative fails to deliver an Adjustment Notice Parent within the prescribed thirty (30)-day 60-day period (which failure shall result referred to in the Seller Representative and Sellers being deemed to have agreed to the Adjustment Amount Statement delivered by PurchaserSection 2.04(b), then the Adjustment Amount Statement delivered by Purchaser Proposed Post-Closing Payment Notice (as revised in accordance with this sentence) shall become final and binding upon the parties on the Seller Representative, Sellers and Purchaser as of the date on which the earlier of (i) the foregoing events occurs. date Parent and Purchaser resolve in writing all differences they have with respect to the matters specified in the Notice of Disagreement and (dii) the date all disputed matters are finally resolved in writing by the Accounting Firm. During the 14-day period following the timely delivery of a Notice of Disagreement, Parent and Purchaser shall negotiate in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. If the Seller Representative has timely delivered an Adjustment Noticethere is no resolution as to any matter within such 14-day period, then within five Business Days after the end of such 14-day period, Parent and Purchaser and the Seller Representative shall attempt to reach agreement on the matters identified in the Adjustment Notice. If, by the thirtieth (30th) day following Purchaser’s receipt of the Adjustment Notice, Purchaser and the Seller Representative have not agreed in writing submit to the resolution of the matters identified in the Adjustment NoticeAccounting Firm for arbitration, then such matters shall be submitted to an independent accounting firm as may be agreed by the Seller Representative and Purchaser (the “Independent Accountants”) for resolution. Each of Sellers and Purchaser agree that it shall not engage, directly or indirectly, or agree to engage, the Independent Accountants to perform any services other than as the Independent Accountants pursuant hereto until the Adjustment Amount Statement and items thereon have been finally determined pursuant to this Section 2.6(d). Each of the Seller Representative and Purchaser agrees to execute, if requested by the Independent Accountants, a reasonable engagement letter. Purchaser and the Seller Representative shall instruct the Independent Accountants to review this Agreement and the disputed items or amounts for the purpose of calculating the Adjustment Amount and the Post-Closing Payment. In making such calculation, the Independent Accountants shall consider only those items or amounts in the Adjustment Amount Statement and Purchaser’s calculation of the Adjustment Amount and the Post-Closing Payment as to which the Seller Representative has disagreed in the Adjustment Notice. The Independent Accountants shall deliver to Purchaser and the Seller Representative, as promptly as practicable (but in any case no later than thirty (30) days from the date of engagement of the Independent Accountants), a report setting forth such calculation and the Adjustment Amount Statement shall be deemed to be amended to reflect the calculation of the Adjustment Amount and the Post-Closing Payment as determined by the Independent Accountants and shall be deemed the “Final Adjustment Amount Statement.” The scope of the disputes to be resolved by the Independent Accountants is limited to whether the amounts set forth on the line items on the Adjustment Amount Statement were obtained from and in accordance with the books and records of the Company and the Company Subsidiaries and are in accordance with U.S. GAAP applied on a basis consistent with prior periods and in conformity with the principles used by the Company in the preparation of its Financial Statements, and whether there were mathematical errors in the Adjustment Amount Statement, in each case, to the extent related to the unresolved items standards set forth in the Adjustment Notice, and the Independent Accountants are not to make any other determination. Purchaser shall, and shall exercise the voting, governance and contractual powers available to it to cause the Company and the Company Subsidiaries to, furnish or cause to be furnished to the Independent Accountants access to such employees, officers, and facilities and such books and records relating to the disputed items as the Independent Accountants may reasonably request. The fees and expenses of the Independent Accountants shall be borne fifty percent (50%) by Sellers (allocated among Sellers according to their respective Proportional Shares), on the one hand, and fifty percent (50%) by Purchaser, on the other hand. The Final Adjustment Amount Statement (including the calculation of the Post-Closing Payment thereon) as determined by the Independent Accountants shall be final, non-appealable and binding upon Purchaser, the Seller Representative and Sellers. The Independent Accountants shall act as an expert, not as an arbitrator. (e) If the Post-Closing Payment is a negative amount, then Purchaser shall pay to each Seller an amount in cash equal to such Seller’s Proportional Share of the Post-Closing Payment plus interest on such amount from (and including) the Closing Date to (but excluding) the date of payment at the Specified Rate. If the Post-Closing Payment is a positive amount, then Sellers shall collectively pay to Purchaser an amount in cash equal to the Post-Closing Payment (allocated among Sellers according to their respective Proportional Shares) plus interest on such amount from (and including) the Closing Date to (but excluding) the date of payment at the Specified Rate. Each payment (if any) required by this Section 2.6(e) shall be made within five (5) Business Days following the date the Post-Closing Payment is deemed to be finally determined pursuant to this Section 2.6. All payments required to be made pursuant to this Section 2.6 shall be made by wire transfer of immediately available funds.this

Post-Closing Payment. (a) As promptly as practicable, and in any event not but no later than sixty (60) 60 days after the second anniversary of the Closing Date, Purchaser shall prepare will cause to be prepared and deliver delivered to the Seller Representative Parent a written statement (the “Adjustment Amount Statement”) certificate of Purchaser setting forth Purchaser’s calculation of the Adjustment Amount as Post Closing Payment Amount. Within 15 days following the delivery of the certificate, Parent may request that the Accounting Firm audit the calculation of the Post Closing Date andPayment Amount. The Accounting Firm shall deliver an audit report to Purchaser and Parent as promptly as practicable but in any event within 45 days of the request for the audit. The cost of such audit shall be borne equally by both Purchaser and Parent; provided, based thereonhowever, a statement of that if Parent disputes Purchaser’s calculation of the Post-Post Closing Payment. The Adjustment Payment Amount Statement and delivers a Post Closing Payment Objection Notice to Purchaser pursuant to Section 4.4(b), the cost associated with such audit shall be allocated as set forth in clauses (i) with respect to the Net Cash Balance calculation and the Net Working Capital Shortfall calculation, be prepared in accordance with U.S. GAAP applied on a basis consistent with the preparation of the Financial Statements and (ii) be certified by a financial officer of the Companylast sentence of Section 4.4(c). (b) Purchaser shall give, and shall exercise the voting, governance and contractual powers available to it to cause the Company and the Company Subsidiaries to give, the Seller Representative and its representatives reasonable access during normal business hours to such employees, officers, facilities and such books and records Parent may dispute Purchaser’s calculation of the Company and Post Closing Payment Amount by delivering a notice of its objection (the Company Subsidiaries, as is reasonably necessary to allow the Seller Representative and its representatives to review the Adjustment Amount Statement. (c) The Seller Representative may, in good faith, dispute the Adjustment Amount Statement by delivery of written notice thereof (an “Adjustment Post Closing Payment Objection Notice”) to Purchaser within thirty (30i) 30 days following receipt by the Seller Representative delivery of the Adjustment Amount Statementcertificate described above in Section 4.4(a) or (ii) if Parent requests an audit of the Post Closing Payment ▇▇▇▇▇▇, ▇▇ days following the Accounting Firm’s delivery of the audit report to Purchaser and Parent. The Adjustment Any Post Closing Payment Objection Notice delivered pursuant to this Section shall set forth specify in reasonable detail the nature and dollar amount of any disagreement. (c) During the 15 days following delivery of a Post Closing Payment Objection Notice, the parties shall use good faith, commercially reasonable efforts to resolve in writing any differences they may have with respect to the matters specified in the Post Closing Payment Objection Notice. At the end of such 15-day period, the parties shall submit to the Accounting Firm for review and resolution of all items disputed by matters that were included in the Seller RepresentativePost Closing Payment Objection Notice and remain unresolved notwithstanding efforts undertaken pursuant to this Section 4.4(c), together with and the Seller Representative’s proposed changes theretoAccounting Firm shall make a final determination as to whether the Post Closing Payment Amount requires adjustment. The Accounting Firm shall deliver its determination to Purchaser and Parent as promptly as practicable but in any event within 45 days. Such report shall be final and binding upon Parent and Purchaser, including an explanation in reasonable detail the absence of the basis on which the Seller Representative proposes manifest error. The cost of such changes. If review and report shall be borne (i) by written notice to Purchaser, if the Seller Representative accepts Post Closing Payment Amount, as set forth in Purchaser’s calculation thereof delivered pursuant to Section 4.4(a), is greater than the Adjustment Amount Statement Post Closing Payment Amount, or (ii) the Seller Representative fails to deliver an Adjustment Notice within the prescribed thirty (30)-day period (which failure shall result in the Seller Representative and Sellers being deemed to have agreed to the Adjustment Amount Statement delivered by Purchaser), the Adjustment Amount Statement delivered by Purchaser shall become final and binding on the Seller Representative, Sellers and Purchaser as of the date on which the earlier of the foregoing events occurs. (d) If the Seller Representative has timely delivered an Adjustment Notice, then Purchaser and the Seller Representative shall attempt to reach agreement on the matters identified in the Adjustment Notice. If, by the thirtieth (30th) day following Purchaser’s receipt of the Adjustment Notice, Purchaser and the Seller Representative have not agreed in writing to the resolution of the matters identified in the Adjustment Notice, then such matters shall be submitted to an independent accounting firm as may be agreed by the Seller Representative and Purchaser (the “Independent Accountants”) for resolution. Each of Sellers and Purchaser agree that it shall not engage, directly or indirectly, or agree to engage, the Independent Accountants to perform any services other than as the Independent Accountants pursuant hereto until the Adjustment Amount Statement and items thereon have been finally determined pursuant to this Section 2.6(d). Each of the Seller Representative and Purchaser agrees to executeParent, if requested by the Independent AccountantsPost Closing Payment Amount, a reasonable engagement letter. Purchaser and the Seller Representative shall instruct the Independent Accountants to review this Agreement and the disputed items or amounts for the purpose of calculating the Adjustment Amount and the Post-Closing Payment. In making such calculation, the Independent Accountants shall consider only those items or amounts as set forth in the Adjustment Amount Statement and Purchaser’s calculation of thereof delivered pursuant to Section 4.4(a), is equal to or less than the Adjustment Amount and the Post-Final Post Closing Payment as to which the Seller Representative has disagreed in the Adjustment Notice. The Independent Accountants shall deliver to Purchaser and the Seller Representative, as promptly as practicable (but in any case no later than thirty (30) days from the date of engagement of the Independent Accountants), a report setting forth such calculation and the Adjustment Amount Statement shall be deemed to be amended to reflect the calculation of the Adjustment Amount and the Post-Closing Payment as determined by the Independent Accountants and shall be deemed the “Final Adjustment Amount StatementAmount.” The scope of the disputes to be resolved by the Independent Accountants is limited to whether the amounts set forth on the line items on the Adjustment Amount Statement were obtained from and in accordance with the books and records of the Company and the Company Subsidiaries and are in accordance with U.S. GAAP applied on a basis consistent with prior periods and in conformity with the principles used by the Company in the preparation of its Financial Statements, and whether there were mathematical errors in the Adjustment Amount Statement, in each case, to the extent related to the unresolved items set forth in the Adjustment Notice, and the Independent Accountants are not to make any other determination. Purchaser shall, and shall exercise the voting, governance and contractual powers available to it to cause the Company and the Company Subsidiaries to, furnish or cause to be furnished to the Independent Accountants access to such employees, officers, and facilities and such books and records relating to the disputed items as the Independent Accountants may reasonably request. The fees and expenses of the Independent Accountants shall be borne fifty percent (50%) by Sellers (allocated among Sellers according to their respective Proportional Shares), on the one hand, and fifty percent (50%) by Purchaser, on the other hand. The Final Adjustment Amount Statement (including the calculation of the Post-Closing Payment thereon) as determined by the Independent Accountants shall be final, non-appealable and binding upon Purchaser, the Seller Representative and Sellers. The Independent Accountants shall act as an expert, not as an arbitrator. (e) If the Post-Closing Payment is a negative amount, then Purchaser shall pay to each Seller an amount in cash equal to such Seller’s Proportional Share of the Post-Closing Payment plus interest on such amount from (and including) the Closing Date to (but excluding) the date of payment at the Specified Rate. If the Post-Closing Payment is a positive amount, then Sellers shall collectively pay to Purchaser an amount in cash equal to the Post-Closing Payment (allocated among Sellers according to their respective Proportional Shares) plus interest on such amount from (and including) the Closing Date to (but excluding) the date of payment at the Specified Rate. Each payment (if any) required by this Section 2.6(e) shall be made within five (5) Business Days following the date the Post-Closing Payment is deemed to be finally determined pursuant to this Section 2.6. All payments required to be made pursuant to this Section 2.6 shall be made by wire transfer of immediately available funds.

Post-Closing Payment. (a) As promptly as practicable, and in any event not later than sixty (60) days after the Closing Date, Purchaser shall prepare and deliver to the Seller Representative Representatives a written statement (the “Adjustment Amount Statement”) setting forth Purchaser’s calculation of the Adjustment Amount as of the Closing Date and, and based thereon, a statement of Purchaser’s calculation of the Post-Closing Payment. The Adjustment Amount Statement shall (i) with respect to the Net Cash Balance calculation and the Net Working Capital Shortfall Difference calculation, be prepared in accordance with U.S. GAAP IFRS applied on a basis consistent with the preparation of the Financial Statements and in substantially the same form as the reference statement set forth in Schedule 2.6 of the Disclosure Schedules and (ii) be certified by a financial officer of the Company. (b) Purchaser shall give, and shall exercise the voting, governance and contractual powers available to it to cause the Company and the Company Subsidiaries to give, the Seller Representative Representatives and its their representatives reasonable access during normal business hours to such employees, officers, facilities and such books and records of the Company and the Company Subsidiaries, as is reasonably necessary to allow the Seller Representative Representatives and its their representatives to review the Adjustment Amount Statement. (c) The Seller Representative Representatives may, in good faith, dispute the Adjustment Amount Statement by delivery of a joint written notice thereof (an “Adjustment Notice”) to Purchaser within thirty (30) days following receipt by the Seller Representative Representatives of the Adjustment Amount Statement. The Adjustment Notice shall set forth in reasonable detail all items disputed by the Seller RepresentativeRepresentatives, together with the Seller Representative’s Representatives’ proposed changes thereto, including an explanation in reasonable detail of the basis on which the Seller Representative proposes Representatives propose such changes. If (i) by written notice to Purchaser, either of the Seller Representative Representatives accepts the Adjustment Amount Statement or (ii) the Seller Representative fails Representatives fail to jointly deliver an Adjustment Notice within the prescribed thirty (30)-day period (which failure shall result in the Seller Representative Representatives and Sellers being deemed to have agreed to the Adjustment Amount Statement delivered by Purchaser), the Adjustment Amount Statement delivered by Purchaser shall become final and binding on the Seller RepresentativeRepresentatives, Sellers and Purchaser as of the date on which the earlier of the foregoing events occurs. (d) If the Seller Representative has Representatives have timely jointly delivered an Adjustment Notice, then Purchaser and the Seller Representative Representatives shall attempt to reach agreement on the matters identified in the Adjustment Notice. If, by the thirtieth (30th) day following Purchaser’s receipt of the Adjustment Notice, Purchaser and the Seller Representative Representatives have not agreed in writing to the resolution of the matters identified in the Adjustment Notice, then such matters shall be submitted to an Ernst & Young or such other independent accounting firm as may be agreed by the Seller Representative Representatives and Purchaser Purchaser, as the case may be (the “Independent Accountants”) for resolution. For the avoidance of doubt, if Purchaser and both Seller Representatives (and not one only) have agreed in writing to the resolution of the matters identified in the Adjustment Notice, such resolution of the matters identified in the Adjustment Notice shall become final and binding on the Seller Representatives, Sellers and Purchaser as of the date on which the foregoing events occurs. Each of Sellers and Purchaser agree that it shall not engage, directly or indirectly, or agree to engage, the Independent Accountants to perform any services other than as the Independent Accountants pursuant hereto until the Adjustment Amount Statement and items thereon have been finally determined pursuant to this Section 2.6(d2.7(d). Each of the Seller Representative Representatives and Purchaser agrees to execute, if requested by the Independent Accountants, a reasonable engagement letter. Purchaser and the Seller Representative Representatives shall instruct the Independent Accountants to review this Agreement and the disputed items or amounts for the purpose of calculating the Adjustment Amount and the Post-Closing Payment. In making such calculation, the Independent Accountants shall consider only those items or amounts in the Adjustment Amount Statement and Purchaser’s calculation of the Adjustment Amount and the Post-Closing Payment as to which the Seller Representative has Representatives have disagreed in the Adjustment Notice. The Independent Accountants shall deliver to Purchaser and the Seller RepresentativeRepresentatives, as promptly as practicable (but in any case no later than thirty (30) days from the date of engagement of the Independent Accountants), a report setting forth such calculation and the Adjustment Amount Statement shall be deemed to be amended to reflect the calculation of the Adjustment Amount and the Post-Closing Payment as determined by the Independent Accountants and shall be deemed the “Final Adjustment Amount Statement.” The scope of the disputes to be resolved by the Independent Accountants is limited to whether the amounts set forth on the line items on the Adjustment Amount Statement were obtained from and in accordance with the books and records of the Company and the Company Subsidiaries and are in accordance with U.S. GAAP IFRS applied on a basis consistent with prior periods and in conformity with the principles used by the Company in the preparation of its Financial Statements, and whether there were mathematical errors in the Adjustment Amount Statement, in each case, to the extent related to the unresolved items set forth in the Adjustment Notice, and the Independent Accountants are not to make any other determination. Purchaser shall, and shall exercise the voting, governance and contractual powers available to it to cause the Company and the Company Subsidiaries to, furnish or cause to be furnished to the Independent Accountants access to such employees, officers, and facilities and such books and records relating to the disputed items as the Independent Accountants may reasonably request. The fees and expenses of the Independent Accountants shall be borne fifty percent (50%) by Sellers (allocated among Sellers according to their respective Proportional Shares), on the one hand, and fifty percent (50%) by Purchaser, on the other hand. The Final Adjustment Amount Statement (including the calculation of the Post-Closing Payment thereon) as determined by the Independent Accountants shall be final, non-appealable and binding upon Purchaser, the Seller Representative Representatives and Sellers. The Independent Accountants shall act as an expert, not as an arbitrator. (e) If the Post-Closing Payment is a negative amount, then Purchaser shall pay to each Seller an amount in cash equal to such Seller’s Proportional Share of the Post-Closing Payment plus interest on such amount from (and including) the Closing Date to (but excluding) the date of payment at the Specified Rate. If the Post-Closing Payment is a positive amount, then Sellers shall collectively pay to Purchaser an amount in cash equal to the Post-Closing Payment (allocated among Sellers according to their respective Proportional Shares) plus interest on such amount from (and including) the Closing Date to (but excluding) the date of payment at the Specified Rate. Each payment (if any) required by this Section 2.6(e2.7(e) shall be made within five (5) Business Days following the date the Post-Closing Payment is deemed to be finally determined pursuant to this Section 2.62.7. All payments required to be made pursuant to this Section 2.6 2.7 shall be made by wire transfer of immediately available fundsfunds to, in the case of payment made by Purchaser, the Seller Designated Accounts or, in the case of payments made by Sellers, an account to be designated in writing by Purchaser.

Post-Closing Payment. Following the Closing, a payment may be required to be paid by Purchaser to Parent, or by Parent to Purchaser, as provided in this Section 2.04. (a) As promptly as practicable, and in any event not later than sixty (60) Within 90 days after following the Closing Date, Purchaser shall prepare and deliver review the Company’s books to determine the Seller Representative a written statement Closing Date Net Equity (the “Adjustment Amount StatementPost-Closing Review”) setting forth Purchaser’s calculation of the Adjustment Amount as of ). Parent shall cooperate with Purchaser after the Closing Date andin furnishing information, based thereondocuments, a statement of Purchaser’s calculation evidence and other assistance to Purchaser to facilitate the completion of the Post-Closing PaymentReview within the aforementioned time period. The Adjustment Amount Statement shall (i) with respect to Within 5 Business Days following the Net Cash Balance calculation and the Net Working Capital Shortfall calculation, be prepared in accordance with U.S. GAAP applied on a basis consistent with the preparation end of the 90-day period referred to above, Purchaser shall deliver a written notice (the “Proposed Financial Statements Adjustment Notice”) to Parent setting forth (x) the determination made by Purchaser of the Closing Date Net Equity, and (iiy) the Post-Closing Payment Amount that would be certified by required as a financial officer result of Purchaser’s determination. Purchaser shall cooperate with Parent to assist in Parent’s review of the CompanyProposed Financial Adjustment Notice and, if requested by Parent, Purchaser and its Representatives shall meet in person with Parent to discuss the Proposed Financial Adjustment Notice. (b) The Proposed Financial Adjustment Notice shall become final and binding upon the parties on the 30th day following delivery thereof (except as further adjusted pursuant to Section 2.04(c) below, the “Final Financial Adjustment Notice”), unless Parent provides written notice of its disagreement with the Proposed Financial Adjustment Notice (a “Notice of Disagreement”) to Purchaser prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted (or identify additional information reasonably required by Parent from Purchaser to evaluate the determination made by Purchaser in the Proposed Financial Adjustment Notice). If a Notice of Disagreement is not timely delivered, and the Closing Date Net Equity is greater than the Closing Date Net Equity Target, then Purchaser shall givepromptly, in any event within 3 Business Days of the expiration of the aforementioned 30-day period, deliver to Parent cash in immediately available funds in the amount of the Post-Closing Payment Amount. The cash payment required to be made by Purchaser to Parent in accordance with the preceding sentence or, if applicable, the first sentence of Section 2.04(d), is referred to herein as the “Post-Closing Payment”. If a Notice of Disagreement is not timely delivered and the Closing Date Net Equity is less than the Closing Date Net Equity Target, then Parent shall promptly, and shall exercise the voting, governance and contractual powers available to it to cause the Company and the Company Subsidiaries to give, the Seller Representative and its representatives reasonable access during normal business hours to such employees, officers, facilities and such books and records in any event within 3 Business Days of the Company and expiration of such 30-day period, deliver to Purchaser cash in immediately available funds in an amount equal to the Company Subsidiaries, as is reasonably necessary to allow the Seller Representative and its representatives to review the Adjustment Amount StatementPost-Closing Payment Amount. (c) The Seller Representative mayIf a Notice of Disagreement is received by Purchaser in a timely manner, in good faith, dispute then the Adjustment Amount Statement by delivery of written notice thereof (an “Adjustment Notice”) to Purchaser within thirty (30) days following receipt by the Seller Representative of the Adjustment Amount Statement. The Proposed Financial Adjustment Notice shall set forth (as revised in reasonable detail all items disputed by the Seller Representative, together accordance with the Seller Representative’s proposed changes thereto, including an explanation in reasonable detail of the basis on which the Seller Representative proposes such changes. If (ithis sentence) by written notice to Purchaser, the Seller Representative accepts the Adjustment Amount Statement or (ii) the Seller Representative fails to deliver an Adjustment Notice within the prescribed thirty (30)-day period (which failure shall result in the Seller Representative and Sellers being deemed to have agreed to the Adjustment Amount Statement delivered by Purchaser), the Adjustment Amount Statement delivered by Purchaser shall become final and binding on the Seller Representative, Sellers upon Parent and Purchaser as of the date on which the earlier of (i) the foregoing events occursdate Parent and Purchaser resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement, and (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm. During the 14-day period following the timely - 11 - delivery of a Notice of Disagreement, Parent and Purchaser shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. Within 5 Business Days after the end of such 14-day period, Parent and Purchaser shall submit to an independent accounting firm (the “Accounting Firm”) for arbitration, in accordance with the standards set forth in this Section 2.04, only matters that remain in dispute and were properly included in the Notice of Disagreement in accordance with this Section 2.04, in the form of a written brief (an “Arbitration Submission”). The Accounting Firm shall be Deloitte & Touche USA LLP, or if such firm is unable or unwilling to act, such other nationally-recognized independent public accounting firm as shall be agreed upon by Parent and Purchaser in writing. If an Arbitration Submission is not timely delivered by a party, then the matters in dispute shall be resolved against such party. Parent and Purchaser shall use reasonable efforts to cause the Accounting Firm to render a written decision resolving the matters submitted to the Accounting Firm within 30 days of the receipt of the Arbitration Submissions. The Accounting Firm’s decision shall be based solely on the Arbitration Submissions submitted by Parent and Purchaser and their respective Representatives and not by independent review. The Accounting Firm shall address only those items in dispute and may not assign a value greater than the greatest value for such item claimed by either party or smaller than the smallest value for such item claimed by either party. The resolution of disputed items by the Accounting Firm shall constitute an arbitral award that is final, binding and non-appealable and upon which a judgment may be entered by a court having jurisdiction thereover against Parent or Purchaser, as applicable. The costs and expenses of the Accounting Firm shall be allocated equally between Purchaser and Parent. The Proposed Financial Adjustment Notice, as revised by the Accounting Firm’s resolution of any disputed items, shall be the Final Financial Adjustment Notice. (d) If the Seller Representative has timely delivered an Final Financial Adjustment NoticeNotice (as revised in accordance with Section 2.04(c) above) results in the Closing Date Net Equity being greater than the Closing Date Net Equity Target, then Purchaser shall promptly, and the Seller Representative shall attempt in any event within 3 Business Days of such Final Financial Adjustment Notice becoming final, deliver to reach agreement on the matters identified Parent cash in immediately available funds in the Adjustment Notice. If, by the thirtieth (30th) day following Purchaser’s receipt of the Adjustment Notice, Purchaser and the Seller Representative have not agreed in writing to the resolution of the matters identified in the Adjustment Notice, then such matters shall be submitted to an independent accounting firm as may be agreed by the Seller Representative and Purchaser (the “Independent Accountants”) for resolution. Each of Sellers and Purchaser agree that it shall not engage, directly or indirectly, or agree to engage, the Independent Accountants to perform any services other than as the Independent Accountants pursuant hereto until the Adjustment Amount Statement and items thereon have been finally determined pursuant to this Section 2.6(d). Each of the Seller Representative and Purchaser agrees to execute, if requested by the Independent Accountants, a reasonable engagement letter. Purchaser and the Seller Representative shall instruct the Independent Accountants to review this Agreement and the disputed items or amounts for the purpose of calculating the Adjustment Amount and the Post-Closing Payment. In making such calculation, the Independent Accountants shall consider only those items or amounts in the Adjustment Amount Statement and Purchaser’s calculation of the Adjustment Amount and the Post-Closing Payment as to which the Seller Representative has disagreed in the Adjustment Notice. The Independent Accountants shall deliver to Purchaser and the Seller Representative, as promptly as practicable (but in any case no later than thirty (30) days from the date of engagement of the Independent Accountants), a report setting forth such calculation and the Adjustment Amount Statement shall be deemed to be amended to reflect the calculation of the Adjustment Amount and the Post-Closing Payment as determined by the Independent Accountants and shall be deemed the “Final Adjustment Amount Statement.” The scope of the disputes to be resolved by the Independent Accountants is limited to whether the amounts set forth on the line items on the Adjustment Amount Statement were obtained from and in accordance with the books and records of the Company and the Company Subsidiaries and are in accordance with U.S. GAAP applied on a basis consistent with prior periods and in conformity with the principles used by the Company in the preparation of its Financial Statements, and whether there were mathematical errors in the Adjustment Amount Statement, in each case, to the extent related to the unresolved items set forth in the Adjustment Notice, and the Independent Accountants are not to make any other determination. Purchaser shall, and shall exercise the voting, governance and contractual powers available to it to cause the Company and the Company Subsidiaries to, furnish or cause to be furnished to the Independent Accountants access to such employees, officers, and facilities and such books and records relating to the disputed items as the Independent Accountants may reasonably request. The fees and expenses of the Independent Accountants shall be borne fifty percent (50%) by Sellers (allocated among Sellers according to their respective Proportional Shares), on the one hand, and fifty percent (50%) by Purchaser, on the other hand. The Final Adjustment Amount Statement (including the calculation amount of the Post-Closing Payment thereon) as determined by the Independent Accountants shall be final, non-appealable and binding upon Purchaser, the Seller Representative and SellersAmount. The Independent Accountants shall act as an expert, not as an arbitrator. (e) If the Post-Closing Payment is a negative amount, then Purchaser shall pay to each Seller an amount Final Financial Adjustment Notice (as revised in cash equal to such Seller’s Proportional Share of the Post-Closing Payment plus interest on such amount from (and includingaccordance with Section 2.04(c) above) results in the Closing Date to (but excluding) Net Equity being less than the date of payment at the Specified Rate. If the Post-Closing Payment is a positive amountDate Net Equity Target, then Sellers Parent shall collectively pay promptly, and in any event within 3 Business Days of such Final Financial Adjustment Notice becoming final, deliver to Purchaser cash in immediately available funds in an amount in cash equal to the Post-Closing Payment (allocated among Sellers according to their respective Proportional Shares) plus interest on such amount from (and including) the Closing Date to (but excluding) the date of payment at the Specified Rate. Each payment (if any) required by this Section 2.6(e) shall be made within five (5) Business Days following the date the Post-Closing Payment is deemed to be finally determined pursuant to this Section 2.6. All payments required to be made pursuant to this Section 2.6 shall be made by wire transfer of immediately available fundsAmount.

Post-Closing Payment. (ai) As promptly as practicableSeller shall cause to be prepared and, and in any event not no later than sixty (60) days after the Closing Effective Date, Purchaser shall prepare and deliver delivered to the Seller Representative Buyer a written statement (the “Adjustment Amount Statement”) setting forth PurchaserSeller’s calculation of the Adjustment Closing Accounts Receivable, the Closing Inventory Amount and the Closing Accounts Payable (the “Initial Calculation”), together with appropriate supporting information. For illustration purposes only, set forth as Exhibit F is a sample working capital schedule showing the amounts of Accounts Receivable, Inventory and Transferred Accounts Payable as of May 31, 2020 (the Closing Date and“Sample Working Capital Schedule”), based thereon, a statement of Purchaser’s calculation of the Post-Closing Payment. The Adjustment Amount Statement shall (i) with respect to the Net Cash Balance calculation and the Net Working Capital Shortfall calculation, Initial Calculation shall be prepared in accordance with U.S. GAAP applied on a basis the Accounting Principles and shall be consistent with the preparation of the Financial Statements and Sample Working Capital Schedule. (ii) be certified by a financial officer of From and after the Company. (b) Purchaser shall giveEffective Date, Seller shall, and shall exercise cause its Affiliates to, on reasonable prior notice to Seller and subject to the votingexecution of customary work paper access letters if requested by accountants of Seller, governance and contractual powers available to it to cause the Company and the Company Subsidiaries to give, the Seller Representative (A) provide Buyer and its representatives with reasonable access during normal business hours to such employeesthe facilities, officers, facilities Records and such books and records work papers of the Company Business and the Company Subsidiaries, as is reasonably necessary to allow the Seller Representative (B) cooperate with and assist Buyer and its representatives in connection with the review of such materials, including by making available their employees, accountants and other personnel to the extent reasonably requested, in each case in connection with Buyer’s review of the Adjustment Amount StatementInitial Calculation; provided, that, in the event that Seller does not provide such access or cooperation reasonably requested by Buyer or any of its representatives within two (2) Business Days of any request therefor (or, such shorter period as may remain in the Review Period), the Review Period will be extended by one (1) Business Day for each additional day required for Seller to fully respond to such request. (ciii) The Within thirty (30) days after receipt by Buyer of the Initial Calculation (the “Review Period”), Buyer may deliver to Seller Representative may, in good faith, dispute the Adjustment Amount Statement by delivery of a written notice thereof (an the “Adjustment Calculation Notice”) either (i) advising Seller that Buyer agrees with and accepts the Initial Calculation or (ii) setting forth an explanation in reasonable detail of those items in the Initial Calculation that Buyer disputes and of what Buyer believes is the correct calculation of the Closing Accounts Receivable, the Closing Inventory Amount and the Closing Accounts Payable (a “Disputed Calculation”). If Buyer does not submit a Calculation Notice within the Review Period, then the Initial Calculation shall become final and shall not be subject to Purchaser further review, challenge or adjustment. If Seller shall concur with the Calculation Notice, or if Seller shall not object to the Calculation Notice in a writing received by Buyer within thirty (30) days following after Seller’s receipt by the Seller Representative of the Adjustment Calculation Notice, the calculation of the Closing Accounts Receivable, the Closing Inventory Amount Statement. The Adjustment Notice shall and the Closing Accounts Payable set forth in reasonable detail all items disputed by the Calculation Notice shall become final and shall not be subject to further review, challenge or adjustment. (iv) If Buyer has submitted a Calculation Notice, but Seller Representativeand Buyer are unable to resolve any disputes regarding the Closing Accounts Receivable, together with the Seller Representative’s proposed changes theretoClosing Inventory Amount and/or the Closing Accounts Payable within twenty (20) days after the date of objection to the Calculation Notice, including an explanation in reasonable detail such dispute shall be referred to BDO USA LLP to resolve the amount of the basis on which the Seller Representative proposes such changes. If (i) by written notice to PurchaserClosing Accounts Receivable, the Closing Inventory Amount and/or the Closing Accounts Payable that is in dispute, or if BDO USA LLP is unwilling or unable (due to a conflict or otherwise) to serve, such other recognized firm of independent financial experts selected by mutual agreement of Buyer and Seller Representative accepts (the Adjustment Amount Statement or (ii) the Seller Representative fails to deliver an Adjustment Notice within the prescribed thirty (30)-day period (which failure shall result in the Seller Representative and Sellers being deemed to have agreed to the Adjustment Amount Statement delivered by Purchaser“Financial Expert”), and the Adjustment Amount Statement delivered by Purchaser determination of the Financial Expert, which shall become be in writing, shall be final and binding on the Seller Representative, Sellers parties and Purchaser as of the date on which the earlier of the foregoing events occurs. (d) If the Seller Representative has timely delivered an Adjustment Notice, then Purchaser and the Seller Representative shall attempt to reach agreement on the matters identified in the Adjustment Notice. If, by the thirtieth (30th) day following Purchaser’s receipt of the Adjustment Notice, Purchaser and the Seller Representative have not agreed in writing to the resolution of the matters identified in the Adjustment Notice, then such matters shall be submitted to an independent accounting firm as may be agreed by the Seller Representative and Purchaser (the “Independent Accountants”) for resolution. Each of Sellers and Purchaser agree that it shall not engagebe subject to further review, directly challenge or indirectlyadjustment absent manifest error. Buyer and Seller shall, or agree to engage, the Independent Accountants to perform any services other than as the Independent Accountants pursuant hereto until the Adjustment Amount Statement and items thereon have been finally determined pursuant to this Section 2.6(d). Each of the Seller Representative and Purchaser agrees to execute, if requested by the Independent Accountants, a reasonable engagement letter. Purchaser and the Seller Representative shall instruct the Independent Accountants to review this Agreement and the disputed items or amounts for the purpose of calculating the Adjustment Amount and the Post-Closing Payment. In making such calculation, the Independent Accountants shall consider only those items or amounts in the Adjustment Amount Statement and Purchaser’s calculation of the Adjustment Amount and the Post-Closing Payment as to which the Seller Representative has disagreed in the Adjustment Notice. The Independent Accountants shall deliver to Purchaser and the Seller Representative, as promptly as practicable (but in any case no later event within ten (10) Business Days) following the formal engagement of the Financial Expert, provide the Financial Expert (copying the other upon submission) with a written presentation setting forth its calculations of and assertions regarding the Disputed Calculation and shall allow the Financial Expert to conduct an independent analysis and audit of the Disputed Calculation using the Accounting Principles and the Sample Working Capital Schedule. The Financial Expert shall determine the Closing Accounts Receivable, the Closing Inventory Amount and the Closing Accounts Payable in accordance with the Accounting Principles and the standards described in this Section 2.5(c), acting as an expert and not an arbitrator. The Financial Expert shall be instructed by Buyer and Seller to use its best efforts to reach such determination not more than thirty (30) days from after such referral. Nothing herein shall be construed to authorize or permit the date of engagement of Financial Expert to resolve any specific item in dispute by making an adjustment that is outside the Independent Accountants), a report setting forth range for such calculation specific item as defined in the Initial Calculation and the Adjustment Amount Statement Disputed Calculation. Buyer and Seller shall be deemed to be amended to reflect each pay its own costs and expenses incurred in connection with this Section 2.5(c); provided, however, that the calculation of the Adjustment Amount and the Post-Closing Payment as determined by the Independent Accountants and shall be deemed the “Final Adjustment Amount Statement.” The scope of the disputes to be resolved by the Independent Accountants is limited to whether the amounts set forth on the line items on the Adjustment Amount Statement were obtained from and in accordance with the books and records of the Company and the Company Subsidiaries and are in accordance with U.S. GAAP applied on a basis consistent with prior periods and in conformity with the principles used by the Company in the preparation of its Financial Statements, and whether there were mathematical errors in the Adjustment Amount Statement, in each case, to the extent related to the unresolved items set forth in the Adjustment Notice, and the Independent Accountants are not to make any other determination. Purchaser shall, and shall exercise the voting, governance and contractual powers available to it to cause the Company and the Company Subsidiaries to, furnish or cause to be furnished to the Independent Accountants access to such employees, officers, and facilities and such books and records relating to the disputed items as the Independent Accountants may reasonably request. The fees and expenses of the Independent Accountants Financial Expert shall be borne fifty percent (50%) by Sellers (allocated among Sellers according to their respective Proportional Shares)Seller, on the one hand, and fifty percent (50%) by PurchaserBuyer, on the other hand. The Final Adjustment Amount Statement (including , in proportion to the calculation dollar value of the Post-Closing Payment thereonitem(s) as subject to the dispute determined by the Independent Accountants shall be final, non-appealable and binding upon Purchaser, the Seller Representative and Sellers. The Independent Accountants shall act as an expert, not as an arbitrator. (e) If the Post-Closing Payment is a negative amount, then Purchaser shall pay to each Seller an amount in cash equal to such Seller’s Proportional Share favor of the Post-Closing Payment plus interest on such amount from (and including) the Closing Date to (but excluding) the date of payment at the Specified Rate. If the Post-Closing Payment is a positive amount, then Sellers shall collectively pay to Purchaser an amount in cash equal to the Post-Closing Payment (allocated among Sellers according to their respective Proportional Shares) plus interest on such amount from (and including) the Closing Date to (but excluding) the date of payment at the Specified Rate. Each payment (if any) required by this Section 2.6(e) shall be made within five (5) Business Days following the date the Post-Closing Payment is deemed to be finally determined pursuant to this Section 2.6. All payments required to be made pursuant to this Section 2.6 shall be made by wire transfer of immediately available fundsother party.

Post-Closing Payment. (a) As promptly as practicable, and in any event not later than sixty (60) days after the Closing Date, Purchaser Buyer shall prepare and deliver to the Seller Representative Sellers a written statement (the “Adjustment Amount Working Capital Statement”) substantially in the form attached hereto as Exhibit A, setting forth PurchaserBuyer’s calculation of the Adjustment Amount Working Capital as of the Closing Date Date, as derived from Buyer’s review of the financial and other books and records of the Company and its consolidated Subsidiaries and, based thereon, a statement of PurchaserBuyer’s good faith calculation of an amount (positive or negative) equal to (i) the Working Capital Paid at Closing, less (ii) the actual Working Capital (the “Post-Closing Payment. The Adjustment Amount Statement shall (i) with respect to the Net Cash Balance calculation and the Net Working Capital Shortfall calculation, be prepared in accordance with U.S. GAAP applied on a basis consistent with the preparation of the Financial Statements and (ii) be certified by a financial officer of the Company”). (b) Purchaser shall give, Buyer agrees to give Sellers and shall exercise the voting, governance and contractual powers available to it to cause the Company and the Company Subsidiaries to give, the Seller Representative and its representatives reasonable their Representatives full access during normal business hours to such employees, officers, facilities outside accountants, facilities, books, records, work papers, historical financial information and such books and records other materials of Buyer, the Company and the Company its Subsidiaries, as is reasonably necessary to allow Sellers and their Representatives may request in connection with their review of the Seller Representative and its representatives to review the Adjustment Amount Working Capital Statement. (c) The Seller Representative Sellers may, in good faith, dispute the Adjustment Amount Working Capital Statement by delivery of written notice thereof (an a “Adjustment Dispute Notice”) to Purchaser Buyer within thirty sixty (3060) days following receipt by the Seller Representative Sellers of the Adjustment Amount Working Capital Statement. The Adjustment Dispute Notice shall set forth in reasonable detail all items disputed by the Seller RepresentativeSellers, together with the Seller Representative’s Sellers’ proposed changes thereto, including an explanation in reasonable detail of the basis on which the Seller Representative proposes Sellers propose such changes. If (i) by written notice to PurchaserBuyer, Sellers accept the Seller Representative accepts the Adjustment Amount Working Capital Statement or (ii) the Seller Representative fails Sellers fail to deliver an Adjustment a Dispute Notice within the prescribed thirty sixty (30)-day 60)-day period (which failure shall result in the Seller Representative and Sellers being deemed to have agreed to the Adjustment Amount Working Capital Statement delivered by PurchaserBuyer), the Adjustment Amount Working Capital Statement delivered by Purchaser Buyer shall become final and binding on the Seller Representative, Sellers and Purchaser as of the date on which the earlier of the foregoing events occurs. (d) If the Seller Representative has Sellers have timely delivered an Adjustment a Dispute Notice, then Purchaser Buyer and the Seller Representative Sellers shall attempt to reach agreement on the matters identified in the Adjustment Dispute Notice. If, by the thirtieth (30th) day following PurchaserBuyer’s receipt of the Adjustment Dispute Notice, Purchaser Buyer and the Seller Representative Sellers have not agreed in writing to the resolution of the matters identified in the Adjustment Dispute Notice, then such matters shall be submitted to an independent accounting firm as may be agreed by the Seller Representative and Purchaser (the “Independent Accountants”) Accountants for resolution. Each of Buyer and Sellers and Purchaser agree that it shall not engage, directly or indirectly, or agree to engage, the Independent Accountants to perform any services other than as the Independent Accountants pursuant hereto until the Adjustment Amount Statement and items thereon have been finally determined pursuant to this Section 2.6(d). Each of the Seller Representative and Purchaser agrees to execute, if requested by the Independent Accountants, a reasonable engagement letter. Purchaser and the Seller Representative shall instruct the Independent Accountants to review this Agreement prepare and deliver, within thirty (30) days of such submission, a revised Working Capital Statement (including the disputed items or amounts for the purpose calculation of calculating the Adjustment Amount and the Post-Closing Payment. In making such calculation, the Independent Accountants shall consider only ) taking into account all items not in dispute between Buyer and Sellers and those items or amounts in the Adjustment Amount Statement requested by Buyer and Purchaser’s calculation of the Adjustment Amount and the Post-Closing Payment as to which the Seller Representative has disagreed in the Adjustment Notice. The Independent Accountants shall deliver to Purchaser and the Seller Representative, as promptly as practicable (but in any case no later than thirty (30) days from the date of engagement of the Independent Accountants), a report setting forth such calculation and the Adjustment Amount Statement shall be deemed to be amended to reflect the calculation of the Adjustment Amount and the Post-Closing Payment as determined by the Independent Accountants and shall be deemed the “Final Adjustment Amount Statement.” The scope of the disputes Sellers to be resolved by the Independent Accountants is limited to whether the amounts set forth on the line items on the Adjustment Amount Statement were obtained from and in accordance with the books and records of the Company and the Company Subsidiaries and are in accordance with U.S. GAAP applied on a basis consistent with prior periods and in conformity with the principles used by the Company in the preparation of its Financial Statements, and whether there were mathematical errors in the Adjustment Amount Statement, in each case, to the extent related to the unresolved items set forth in the Adjustment Notice, and the Independent Accountants are not to make any other determinationAccountants. Purchaser shall, and Buyer shall exercise the voting, governance and contractual powers available to it to cause the Company and the Company Subsidiaries to, furnish or cause to be furnished to the Independent Accountants access to such employees, officers, outside accountants, facilities, books, records, work papers, historical financial information and facilities and such books and records relating to the disputed items other materials as the Independent Accountants may reasonably request. The fees and expenses of the Independent Accountants shall be borne fifty percent (50%) equally by Sellers (allocated among Sellers according to their respective Proportional Shares), on the one hand, and fifty percent (50%) by Purchaser, on the other handBuyer. The Final Adjustment Amount revised Working Capital Statement (including the calculation of the Post-Closing Payment thereontherein) as determined delivered by the Independent Accountants shall be final, non-appealable final and binding upon PurchaserBuyer and Sellers and not be subject to challenge or appeal by either Buyer or Sellers; provided, however, that in no event shall Sellers be obligated to make any payment to Buyer under Section 1.6(e) in excess of the Seller Representative and Sellers. The Independent Accountants shall act amount that would have been payable using Buyer’s calculation of the Post-Closing Payment as an expert, not as an arbitratorset forth in the Working Capital Statement delivered by Buyer. (e) If the Post-Closing Payment is a negative amount, then Purchaser Buyer shall (i) pay to each Seller Ventures an amount in cash equal to such Seller’s Proportional Share ninety percent (90%) of the Post-Closing Payment and (ii) pay to Holdings an amount equal to ten percent (10%) of the Post-Closing Payment, plus in each case interest on such amount from (and including) the Closing Date to (but excluding) the date of payment at the Specified Rate. If the Post-Closing Payment is a positive amount, then Sellers (i) Ventures shall collectively pay to Purchaser Buyer an amount in cash equal to ninety percent (90%) of the Post-Closing Payment and (allocated among Sellers according ii) Holdings shall pay to their respective Proportional SharesBuyer an amount equal to ten percent (10%) of the Post-Closing Payment, plus in each case interest on such amount from (and including) the Closing Date to (but excluding) the date of payment at the Specified Rate. Each payment (if any) required by this Section 2.6(e1.6(e) shall be made within five (5) Business Days following the date the Post-Closing Payment is deemed to be finally determined pursuant to this Section 2.61.6; provided, however, that, following the Closing Date, Buyer shall have the right, upon notice to Sellers, to elect to defer payment of the Excess Working Capital, and Buyer shall pay such Excess Working Capital pursuant to monthly payments of not less than $3,000,000 per month, payable on the tenth (10th) Business day of the month, starting with the first full calendar month after the Closing Date, with the balance of the Excess Working Capital being due and payable on the last Business Day of the sixth (6th) full calendar month after the Closing Date. All payments required to be made pursuant to this Section 2.6 1.6 shall be made by wire transfer of immediately available fundsfunds to the bank account or accounts designated by the party entitled to receive such payment.

Post-Closing Payment. From and after the Closing, in the event that the Representative is entitled to receive (on behalf of the Stockholders) any amounts hereunder or pursuant to the Escrow Agreement (including, without limitation, pursuant to Sections 2.5(d)(i) or 5.27 of this Agreement or Sections 3(b), 3(d) or 3(e)(vii) of the Escrow Agreement) (each such payment, a “Post-Closing Payment”) the Representative shall: (a) As promptly as practicable, and in any event not later than sixty (60) days after the Closing Date, Purchaser shall prepare and deliver to the Seller Representative Purchaser a written statement schedule (the “Adjustment Amount StatementPost-Closing Payment Schedule”) setting forth Purchaser’s calculation (i) the name of each holder of Converted Equity Securities, and with respect to each such holder, (1) the Adjustment Amount as estimated number of and type of Converted Equity Securities held by such Person, and (2) the aggregate Allocated Post-Closing Date andPayment to which such holder is entitled in respect thereof, based thereon, a statement of Purchaser’s calculation of and (ii) the Post-Closing PaymentContingent Payment Amount, if any, to which each Contingent Payee is entitled in respect thereof and the name of each such Contingent Payee. The Adjustment Amount Statement shall (i) In addition, the Post-Closing Payment Schedule shall, with respect to the Net Cash Balance calculation Allocated Post-Closing Payment for the Converted Company Options, set forth the amount of Taxes, if any, that will be withheld therefrom; and the Net Working Capital Shortfall calculation, be prepared in accordance with U.S. GAAP applied on a basis consistent with the preparation of the Financial Statements and (ii) be certified by a financial officer of the Company.then (b) Purchaser distribute (or direct to be distributed) in respect of each Converted Equity Security its applicable Allocated Post-Closing Payment, if any, with respect to such Post-Closing Payment; provided, if any portion of such Post-Closing Payment is to be made in respect of a Converted Company Option, the Representative shall give, and shall exercise the voting, governance and contractual powers available distribute (or direct to it be distributed) such cash to cause the Company and the Company Subsidiaries to give, the Seller Representative shall (and its representatives reasonable access during normal business hours to such employees, officers, facilities and such books and records of Purchaser shall cause the Company and the Company Subsidiaries, as is reasonably necessary to allow the Seller Representative and to) deliver (through its representatives to review the Adjustment Amount Statement. (c) The Seller Representative may, in good faith, dispute the Adjustment Amount Statement by delivery of written notice thereof (an “Adjustment Notice”payroll system) to Purchaser within thirty (30) days following receipt by each applicable holder of Converted Company Options the Seller Representative of the Adjustment Amount Statement. The Adjustment Notice shall set forth in reasonable detail all items disputed by the Seller Representative, together with the Seller Representative’s proposed changes thereto, including an explanation in reasonable detail of the basis on which the Seller Representative proposes such changes. If (i) by written notice to Purchaser, the Seller Representative accepts the Adjustment Amount Statement or (ii) the Seller Representative fails to deliver an Adjustment Notice within the prescribed thirty (30)-day period (which failure shall result in the Seller Representative and Sellers being deemed to have agreed to the Adjustment Amount Statement delivered by Purchaser), the Adjustment Amount Statement delivered by Purchaser shall become final and binding on the Seller Representative, Sellers and Purchaser as of the date on which the earlier of the foregoing events occurs. (d) If the Seller Representative has timely delivered an Adjustment Notice, then Purchaser and the Seller Representative shall attempt to reach agreement on the matters identified in the Adjustment Notice. If, by the thirtieth (30th) day following Purchaser’s receipt of the Adjustment Notice, Purchaser and the Seller Representative have not agreed in writing to the resolution of the matters identified in the Adjustment Notice, then such matters shall be submitted to an independent accounting firm as may be agreed by the Seller Representative and Purchaser (the “Independent Accountants”) for resolution. Each of Sellers and Purchaser agree that it shall not engage, directly or indirectly, or agree to engage, the Independent Accountants to perform any services other than as the Independent Accountants pursuant hereto until the Adjustment Amount Statement and items thereon have been finally determined pursuant to this Section 2.6(d). Each of the Seller Representative and Purchaser agrees to execute, if requested by the Independent Accountants, a reasonable engagement letter. Purchaser and the Seller Representative shall instruct the Independent Accountants to review this Agreement and the disputed items or amounts for the purpose of calculating the Adjustment Amount and the applicable Allocated Post-Closing Payment. In making such calculation, the Independent Accountants shall consider only those items or amounts in the Adjustment Amount Statement and Purchaser’s calculation directing all allocations and distributions of the Adjustment Amount and the Post-Closing Payment as Payments hereunder, the Representative shall give effect to which the Seller Representative has disagreed in the Adjustment Notice. The Independent Accountants shall deliver (and cause to Purchaser and the Seller Representativebe paid from such proceeds and, as promptly as practicable (but in necessary, the Contingent Payment Holdback) any case no later than thirty (30) days from the date of engagement of the Independent Accountants), a report setting forth such calculation and the Adjustment Amount Statement shall be deemed to be amended to reflect the calculation of the Adjustment Amount and the Post-Closing Contingent Payment as determined by the Independent Accountants and shall be deemed the “Final Adjustment Amount Statement.” The scope of the disputes to be resolved by the Independent Accountants is limited to whether the amounts set forth on the line items on the Adjustment Amount Statement were obtained from and in accordance with the books and records of the Company and the Company Subsidiaries and are in accordance with U.S. GAAP applied on a basis consistent with prior periods and in conformity with the principles used by the Company in the preparation of its Financial Statements, and whether there were mathematical errors in the Adjustment Amount Statement, in each case, to the extent related to required by the unresolved items set forth in the Adjustment Notice, and the Independent Accountants are not to make any other determination. Purchaser shall, and shall exercise the voting, governance and contractual powers available to it to cause the Company and the Company Subsidiaries to, furnish or cause to be furnished to the Independent Accountants access to such employees, officers, and facilities and such books and records relating to the disputed items as the Independent Accountants may reasonably request. The fees and expenses terms of the Independent Accountants shall be borne fifty percent (50%) by Sellers (allocated among Sellers according to their respective Proportional Shares), on the one hand, and fifty percent (50%) by Purchaser, on the other hand. The Final Adjustment Amount Statement (including the calculation of the Post-Closing Contingent Payment thereon) as determined by the Independent Accountants shall be final, non-appealable and binding upon Purchaser, the Seller Representative and Sellers. The Independent Accountants shall act as an expert, not as an arbitratorContracts. (e) If the Post-Closing Payment is a negative amount, then Purchaser shall pay to each Seller an amount in cash equal to such Seller’s Proportional Share of the Post-Closing Payment plus interest on such amount from (and including) the Closing Date to (but excluding) the date of payment at the Specified Rate. If the Post-Closing Payment is a positive amount, then Sellers shall collectively pay to Purchaser an amount in cash equal to the Post-Closing Payment (allocated among Sellers according to their respective Proportional Shares) plus interest on such amount from (and including) the Closing Date to (but excluding) the date of payment at the Specified Rate. Each payment (if any) required by this Section 2.6(e) shall be made within five (5) Business Days following the date the Post-Closing Payment is deemed to be finally determined pursuant to this Section 2.6. All payments required to be made pursuant to this Section 2.6 shall be made by wire transfer of immediately available funds.

Post-Closing Payment. (a) As promptly as practicable, and in any event not later than sixty ninety (6090) days after the Closing Date, Purchaser Purchasers shall prepare and deliver to the Seller Representative Sellers a written statement (the “Adjustment Amount Statement”) setting forth Purchaser’s in reasonable detail Purchasers’ calculation of the Adjustment Amount as of the Closing Date Date, as derived from Purchasers’ review of the financial information and other books and records of the Acquired Companies and, based thereon, a statement of Purchaser’s Purchasers’ calculation of the Post-Closing Payment. The Adjustment Amount Statement shall (i) with respect to the Net Cash Balance calculation and the Net Working Capital Shortfall calculation, be prepared in accordance with U.S. GAAP applied on a basis consistent with the preparation of the Financial Statements and (ii) be certified by a financial officer of the Company. (b) Purchaser shall give, and shall exercise the voting, governance and contractual powers available to it to cause the Company Purchasers and the Company Subsidiaries to give, the Seller Representative Companies shall cooperate and its representatives provide Sellers and their respective Representatives reasonable access to Purchasers’ and the Acquired Companies’ respective employees, officers and facilities and Purchasers’ and the Acquired Companies’ respective books and records during normal business hours to such employees, officers, facilities and such books and records of the Company and the Company Subsidiaries, as is reasonably necessary to allow the Seller Representative Sellers and its representatives their respective Representatives to review the Adjustment Amount Statement. (c) The Seller Representative Sellers may, in good faith, reasonably dispute the Adjustment Amount Statement by delivery of written notice thereof (an a “Adjustment Dispute Notice”) to Purchaser Purchasers within thirty sixty (3060) days following receipt by the Seller Representative Sellers of the Adjustment Amount Statement. The Adjustment Dispute Notice shall set forth in reasonable detail all items disputed by the Seller RepresentativeSellers, together with the Seller Representative’s Sellers’ proposed changes thereto, including an explanation in reasonable detail of the basis on which the Seller Representative proposes Sellers propose such changes. If (i) by written notice to PurchaserPurchasers, the Seller Representative accepts Sellers accept the Adjustment Amount Statement or (ii) the Seller Representative fails Sellers fail to deliver an Adjustment a Dispute Notice within the prescribed thirty sixty-day (30)-day 60-day) period (which failure shall result in the Seller Representative and Sellers being deemed to have agreed to the Adjustment Amount Statement delivered by PurchaserPurchasers), the Adjustment Amount Statement delivered by Purchaser Purchasers, and the Adjustment Amount reflected therein, shall become final and binding on the Seller Representative, Sellers and Purchaser Purchasers as of the date on which the earlier of the foregoing events occurs. In the event of a dispute, the undisputed portion, if any, of the Post-Closing Payment shall be paid in accordance with Section 1.6(e) within five (5) Business Days following the date on which the amount of such undisputed portion was determined in accordance with this Section 1.6(c). (d) If the Seller Representative has Sellers have timely delivered an Adjustment a Dispute Notice, then Purchaser Purchasers and the Seller Representative Sellers shall attempt use Reasonable Best Efforts to reach agreement on the matters identified in the Adjustment Dispute Notice. If, by the thirtieth (30th) day following Purchaser’s Purchasers’ receipt of the Adjustment Dispute Notice, Purchaser Purchasers and the Seller Representative Sellers have not agreed in writing to the resolution of any of the matters identified in the Adjustment Dispute Notice, then such unresolved matters shall be submitted to an independent accounting firm as may be agreed by the Seller Representative and Purchaser (the “Independent Accountants”) for resolution. Each of Sellers and Purchaser agree that it shall not engage, directly or indirectly, or agree to engage, the Independent Accountants to perform any services other than as resolve such matters specified in the Independent Accountants pursuant hereto until Dispute Notice that remain in dispute in accordance with the Adjustment Amount Statement and items thereon have been finally determined pursuant to procedures set forth in this Section 2.6(d1.6(d). Each of the Seller Representative Purchasers and Purchaser agrees to execute, if requested by the Independent Accountants, a reasonable engagement letter. Purchaser and the Seller Representative Sellers shall instruct the Independent Accountants to review this Agreement prepare and the disputed items or amounts for the purpose of calculating the deliver a revised Adjustment Amount and Statement (including the calculation of the Post-Closing Payment. In making such calculation, the Independent Accountants shall consider only those items or amounts in the Adjustment Amount Statement ) to Purchasers and Purchaser’s calculation of the Adjustment Amount and the Post-Closing Payment as to which the Seller Representative has disagreed in the Adjustment Notice. The Independent Accountants shall deliver to Purchaser and the Seller Representative, as promptly as practicable (but in any case no later than Sellers within thirty (30) days from the date of engagement of (or such longer period as may be reasonably required by the Independent Accountants)) of the referral of such dispute to the Independent Accountants, a report setting forth such calculation taking into account all items not in dispute between Purchasers and Sellers (to be included in the revised Adjustment Amount Statement shall be deemed to be amended to reflect in the calculation of the Adjustment Amount amounts agreed by Purchasers and the Post-Closing Payment as determined Sellers) and those unresolved items requested by the Independent Accountants Purchasers and shall be deemed the “Final Adjustment Amount Statement.” The scope of the disputes Sellers to be resolved by the Independent Accountants is limited to whether the amounts set forth on the line items on the Adjustment Amount Statement were obtained from Accountants. Purchasers and in accordance with the books and records of the Company and the Company Subsidiaries and are in accordance with U.S. GAAP applied on a basis consistent with prior periods and in conformity with the principles used by the Company in the preparation of its Financial Statements, and whether there were mathematical errors in the Adjustment Amount Statement, in each case, to the extent related to the unresolved items set forth in the Adjustment Notice, and the Independent Accountants are not to make any other determination. Purchaser shall, and Sellers shall exercise the voting, governance and contractual powers available to it to cause the Company and the Company Subsidiaries to, furnish or cause to be furnished to the Independent Accountants access to such employees, officers, and facilities and such books and records relating to the disputed items as the Independent Accountants may reasonably request. The fees and expenses of the Independent Accountants shall be borne fifty percent (50%) by Sellers (allocated among Sellers according to their respective Proportional Shares)Sellers, on the one hand, and fifty percent (50%) by PurchaserPurchasers, on the other hand. The Final revised Adjustment Amount Statement (including the calculation of the Adjustment Amount and the Post-Closing Payment thereonreflected therein) as determined delivered by the Independent Accountants shall be final, non-appealable final and binding upon Purchaser, the Seller Representative Purchasers and Sellers; provided, however, that in no event shall (i) Purchasers be obligated to make any payment to Sellers under Section 1.6(e) in excess of the amount that would have been payable using Purchasers’ calculation of the Post-Closing Payment as set forth in the Adjustment Amount Statement delivered by Purchasers, but taking into account the changes proposed by Sellers set forth in the Dispute Notice or (ii) Sellers be obligated to make any payment to Purchasers under Section 1.6(e) in excess of the amount that would have been payable using Purchasers’ calculation of the Post-Closing Payment as set forth in the Adjustment Amount Statement delivered by Purchasers. The Independent Accountants shall act as an expert, not as an arbitrator. (e) If the Post-Closing Payment is a negative amount, then Purchaser Purchasers shall pay to each Seller an amount in cash equal to such Seller’s Proportional Share its Allocable Portion of the Post-Closing Payment, reduced by the applicable withholding Taxes determined in accordance with Section 1.5(b); provided, however, that Purchasers and Sellers shall cooperate in good faith to mitigate to the extent possible any such withholding Taxes; provided, further, that if such Post-Closing Payment plus interest on such amount from (and including) implies a reduction of the Closing Date Purchase Price subject to (but excluding) the date Peruvian Taxes, Purchasers will reasonably cooperate with Sellers in order for Sellers to obtain a refund of payment at the Specified Rateany excess Peruvian Taxes paid or withheld. If the Post-Closing Payment is a positive amount, then Sellers each Seller shall collectively pay to Purchaser an amount in cash equal to Purchasers the Post-Closing Payment, reduced by the applicable withholding Taxes determined in accordance with Section 1.5(b); provided, however, that Purchasers and Sellers shall cooperate in good faith to mitigate to the extent possible any such withholding Taxes. The Parties shall remit any Taxes withheld from any Post-Closing Payment (allocated among Sellers according to their respective Proportional Shares) plus interest on such amount from (and including) the Closing Date to (but excluding) the date of payment at the Specified Rateprovide evidence thereof in accordance with Section 1.5(b). Each payment (if any) required by this Section 2.6(e1.6(e) shall be made within five (5) Business Days following the date the Post-Closing Payment is deemed to be finally determined pursuant to this Section 2.61.6, except to the extent any payment in respect of undisputed amounts has been paid pursuant to Section 1.6(c). All payments required to be made pursuant to this Section 2.6 1.6 shall be made by wire transfer of immediately available fundsfunds to the bank account or accounts designated by the Party or Parties receiving such payment at least five (5) Business Days prior to the date such payment is due; provided, however, that if the Post-Closing Payment is a negative amount and the Tax Basis Certificates have not been obtained at least five (5) Business Days prior to the date such payment is due (such that they are valid), Purchasers shall pay such Post-Closing Payment into the Basis Certificate Escrow Account. (f) Purchasers and Sellers agree to treat, and to cause their respective Affiliates to treat, for all Tax purposes, any payment made under this Section 1.6, to the maximum extent permitted by applicable Law, as an adjustment to the Purchase Price.

Post-Closing Payment. (a) As promptly as practicable, and in any event not later than sixty (60) Within 90 days after the Closing Date, Purchaser Universal shall, or shall cause the Partnership to, prepare and deliver to the Seller Representative a written statement Viacom (the “Adjustment Amount Statement”i) setting forth Purchaser’s calculation of the Adjustment Amount an audited balance sheet as of the Closing Date and(the "Closing Balance Sheet") prepared from the books and records of the Partnership, based thereoncertified by the Partnership's independent auditors, (ii) an audited statement of profit and loss for the then current fiscal year of the Partnership (the "Closing P&L") prepared from the books and records of the Partnership as if the fiscal year of the Partnership had begun on January 1, 1997 and had ended on the Closing Date, certified by the Partnership's independent auditors, and (iii) a statement of Purchaser’s calculation (the "Closing Statement") setting forth the Undistributed Current Year Earnings allocable to ECC's account, together with a certificate of the Post-Closing PaymentPartnership's independent auditors confirming the earnings and allocations shown thereon. The Adjustment Amount Statement shall (i) with respect to the Net Cash Closing Balance calculation Sheet and the Net Working Capital Shortfall calculation, Closing P&L shall be prepared in accordance with U.S. GAAP generally accepted accounting principles applied on a basis consistent with the preparation of the Financial Statements and (ii) be certified by a Partnership's audited financial officer of statements for the Companyyear ended December 31, 1996. (b) Purchaser shall giveDuring the 30-day period following Viacom's receipt of the Closing Balance Sheet, and shall exercise the voting, governance and contractual powers available to it to cause the Company Closing P&L and the Company Subsidiaries to giveClosing Statement, the Seller Representative Viacom and its representatives reasonable access during normal business hours to such employees, officers, facilities and such books and records of the Company and the Company Subsidiaries, as is reasonably necessary to allow the Seller Representative and its representatives independent auditors shall be permitted to review the Adjustment Amount Statement. (c) The Seller Representative may, in good faith, dispute the Adjustment Amount Statement by delivery of written notice thereof (an “Adjustment Notice”) to Purchaser within thirty (30) days following receipt by the Seller Representative working papers of the Adjustment Amount Partnership's independent auditors relating to the Closing Balance Sheet, the Closing P&L and the Closing Statement. The Adjustment Closing Statement shall become final and binding upon the parties on the 30th day following Viacom's receipt thereof, unless Viacom gives written notice of its disagreement with the Closing Statement (a "Notice of Disagreement") to Universal prior to such date. Any Notice of Disagreement shall set forth specify in reasonable detail all items disputed by the Seller Representative, together with the Seller Representative’s proposed changes thereto, including an explanation in reasonable detail nature of the basis on which the Seller Representative proposes such changesany disagreement so asserted. If a Notice of Disagreement is received by Universal in a timely manner, then the Closing Statement (ias revised in accordance with clauses (A) by written notice to Purchaser, the Seller Representative accepts the Adjustment Amount Statement or (iiB) the Seller Representative fails to deliver an Adjustment Notice within the prescribed thirty (30)-day period (which failure shall result in the Seller Representative and Sellers being deemed to have agreed to the Adjustment Amount Statement delivered by Purchaser), the Adjustment Amount Statement delivered by Purchaser below) shall become final and binding on the Seller Representativeearlier of (A) the date Universal and Viacom resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (B) the date any disputed matters are finally resolved in writing by the Accounting Firm (as defined below). (c) During the 30-day period following delivery of a Notice of Disagreement Universal and Viacom shall seek in good faith to resolve in writing any differences which they may have with respect to the matters specified in the Notice of Disagreement. At the end of such 30-day period (or such longer period as the parties may agree), Sellers Universal and Purchaser as Viacom shall submit to an independent accounting firm (the "Accounting Firm") for review and resolution any and all matters which remain in dispute and which were included in the Notice of Disagreement. The Accounting Firm shall be a nationally recognized independent public accounting firm agreed upon by Universal and Viacom in writing. Universal and Viacom shall jointly use all reasonable efforts to cause the Accounting Firm to render a decision within 30 days following submission. Universal and Viacom agree that judgment may be entered upon the determination of the date on Accounting Firm in any court having jurisdiction over the party against which the earlier such determination is to be enforced. Each of the foregoing events occursparties shall bear their own costs of dispute resolution hereunder, and costs, fees and expenses of the Accounting Firm pursuant to this Section shall be borne by equally by Universal and Viacom. The fees and expenses of Universal's independent auditors in connection with their review of any Notice of Disagreement shall be borne by Universal, and the fees and expenses of Viacom's independent auditors incurred in connection with their review of the Closing Statement shall be borne by Viacom. (d) If the Seller Representative has timely delivered an Adjustment Notice, then Purchaser and portion of the Seller Representative shall attempt Undistributed Current Year Earnings allocable to reach agreement ECC's account as shown on the matters identified in the Adjustment Notice. If, by the thirtieth (30th) day following Purchaser’s receipt of the Adjustment Notice, Purchaser and the Seller Representative have not agreed in writing to the resolution of the matters identified in the Adjustment Notice, then such matters shall be submitted to an independent accounting firm as may be agreed by the Seller Representative and Purchaser final Closing Statement (the “Independent Accountants”"Actual Earnings Amount") for resolution. Each of Sellers is greater than the Estimated Allocable Current Year Earnings, Universal shall cause the Partnership to, and Purchaser agree that it shall not engageif the Actual Earnings Amount is less than Estimated Allocable Current Year Earnings, directly or indirectlyViacom shall, or agree to engage, within 10 days after the Independent Accountants to perform any services other than as the Independent Accountants pursuant hereto until the Adjustment Amount Closing Statement becomes final and items thereon have been finally determined pursuant to this Section 2.6(d). Each of the Seller Representative and Purchaser agrees to execute, if requested by the Independent Accountants, a reasonable engagement letter. Purchaser and the Seller Representative shall instruct the Independent Accountants to review this Agreement and the disputed items or amounts for the purpose of calculating the Adjustment Amount and the Post-Closing Payment. In making such calculation, the Independent Accountants shall consider only those items or amounts in the Adjustment Amount Statement and Purchaser’s calculation of the Adjustment Amount and the Post-Closing Payment as to which the Seller Representative has disagreed in the Adjustment Notice. The Independent Accountants shall deliver to Purchaser and the Seller Representative, as promptly as practicable (but in any case no later than thirty (30) days from the date of engagement of the Independent Accountants), a report setting forth such calculation and the Adjustment Amount Statement shall be deemed to be amended to reflect the calculation of the Adjustment Amount and the Post-Closing Payment as determined by the Independent Accountants and shall be deemed the “Final Adjustment Amount Statement.” The scope of the disputes to be resolved by the Independent Accountants is limited to whether the amounts set forth binding on the line items on the Adjustment Amount Statement were obtained from and in accordance with the books and records of the Company and the Company Subsidiaries and are in accordance with U.S. GAAP applied on a basis consistent with prior periods and in conformity with the principles used by the Company in the preparation of its Financial Statementsparties, and whether there were mathematical errors in the Adjustment Amount Statement, in each case, to the extent related to the unresolved items set forth in the Adjustment Notice, and the Independent Accountants are not to make any other determination. Purchaser shall, and shall exercise the voting, governance and contractual powers available to it to cause the Company and the Company Subsidiaries to, furnish or cause to be furnished to the Independent Accountants access to such employees, officers, and facilities and such books and records relating to the disputed items as the Independent Accountants may reasonably request. The fees and expenses of the Independent Accountants shall be borne fifty percent (50%) by Sellers (allocated among Sellers according to their respective Proportional Shares), on the one hand, and fifty percent (50%) by Purchaser, on the other hand. The Final Adjustment Amount Statement (including the calculation of the Post-Closing Payment thereon) as determined by the Independent Accountants shall be final, non-appealable and binding upon Purchaser, the Seller Representative and Sellers. The Independent Accountants shall act as an expert, not as an arbitrator. (e) If the Post-Closing Payment is a negative amount, then Purchaser shall pay to each Seller an amount in cash equal to such Seller’s Proportional Share of the Post-Closing Payment plus interest on such amount from (and including) the Closing Date to (but excluding) the date of payment at the Specified Rate. If the Post-Closing Payment is a positive amount, then Sellers shall collectively pay to Purchaser an amount in cash equal to the Post-Closing Payment (allocated among Sellers according to their respective Proportional Shares) plus interest on such amount from (and including) the Closing Date to (but excluding) the date of payment at the Specified Rate. Each payment (if any) required by this Section 2.6(e) shall be made within five (5) Business Days following the date the Post-Closing Payment is deemed to be finally determined pursuant to this Section 2.6. All payments required to be made pursuant to this Section 2.6 shall be made by wire transfer of immediately available fundsfunds to an account designated by Viacom or the Partnership, as applicable, of the amount of such difference, together with interest thereon at the prime rate, as reported from time to time in the Wall Street Journal, from the Closing Date to the date of actual payment, calculated on the basis of the actual number of days elapsed divided by 365. (e) The parties hereto agree and acknowledge that payments pursuant to this Article 8 are in respect of Partnership income and are not part of the purchase price for or any part of the consideration in respect of the Viacom Partnership Interests or the Viacom Sci-Fi Europe Stock or the agreement set forth in Article 7.

Post-Closing Payment. (a) As promptly as practicable, and in any event not later than sixty ninety (6090) days after the Closing Date, Purchaser shall prepare and deliver to the Seller Representative a written statement (the “Adjustment Amount Statement”) setting forth in reasonable detail the Purchaser’s calculation of the Adjustment Amount as of the Deemed Closing Date Time, as derived from the Purchaser’s review of the financial information and other books and records of the Acquired Companies and, based thereon, a statement of the Purchaser’s calculation of the Post-Closing Payment. The Adjustment Amount Statement shall (i) with respect to the Net Cash Balance calculation and the Net Working Capital Shortfall calculation, be prepared in accordance with U.S. GAAP applied on a basis consistent with the preparation of the Financial Statements and (ii) be certified by a financial officer of the Company. (b) Purchaser shall give, and shall exercise the voting, governance and contractual powers available agrees to it to cause the Company and the Company Subsidiaries to give, the give Seller Representative and its representatives reasonable Representatives access during normal business hours to such employees, officers, officers and facilities and such books and records (including the work papers of the Company Company’s auditors, subject to Seller signing a customary agreement relating to access to such work papers in form and substance reasonably acceptable to such auditors) of Purchaser and the Company SubsidiariesAcquired Companies during normal business hours, as is reasonably necessary to allow the Seller Representative and its representatives Representatives to review the Adjustment Amount Statement. (c) The Seller Representative may, in good faith, dispute the Adjustment Amount Statement by delivery of written notice thereof (an a “Adjustment Dispute Notice”) to Purchaser within thirty sixty (3060) days following receipt by the Seller Representative of the Adjustment Amount Statement. The Adjustment Dispute Notice shall set forth in reasonable detail all items disputed by the Seller RepresentativeSeller, together with the Seller RepresentativeSeller’s proposed changes thereto, including an explanation in reasonable detail of the basis on which the Seller Representative proposes such changes. If (i) by written notice to Purchaser, the Seller Representative accepts the Adjustment Amount Statement or (ii) the Seller Representative fails to deliver an Adjustment a Dispute Notice within the prescribed thirty sixty-day (30)-day 60-day) period (which failure shall result in the Seller Representative and Sellers being deemed to have agreed to the Adjustment Amount Statement delivered by Purchaser), the Adjustment Amount Statement delivered by Purchaser Purchaser, and the Adjustment Amount . 4 reflected therein, shall become final and binding on the Seller Representative, Sellers and Purchaser as of the date on which the earlier of the foregoing events occurs. (d) If the Seller Representative has timely delivered an Adjustment a Dispute Notice, then Purchaser and the Seller Representative shall attempt use commercially reasonable efforts to reach agreement on the matters identified in the Adjustment Dispute Notice. If, by the thirtieth (30th) day following Purchaser’s receipt of the Adjustment Dispute Notice, Purchaser and the Seller Representative have not agreed in writing to the resolution of any of the matters identified in the Adjustment Dispute Notice, then such unresolved matters shall be submitted to an independent accounting firm as may be agreed by the Seller Representative and Purchaser (the “Independent Accountants”) Accountants for resolution. Each of Sellers and Purchaser agree that it shall not engage, directly or indirectly, or agree to engage, the Independent Accountants to perform any services other than as the Independent Accountants pursuant hereto until the Adjustment Amount Statement and items thereon have been finally determined pursuant to this Section 2.6(d). Each of the Seller Representative and Purchaser agrees to execute, if requested by the Independent Accountants, a reasonable engagement letter. Purchaser and the Seller Representative shall instruct the Independent Accountants to review this Agreement prepare and the disputed items or amounts for the purpose of calculating the deliver a revised Adjustment Amount and Statement (including the calculation of the Post-Closing Payment. In making such calculation, the Independent Accountants shall consider only those items or amounts in the Adjustment Amount Statement and Purchaser’s calculation of the Adjustment Amount and the Post-Closing Payment as to which the Seller Representative has disagreed in the Adjustment Notice. The Independent Accountants shall deliver ) to Purchaser and the Seller Representative, as promptly as practicable (but in any case no later than within thirty (30) days from of the date referral of engagement of such dispute to the Independent Accountants), a report setting forth such calculation taking into account all items not in dispute between Purchaser and Seller (to be included in the revised Adjustment Amount Statement shall be deemed to be amended to reflect in the calculation of the Adjustment Amount amounts agreed by Purchaser and the Post-Closing Payment as determined Seller) and those unresolved items requested by the Independent Accountants Purchaser and shall be deemed the “Final Adjustment Amount Statement.” The scope of the disputes Seller to be resolved by the Independent Accountants is limited to whether the amounts set forth on the line items on the Adjustment Amount Statement were obtained from and in accordance with the books and records of the Company Accountants. Purchaser and the Company Subsidiaries and are in accordance with U.S. GAAP applied on a basis consistent with prior periods and in conformity with the principles used by the Company in the preparation of its Financial Statements, and whether there were mathematical errors in the Adjustment Amount Statement, in each case, to the extent related to the unresolved items set forth in the Adjustment Notice, and the Independent Accountants are not to make any other determination. Purchaser shall, and shall exercise the voting, governance and contractual powers available to it to cause the Company and the Company Subsidiaries to, furnish or cause to be furnished to the Independent Accountants access to such employees, officers, and facilities and such books and records (including the work papers of the Company’s auditors, subject to Seller signing a customary agreement relating to access to such work papers in form and substance reasonably acceptable to such auditors) relating to the disputed items as the Independent Accountants may reasonably request. The fees and expenses of the Independent Accountants shall be borne fifty percent (50%) by Sellers (allocated among Sellers according to their respective Proportional Shares)Seller, on the one hand, and fifty percent (50%) by Purchaser, on the other hand. The Final revised Adjustment Amount Statement (including the calculation of the Adjustment Amount and the Post-Closing Payment thereonreflected therein) as determined delivered by the Independent Accountants shall be final, non-appealable final and binding upon Purchaser and Seller; provided, however, that in no event shall (i) Purchaser be obligated to make any payment to Seller under Section 1.6(e) in excess of the amount that would have been payable using Purchaser’s calculation of the Post-Closing Payment as set forth in the Adjustment Amount Statement delivered by Purchaser, but taking into account the changes proposed by Seller Representative and Sellersset forth in the Dispute Notice or (ii) Seller be obligated to make any payment to Purchaser under Section 1.6(e) in excess of the amount that would have been payable using Purchaser’s calculation of the Post-Closing Payment as set forth in the Adjustment Amount Statement delivered by Purchaser. The Independent Accountants shall act as an expert, not as an arbitrator. (e) If the Post-Closing Payment is a negative amount, then Purchaser shall pay to each Seller an amount in cash equal to such Seller’s Proportional Share of the Post-Closing Payment plus interest on such amount from (and including) the Closing Date to (but excluding) the date of payment at the Specified RatePayment. If the Post-Closing Payment is a positive amount, then Sellers Seller shall collectively pay to Purchaser an amount in cash equal to the Post-Closing Payment (allocated among Sellers according to their respective Proportional Shares) plus interest on such amount from (and including) the Closing Date to (but excluding) the date of payment at the Specified RatePayment. Each payment (if any) required by this Section 2.6(e1.6(e) shall be made within five ten (510) Business Days following the date the Post-Closing Payment is deemed to be finally determined pursuant to this Section 2.61.6, except to the extent any payment in respect of undisputed amounts has been paid pursuant to Section 1.6(c). All payments required to be made pursuant to this Section 2.6 1.6 shall be . 5 made by wire transfer of immediately available fundsfunds to the bank account or accounts designated by the Party receiving such payment. (f) Purchaser and Seller agree to treat, and to cause their respective Affiliates to treat, for all Tax purposes, any payment made under this Section 1.6, to the maximum extent permitted by applicable Law, as an adjustment to the Purchase Price.

Post-Closing Payment. (a) As promptly as practicable, and in any event not later than sixty (60) Within 10 business days after the delivery of the certified inventory report by the inventory service, Debtors shall deliver to Purchasers a statement of the aggregate amount of the Cost Value of all Saleable Inventory included in the Inventory Taking determined in accordance with Section 2.4 plus ---- the Cost Value of all Saleable Inventory subject to Gross Rings at each Store between the Closing DateDate and the Inventory Date at such Store (the "Closing ------- Merchandise Inventory"), together with Debtors' good faith determination of the --------------------- Post-Closing Payment. During the period immediately following the Purchaser's receipt of such Closing Merchandise Inventory and until the Post-Closing Payment is finally determined pursuant to this Section 2.5, the representatives and agents designated by the Purchaser shall prepare be permitted to review Debtors' books and deliver records and working papers related to the Seller Representative a written statement (the “Adjustment Amount Statement”) setting forth Purchaser’s calculation of the Adjustment Amount as preparation of the Closing Date and, based thereon, a statement of Purchaser’s calculation Merchandise Inventory and determination of the Post-Closing Payment. The Adjustment Amount Statement Closing Merchandise Inventory and Debtors' determination of the Post-Closing Payment shall become final and binding upon the parties five days after the Purchaser's receipt thereof (the "Initial Settlement Date"), unless the ----------------------- Purchaser gives written notice to Debtors of its disagreement ("Notice of --------- Disagreement") prior to such date. Any Notice of Disagreement shall specify in ------------ reasonable detail the nature of any disagreement so asserted. If a timely Notice of Disagreement is received by Debtors, then the Closing Merchandise Inventory and the determination of the Post-Closing Payment (as revised in accordance with clause (i) or (ii) below) shall become final and binding upon the parties on the earliest of (i) the date the parties hereto resolve in writing any differences they have with respect to the Net Cash Balance calculation and matters specified in the Net Working Capital Shortfall calculation, be prepared in accordance with U.S. GAAP applied on a basis consistent with the preparation Notice of the Financial Statements and (ii) be certified by a financial officer of the Company. (b) Purchaser shall give, and shall exercise the voting, governance and contractual powers available to it to cause the Company and the Company Subsidiaries to give, the Seller Representative and its representatives reasonable access during normal business hours to such employees, officers, facilities and such books and records of the Company and the Company Subsidiaries, as is reasonably necessary to allow the Seller Representative and its representatives to review the Adjustment Amount Statement. (c) The Seller Representative may, in good faith, dispute the Adjustment Amount Statement by delivery of written notice thereof (an “Adjustment Notice”) to Purchaser within thirty (30) days following receipt by the Seller Representative of the Adjustment Amount Statement. The Adjustment Notice shall set forth in reasonable detail all items disputed by the Seller Representative, together with the Seller Representative’s proposed changes thereto, including an explanation in reasonable detail of the basis on which the Seller Representative proposes such changes. If (i) by written notice to Purchaser, the Seller Representative accepts the Adjustment Amount Statement Disagreement or (ii) the Seller Representative fails date all matters in dispute are finally resolved in writing by the Court. During the 10 days following delivery of a Notice of Disagreement, Debtors and the Purchaser shall seek in good faith to deliver an Adjustment Notice within resolve in writing any differences which they may have with respect to the prescribed thirty (30)-day period (which failure shall result matters specified in the Seller Representative and Sellers being deemed Notice of Disagreement. During such period, a representative appointed by the Debtors shall be permitted to have agreed review the Purchaser's working papers relating to the Adjustment Amount Statement delivered by Purchaser), Notice of Disagreement. At the Adjustment Amount Statement delivered by Purchaser shall become final and binding on the Seller Representative, Sellers and Purchaser as end of the date on which the earlier of the foregoing events occurs. (d) If the Seller Representative has timely delivered an Adjustment Notice, then Purchaser and the Seller Representative shall attempt to reach agreement on the matters identified in the Adjustment Notice. If, by the thirtieth (30th) such 10-day following Purchaser’s receipt of the Adjustment Noticeperiod, Purchaser and the Seller Representative have not agreed in writing Debtors shall submit to the Court for review and resolution of the all matters identified which remain in dispute which were included in the Adjustment NoticeNotice of Disagreement, then such matters shall be submitted to an independent accounting firm as may be agreed by the Seller Representative and Purchaser (the “Independent Accountants”) for resolution. Each of Sellers and Purchaser agree that it shall not engage, directly or indirectly, or agree to engage, the Independent Accountants to perform any services other than as the Independent Accountants pursuant hereto until the Adjustment Amount Statement and items thereon have been finally determined pursuant to this Section 2.6(d). Each of the Seller Representative and Purchaser agrees to execute, if requested by the Independent Accountants, a reasonable engagement letter. Purchaser and the Seller Representative Court shall instruct the Independent Accountants to review this Agreement and the disputed items or amounts for the purpose make a final determination of calculating the Adjustment Amount Closing Merchandise Inventory and the Post-Closing Payment. In making such calculation, the Independent Accountants shall consider only those items or amounts in the Adjustment Amount Statement and Purchaser’s calculation of the Adjustment Amount and the Post-The Closing Payment as to which the Seller Representative has disagreed in the Adjustment Notice. The Independent Accountants shall deliver to Purchaser and the Seller Representative, as promptly as practicable (but in any case no later than thirty (30) days from the date of engagement of the Independent Accountants), a report setting forth such calculation and the Adjustment Amount Statement shall be deemed to be amended to reflect the calculation of the Adjustment Amount Merchandise Inventory and the Post-Closing Payment as determined by the Independent Accountants and shall be deemed the “Final Adjustment Amount Statement.” The scope of the disputes to be resolved by the Independent Accountants is limited to whether the amounts set forth on the line items on the Adjustment Amount Statement were obtained from and in accordance with this Section 2.5 shall become final and binding on the books and records of parties on the Company date the Court delivers its final resolution to the parties. Purchaser and the Company Subsidiaries and are in accordance with U.S. GAAP applied on a basis consistent with prior periods and in conformity with the principles used by the Company in the preparation of its Financial Statements, and whether there were mathematical errors in the Adjustment Amount Statement, in Debtors shall each case, to the extent related to the unresolved items set forth in the Adjustment Notice, and the Independent Accountants are not to make any other determination. Purchaser shall, and shall exercise the voting, governance and contractual powers available to it to cause the Company and the Company Subsidiaries to, furnish or cause to be furnished to the Independent Accountants access to such employees, officers, and facilities and such books and records relating to the disputed items as the Independent Accountants may reasonably request. The bear their own fees and expenses in connection with the Court's resolution. (b) Within two business days after the Initial Settlement Date, the Purchaser shall pay the Debtors by wire transfer of immediately available funds to the Independent Accountants shall be borne fifty percent (50%) account designated for such purposes by Sellers (allocated among Sellers according to their respective Proportional Shares), on the one hand, and fifty percent (50%) by Purchaser, on the other hand. The Final Adjustment Amount Statement (including the calculation Debtors any portion of the Post-Closing Payment thereon) as determined by that is not subject to the Independent Accountants shall be final, non-appealable and binding upon Purchaser, the Seller Representative and SellersNotice of Disagreement. The Independent Accountants shall act as an expert, not as an arbitrator. (e) If the Post-Closing Payment is a negative amount, then Purchaser shall pay to each Seller an amount in cash equal to such Seller’s Proportional Share the Debtors any disputed portions of the Post-Closing Payment plus interest on such amount from (and including) the Closing Date to (but excluding) the date of payment at the Specified Rate. If the Post-Closing Payment is a positive amount, then Sellers shall collectively pay to Purchaser an amount in cash equal to the Post-Closing Payment (allocated among Sellers according to their respective Proportional Shares) plus interest on such amount from (and including) the Closing Date to (but excluding) the date of payment at the Specified Rate. Each payment (if any) required by this Section 2.6(e) shall be made within five (5) Business Days following the date the Post-Closing Payment is deemed to be finally determined pursuant to this Section 2.6. All payments required to be made pursuant to this Section 2.6 shall be made by wire transfer of immediately available fundsfunds to the account designated for such purposes by the Debtors as soon as practicable after resolution of such dispute, but no later than 2 business days after such resolution.

Post-Closing Payment. To the extent Seller has fully satisfied the conditions to all of the “Post-Closing Payment” (aas defined below) As promptly as practicable, and in any event not later than sixty within the thirty (6030) days after the day period immediately following Closing Date, Purchaser shall prepare and deliver to the Seller Representative a written statement (the “Adjustment Amount StatementPost-Closing Payment Period”), Seller will provide Purchase with one written notice (the “Post-Closing Notice”) setting forth Purchaser’s calculation such satisfaction, accompanied by any documentation to be delivered to Purchaser pursuant to this subparagraph 3.4(b). The Post-Closing Notice must be received by Purchaser within the thirty (30) day period immediately following Closing. If Purchaser is satisfied that the Post-Closing Notice will fulfill the Post- Closing Payment conditions set forth below, Purchase will pay to Seller by wire transfer the Post-Closing Payment within ten (10) days of receipt of Post-Closing Notice. The amount of the Adjustment Amount as Post-Closing Payment to be paid to Seller under this Agreement will be One Million U.S. Dollars ($1,000,000). If Seller has not, prior to the end of the Post-Closing Date andPayment Period, based thereonfully satisfied all of the conditions to payment of the Post-Closing Payment as further set forth in paragraphs 3.4(b)(i) through (ii), a statement of Purchaser’s calculation Seller will have no right to receive, and Purchaser will have no obligations to pay any portion of the Post-Closing Payment. The Adjustment Amount Statement shall (i) with respect to the Net Cash Balance calculation and the Net Working Capital Shortfall calculation, be prepared in accordance with U.S. GAAP applied on a basis consistent with the preparation For purposes of the Financial Statements and (ii) be certified by a financial officer limitation of the Company. (b) Purchaser shall give, and shall exercise the voting, governance and contractual powers available to it to cause the Company and the Company Subsidiaries to give, the Seller Representative and its representatives reasonable access during normal business hours to such employees, officers, facilities and such books and records liability of the Company and the Company Subsidiaries, each party as is reasonably necessary to allow the Seller Representative and its representatives to review the Adjustment Amount Statement. (c) The Seller Representative may, in good faith, dispute the Adjustment Amount Statement by delivery of written notice thereof (an “Adjustment Notice”) to Purchaser within thirty (30) days following receipt by the Seller Representative of the Adjustment Amount Statement. The Adjustment Notice shall set forth in reasonable detail all items disputed by paragraph 8.1, the Seller Representative, “purchase price” will equal the total of the amount set forth in paragraph 3.4(a) together with the Seller Representative’s proposed changes thereto, including an explanation in reasonable detail amount of the basis on which the Seller Representative proposes such changesPost-Closing Payments (if any) paid to Seller. If (i) by written notice to Purchaser, the Seller Representative accepts the Adjustment Amount Statement or (ii) the Seller Representative fails to deliver an Adjustment Notice within the prescribed thirty (30)-day period (which failure shall result in the Seller Representative and Sellers being deemed to have agreed to the Adjustment Amount Statement delivered by Purchaser), the Adjustment Amount Statement delivered by Purchaser shall become final and binding on the Seller Representative, Sellers and Purchaser as of the date on which the earlier of the foregoing events occurs. (d) If the Seller Representative has timely delivered an Adjustment Notice, then Purchaser and the Seller Representative shall attempt to reach agreement on the matters identified in the Adjustment Notice. If, by the thirtieth (30th) day following Purchaser’s receipt of the Adjustment Notice, Purchaser and the Seller Representative have not agreed in writing to the resolution of the matters identified in the Adjustment Notice, then such matters shall be submitted to an independent accounting firm as may be agreed by the Seller Representative and Purchaser (the The “Independent Accountants”) for resolution. Each of Sellers and Purchaser agree that it shall not engage, directly or indirectly, or agree to engage, the Independent Accountants to perform any services other than as the Independent Accountants pursuant hereto until the Adjustment Amount Statement and items thereon have been finally determined pursuant to this Section 2.6(d). Each of the Seller Representative and Purchaser agrees to execute, if requested by the Independent Accountants, a reasonable engagement letter. Purchaser and the Seller Representative shall instruct the Independent Accountants to review this Agreement and the disputed items or amounts for the purpose of calculating the Adjustment Amount and the Post-Closing Payment. In making such calculation, ” and the Independent Accountants shall consider only those items or amounts in the Adjustment Amount Statement and corresponding conditions to Purchaser’s calculation of the Adjustment Amount and the obligation to make such Post-Closing Payment Payments are as following: (i) Seller confirms that it has not received any correspondence from *** or from *** pursuant to which the termination letter dated ***, such that the License Agreement between *** and Irvine Sensors Corporation *** is terminated. * Confidential treatment requested pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. In accordance with Rule 24b-2, these confidential portions have been omitted from this exhibit and filed separately with the Securities and Exchange Commission. (ii) Seller Representative has disagreed shall use best efforts to obtain from *** proper agreements from *** and ***, and ***, in a form acceptable to Purchaser, either terminating the Adjustment Noticesublicense agreements or amending each sublicenses so that it is non-exclusive, nonsublicensable and nontransferable. The Independent Accountants shall deliver to Purchaser and the Seller Representative, as promptly as practicable (but in any case no later than thirty (30) days from the date of engagement of the Independent Accountants), a report setting forth such calculation and the Adjustment Amount Statement shall be deemed to be amended to reflect the calculation of the Adjustment Amount and the Post-Closing Payment as determined by the Independent Accountants and shall be deemed the “Final Adjustment Amount Statement.” The scope of the disputes to be resolved by the Independent Accountants is limited to whether the amounts set forth on the line items on the Adjustment Amount Statement were obtained from and in accordance with the books and records of the Company and the Company Subsidiaries and are in accordance with U.S. GAAP applied on a basis consistent with prior periods and in conformity with the principles used by the Company in the preparation of its Financial Statements, and whether there were mathematical errors in the Adjustment Amount Statement, in each case, to the extent related to the unresolved items obligations set forth in this subsection (ii) shall continue until such time as the Adjustment Notice, and the Independent Accountants sublicense agreements are not to make any other determinationterminated or amended as set forth therein. Purchaser shall, and shall exercise the voting, governance and contractual powers available to it to cause the Company and the Company Subsidiaries to, furnish or cause to be furnished to the Independent Accountants access to such employees, officers, and facilities and such books and records relating to the disputed items as the Independent Accountants may reasonably request. The fees and expenses of the Independent Accountants shall be borne fifty percent (50%) by Sellers (allocated among Sellers according to their respective Proportional Shares), on the one hand, and fifty percent (50%) by Purchaser, on the other hand. The Final Adjustment Amount Statement (including the calculation payment of the Post-Closing Payment thereon) as determined by the Independent Accountants shall be final, non-appealable and binding upon Purchaser, the not relieve Seller Representative and Sellers. The Independent Accountants shall act as an expert, not as an arbitratorof these obligations. (e) If the Post-Closing Payment is a negative amount, then Purchaser shall pay to each Seller an amount in cash equal to such Seller’s Proportional Share of the Post-Closing Payment plus interest on such amount from (and including) the Closing Date to (but excluding) the date of payment at the Specified Rate. If the Post-Closing Payment is a positive amount, then Sellers shall collectively pay to Purchaser an amount in cash equal to the Post-Closing Payment (allocated among Sellers according to their respective Proportional Shares) plus interest on such amount from (and including) the Closing Date to (but excluding) the date of payment at the Specified Rate. Each payment (if any) required by this Section 2.6(e) shall be made within five (5) Business Days following the date the Post-Closing Payment is deemed to be finally determined pursuant to this Section 2.6. All payments required to be made pursuant to this Section 2.6 shall be made by wire transfer of immediately available funds.