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

Post-Closing Purchase Price Adjustments. (i) If (A) the Final Net Working Capital is less than the Estimated Net Working Capital, the Purchase Price shall be reduced on a dollar‑for‑dollar basis by an amount equal to such deficit, or (B) the Final Net Working Capital is greater than the Estimated Net Working Capital, the Purchase Price shall be increased by an amount equal to such surplus. (ii) If (A) the Final Net Plant Value is less than the Estimated Net Plant Value, the Purchase Price shall be reduced on a dollar‑for‑dollar basis by an amount equal to such deficit, or (B) the Final Net Plant Value is greater than the Estimated Net Plant Value, the Purchase Price shall be increased by an amount equal to such surplus. (iii) If (A) the Final Cash Amount is less than the Estimated Cash Amount, the Purchase Price shall be reduced on a dollar‑for‑dollar basis by an amount equal to such deficit, or (B) the Final Cash Amount is greater than the Estimated Cash Amount, the Purchase Price shall be increased by an amount equal to such surplus. (iv) If (A) the Final Indebtedness Amount is greater than the Estimated Purchaser Paid Indebtedness Amount, the Purchase Price shall be reduced on a dollar‑for‑dollar basis by an amount equal to such surplus, or (B) the Final Indebtedness Amount is less than the Estimated Purchaser Paid Indebtedness Amount, the Purchase Price shall be increased by an amount equal to such surplus. The net amount of the adjustments to the Purchase Price under this Section 2.4(g) shall be the “Purchase Price Adjustment Deficit” if the net amount of the adjustments would, in the aggregate, reduce the Purchase Price hereunder, or the “Purchase Price Adjustment Surplus” if the net amount of the adjustments would, in the aggregate, increase the Purchase Price hereunder.

Post-Closing Purchase Price Adjustments. (a) The Cash Purchase Price will be an amount equal to the Estimated Cash Purchase Price, increased or decreased as set forth below: (i) If (A) if the Final Net Working Capital as of the Closing Date is greater than the Estimated Working Capital, the amount of such surplus will be added to the Estimated Cash Purchase Price; (ii) if the Working Capital as of the Closing Date is less than the Estimated Net Working Capital, the amount of such deficit will be subtracted from the Estimated Cash Purchase Price; and (iii) that portion of the cost of any audit that is required to be borne by the Sellers pursuant to Section 2.7(a) or 2.7(c) will be subtracted from the Estimated Cash Purchase Price. The Estimated Cash Purchase Price shall be reduced on a dollar‑for‑dollar basis by an amount equal as so increased or decreased is referred to such deficitas the Cash Purchase Price. (b) Subject to Section 11.16, or within ten Business Days after the final determination of the Working Capital: (Bi) if the Final Net Working Capital Cash Purchase Price is greater than the Estimated Net Working CapitalCash Purchase Price (disregarding for this purpose any payments made pursuant to Section 2.8(c)(i)(A)), the Purchase Price shall be increased Buyers will pay to the Sellers, by an wire transfer of immediately available funds to the bank account or accounts designated by the Sellers pursuant to Section 2.5, the amount equal to of such surplus. ; or (ii) If (A) if the Final Net Plant Value is less than the Estimated Net Plant Value, the Cash Purchase Price shall be reduced on a dollar‑for‑dollar basis by an amount equal to such deficit, or (B) the Final Net Plant Value is greater than the Estimated Net Plant Value, the Purchase Price shall be increased by an amount equal to such surplus. (iii) If (A) the Final Cash Amount is less than the Estimated Cash AmountPurchase Price (disregarding for this purpose any payments made pursuant to Section 2.8(c)(i)(A)), the Purchase Price Sellers will pay to the Buyers, by wire transfer of immediately available funds to a bank account or accounts designated by the Buyers, the amount of such deficit. (c) Within two Business Days after the closing or final expiration of the Overallotment Option (the “Overallotment Option Closing Date”): (i) if any shares of Primo Stock are sold by Primo Parent pursuant to the Overallotment Option, the amount of net cash proceeds from the sale of such shares (up to the amount of the Initial Share Consideration) (the “Overallotment Cash Consideration”) shall be reduced on a dollar‑for‑dollar basis be: (A) paid to the Sellers by an amount wire transfer of immediately available funds to the bank account or accounts designated by the Sellers pursuant to Section 2.5, and (B) subtracted from the Initial Share Consideration; and (ii) the Buyers will issue to Culligan US (A) the number of shares of Primo Stock equal to such deficit, or (A) the Share Consideration (as adjusted pursuant to Section 2.8(c)(i)(B)) divided by (B) the Final Cash Amount is greater than the Estimated Cash Amount, the Purchase Price shall be increased by an amount equal to such surplusIPO Share Price. (iv) If (A) the Final Indebtedness Amount is greater than the Estimated Purchaser Paid Indebtedness Amount, the Purchase Price shall be reduced on a dollar‑for‑dollar basis by an amount equal to such surplus, or (B) the Final Indebtedness Amount is less than the Estimated Purchaser Paid Indebtedness Amount, the Purchase Price shall be increased by an amount equal to such surplus. The net amount of the adjustments to the Purchase Price under this Section 2.4(g) shall be the “Purchase Price Adjustment Deficit” if the net amount of the adjustments would, in the aggregate, reduce the Purchase Price hereunder, or the “Purchase Price Adjustment Surplus” if the net amount of the adjustments would, in the aggregate, increase the Purchase Price hereunder.

Post-Closing Purchase Price Adjustments. (i) If (A) the Final Net Working Capital is less than the Estimated Net Working Capital, the The Preliminary Base Purchase Price shall be reduced subject to adjustment after the Closing Date as follows: (a) Within ninety (90) days after the Closing Date, the Sellers’ Representative shall deliver to FTI and the Buyer: (i) combined financial statements prepared in accordance with GAAP consistently applied and consisting of a balance sheet and statements of income, changes in stockholders’ equity and cash flows of the Business as of the end of the year ended December 31, 2005, which shall have been reviewed by the Company’s independent accountants (the “Final Financial Statements”); and (ii) a statement (the “Closing Sellers’ Statement”) setting forth the Sellers’ calculation, based on a dollar‑for‑dollar basis the Final Financial Statements, of (A) Closing Base EBIT (“Sellers’ Base EBIT”), (B) the Sellers’ Base Purchase Price, (C) the Working Capital of the Company as of the Closing Date (the “Sellers’ Working Capital”), and (D) schedules that explain by line item in reasonable detail any material variations between the Final Financial Statements and the calculations in clauses (A), (B), and (C). “Sellers’ Base Purchase Price” shall be an amount equal to 6.25 times Sellers’ Base EBIT. (b) If the Preliminary Base Purchase Price exceeds the Sellers’ Base Purchase Price, the amount of the excess (the “Negative Closing Adjustment Amount”) shall be paid by the Sellers to the Buyer, (i) in cash by each Seller in an amount equal to such deficit, or Seller’s Blended Percentage multiplied by the product of (A) 0.64 and (B) the Final Net Working Capital Negative Closing Adjustment Amount, such payment to be made by wire transfer of immediately available funds within five (5) Business Days of the delivery of the Closing Sellers’ Statement to an account designated by the Buyer; and (ii) in accordance with the Restricted Stock Agreements, by delivery by the Escrow Agent to the Buyer of certificates representing a number of FTI Shares (rounded to the nearest whole share) equal to such Seller’s Blended Percentage multiplied by a fraction, the numerator of which is greater the product of (A) 0.36 and (B) the Negative Closing Adjustment Amount, and the denominator of which is the Closing Market Value. (c) If the Preliminary Base Purchase Price is less than the Estimated Net Working CapitalSellers’ Base Purchase Price, the Purchase Price difference (the “Positive Closing Adjustment Amount”) shall be increased paid by the Buyer to the Sellers (i) in cash to each Seller in an amount equal to such surplusSeller’s Blended Percentage multiplied by the product of (A) 0.64 and (B) the Positive Closing Adjustment Amount, such payment to be made by wire transfer of immediately available funds within five (5) Business Days of delivery of the Closing Sellers’ Statement to an account designated by the Sellers; and (ii) by delivery to the Escrow Agent in accordance with the Restricted Stock Agreements by FTI of certificates representing a number of FTI Shares (rounded to the nearest whole share) equal to such Seller’s Blended Percentage multiplied by a fraction, the numerator of which is the product of (A) 0.36 and (B) the Positive Closing Adjustment Amount, and the denominator of which is the Closing Market Value. (d) In addition to any payments made by the Parties under subsections (b) or (c) of this Section 1.7: (i) in the event that the Estimated Closing Date Working Capital exceeds the Sellers’ Working Capital, then each of the Sellers shall pay to the Buyer, within five (5) Business Days of the delivery of the Closing Sellers’ Statement, an amount equal to such Seller’s respective Share Percentage of the excess, such payment to be made by wire transfer of immediately available funds to an account designated by the Buyer; or (ii) in the event that the Sellers’ Working Capital exceeds the Estimated Closing Date Working Capital, then the Buyer shall pay to each Seller, within five (5) Business Days of the delivery of the Closing Sellers’ Statement, an amount equal to each Seller’s respective Share Percentage of the excess, such payment to be made by wire transfer of immediately available funds to an account designated by such Seller. (e) On or prior to July 14, 2006, FTI and the Buyer shall deliver to the Sellers’ Representative either a notice indicating that FTI and the Buyer accept the Closing Sellers’ Statement (the “Acceptance Notice”) or a detailed statement describing their objections thereto (the “Objection Notice). If FTI and the Buyer timely deliver the Acceptance Notice to the Sellers’ Representative, or if FTI and the Buyer do not deliver the Objection Notice or the Acceptance Notice on or prior to July 14, 2006, then, effective as of either the date of delivery of the Acceptance Notice or as of the close of business on July 14, 2006, whichever is earlier, FTI and the Buyer shall be deemed to have accepted (i) Sellers’ Base EBIT, in which event Sellers’ Base EBIT shall be deemed Final Base EBIT and the Sellers’ Base Purchase Price shall be deemed the Final Base Purchase Price, including for purposes of calculations under Sections 1.5 and 1.9, and (ii) Sellers’ Working Capital, which shall be deemed Final Closing Date Working Capital. (f) If FTI and the Buyer timely deliver the Objection Notice, their objections shall be resolved as follows: (i) FTI, the Buyer and the Sellers’ Representative shall first use reasonable efforts to resolve objections. (ii) If FTI, the Buyer and the Sellers’ Representative do not reach a resolution of all objections set forth in the Objection Notice within 30 days after delivery thereof, FTI, the Buyer and the Sellers’ Representative shall, within 30 days following the expiration of such 30-day period, engage the Accountant to resolve the Unresolved Objections pursuant to an engagement agreement executed by FTI, the Buyer, the Sellers’ Representative and the Accountant. (Aiii) FTI, the Buyer and the Sellers’ Representative shall jointly submit to the Accountant, within five (5) Business Days after the date of the engagement of the Accountant (as evidenced by the date of the engagement agreement), a copy of the Closing Sellers’ Statement, a copy of the Objection Notice, and a statement setting forth the resolution of any objections agreed to by FTI, the Buyer and the Sellers’ Representative. Each of FTI (on behalf of the Buyer) and the Sellers’ Representative shall submit to the Accountant (with a copy delivered to the other party on the same day), within 45 days after the date of the engagement of the Accountant, a memorandum (which may include supporting exhibits) setting forth its positions on the Unresolved Objections. Each of FTI and the Sellers’ Representative may (but shall not be required to) submit to the Accountant (with a copy delivered to the other party on the same day), within 60 days after the date of the engagement of the Accountant, a memorandum responding to the initial memorandum submitted to the Accountant by the other party. Unless requested by the Accountant in writing, neither party may present any additional information or arguments to the Accountant, either orally or in writing. (iv) Within 90 days after the date of its engagement hereunder, the Accountant shall determine whether the Unresolved Objections are appropriate (in whole or in part) and shall issue a ruling which shall include a statement substantially in the same form as the Closing Sellers’ Statement. Such statement shall reflect any resolutions to objections agreed upon by FTI, the Buyer and the Sellers’ Representative, and the Accountant’s resolution of the Unresolved Objections, which resolution shall be limited to the Unresolved Objections and shall not reflect adjustments to the Closing Sellers’ Statement in excess of the proposed adjustments set forth in the Objection Notice. The Accountant’s statement shall set forth a calculation of (x) Final Base EBIT, which result shall be deemed to be Final Base EBIT for purposes of calculations under Sections 1.5 and 1.9, and (y) Final Closing Date Working Capital. (v) The resolution by the Accountant of the Unresolved Objections and the calculations of Final Base EBIT and Final Closing Date Working Capital shall be conclusive and binding upon FTI, the Buyer, the Sellers and the Sellers’ Representative. FTI, the Buyer, the Sellers and the Sellers’ Representative agree that the procedure set forth in this Section 1.7(f) for resolving disputes with respect to Final Base EBIT, Final Closing Date Working Capital and determining the Final Net Plant Value is less than the Estimated Net Plant Value, the Base Purchase Price shall be reduced the sole and exclusive method for resolving any such disputes and making such determination; provided that this provision shall not prohibit FTI and the Buyer, on a dollar‑for‑dollar the one hand, and the Sellers’ Representative, on the other hand, from instituting litigation to enforce the ruling of the Accountant. (vi) The Buyer, and the Sellers collectively, each shall pay 50% of the fees and expenses of the Accountant. (g) Immediately (i) on July 17, 2006, if no Objection Notice or Acceptance Notice was timely delivered, (ii) upon delivery of the Acceptance Notice, or (iii) upon final resolution of any dispute in connection with the determination of Final Base EBIT and Final Closing Date Working Capital pursuant to this Section 1.7, the Final Base Purchase Price shall be calculated in accordance with Section 1.5 on the basis of Final Base EBIT as determined in accordance with Section 1.7. (h) If the Sellers’ Base Purchase Price exceeds the Final Base Purchase Price, the amount of such difference (the “Final Negative Closing Adjustment Amount”) shall be paid by the Sellers to the Buyer, (i) in cash by each Seller in an amount equal to such deficit, or Seller’s Blended Percentage multiplied by the product of (A) 0.64 and (B) the Final Net Plant Value Negative Closing Adjustment Amount, such payment to be made by wire transfer of immediately available funds within five (5) Business Days of the determination of the Final Base Purchase Price to an account designated by the Buyer; and (ii) in accordance with the Restricted Stock Agreements, by delivery by the Escrow Agent to the Buyer of certificates representing a number of FTI Shares (rounded to the nearest whole share) equal to such Seller’s Blended Percentage multiplied by a fraction, the numerator of which is greater the product of (A) 0.36 and (B) the Final Negative Closing Adjustment Amount, and the denominator of which is the Closing Market Value. (i) If the Sellers’ Base Purchase Price is less than the Estimated Net Plant ValueFinal Base Purchase Price, the Purchase Price amount of such difference (the “Final Positive Closing Adjustment Amount”) shall be increased paid by the Buyer to the Sellers (i) in cash to each Seller in an amount equal to such surplusSeller’s Blended Percentage multiplied by the product of (A) 0.64 and (B) the Final Positive Closing Adjustment Amount, such payment to be made by wire transfer of immediately available funds within five (5) Business Days of the determination of the Final Base Purchase Price to an account designated by the Sellers; and (ii) by delivery to the Escrow Agent in accordance with the Restricted Stock Agreements by FTI of certificates representing a number of FTI Shares (rounded to the nearest whole share) equal to such Seller’s Blended Percentage multiplied by a fraction, the numerator of which is the product of (A) 0.36 and (B) the Final Positive Closing Adjustment Amount and the denominator of which is the Closing Market Value. (iiij) If In addition to any payments made by the Parties under subsections (Ah) or (i) of this Section 1.7: (i) in the event that the Sellers’ Working Capital exceeds the Final Cash Amount is less than Closing Date Working Capital, then the Estimated Cash AmountSellers shall pay to the Buyer, within five (5) Business Days of the Purchase Price shall be reduced on a dollar‑for‑dollar basis by determination of the Final Closing Date Working Capital under this Section 1.7, an amount equal to such deficitSeller’s respective Share Percentage of the excess, or such payment to be made by wire transfer of immediately available funds to an account designated by the Buyer; or (Bii) in the event that the Final Cash Amount is greater than Closing Date Working Capital exceeds the Estimated Cash AmountSellers’ Working Capital, then the Purchase Price Buyer shall be increased by pay, within five (5) Business Days of the determination of the Final Closing Date Working Capital under this Section 1.7, an amount equal to such surplus. (iv) If (A) the Final Indebtedness Amount is greater than the Estimated Purchaser Paid Indebtedness Amount, the Purchase Price shall be reduced on a dollar‑for‑dollar basis by an amount equal to such surplus, or (B) the Final Indebtedness Amount is less than the Estimated Purchaser Paid Indebtedness Amount, the Purchase Price shall be increased by an amount equal to such surplus. The net amount each Seller’s respective Share Percentage of the adjustments excess, such payment to be made by wire transfer of immediately available funds to accounts designated by the Purchase Price under this Section 2.4(g) shall be the “Purchase Price Adjustment Deficit” if the net amount of the adjustments would, in the aggregate, reduce the Purchase Price hereunder, or the “Purchase Price Adjustment Surplus” if the net amount of the adjustments would, in the aggregate, increase the Purchase Price hereunderSellers.

Post-Closing Purchase Price Adjustments. (ia) Within twenty (20) days following the Closing Date, the Buyer shall deliver to the Sellers a special purpose balance sheet with respect to those lines items included on the Estimated Closing Date Balance Sheet as of the close of business on the Adjustment Date prepared by the Buyer (the "Closing Date Balance Sheet"). The Closing Date Balance Sheet shall be prepared in accordance with GAAP, applied on a consistent basis with prior periods as restated in a manner consistent with the Seller Balance Sheet, shall also include a separate line item setting forth all ticket liabilities in respect of Advance Ticket Sales and shall set forth the calculation of the Net Amount in a manner consistent with the calculation thereof on the Seller Balance Sheet and the Estimated Closing Date Balance Sheet as of the Closing Date. If the Net Amount, as reflected in the Closing Date Balance Sheet, is greater than the Net Amount, as reflected in the Estimated Closing Date Balance Sheet, the Estimated Purchase Price shall be increased, by a final adjustment to the Estimated Purchase Price as provided in Section 2.2(c), by the amount of such excess (A) the "Final Purchase Price Increase"). If the Net Working Capital Amount as reflected in the Closing Date Balance Sheet is less than the Net Amount as reflected in the Estimated Net Working CapitalClosing Date Balance Sheet, the Estimated Purchase Price shall be reduced decreased, by a final adjustment to the Estimated Purchase Price as provided in Section 2.2(c), by the amount of such deficiency (the "Final Purchase Price Decrease"). (b) Within fifteen (15) days after the Closing, the Buyer shall prepare and deliver to the Sellers a statement, duly executed by a senior financial officer of the Buyer, setting forth, for the period after the Pre-Closing Date and running through the close of business on the Adjustment Date, all Advance Ticket Sales, and an accounting of all ticket liabilities and proceeds received in respect thereof by the Sellers and Sellers' Ticket Agents (the "Post-Closing Advance Ticket Sales Statement"). If the ticket liabilities for Advance Ticket Sales, as reflected in the Pre-Closing Date Advance Ticket Statement, is greater than the ticket liabilities for Advance Ticket Sales, as reflected in the Post-Closing Advance Ticket Sales Statement, the Estimated Purchase Price shall be increased, by an adjustment to the Estimated Purchase Price as provided in Section 2.2(c), by the amount of such excess (the "Final Advance Ticket Sales Decrease"). If the ticket liabilities for Advance Ticket Sales, as reflected in the Pre-Closing Advance Sales Ticket Statement, is less than the ticket liabilities for Advance Ticket Sales, as reflected in the Post-Closing Advance Ticket Sales Statement, the Estimated Purchase Price shall be decreased, by an adjustment to the Estimated Purchase Price as provided in Section 2.2(c), by the amount of such deficiency (the "Final Advance Ticket Sales Increase"). (c) The Sellers shall have fifteen (15) days after receipt of the Closing Date Balance Sheet and related supporting documentation (the "Dispute Period") to dispute any item, calculation or amount, in the Closing Date Balance Sheet (a dollar‑for‑dollar "Dispute"). If the Sellers do not give written notice of a Dispute (a "Dispute Notice") to the Buyer within the Dispute Period, the Closing Date Balance Sheet shall be deemed to have been irrevocably accepted by the Sellers in the form in which it was delivered by the Buyer and not subject to further challenge. In the event that the Sellers do not agree with any item, calculation or amount, reflected on the Closing Date Balance Sheet, the Sellers shall give the Buyer a Dispute Notice within the Dispute Period, setting forth the basis of any disagreement, and the Sellers and the Buyer shall, within ten (10) days after receipt by the Buyer of such Dispute Notice, attempt to resolve such Dispute and agree in writing upon the final Closing Date Balance Sheet. In the event that the Sellers and the Buyer are unable to resolve any such Dispute within the ten (10) day resolution period, then the certified public accounting firm of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or such other national office of a certified public accounting firm as may be mutually agreed upon by the Sellers and the Buyer (the "Arbitrator") shall be employed as arbitrator hereunder to settle such Dispute as soon as reasonably practicable. The parties agree that the Arbitrator shall decide only the matters involved in the Dispute, and not any other matters. Any arbitration pursuant to this Section 2.4(c) shall be conducted in New York, New York in accordance with the Commercial Arbitration Rules of the American Arbitration Association then existing and the Arbitrator's determination with respect to any Dispute shall be final and binding on all parties and not subject to appeal or review (judicial or otherwise) on any ground, and judgment on the arbitration award may be enforced in any court having jurisdiction over the subject matter of the controversy. The Sellers and the Buyer shall each pay one-half of the fees and expenses of the Arbitrator for the services of the Arbitrator in the arbitration. (d) In the event of a permitted purchase price adjustment pursuant to this Section 2.4 (each, a "Purchase Price Adjustment"), an amount equal to such deficit, or (B) the Final Net Working Capital is greater than the Estimated Net Working Capital, the Purchase Price Adjustment together with interest on such amount at a rate equal to the "prime rate" of interest as published in the Wall Street Journal from time to time, from the Closing Date to the payment date, shall be increased by an amount equal to such surpluspaid in accordance with the provisions of this Agreement and the Escrow Agreements. (ii) If (A) the Final Net Plant Value is less than the Estimated Net Plant Value, the Purchase Price shall be reduced on a dollar‑for‑dollar basis by an amount equal to such deficit, or (B) the Final Net Plant Value is greater than the Estimated Net Plant Value, the Purchase Price shall be increased by an amount equal to such surplus. (iii) If (A) the Final Cash Amount is less than the Estimated Cash Amount, the Purchase Price shall be reduced on a dollar‑for‑dollar basis by an amount equal to such deficit, or (B) the Final Cash Amount is greater than the Estimated Cash Amount, the Purchase Price shall be increased by an amount equal to such surplus. (iv) If (A) the Final Indebtedness Amount is greater than the Estimated Purchaser Paid Indebtedness Amount, the Purchase Price shall be reduced on a dollar‑for‑dollar basis by an amount equal to such surplus, or (B) the Final Indebtedness Amount is less than the Estimated Purchaser Paid Indebtedness Amount, the Purchase Price shall be increased by an amount equal to such surplus. The net amount of the adjustments to the Purchase Price under this Section 2.4(g) shall be the “Purchase Price Adjustment Deficit” if the net amount of the adjustments would, in the aggregate, reduce the Purchase Price hereunder, or the “Purchase Price Adjustment Surplus” if the net amount of the adjustments would, in the aggregate, increase the Purchase Price hereunder.

Post-Closing Purchase Price Adjustments. (i) If (A) the Final Net Working Capital is less than the Estimated Net Working Capital, the Purchase Price shall be reduced on a dollar‑for‑dollar dollar-for-dollar basis by an amount equal to such deficit, or (B) the Final Net Working Capital is greater than the Estimated Net Working Capital, the Purchase Price shall be increased by an amount equal to such surplus. (ii) If (A) the Final Net Plant Value is less than the Estimated Net Plant Value, the Purchase Price shall be reduced on a dollar‑for‑dollar dollar-for-dollar basis by an amount equal to such deficit, or (B) the Final Net Plant Value is greater than the Estimated Net Plant Value, the Purchase Price shall be increased by an amount equal to such surplus. (iii) If (A) the Final Cash Amount is less than the Estimated Cash Amount, the Purchase Price shall be reduced on a dollar‑for‑dollar dollar-for-dollar basis by an amount equal to such deficit, or (B) the Final Cash Amount is greater than the Estimated Cash Amount, the Purchase Price shall be increased by an amount equal to such surplus. (iv) If (A) the Final Indebtedness Amount is greater than the Estimated Purchaser Paid Indebtedness Amount, the Purchase Price shall be reduced on a dollar‑for‑dollar dollar-for-dollar basis by an amount equal to such surplus, or (B) the Final Indebtedness Amount is less than the Estimated Purchaser Paid Indebtedness Amount, the Purchase Price shall be increased by an amount equal to such surplus. The net amount of the adjustments to the Purchase Price under this Section 2.4(g) shall be the “Purchase Price Adjustment Deficit” if the net amount of the adjustments would, in the aggregate, reduce the Purchase Price hereunder, or the “Purchase Price Adjustment Surplus” if the net amount of the adjustments would, in the aggregate, increase the Purchase Price hereunder.

Post-Closing Purchase Price Adjustments. (ia) If (A) The Seller and the Final Net Working Capital is less than the Estimated Net Working Capital, Buyer agree that the Purchase Price shall be reduced adjusted following the Closing as follows: (i) increased dollar for dollar to the extent that Capital Payments as set forth on the Closing Balance Sheet exceed Capital Payments as set forth on the Revised Preliminary Balance Sheet, (ii) decreased dollar for dollar to the extent that Capital Payments as set forth on the Closing Balance Sheet are less than Capital Payments as set forth on the Revised Preliminary Balance Sheet, (iii) increased dollar for dollar to the extent that Debt as set forth on the Closing Balance Sheet is less than Debt as set forth on the Revised Preliminary Balance Sheet, (iv) decreased dollar for dollar to the extent that Debt as set forth on the Closing Balance 3 Sheet exceeds Debt as set forth on the Revised Preliminary Balance Sheet, (v) increased dollar for dollar to the extent that Working Capital as set forth on the Closing Balance Sheet exceeds Working Capital as set forth on the Revised Preliminary Balance Sheet, and (vi) decreased dollar for dollar to the extent that Working Capital as set forth on the Closing Balance Sheet is less than Working Capital as set forth on the Revised Preliminary Balance Sheet. (b) Within 60 days after the Closing Date, the Buyer shall prepare and deliver to the Seller an unaudited consolidated balance sheet of the Company and its Subsidiaries as of the Closing Date (the "Closing Balance Sheet"). The Closing Balance Sheet shall be prepared by the Buyer in good faith and in accordance with GAAP applied on a dollar‑for‑dollar consistent basis and shall be accompanied by an all information reasonably necessary to determine the amount equal of Capital Payments, Debt and Working Capital as of the Closing. The Seller shall cooperate with the Buyer in the preparation of the Closing Balance Sheet. (c) The Buyer shall allow the Seller and its agents access at all reasonable times after the Closing Date to the books, records and accounts of the Company and its Subsidiaries to allow the Seller to examine the accuracy of the Closing Balance Sheet. Within 30 days after the date that the Closing Balance Sheet is delivered by the Buyer to the Seller, the Seller shall complete its examination thereof and may deliver to the Buyer a written report setting forth any proposed adjustments to the Closing Balance Sheet (the "Seller's Dispute Report"). If the Seller notifies the Buyer of its acceptance of the amount of Capital Payments, Debt and Working Capital as of the Closing shown on the Closing Balance Sheet, or if the Seller fails to deliver a report of proposed adjustments to the Closing Balance Sheet within the 30 day period specified in the preceding sentence, the amount of Capital Payments, Debt and Working Capital as of the Closing shown on the Closing Balance Sheet shall be conclusive and binding on the parties as of the last day of such 30 day period. The Buyer and the Seller shall use good faith efforts to resolve any dispute involving the amount of Capital Payments, Debt and Working Capital as of the Closing (each a "Disputed Matter"), and any resolution between them as to a Disputed Matter shall be final, binding and conclusive on the parties hereto. If, after 30 days following the receipt by the Buyer of the Seller's Dispute Report, the Buyer and the Seller are unable to resolve any Disputed Matter, such Disputed Matter shall be referred to a nationally recognized independent accounting firm reasonably acceptable to both the Buyer and the Seller (the "Arbitrator") for resolution. The Arbitrator shall be instructed to use every reasonable effort to make its determination with respect to such deficitDisputed Matter (the "Determination") within 30 days of the submission to the Arbitrator of such Disputed Matter. The Buyer shall give the Arbitrator access at all reasonable times to the books, or records and accounts of the Company and its Subsidiaries used to prepare the Closing Balance Sheet. After completing the Determination, the Arbitrator shall deliver notice of the Determination to the Buyer and the Seller and upon receipt thereof, the Determination shall be final, binding and conclusive on the parties hereto with respect to such Disputed Matter. Each of the Buyer and the Seller shall bear all costs, fees and expenses incurred by it in connection with such arbitration, and the allocation of the costs, fees and expenses of the Arbitrator as between the Buyer and the Seller shall be determined by the Arbitrator in its sole discretion. (Bd) If the Final Net Working Capital Purchase Price as finally determined in accordance with Section 1.3(a) is less than the amount paid by the Buyer to the Seller at the Closing, then the Seller shall pay over to the Buyer the amount of such difference, plus interest thereon at the rate of 8.5% per annum from and including the Closing Date to but excluding the date of payment, by wire transfer of immediately available funds within three days after the date on which the Purchase Price adjustments are finally determined in accordance with this Section 1.3. If the Purchase Price as finally determined in accordance with Section 1.3(a) is greater than the Estimated Net Working Capitalamount paid by the Buyer to the Seller at the Closing, then the Buyer shall pay over to the Seller the amount of such difference, plus interest thereon at the rate of 8.5% per annum from and including the Closing Date to but excluding the date of payment, by wire transfer of immediately available funds within three days after the date on which Purchase Price shall be increased by an amount equal to such surplus. (ii) If (A) the Final Net Plant Value is less than the Estimated Net Plant Value, the Purchase Price shall be reduced on a dollar‑for‑dollar basis by an amount equal to such deficit, or (B) the Final Net Plant Value is greater than the Estimated Net Plant Value, the Purchase Price shall be increased by an amount equal to such surplus. (iii) If (A) the Final Cash Amount is less than the Estimated Cash Amount, the Purchase Price shall be reduced on a dollar‑for‑dollar basis by an amount equal to such deficit, or (B) the Final Cash Amount is greater than the Estimated Cash Amount, the Purchase Price shall be increased by an amount equal to such surplus. (iv) If (A) the Final Indebtedness Amount is greater than the Estimated Purchaser Paid Indebtedness Amount, the Purchase Price shall be reduced on a dollar‑for‑dollar basis by an amount equal to such surplus, or (B) the Final Indebtedness Amount is less than the Estimated Purchaser Paid Indebtedness Amount, the Purchase Price shall be increased by an amount equal to such surplus. The net amount of the adjustments to the Purchase Price under are finally determined in accordance with this Section 2.4(g) shall be the “Purchase Price Adjustment Deficit” if the net amount of the adjustments would, in the aggregate, reduce the Purchase Price hereunder, or the “Purchase Price Adjustment Surplus” if the net amount of the adjustments would, in the aggregate, increase the Purchase Price hereunder1.3.