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Section 2.5(a) or (ii) amounts greater than the amounts therefor (in the case of
liabilities) or less than the amounts therefor (in the case of assets) set forth
in the Final Closing Statement. The costs and expenses of the Referee and its
services rendered pursuant to this Section 2.5 shall be borne one-half by Buyer
and one-half by Holdings.
(b) Payment of Cash Consideration Adjustments.
(1) After the amount of the Cash Consideration is finally determined
pursuant to Section 2.5(a), payments shall be made as follows:
(A) If the amount of the Cash Consideration as finally determined
pursuant to Section 2.5(a) exceeds the Closing Cash Payment, then
within three business days after the date the amount of Cash
Consideration is finally determined pursuant to Section 2.5(a), (i)
Buyer will pay to Holdings in cash the amount of such excess by wire
or accounts transfer of immediately available funds to an account
designated by Holdings by written notice to Buyer and (ii) Buyer and
Holdings will direct the Adjustment Escrow Agent to pay to Holdings in
cash the Adjustment Escrow Amount, if any.
(B) If the amount of the Closing Cash Payment exceeds the amount
of the Cash Consideration as finally determined pursuant to Section
2.5(a), then within three business days after the date the amount of
Cash Consideration is finally determined pursuant to Section 2.5(a),
(i) Holdings will direct the Adjustment Escrow Agent to pay to Buyer
in cash the amount of such excess to the extent of the Adjustment
Escrow Amount, if any, and (ii) if such excess is greater than the
amount paid to Buyer from the Adjustment Escrow Amount, Holdings will
pay to Buyer in cash the amount of such excess to the extent not paid
from the Adjustment Escrow Amount, by wire or accounts transfer of
immediately available funds to an account designated by Buyer by
written notice to Holdings. If any portion of the Adjustment Escrow
Amount, if any, remains after payment to Buyer of any amounts pursuant
to the preceding sentence, Buyer and Holdings will direct the
Adjustment Escrow Agent to promptly pay such amounts to Holdings.
(2) Any amount which becomes payable pursuant to this Section 2.5 will
constitute an adjustment to the Cash Consideration for all purposes.
SECTION 3: REPRESENTATIONS AND WARRANTIES OF GROUP
Subject to any provisions of this Agreement limiting, qualifying or
excluding any of the representations or warranties made herein, and to the
disclosures set forth in Renaissance's Disclosure Schedules, as such schedules
are referenced herein, Group hereby represents and warrants to Buyer as set
forth in this Section 3.
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