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This excerpt taken from the C 10-Q filed Aug 7, 2009. 4.17 Purchase
Price and Target Net Assets Level Adjustment. The Purchaser
may, at its option, no later than 30 Business Days prior to the Closing Date
(or, with the consent of the Sellers, which shall not be unreasonably withheld,
no later than 3 Business Days prior to the date of the NCS Demerger Agreement),
notify the Sellers that each of the Purchase Price and Target Net Assets Level
shall be adjusted upwards and Estimated Excess Capital shall be adjusted
downwards, in each case in an equal amount that, in the Purchasers reasonable
determination, will (to the extent practicable) optimize the working capital
and capital structure of the New Securities Company. In connection with the foregoing, the Sellers
shall provide the Purchaser all information that it may reasonably request to
allow it to make such determination.
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