Payment of Post-Closing Adjustments. Any adjustments to the Purchase Price as reflected in the Final Settlement Statement will be offset against each other so that only one payment is required between the Parties. The Party owing payment will pay the other Party in cash the net post-Closing adjustment to the Purchase Price set forth in the Final Settlement Statement within five (5) Business Days following the date upon which all matters in the proposed Final Settlement Statement (excluding any Title Disputes) are either # agreed upon by the Sellers and Buyer in writing, # deemed accepted by Buyer at the end of the Review Period pursuant to Section 2.4(a), or (iii) finally determined by the Accounting Consultant in accordance with Section 2.4(c), as applicable.

Payment of Post-Closing Adjustments. Any adjustments to the Purchase Price as reflected in the Final Settlement Statement will be offset against each other so that only one payment is required between the Parties. The Party owing payment will pay the other Party in cash the net post-Closing adjustment to the Purchase Price set forth in the Final Settlement Statement within five (5) Business Days following the date upon which all matters in the proposed Final Settlement Statement (excluding any Title Disputes) are either # agreed upon by the Seller and Buyer in writing, # deemed accepted by Buyer at the end of the Review Period pursuant to Section 2.4(a), or (iii) finally determined by the Accounting Consultant in accordance with Section 2.4(c), as applicable.

Post-Closing Adjustments. As soon as reasonably practicable after Closing, but in no event later than 180 days after Closing (“True-Up Period”), Seller and Buyer, acting reasonably and in good faith, will reconcile between themselves the amounts to be prorated pursuant to this Agreement, using any updated information with respect to matters then available. During the True-Up Period each Party will provide the other with reasonable access to the books, records, computer runs, and other documents relating to the Assets and the Marketing/Retail Business which contain information relevant to completing the reconciliation. The Party in whose favor any original incorrect adjustment or error was made will pay to the other Party the sum necessary to correct such previous incorrect adjustment or error within 10 Business Days of notice from the other Party. “Business Day” means any day other than Saturday, Sunday, federal holiday, or Hawaii State holiday (as defined in Hawaii Revised Statutes § 8-1). This Section will survive Closing.

Post-Closing Adjustments. If any of the items described in this [Article 12] cannot be apportioned at the Closing because of the unavailability of the amounts which are to be apportioned or otherwise, or are incorrectly apportioned at Closing or subsequent thereto, such items shall be apportioned or reapportioned, as the case may be, as soon as practicable after the AmericasActive:17009577.1

Payment of Post-Closing Adjustments. Any adjustments to the Purchase Price as reflected in the Final Settlement Statement will be offset against each other so that only one payment is required between the Parties. The Party owing payment will pay the other Party in cash the net post-Closing adjustment to the Purchase Price set forth in the Final Settlement Statement within five (5) Business Days following the date upon which all matters in the proposed Final Settlement Statement (excluding any Title Disputes) are either # agreed upon by the Sellers and Buyer in writing, # deemed accepted by Buyer at the end of the Review Period pursuant to [Section 2.5(a), or (z)] finally determined by the Accounting Consultant in accordance with Section 2.5(c), as applicable.

Post-Closing Adjustments. After the Closing, the Parties shall make the post-Closing adjustments to the Closing Purchase Price, as applicable, set forth in [Section 2.2(b)] (as so adjusted, the “Purchase Price”).

Post-Closing Payment. If and to the extent # the amount of any cash in the Company on the Effective Date exceeds the aggregate of the Aggregate Reserves Amount and the Pre­ Profit Transfer Amount and # the Pre ED Profit Transfer Claim Amount exceeds the Pre-Profit Transfer Amount, then the Purchaser shall cause the Company to pay such further cash to the Seller within the time period in [Section 4.4.2] (the “Post-Closing Payment”), but in no event more than until the sum of the Pre-Profit Transfer Amount and the amount of the Post-Closing Payment equals the Pre ED Profit Transfer Claim Amount. This shall also apply if the Pre-Profit Transfer Amount is zero.

Payment of Post-Closing Adjustments. Any adjustments to the Purchase Price as reflected in the Final Settlement Statement will be offset against each other so that only one payment is required between the Parties. Any such adjustment made post-Closing shall be paid only in cash. If the Final Price is less than the Closing Adjusted Price, then Seller shall pay Buyer cash in the amount determined pursuant to this Section 2.5(b), and if the Final Price is more than the Closing Adjusted Price, then Buyer shall pay Seller cash in the amount determined pursuant to this Section 2.5(b). The adjustments contemplated in this Section 2.5(b) shall be made within five (5) Business Days following the date (the “Final Settlement Determination Date”) upon which all matters in the proposed Final Settlement Statement (including any Title Disputes) are either # agreed upon by the Seller and Buyer in writing, # deemed accepted by Buyer at the end of the Review Period pursuant to Section 2.5(a), or (C) finally determined by the Accounting Consultant in accordance with Section 2.5(c), as applicable.

No later than ninety (90) days following the Closing Date, the Buyer will prepare, or cause to be prepared, and deliver to the Seller Representative a statement (the “Closing Statement”) setting forth the Buyer’s calculation of # the Indebtedness Amount; # the Company Transaction Expenses; and # the Closing Working Capital.

If the Post-Closing Adjustment is a negative number, Seller and Buyer shall, within five Business Days after the Determination Date, jointly instruct the Escrow Agent to disburse from the Adjustment Escrow Fund, by wire transfer of immediately available funds, # the Post-Closing Adjustment (up to the amount in the Adjustment Escrow Fund) to Buyer, and # the remainder, if any, of the Adjustment Escrow Fund after the disbursement of the Post-Closing Adjustment pursuant to the [foregoing clause (A)] to Seller (for further distribution to Seller Stockholders in accordance with their Pro Rata Shares); provided, that if the absolute value of the Post-Closing Adjustment is greater than the amount in the Adjustment Escrow Fund, Buyer shall be entitled to recover such shortfall, at Buyer’s election, from the Indemnity Escrow Fund, or directly from Seller or Seller Stockholders in accordance with their Pro Rata Shares.