Common use of Closing Balance Sheet Clause in Contracts

Closing Balance Sheet. As soon as reasonably practicable following the Closing Date, and in any event within one hundred thirty days (130) days thereafter, the Company shall prepare and deliver to Seller (i) a consolidated balance sheet of the Included Subsidiaries as of the close of business on the date immediately prior to the Closing Date (the "Closing Balance Sheet"), (ii) a consolidated balance sheet of the Company as of the close of business on the date immediately prior to the Closing Date, (iii) a calculation of the "Closing Net Working Capital Amount", which shall equal the Net Working Capital Amount as reflected on the Closing Balance Sheet minus the Target Net Working Capital Amount (including the line item components thereof, together with reasonable back-up information providing the basis for such balance sheet and calculations), (iv) the amount of outstanding Indebtedness outstanding as of the close of business on the date immediately prior to the Closing Date minus any such Indebtedness to be paid at any time prior to the Closing or that will be paid by Seller at the Closing plus any Indebtedness incurred on the Closing Date that remains outstanding immediately after the Closing (the "Closing Indebtedness") which Closing Indebtedness shall include the actual amount of the U.K. Loans and the Esterhazy Loan immediately prior to the Closing, (including the components thereof, together with reasonable back up information); (v) a calculation of the amount of Retention Bonuses that would have been paid by the Acquired Companies to the Employees, in accordance with the terms of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus the amount of the Retention Bonuses that were not rolled-over into the Senior Executive Plan (such sum being referred to as the "Actual Retention Bonuses"), (vi) a statement of the actual amount of the sales bonuses set forth on Section 3.16(a)(iii) of the Seller Disclosure Letter that would have been paid to the Employees in accordance with the terms of such Sales Bonuses had such Sales Bonuses not been "rolled over" into the Senior Executive Plan or that were payable (and not paid by Seller prior to Closing) (the "Actual Sales Bonuses"), (vii) a calculation of the funding level of the U.K. Plan, at Closing, and the Actual U.K. Funding Amount as prepared by the Salt Union Limited's actuary in the U.K. consistent with its prior practice and (viii) a calculation of the Net Interim Period Adjustment Amount (which calculation shall set forth, for the Interim Period and the Offset Period, if any, a calculation of the Interim Period EBITDA generated, a calculation of the Interim Period Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment Amounts). The Closing Balance Sheet, the Interim Period EBITDA, and the Interim Period Capital Expenditures shall be prepared in accordance with GAAP and on a basis consistent with the preparation of the Company Financial Statements (except as specified in the definition of Interim Period EBITDA). In order for Seller to review the Closing Balance Sheet and calculate the Closing Net Working Capital Amount, the Closing Indebtedness, the Net Interim Period Adjustment Amount (and the elements of such calculation) and to review the calculation of the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, the Company will provide to Seller and Seller's accountants prompt and full access to the personnel, accountants and books and records of the Acquired Companies (and shall provide copies of the applicable portions of such books and records as may be reasonably requested), to the extent reasonably related to the preparation of the Closing Balance Sheet and the calculation of the Closing Net Working Capital Amount, the Closing Indebtedness, the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, and the Net Interim Period Adjustment Amount (and the elements of such calculation).

Closing Balance Sheet. Attached hereto as Exhibit 1.05 is a proforma balance sheet for the Company, which includes $1,900,000 of net worth, ("The Minimum Requirements"). Seller shall have the exclusive right to manage the Company and the Business until 12:01 a.m. EDT on Saturday, May 6, 2000. In this regard, Seller shall have the right to sell or exchange assets of the Company; provided, however, at the end of such period, the net worth of the Company shall be no less than $1,900,000. As soon as reasonably practicable following of the Closing Date, the Company has $300,000 in cash which it will use to pay to Buyer the amounts owed for fees and inventory purchases from January 11, 2000 through May 6, 2000. As soon as practical (and in any no event within one hundred later than thirty days (13030) days thereafterafter the Closing Date), Seller shall cause to be prepared and delivered to the Buyer an adjusted balance sheet for the Company shall prepare and deliver to Seller (i) a consolidated balance sheet of the Included Subsidiaries dated as of May 6, 2000 ("the close of business on the date immediately prior to the Closing Date (the "Closing Balance Sheet"), (ii) a consolidated balance sheet of the Company as of the close of business on the date immediately prior to the Closing Date, (iii) a calculation of the "Closing Net Working Capital Amount", which shall equal the Net Working Capital Amount as reflected on the Closing Balance Sheet minus the Target Net Working Capital Amount (including the line item components thereof, together with reasonable back-up information providing the basis for such balance sheet and calculations), (iv) the amount of outstanding Indebtedness outstanding as of the close of business on the date immediately prior to the Closing Date minus any such Indebtedness to be paid at any time prior to the Closing or that will be paid by Seller at the Closing plus any Indebtedness incurred on the Closing Date that remains outstanding immediately after the Closing (the "Closing Indebtedness") which Closing Indebtedness shall include the actual amount of the U.K. Loans and the Esterhazy Loan immediately prior to the Closing, (including the components thereof, together with reasonable back up information); (v) a calculation of the amount of Retention Bonuses that would have been paid by the Acquired Companies to the Employees, in accordance with the terms of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus the amount of the Retention Bonuses that were not rolled-over into the Senior Executive Plan (such sum being referred to as the "Actual Retention Bonuses"), (vi) a statement of the actual amount of the sales bonuses set forth on Section 3.16(a)(iii) of the Seller Disclosure Letter that would have been paid to the Employees in accordance with the terms of such Sales Bonuses had such Sales Bonuses not been "rolled over" into the Senior Executive Plan or that were payable (and not paid by Seller prior to Closing) (the "Actual Sales Bonuses"), (vii) a calculation of the funding level of the U.K. Plan, at Closing, and the Actual U.K. Funding Amount as prepared by the Salt Union Limited's actuary in the U.K. consistent with its prior practice and (viii) a calculation of the Net Interim Period Adjustment Amount (which calculation shall set forth, for the Interim Period and the Offset Period, if any, a calculation of the Interim Period EBITDA generated, a calculation of the Interim Period Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment Amounts). The Closing Balance Sheet, the Interim Period EBITDA, Buyer and the Interim Period Capital Expenditures its accountants shall be prepared in accordance with GAAP and on a basis consistent with the preparation of the Company Financial Statements (except as specified in the definition of Interim Period EBITDA). In order for Seller entitled to review the Closing Balance Sheet Sheet, and calculate the Closing Net Working Capital Amountany working papers, the Closing Indebtednesssource documents, the Net Interim Period Adjustment Amount (trial balances and the elements of such calculation) and similar materials relating to review the calculation of the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, the Company will provide to Seller and Seller's accountants prompt and full access to the personnel, accountants and books and records of the Acquired Companies (and shall provide copies of the applicable portions of such books and records as may be reasonably requested), to the extent reasonably related to the preparation of the Closing Balance Sheet prepared by Seller or its accountants. Seller shall also provide Buyer and its accountants with timely access, during Seller's normal business hours, to Seller's personnel, properties, books and records to the calculation extent related to the Closing Balance Sheet. The Closing Balance Sheet shall show all of the assets associated with the Business (which include cash, inventories, fixed assets and prepaid expenses) as well as all liabilities associated with the Business (including accounts payable and accrued liabilities), all showing a net book value no less than $1,900,000. Prior to May 6, 2000, Seller shall cause all Non-Business Assets to be transferred from the Company to the account of Seller; provided, however, if any Non-Business Asset has not been so transferred by the Closing Net Working Capital AmountDate, Buyer will cooperate with Seller to cause the Company to transfer all such Non-Business Assets to Seller as soon as possible thereafter. Because of the "carve out" of the Non-Business Assets, the Closing Indebtedness, the Actual Retention Bonuses, the Actual Sales Bonuses Balance Sheet may not conform to generally accepted accounting principles and the Actual U.K. Funding Amount, and the Net Interim Period Adjustment Amount (and the elements of such calculation)shall not be required to so conform.

Closing Balance Sheet. As soon as reasonably practicable Within 90 days following the Closing DateClosing, Michxxx, xx the one hand, and in any event within one hundred thirty days (130) days thereafterPapetti's Hygrade and the Acquired Entities, on the Company other hand, shall prepare and deliver to Seller (i) a consolidated cause an audit of the combined balance sheet of Papetti's Hygrade and the Included Subsidiaries Acquired Entities as of the close of business on the date immediately prior to the Closing Date (the "Closing Balance Sheet"), (ii) a consolidated balance sheet of the Company as of the close of business on the date immediately prior to the Closing Date, (iii) a calculation of the "Closing Net Working Capital Amount", which shall equal the Net Working Capital Amount as reflected on the Closing Balance Sheet minus the Target Net Working Capital Amount (including the line item components thereof, together with reasonable back-up information providing the basis for such balance sheet and calculations), (iv) the amount of outstanding Indebtedness outstanding as of the close of business on the date immediately prior to the Closing Date minus any such Indebtedness to be paid at any time prior to the Closing or that will be paid by Seller at the Closing plus any Indebtedness incurred on the Closing Date that remains outstanding immediately after the Closing (the "Closing Indebtedness") which Closing Indebtedness shall include the actual amount of the U.K. Loans and the Esterhazy Loan immediately prior to the Closing, (including the components thereof, together with reasonable back up information); (v) a calculation of the amount of Retention Bonuses that would have been paid by the Acquired Companies to the Employees, in accordance with the terms of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus the amount of the Retention Bonuses that were not rolled-over into the Senior Executive Plan (such sum being referred to as the "Actual Retention Bonuses"), (vi) a statement of the actual amount of the sales bonuses set forth on Section 3.16(a)(iii) of the Seller Disclosure Letter that would have been paid to the Employees in accordance with the terms of such Sales Bonuses had such Sales Bonuses not been "rolled over" into the Senior Executive Plan or that were payable (and not paid by Seller prior to Closing) (the "Actual Sales Bonuses"), (vii) a calculation of the funding level of the U.K. Plan, at Closing, and the Actual U.K. Funding Amount as prepared by the Salt Union Limited's actuary in the U.K. consistent with its prior practice and (viii) a calculation of the Net Interim Period Adjustment Amount (which calculation shall set forth, for the Interim Period and the Offset Period, if any, a calculation of the Interim Period EBITDA generated, a calculation of the Interim Period Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment Amounts). The Closing Balance Sheet, the Interim Period EBITDA, and the Interim Period Capital Expenditures Sheet shall be prepared in accordance with GAAP consistently applied utilizing the accounting principles described in the most recently completed audited financial statements of Papetti's Hygrade and on the Acquired Entities except that, (i) depreciation during the period from the Balance Sheet Dates to the Closing Date shall be computed using the straight-line method, applied to each fixed asset's existing net book value at the Balance Sheet Dates, divided by the remaining useful life of each asset, whereby the remaining useful life is computed by applying the useful life used by Michxxx xxx each class of asset, less the useful life consumed through the Balance Sheet Dates, and (ii), the capitalization and amortization of tote inventory shall be applied in the Closing Balance Sheet in a basis consistent fashion with the method used in preparation of the Company Financial Statements Balance Sheet, and (except iii), the Closing Balance Sheet shall contain no accounting effects related to the Settlement Agreement. To the extent the combined equity 101 shown on the Closing Balance Sheet exceeds *, which is the combined equity shown on the combined financial statements as specified of the Balance Sheet Dates, adjusted as shown on Schedule 2.1.1, Michxxx xxxll pay such excess as additional cash consideration to the Shareholders and Partners of the Acquired Entities in the definition same proportion as the cash distributed at the Closing. To the extent the combined equity shown on the Closing Balance Sheet is less than *, the Shareholders and Partners of Interim Period EBITDAthe Acquired entities shall be jointly and severally liable to pay Michxxx xxxx xxxicit. The Closing Balance Sheet audit shall be conducted by Granx Xxxxxxxx XXX in accordance with generally accepted auditing standards (GAAS). In order for Seller With respect to the conduct of the audit the parties agree that an audit conducted in accordance with GAAS will require the audit be planned and performed to obtain reasonable assurance about whether the Closing Balance Sheet is free from material misstatement. The Closing Balance Sheet audit will include examining, on a test basis, evidence supporting the amounts shown on such statement. The audit will include assessing the significant estimates made by management of Papetti's Hygrade and the Acquired Entities. The parties agree that Closing Balance Sheet need not contain all disclosures normally included in audited financial statements which are prepared in accordance with GAAP. Upon delivery of the audit of the Closing Balance Sheet, Papetti's Hygrade and the Acquired Entities, together with their independent auditors, shall have the right to review the Closing Balance Sheet and calculate adjustments made therein, for a period of 30 days following receipt thereof. If Papetti's Hygrade and the Acquired Entities disagree with the Closing Net Working Capital AmountBalance Sheet, the Closing Indebtedness, the Net Interim Period Adjustment Amount (and the elements they shall give notice to Michxxx xxxhin such 30-day period of such calculation) and their proposed revisions to review the calculation of the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, the Company will provide to Seller and Seller's accountants prompt and full access to the personnel, accountants and books and records of the Acquired Companies (and shall provide copies of the applicable portions of such books and records as may be reasonably requested), to the extent reasonably related to the preparation of the Closing Balance Sheet and combined equity. The parties agree to negotiate any differences for a period of 15 days following receipt by Michxxx xx such proposed revisions. If the calculation parties are unable to resolve any such differences, the dispute shall be submitted to a mutually agreeable Big 6 accounting firm other than Coopers & Lybrxxx XXX or Granx Xxxxxxxx XXX who shall finally determine the Closing Balance Sheet. Within ten (10) days following resolution of the Closing Net Working Capital Amountdisputed items, the Closing Indebtednesspayment shall be made, the Actual Retention Bonusesif required, the Actual Sales Bonuses and the Actual U.K. Funding Amount, and the Net Interim Period Adjustment Amount (and the elements of such calculation)as provided above.

Closing Balance Sheet. As soon The audited Trial Closing Balance Sheet shall be delivered to Buyer promptly after receipt by the Selling Stockholders from BDO Xxxxxxx. Buyer may, at its expense, employ such tests and auditing procedures as reasonably practicable Buyer deems to be appropriate under the circumstances. On the basis of its review, Buyer may, during the fifteen (15) day period following delivery to it of the audited Trial Closing Balance Sheet, propose such adjustments (if any) as shall in its reasonable judgment be required to cause the audited Trial Closing Balance Sheet to properly reflect the financial condition of the Company as of the Closing Date, . In the event that Buyer and in the Selling Stockholders are unable to agree upon any event such proposed adjustments within one hundred thirty days ten (13010) days thereafterafter they have been proposed by Buyer as aforesaid, then, in such event, the Company adjustment(s) in dispute shall prepare be submitted to a firm of certified public accountants of national standing which is mutually acceptable to Buyer and deliver to Seller the Selling Stockholders (the "Arbitrator"), for its consideration, the decision of said Arbitrator which shall be final and binding upon Buyer and the Selling Stockholders; the fees of the Arbitrator shall be paid one-half by each of said parties. The audited Trial Closing Balance Sheet shall become final and binding upon the parties, (i) a consolidated balance sheet if Buyer does not propose any adjustments thereto in accordance with the terms hereof, on the earlier of the Included Subsidiaries as date of written acceptance thereof by Buyer or fifteen (15) days after the delivery thereof to Buyer, or (ii) if Buyer proposes adjustments thereto in accordance with the terms hereof, on the earlier of the close date of business on written acceptance thereof (as so adjusted) by Buyer and the Selling Stockholders or the date immediately prior of the receipt by Buyer and the Selling Stockholders of the decision of the Arbitrator as to any adjustment(s) submitted to it for resolution. The audited Trial Closing Balance Sheet, in the Closing Date (form in which it becomes final and binding upon Buyer and the Selling Stockholders as aforesaid, is hereinafter referred to as the "Closing Balance Sheet"), (ii) a consolidated balance sheet of the Company as of the close of business on the date immediately prior to the Closing Date, (iii) a calculation of the "Closing Net Working Capital Amount", which shall equal the Net Working Capital Amount as reflected on the Closing Balance Sheet minus the Target Net Working Capital Amount (including the line item components thereof, together with reasonable back-up information providing the basis for such balance sheet and calculations), (iv) the amount of outstanding Indebtedness outstanding as of the close of business on the date immediately prior to the Closing Date minus any such Indebtedness to be paid at any time prior to the Closing or that will be paid by Seller at the Closing plus any Indebtedness incurred on the Closing Date that remains outstanding immediately after the Closing (the "Closing Indebtedness") which Closing Indebtedness shall include the actual amount of the U.K. Loans and the Esterhazy Loan immediately prior to the Closing, (including the components thereof, together with reasonable back up information); (v) a calculation of the amount of Retention Bonuses that would have been paid by the Acquired Companies to the Employees, in accordance with the terms of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus the amount of the Retention Bonuses that were not rolled-over into the Senior Executive Plan (such sum being referred to as the "Actual Retention Bonuses"), (vi) a statement of the actual amount of the sales bonuses set forth on Section 3.16(a)(iii) of the Seller Disclosure Letter that would have been paid to the Employees in accordance with the terms of such Sales Bonuses had such Sales Bonuses not been "rolled over" into the Senior Executive Plan or that were payable (and not paid by Seller prior to Closing) (the "Actual Sales Bonuses"), (vii) a calculation of the funding level of the U.K. Plan, at Closing, and the Actual U.K. Funding Amount as prepared by the Salt Union Limited's actuary in the U.K. consistent with its prior practice and (viii) a calculation of the Net Interim Period Adjustment Amount (which calculation shall set forth, for the Interim Period and the Offset Period, if any, a calculation of the Interim Period EBITDA generated, a calculation of the Interim Period Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment Amounts). The Closing Balance Sheet, Sheet shall be delivered by the Interim Period EBITDA, Selling Stockholders to Buyer within five (5) days after it becomes binding upon Buyer and the Interim Period Capital Expenditures shall be prepared in accordance with GAAP and on a basis consistent with the preparation of the Company Financial Statements (except Selling Stockholders as specified in the definition of Interim Period EBITDA). In order for Seller to review the Closing Balance Sheet and calculate the Closing Net Working Capital Amount, the Closing Indebtedness, the Net Interim Period Adjustment Amount (and the elements of such calculation) and to review the calculation of the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, the Company will provide to Seller and Seller's accountants prompt and full access to the personnel, accountants and books and records of the Acquired Companies (and shall provide copies of the applicable portions of such books and records as may be reasonably requested), to the extent reasonably related to the preparation of the Closing Balance Sheet and the calculation of the Closing Net Working Capital Amount, the Closing Indebtedness, the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, and the Net Interim Period Adjustment Amount (and the elements of such calculation)aforesaid.

Closing Balance Sheet. As soon as reasonably practicable following On or before the 60th day after the Closing Date, and in any event within one hundred thirty days (130) days thereafter, the Company shall Purchaser will prepare and deliver to Seller (i) a consolidated balance sheet of the Included Subsidiaries as of the close of business on the date immediately prior to the Closing Date which shall be audited by PricewaterhouseCoopers LLP (the "Purchaser's Accountant") (together with the related audit report of such firm the "Closing Balance Sheet"), and which shall set forth a calculation of the Closing Net Working Capital, and the Purchaser will deliver a copy of the Closing Balance Sheet to the Sellers' Representative. Except as set forth on the Exceptions to GAAP Schedule 1E(ii), the Closing Balance Sheet shall (iix) a consolidated balance sheet be prepared in accordance with GAAP consistent with the preparation of the Company's audited financial statements as of December 31, 1998 and (y) fairly present the financial position of the Company as of the close of business on the date immediately prior to the Closing Date, (iii) a calculation . During the 30-day period immediately following the Purchaser's delivery of the "Closing Net Working Capital Amount", which shall equal the Net Working Capital Amount as reflected on the Closing Balance Sheet minus the Target Net Working Capital Amount (including the line item components thereof, together with reasonable back-up information providing the basis for such balance sheet and calculations), (iv) the amount of outstanding Indebtedness outstanding as of the close of business on the date immediately prior to the Closing Date minus any such Indebtedness to be paid at any time prior to the Closing or that will be paid by Seller at the Closing plus any Indebtedness incurred on the Closing Date that remains outstanding immediately after the Closing (the "Closing Indebtedness") which Closing Indebtedness shall include the actual amount of the U.K. Loans and the Esterhazy Loan immediately prior to the Closing, (including the components thereof, together with reasonable back up information); (v) a calculation of the amount of Retention Bonuses that would have been paid by the Acquired Companies to the Employees, in accordance with the terms of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus the amount of the Retention Bonuses that were not rolled-over into the Senior Executive Plan (such sum being referred to as the "Actual Retention Bonuses"), (vi) a statement of the actual amount of the sales bonuses set forth on Section 3.16(a)(iii) of the Seller Disclosure Letter that would have been paid to the Employees in accordance with the terms of such Sales Bonuses had such Sales Bonuses not been "rolled over" into the Senior Executive Plan or that were payable (and not paid by Seller prior to Closing) (the "Actual Sales Bonuses"), (vii) a calculation of the funding level of the U.K. Plan, at Closing, and the Actual U.K. Funding Amount as prepared by the Salt Union Limited's actuary in the U.K. consistent with its prior practice and (viii) a calculation of the Net Interim Period Adjustment Amount (which calculation shall set forth, for the Interim Period and the Offset Period, if any, a calculation of the Interim Period EBITDA generated, a calculation of the Interim Period Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment Amounts). The Closing Balance Sheet, the Interim Period EBITDA, Purchaser will provide the Sellers' Representative and the Interim Period Capital Expenditures shall be prepared in accordance with GAAP and on a basis consistent with the preparation of the Company Financial Statements (except as specified in the definition of Interim Period EBITDA). In order for Seller to review the Closing Balance Sheet and calculate the Closing Net Working Capital Amount, the Closing Indebtedness, the Net Interim Period Adjustment Amount (and the elements of such calculation) and to review the calculation of the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, the Company will provide to Seller and Seller's accountants prompt and full Sellers' accountant access to the personnelCompany's records, accountants and books will use reasonable efforts to provide the Sellers' Representative and records the Sellers' accountant access to the Purchaser's Accountant and the work papers of the Acquired Companies (and shall provide copies of the applicable portions of such books and records as may be reasonably requested), to the extent reasonably Purchaser's Accountant related to the preparation of the Closing Balance Sheet and the calculation of the Closing Net Working Capital AmountCapital. On or prior to the 30th day following Purchaser's delivery of the Closing Balance Sheet, the Sellers' Representative may give the Purchaser a written notice stating in reasonable detail the Sellers' objections (an "Objection Notice") to the Closing Indebtedness, Balance Sheet. Any Objection Notice shall specify in reasonable detail the Actual Retention Bonuses, the Actual Sales Bonuses dollar amount of any objection and the Actual U.K. Funding Amountbasis therefor. Any determination expressly set forth on the Closing Balance Sheet which is not specifically objected to in the Objection Notice shall be deemed final and binding upon the Parties upon delivery of the Objection Notice. If the Sellers' Representative does not give the Purchaser an Objection Notice within such 30-day period, then the Closing Balance Sheet will be conclusive and binding upon the Parties and the Closing Net Interim Period Adjustment Amount (and Working Capital set forth in the elements Closing Balance Sheet will constitute the Closing Net Working Capital for purposes of such calculation)Section 1D above.

Closing Balance Sheet. As soon as reasonably practicable following Not later than 90 days after the Closing Date, --------------------- the Sellers, on behalf of the Company, shall deliver to Buyer and in any event within one hundred thirty days to Buyer's certified public accountant, Ernst & Young LLP (130) days thereafter"E&Y"), the Company shall prepare and deliver to Seller (i) a consolidated balance sheet of the Included Subsidiaries as of the close of business on the date immediately prior to the Closing Date (the "Closing Balance Sheet"), (ii) a consolidated balance sheet of the Company as of the close of business on the date immediately prior to the Closing Date, (iii) a calculation of the "Closing Net Working Capital Amount", which shall equal the Net Working Capital Amount as reflected on the Closing Balance Sheet minus the Target Net Working Capital Amount (including the line item components thereof, together with reasonable back-up information providing the basis for such balance sheet and calculations), (iv) the amount of outstanding Indebtedness outstanding as of the close of business on the date immediately prior to the Closing Date minus any such Indebtedness to be paid at any time prior to the Closing or that will be paid by Seller at the Closing plus any Indebtedness incurred on the Closing Date that remains outstanding immediately after the Closing (the "Closing Indebtedness") which Closing Indebtedness shall include the actual amount of the U.K. Loans and the Esterhazy Loan immediately prior to the Closing, (including the components thereof, together with reasonable back up information); (v) a calculation of the amount of Retention Bonuses that would have been paid by the Acquired Companies to the Employees, in accordance with the terms of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus the amount of the Retention Bonuses that were not rolled-over into the Senior Executive Plan (such sum being referred to as the "Actual Retention Bonuses"), (vi) a statement of the actual amount of the sales bonuses set forth on Section 3.16(a)(iii) of the Seller Disclosure Letter that would have been paid to the Employees in accordance with the terms of such Sales Bonuses had such Sales Bonuses not been "rolled over" into the Senior Executive Plan or that were payable (and not paid by Seller prior to Closing) (the "Actual Sales Bonuses"), (vii) a calculation of the funding level of the U.K. Plan, at Closing, and the Actual U.K. Funding Amount as prepared by the Salt Union Limited's actuary in the U.K. consistent with its prior practice and (viii) a calculation of the Net Interim Period Adjustment Amount (which calculation shall set forth, for the Interim Period and the Offset Period, if any, a calculation of the Interim Period EBITDA generated, a calculation of the Interim Period Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment Amounts). The Closing Balance Sheet, the Interim Period EBITDA, and the Interim Period Capital Expenditures Sheet shall be prepared in accordance with GAAP and generally accepted accounting principals ("GAAP") on a basis consistent with that applied by the preparation Company in its most recent annual financial statements. Sellers, on behalf of the Company Financial Statements (except as specified in the definition of Interim Period EBITDA). In order for Seller to review the Closing Balance Sheet and calculate the Closing Net Working Capital AmountCompany, the Closing Indebtedness, the Net Interim Period Adjustment Amount (and the elements of such calculation) and to review the calculation of the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, the Company will provide to Seller and Seller's accountants prompt and full access to the personnel, accountants and books and records of the Acquired Companies (and shall provide copies of the applicable portions of such books Buyer and records as may be reasonably requested), to the extent reasonably related to E&Y with all information used in the preparation of the Closing Balance Sheet. The Closing Balance Sheet and shall be reviewed by E&Y, at Buyer's expense, who shall propose such adjustments therein as are necessary for the calculation issuance of a reviewed opinion as promptly as practicable following delivery of the Closing Net Working Capital AmountBalance Sheet. Such reviewed opinion shall be delivered to Sellers immediately upon its issuance. The Closing Balance Sheet will become final and binding on the parties unless within ten business days following Sellers' delivery of the Closing Balance Sheet to Buyer and E&Y, Buyer notifies Seller Representative in writing that Buyer objects thereto, which objection shall be solely on the basis of mathematical errors in the calculation thereof, the failure to present the Company's financial position on a GAAP basis consistent with the Company's most recent annual financial statements or a disagreement about the materiality of an adjustment made or not made. If Buyer so objects, Buyer and the Seller Representative shall use their best efforts to resolve any differences with respect to the Closing Balance Sheet. If, within ten business days following such notice by Buyer, such differences have been resolved, the Closing IndebtednessBalance Sheet, the Actual Retention Bonuses, the Actual Sales Bonuses as revised to reflect changes agreed to by Buyer and the Actual U.K. Funding AmountSeller Representative, shall be final, binding and conclusive. If by such date such differences have not been resolved, then the Net Interim Period Adjustment Amount (Seller Representative and Buyer shall jointly select a nationally recognized accounting firm not currently engaged by Buyer, Sellers or any Affiliate of any of them, to perform a review of the elements Closing Balance Sheet. Such reviewing firm's conclusions shall be final, binding and conclusive as to such matters. Sellers and Buyer will share equally the fees and expenses of such calculation)review.

Closing Balance Sheet. As soon Not later than December 28, 1998, the Seller Group will prepare and deliver to the Buyer a balance sheet of the Company (the "Preliminary Closing Balance Sheet") reflecting the Seller Group's best estimate of the Closing Book Value as reasonably practicable following of the Adjustment Date. Based on the foregoing, the Seller shall prepare and deliver a certificate (the "Seller's Adjustment Certificate") to the Buyer certifying that the Preliminary Closing Balance Sheet fairly represents the Closing Book Value in accordance with GAAP, as modified in accordance with Section 1.4.1.3. If Seller's Adjustment Certificate shows a Closing Book Value of less than One Million One Hundred Thousand Dollars ($1,100,000), Seller shall credit Buyer a dollar amount against the principal balance of the Note (defined below) and the Purchase Price shall decrease, by an amount equal to One Million One Hundred Thousand Dollars ($1,100,000) minus the Closing Book Value ("Deficit"). If the amount of the Deficit exceeds the remaining principal balance of the Note, the Seller shall pay the Buyer the excess deficiency with interest at five percent (5%) per annum from the Closing Date. If Seller's Adjustment Certificate shows a Closing Book Value of more than One Million One Hundred Thousand Dollars ($1,100,000), the Purchase Price and the amount of the Note shall increase by the excess of the Closing Book Value over One Million One Hundred Thousand Dollars ($1,100,000). Any such increase or credit shall be deemed made as of the Closing Date so that no interest shall accrue on any credited amount and interest shall accrue on any increased amount from the Closing Date. Within ninety (90) days after the Closing, the Buyer will cause KPMG Peat Marwick LLP ("KPMG") to review, at the Buyer's Expense, the Preliminary Closing Balance Sheet in accordance with generally accepted auditing standards to determine that the Preliminary Closing Balance Sheet was prepared in accordance with GAAP as modified in accordance with Section 1.4.1.3 and make any appropriate adjustments thereto. Within ninety (90) days after the Closing Date, and in any event within one hundred thirty days (130) days thereafter, the Company KPMG shall prepare and deliver to the Buyer and the Seller (i) a consolidated balance sheet of the Included Subsidiaries as of the close of business on the date immediately prior to the Closing Date (Group: the "Closing Balance Sheet"), ," notes thereto and KPMG's report thereon. Within thirty (ii30) a consolidated balance sheet days of receipt of the Company as of the close of business on the date immediately prior to the Closing Date, (iii) a calculation of the "Closing Net Working Capital Amount", which shall equal the Net Working Capital Amount as reflected on the Closing Balance Sheet minus the Target Net Working Capital Amount (including the line item components thereof, together with reasonable back-up information providing the basis for such balance sheet and calculations), (iv) the amount of outstanding Indebtedness outstanding as of the close of business on the date immediately prior to the Closing Date minus any such Indebtedness to be paid at any time prior to the Closing or that will be paid by Seller at the Closing plus any Indebtedness incurred on the Closing Date that remains outstanding immediately after the Closing (the "Closing Indebtedness") which Closing Indebtedness shall include the actual amount of the U.K. Loans and the Esterhazy Loan immediately prior to the Closing, (including the components thereof, together with reasonable back up information); (v) a calculation of the amount of Retention Bonuses that would have been paid by the Acquired Companies to the Employees, in accordance with the terms of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus the amount of the Retention Bonuses that were not rolled-over into the Senior Executive Plan (such sum being referred to as the "Actual Retention Bonuses"), (vi) a statement of the actual amount of the sales bonuses set forth on Section 3.16(a)(iii) of the Seller Disclosure Letter that would have been paid to the Employees in accordance with the terms of such Sales Bonuses had such Sales Bonuses not been "rolled over" into the Senior Executive Plan or that were payable (and not paid by Seller prior to Closing) (the "Actual Sales Bonuses"), (vii) a calculation of the funding level of the U.K. Plan, at Closing, and the Actual U.K. Funding Amount as prepared by the Salt Union Limited's actuary in the U.K. consistent with its prior practice and (viii) a calculation of the Net Interim Period Adjustment Amount (which calculation shall set forth, for the Interim Period and the Offset Period, if any, a calculation of the Interim Period EBITDA generated, a calculation of the Interim Period Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment Amounts). The Closing Balance Sheet, the Interim Period EBITDA, and the Interim Period Capital Expenditures shall be prepared in accordance with GAAP and on a basis consistent with the preparation of the Company Financial Statements (except as specified in the definition of Interim Period EBITDA). In order for Seller to review Group will either accept the Closing Balance Sheet and calculate or provide the Buyer with written objections to the accounting treatment of items included in or omitted from the Closing Net Working Capital Amount, Balance Sheet. If the Closing Indebtedness, the Net Interim Period Adjustment Amount (and the elements of such calculation) and to review the calculation of the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, the Company will provide to Seller and Seller's accountants prompt and full access to the personnel, accountants and books and records of the Acquired Companies (and shall provide copies of the applicable portions of such books and records as may be reasonably requested), to the extent reasonably related to the preparation of Group accepts the Closing Balance Sheet as presented or fails to object within the thirty- (30-)day period, then the Closing Balance Sheet will be deemed final and binding on the parties and shall be subject only to the Indemnification provisions of Article 9 below and the calculation Buyer or the Seller Group, as the case may be, shall, within five (5) business days thereafter, pay by wire transfer to the other any amounts needed to reflect the changes made from the Seller's Adjustment Certificate caused by the Closing Balance Sheet as so audited by KPMG. Any disagreement between the Buyer and the Seller Group that cannot be resolved by the parties within thirty (30) days after receipt of the Closing Net Working Capital AmountSeller Group's written objections, will be resolved by the Seller Group and Buyer selecting an independent firm of certified public accountants of national reputation ("Second Accountants") to resolve the dispute. If the Seller Group and Buyer are unable to agree on the choice of Second Accountants, they will select a "Big 5" accounting firm by lot (after excluding KPMG and their respective regular outside accounting firms) as Second Accountants. The parties shall have an opportunity to present their position to the Second Accountants and shall cooperate with the Second Accountants in making available to them any records or work papers requested by the Second Accountants. The decision of the Second Accountants shall be set forth in writing and will be conclusive and binding on the parties and subject to judicial enforcement and the Buyer or the Seller, as the case may be, shall, within five (5) business days thereafter, pay by wire transfer to the other any amounts needed to reflect any increases or decreases from the Closing Indebtedness, Book Value made from the Actual Retention Bonuses, Seller's Adjustment Certificate caused by the Actual Sales Bonuses and Closing Balance Sheet as so determined. Each party shall bear one-half (1/2) of the Actual U.K. Funding Amount, and cost of the Net Interim Period Adjustment Amount (and the elements of such calculation)Second Accountants.

Closing Balance Sheet. As soon as reasonably practicable following Within sixty (60) days after the Closing Date, and in any event within one hundred thirty days (130) days thereafter, the Company Seller shall prepare and deliver to Seller (i) Buyer, a consolidated pro forma balance sheet of the Included Subsidiaries Business as of the close of business on the date immediately prior to the Closing Date Date. Such balance sheet (the "Closing Balance Sheet")) shall be prepared consistently with the September 30, 2000 Balance Sheet included as part of Schedule 5.11; provided that such Closing Balance Sheet shall not include (iix) a consolidated balance sheet of any accounts receivables or other rights to receive payments other than the Company as of Accounts Receivable; or (y) any liabilities resulting from Seller's failure to fulfill its obligations under Section 7.6 to operate the close of business on Business in the date immediately prior to ordinary course between the Effective Date and the Closing Date, (iii) a calculation of except to the "Closing Net Working Capital Amount"extent that such liabilities have been disclosed in this Agreement or are otherwise disclosed, which shall equal the Net Working Capital Amount as reflected or reserved against on the Balance Sheet. The Closing Balance Sheet minus the Target Net Working Capital Amount (including the line item components thereofshall not include any cash balance for EasyLink UK and, together with reasonable back-up information providing the basis for such balance sheet and calculations), (iv) the amount of outstanding Indebtedness outstanding as of the close of business on the date immediately prior notwithstanding anything contained herein to the Closing Date minus any such Indebtedness contrary, Seller shall have the right to be paid at any time prior to the Closing or that will be paid by Seller at the Closing plus any Indebtedness incurred on the Closing Date that remains outstanding immediately after the Closing (the "Closing Indebtedness") which Closing Indebtedness shall include the actual amount of the U.K. Loans and the Esterhazy Loan immediately remove all cash from EasyLink UK prior to the Closing, (including ; provided that during the components thereof, together with reasonable back up information); (v) a calculation of period from the amount of Retention Bonuses that would have been paid by Effective Date through the Acquired Companies to the Employees, in accordance with the terms of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus the amount of the Retention Bonuses that were not rolled-over into the Senior Executive Plan (such sum being referred to as the "Actual Retention Bonuses"), (vi) a statement of the actual amount of the sales bonuses set forth on Section 3.16(a)(iii) of the Seller Disclosure Letter that would have been paid to the Employees in accordance with the terms of such Sales Bonuses had such Sales Bonuses not been "rolled over" into the Senior Executive Plan or that were payable (and not paid by Seller prior to Closing) (the "Actual Sales Bonuses"), (vii) a calculation of the funding level of the U.K. Plan, at Closing, EasyLink UK shall continue to pay its debts and the Actual U.K. Funding Amount as prepared by the Salt Union Limited's actuary obligations in the U.K. all material respects in a manner that is consistent with its prior practice and past practices. Buyer will have thirty (viii30) a calculation of the Net Interim Period Adjustment Amount (which calculation shall set forth, for the Interim Period and the Offset Period, if any, a calculation of the Interim Period EBITDA generated, a calculation of the Interim Period Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment Amounts). The Closing Balance Sheet, the Interim Period EBITDA, and the Interim Period Capital Expenditures shall be prepared in accordance with GAAP and on a basis consistent with the preparation of the Company Financial Statements (except as specified in the definition of Interim Period EBITDA). In order for Seller days to review the Closing Balance Sheet and calculate the Closing Net Working Capital Amount, the Closing Indebtedness, the Net Interim Period Adjustment Amount (and the elements of such calculation) and to review the calculation of the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, the Company will provide to Seller and Seller's accountants prompt and full access to the personnel, accountants and books and records of the Acquired Companies (and shall provide copies of the applicable portions of such books and records as may be reasonably requested), to the extent reasonably related to the preparation of raise any objections that the Closing Balance Sheet and was not prepared in accordance with the calculation requirements set forth in this Section 7.16, by delivering a written notice to Seller of such objection, which notice shall provide a detailed explanation of the Closing Net Working Capital Amountreasons for Buyer's objection. In the event no such notice is received by Seller within such thirty-day-period, the Closing IndebtednessBalance Sheet will be deemed final. In the event that Seller does receive such notice within such thirty-day period, Buyer and Seller will act in good faith to resolve any differences or disputes (including, the Actual Retention Bonusescase of Seller, providing such information as is reasonably requested by Buyer to document items reflected on the Actual Sales Bonuses and Closing Balance Sheet) with respect to the Actual U.K. Funding Amount, and the Net Interim Period Adjustment Amount (and the elements Closing Balance Sheet within thirty days following Seller's receipt of such calculation)Buyer's notice of objection hereunder.

Closing Balance Sheet. As soon as reasonably practicable In order to determine the Purchase Price Adjustment, GTS shall prepare and deliver to Purchasers, within 60 days following the Closing Date, and in any event within one hundred thirty days (130) days thereafter, the Company shall prepare and deliver to Seller (i) a consolidated balance sheet of the Included Subsidiaries as of the close of business on the date immediately prior to the Closing Date (the "Closing Balance Sheet"), (ii) a consolidated balance sheet of the Company as of the close of business on the date immediately prior to the Closing Date, (iii) a calculation of the "Closing Net Working Capital Amount", which shall equal the Net Working Capital Amount as reflected on the Closing Balance Sheet minus the Target Net Working Capital Amount (including the line item components thereof, together with reasonable back-up information providing the basis for such balance sheet and calculations), (iv) the amount of outstanding Indebtedness outstanding as of the close of business on the date immediately prior to the Closing Date minus any such Indebtedness to be paid at any time prior to the Closing or that will be paid by Seller at the Closing plus any Indebtedness incurred on the Closing Date that remains outstanding immediately after the Closing (the "Closing Indebtedness") which Closing Indebtedness shall include the actual amount of the U.K. Loans and the Esterhazy Loan immediately prior to the Closing, (including the components thereof, together with reasonable back up information); (v) a calculation of the amount of Retention Bonuses that would have been paid by the Acquired Companies to the Employees, in accordance with the terms of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus the amount of the Retention Bonuses that were not rolled-over into the Senior Executive Plan (such sum being referred to as the "Actual Retention Bonuses"), (vi) a statement of the actual amount of the sales bonuses set forth on Section 3.16(a)(iii) of the Seller Disclosure Letter that would have been paid to the Employees in accordance with the terms of such Sales Bonuses had such Sales Bonuses not been "rolled over" into the Senior Executive Plan or that were payable (and not paid by Seller prior to Closing) (the "Actual Sales Bonuses"), (vii) a calculation of the funding level of the U.K. Plan, at Closing, and the Actual U.K. Funding Amount as prepared by the Salt Union Limited's actuary in the U.K. consistent with its prior practice and (viii) a calculation of the Net Interim Period Adjustment Amount (which calculation shall set forth, for the Interim Period and the Offset Period, if any, a calculation of the Interim Period EBITDA generated, a calculation of the Interim Period Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment Amounts). The Closing Balance SheetSheet shall be prepared by GTS at its own expense with the assistance, if applicable, of personnel of Sellers who become employees of Purchasers as of or following the Interim Period EBITDA, and the Interim Period Capital Expenditures Closing as may be reasonably requested by GTS. The Closing Balance Sheet (i) shall be prepared in accordance with GAAP and on a basis consistent with the preparation of GTS Accounting Principles, (ii) shall have the Company Financial Statements (except same line items as specified set forth in the definition of Interim Period EBITDA). In order for Seller to review the Closing March 31st Balance Sheet and calculate (iii) shall not take into consideration any events occurring after the Closing Net Working Capital AmountClosing. GTS shall permit, the Closing Indebtednessand shall use its commercially reasonable efforts to cause its accountants to permit, the Net Interim Period Adjustment Amount (and the elements of such calculation) and to review the calculation of the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, the Company will provide to Seller and Seller's Purchasers’ accountants prompt and full reasonable access to the personnel, accountants all work papers and books and records of the Acquired Companies (and shall provide copies of the applicable portions of such books and records as may be reasonably requested), to the extent reasonably related to other pertinent information used in connection with the preparation of the Closing Balance Sheet and Sheet. If the calculation of Purchase Price as determined based on the Closing Net Working Capital AmountBalance Sheet as the same becomes final and binding on the parties pursuant to Section 2.6(b) is less than the Estimated Purchase Price, then GTS and GTF (in accordance with the allocation set forth on Schedule 2.5(c)) shall remit to Purchasers the Purchase Price Adjustment, together with interest thereon at the 60 day London InterBank Offered Rate (LIBOR), as reported by Bloomberg on the Closing Date calculated on an annual basis but prorated for the actual number of days for which interest is to be paid (i.e., the number of days from but excluding the Closing IndebtednessDate to and including the date of payment) (the “LIBOR Rate”), by wire transfer of immediately available funds, not later than the Actual Retention Bonusesthird Business Day after the Closing Balance Sheet becomes final and binding upon the parties pursuant to Section 2.6(b), to an account that Purchasers shall designate to GTS. If the Actual Sales Bonuses Purchase Price as determined based on the Closing Balance Sheet, as the same becomes final and binding upon the Actual U.K. Funding Amountparties pursuant to Section 2.6(b), is greater than the Estimated Purchase Price, then, Purchasers shall, in accordance with the allocation set forth on Schedule 2.5(c), remit to GTS and GTF the Net Interim Period Adjustment Amount Purchase Price Adjustment, together with interest thereon at the LIBOR Rate from the Closing Date to the date of payment, by wire transfer of immediately available funds, not later than the third Business Day after the Closing Balance Sheet becomes final and binding upon the parties pursuant to Section 2.6(b), to accounts that GTS and GTF shall designate to Purchasers. The Purchase Price shall be deemed adjusted downwards or upwards, as the case may be (and in accordance with the elements of such calculationallocation set forth on Schedule 2.5(c), if applicable), by the amount remitted by GTS or GTF, on the one hand, or Purchasers, on the other hand, under this Section 2.6 subject to adjustment pursuant to Section 2.6(b).

Closing Balance Sheet. (a) As soon promptly as reasonably practicable following after the Closing Date, and in any event within one hundred thirty days (130) days thereafter, the Company shall prepare and deliver to Seller (i) Sellers’ Committee will cause a consolidated balance sheet of Stealth as at the Included Subsidiaries close of business on the Closing Date together with the notes thereto (as may be revised by the Sellers’ Committee’s accountants (which may be the accountants engaged by Stealth prior to the Closing), the “Preliminary Closing Balance Sheet”) to be prepared, will cause such accountants to review (and revise if necessary) the Preliminary Closing Balance Sheet and to prepare a report based on such Preliminary Closing Balance Sheet, as so reviewed, setting forth its calculation of the net worth (i.e., total assets minus total liabilities) of Stealth (“Closing Net Worth”) as of the close of business on the date immediately prior Closing Date as shown on the Preliminary Closing Balance Sheet, excluding the effect of (i) any act or transaction after the Closing not in the ordinary course of business of Stealth, and (ii) any application of so-called “push down” and purchase accounting to the transactions contemplated hereby. As promptly as practicable, but no later than sixty (60) days after the Closing Date, the Sellers’ Committee will cause the Preliminary Closing Balance Sheet together with the report of the Sellers’ Committee’s accountants as to the Closing Date Net Worth to be delivered to the Buyer. Subject to the provisions of clauses (the "Closing Balance Sheet"), i) and (ii) a consolidated balance sheet immediately above, the Preliminary Closing Balance Sheet will (x) fairly present in all material respects the financial position of the Company Stealth as of at the close of business on the date immediately prior to the Closing Date, (iii) a calculation of the "Closing Net Working Capital Amount", which shall equal the Net Working Capital Amount as reflected on the Closing Balance Sheet minus the Target Net Working Capital Amount (including the line item components thereof, together with reasonable back-up information providing the basis for such balance sheet and calculations), (iv) the amount of outstanding Indebtedness outstanding as of the close of business on the date immediately prior to the Closing Date minus any such Indebtedness to be paid at any time prior to the Closing or that will be paid by Seller at the Closing plus any Indebtedness incurred on the Closing Date that remains outstanding immediately after the Closing (the "Closing Indebtedness") which Closing Indebtedness shall include the actual amount of the U.K. Loans and the Esterhazy Loan immediately prior to the Closing, (including the components thereof, together with reasonable back up information); (v) a calculation of the amount of Retention Bonuses that would have been paid by the Acquired Companies to the Employees, in accordance with generally accepted accounting principles (“GAAP”) applied on a basis consistent with those used in the terms preparation of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus the amount of the Retention Bonuses that were not rolled-over into the Senior Executive Plan Unaudited Balance Sheet (such sum being referred as defined in Section 2.5 below) as revised pursuant to as the "Actual Retention Bonuses")Section 1.6 below, (viy) a statement of the actual amount of the sales bonuses set forth on Section 3.16(a)(iii) of the Seller Disclosure Letter that would have been paid to the Employees in accordance include line items substantially consistent with the terms of such Sales Bonuses had such Sales Bonuses not been "rolled over" into the Senior Executive Plan or that were payable (and not paid by Seller prior to Closing) (the "Actual Sales Bonuses"), (vii) a calculation of the funding level of the U.K. Plan, at Closing, and the Actual U.K. Funding Amount as prepared by the Salt Union Limited's actuary those in the U.K. consistent with its prior practice and (viii) a calculation of the Net Interim Period Adjustment Amount (which calculation shall set forth, for the Interim Period and the Offset Period, if any, a calculation of the Interim Period EBITDA generated, a calculation of the Interim Period Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment Amounts). The Closing Unaudited Balance Sheet, the Interim Period EBITDA, and the Interim Period Capital Expenditures shall (z) be prepared in accordance with GAAP and on a basis accounting practices consistent with those used in the preparation of the Company Financial Statements (except as specified in Unaudited Balance Sheet; provided the definition of Interim Period EBITDA). In order for Seller to review the Preliminary Closing Balance Sheet and calculate may include line items in respect of tax refunds, including in respect of tax refunds due for periods ending on or before the Closing Net Working Capital Amount, the Closing Indebtedness, the Net Interim Period Adjustment Amount (and the elements of such calculation) and to review the calculation date of the Actual Retention BonusesUnaudited Balance Sheet, regardless of any omission or understatement thereof on the Actual Sales Bonuses and the Actual U.K. Funding Amount, the Company will provide to Seller and Seller's accountants prompt and full access to the personnel, accountants and books and records Unaudited Balance Sheet. The cost of the Acquired Companies (and shall provide copies of the applicable portions of such books and records as may be reasonably requested), to the extent reasonably related to the preparation of the Preliminary Closing Balance Sheet shall be borne equally by the Buyer and the calculation of the Closing Net Working Capital Amount, the Closing Indebtedness, the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, and the Net Interim Period Adjustment Amount (and the elements of such calculation)Sellers.

Closing Balance Sheet. As soon Not later than August 18, 1999, the Sellers will prepare and deliver to the Buyer a combined balance sheet of the Company (the "Preliminary Closing Balance Sheet") reflecting the Sellers' best estimate of the Closing Book Value as reasonably practicable following of the Effective Time. Based on the foregoing, the Sellers shall prepare and deliver a certificate (the "Sellers' Adjustment Certificate") to the Buyer certifying that the Preliminary Closing Balance Sheet fairly represents the Closing Book Value in accordance with GAAP, as modified in accordance with Section 1.4.1.3. If the Sellers' Adjustment Certificate shows a Closing Book Value of less than Four Million Dollars ($4,000,000), the Sellers shall credit the Buyer a dollar amount against the principal amount of the Note (defined below), and the Purchase Price shall decrease, by an amount equal to Four Million Dollars ($4,000,000) minus the Closing Book Value ("Deficit"). If the amount of the Deficit exceeds One Million Dollars ($1,000,000), the Sellers shall credit the Buyer with the excess deficiency as a reduction in the Closing Amount. If Seller's Adjustment Certificate shows a Closing Book Value of more than Four Million Dollars ($4,000,000), the Purchase Price and the Closing Amount shall increase by the excess of the Closing Book Value over Four Million Dollars ($4,000,000) Within ninety (90) days after the Closing, the Buyer will cause KPMG to review, at the Buyer's Expense, the Preliminary Closing Balance Sheet in accordance with generally accepted auditing standards to determine that the Preliminary Closing Balance Sheet was prepared in accordance with GAAP as modified in accordance with Section 1.4.1.3 and make any appropriate adjustments thereto. Within ninety (90) days after the Closing Date, and in any event within one hundred thirty days (130) days thereafter, the Company KPMG shall prepare and deliver to Seller (i) a consolidated balance sheet of the Included Subsidiaries as of Buyer and the close of business on the date immediately prior to the Closing Date (Sellers the "Closing Balance Sheet"), ," notes thereto and KPMG's report thereon. Within thirty (ii30) a consolidated balance sheet days of receipt of the Company Closing Balance Sheet, the Sellers will either accept the Closing Balance Sheet or provide the Buyer with written objections to the accounting treatment of items included in or omitted from the Closing Balance Sheet. If the Sellers accept the Closing Balance Sheet as presented or fail to object within the thirty- (30-) day period, then the Closing Balance Sheet will be deemed final and binding on the parties and shall be subject only to the Indemnification provisions of Article 9 below and the Buyer or the Sellers, as the case may be, shall, within five (5) business days thereafter, pay by increasing or decreasing the principal balance of the close of business on Note by the date immediately prior to the Closing Date, (iii) a calculation amount of the "excess or deficit, as the case may be, of the amount of Closing Net Working Capital Amount", which shall equal the Net Working Capital Amount as reflected on Book Value in the Closing Balance Sheet minus the Target Net Working Capital Amount Closing Book Value in the Preliminary Closing Balance Sheet. If the Closing Book Value in the Preliminary Closing Date Balance Sheet exceeds the Closing Book Value in the Closing Date Balance Sheet by more than the then principal balance of the Note, the Sellers shall pay the Buyer the excess with interest at five percent (including 5%) per annum from the line item components thereof, together with reasonable back-up information providing Closing Date. Any increase or decrease in the basis for such principal balance sheet and calculations), (iv) of the amount of outstanding Indebtedness outstanding Note due to a difference in the Closing Book Value from the Preliminary Closing Balance Sheet shall be deemed made as of the close Closing Date so that no interest shall accrue on any reduction in the principal balance and interest shall accrue on any increase in the principal balance of business the Note. Any disagreement between the Buyer and the Seller that cannot be resolved by the parties within thirty (30) days after receipt of the Seller's written objections, will be resolved by the Seller and Buyer selecting an independent firm of certified public accountants of national reputation ("Second Accountants") to resolve the dispute. If the Seller and the Buyer are unable to agree on the date immediately prior choice of Second Accountants, they will select a "Big 5" accounting firm by lot (after excluding KPMG and their respective regular outside accounting firms) as Second Accountants. The parties shall have an opportunity to present their position to the Closing Date minus Second Accountants and shall cooperate with the Second Accountants in making available to them any such Indebtedness records or work papers requested by the Second Accountants. The decision of the Second Accountants ("Decision") shall be set forth in writing and will be conclusive and binding on the parties and subject to be paid at any time prior judicial enforcement and the Buyer or the Seller, as the case may be, shall, within five (5) business days of receipt of the Decision, pay by wire transfer to the Closing other any amounts needed to reflect any increases or that will be paid by Seller at decreases from the Closing plus any Indebtedness incurred on Book Value made from the Closing Date that remains outstanding immediately after the Closing (the "Closing Indebtedness") which Closing Indebtedness shall include the actual amount of the U.K. Loans and the Esterhazy Loan immediately prior to the Closing, (including the components thereof, together with reasonable back up information); (v) a calculation of the amount of Retention Bonuses that would have been paid Seller's Adjustment Certificate caused by the Acquired Companies to the Employees, in accordance with the terms of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus the amount of the Retention Bonuses that were not rolled-over into the Senior Executive Plan (such sum being referred to as the "Actual Retention Bonuses"), (vi) a statement of the actual amount of the sales bonuses set forth on Section 3.16(a)(iii) of the Seller Disclosure Letter that would have been paid to the Employees in accordance with the terms of such Sales Bonuses had such Sales Bonuses not been "rolled over" into the Senior Executive Plan or that were payable (and not paid by Seller prior to Closing) (the "Actual Sales Bonuses"), (vii) a calculation of the funding level of the U.K. Plan, at Closing, and the Actual U.K. Funding Amount as prepared by the Salt Union Limited's actuary in the U.K. consistent with its prior practice and (viii) a calculation of the Net Interim Period Adjustment Amount (which calculation shall set forth, for the Interim Period and the Offset Period, if any, a calculation of the Interim Period EBITDA generated, a calculation of the Interim Period Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment Amounts). The Closing Balance Sheet, the Interim Period EBITDA, and the Interim Period Capital Expenditures shall be prepared in accordance with GAAP and on a basis consistent with the preparation of the Company Financial Statements (except as specified in the definition of Interim Period EBITDA). In order for Seller to review the Closing Balance Sheet and calculate the Closing Net Working Capital Amount, the Closing Indebtedness, the Net Interim Period Adjustment Amount as so determined. Each party shall bear one-half (and the elements of such calculation1/2) and to review the calculation of the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, the Company will provide to Seller and Seller's accountants prompt and full access to the personnel, accountants and books and records cost of the Acquired Companies (and shall provide copies of the applicable portions of such books and records as may be reasonably requested), to the extent reasonably related to the preparation of the Closing Balance Sheet and the calculation of the Closing Net Working Capital Amount, the Closing Indebtedness, the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, and the Net Interim Period Adjustment Amount (and the elements of such calculation)Second Accountants.

Closing Balance Sheet. Schedule 2.3 of the Disclosure Schedule sets forth a calculation of the consolidated net worth of the Target and its Subsidiaries based on the balance sheet contained in the Most Recent Month End Financial Statements. As soon promptly as reasonably practicable following after the Closing Date (but in no event more than ninety (90) days after the Closing Date), and in any event within one hundred thirty days (130) days thereafter, Buyer will cause the Company shall Target to prepare and deliver to Seller (i) a the Sellers consolidated balance sheet financial statements of the Included Target and its Subsidiaries as of the close of business on the date day immediately prior to preceding the Closing Date (the "Closing Balance SheetCLOSING FINANCIAL STATEMENTS"), (ii) . The Closing Financial Statements shall be accompanied by a consolidated balance sheet certificate of the Company Chief Financial Officer of the Target to the effect that the Closing Financial Statements present fairly, in accordance with GAAP and the accounting practices of the Target and its Subsidiaries applied on a basis consistent with the Financial Statements, except with respect to those changes set forth on Schedule 4.10, the financial condition of the Target and its Subsidiaries as of the close of business on the date day immediately prior to preceding the Closing Date, (iii) a calculation of the "Closing Net Working Capital Amount", which shall equal the Net Working Capital Amount as reflected on . The balance sheet contained in the Closing Balance Sheet minus the Target Net Working Capital Amount (including the line item components thereof, together with reasonable back-up information providing the basis for such balance sheet and calculations), (iv) the amount of outstanding Indebtedness outstanding as of the close of business on the date immediately prior to the Closing Date minus any such Indebtedness to Financial Statements shall be paid at any time prior to the Closing or that will be paid by Seller at the Closing plus any Indebtedness incurred on the Closing Date that remains outstanding immediately after the Closing (the "Closing Indebtedness") which Closing Indebtedness shall include the actual amount of the U.K. Loans and the Esterhazy Loan immediately prior to the Closing, (including the components thereof, together with reasonable back up information); (v) a calculation of the amount of Retention Bonuses that would have been paid by the Acquired Companies to the Employees, in accordance with the terms of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus the amount of the Retention Bonuses that were not rolled-over into the Senior Executive Plan (such sum being referred to herein as the "Actual Retention Bonuses"), (vi) a statement of the actual amount of the sales bonuses set forth on Section 3.16(a)(iii) of the Seller Disclosure Letter that would have been paid to the Employees in accordance with the terms of such Sales Bonuses had such Sales Bonuses not been "rolled overCLOSING BALANCE SHEET." into the Senior Executive Plan or that were payable (and not paid by Seller prior to Closing) (the "Actual Sales Bonuses"), (vii) a calculation of the funding level of the U.K. Plan, at Closing, and the Actual U.K. Funding Amount as prepared by the Salt Union Limited's actuary in the U.K. consistent with its prior practice and (viii) a calculation of the Net Interim Period Adjustment Amount (which calculation shall set forth, for the Interim Period and the Offset Period, if any, a calculation of the Interim Period EBITDA generated, a calculation of the Interim Period Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment Amounts). The Closing Balance Sheet, the Interim Period EBITDA, and the Interim Period Capital Expenditures shall closing Financial Statements will be prepared in accordance with GAAP and GAAP, applied on a basis consistent with the preparation of the Company 1995 Year End Financial Statements (Statements, except with respect to certain agreed changes in accounting policies as specified set forth in the definition of Interim Period EBITDA)Schedule 4.10 attached hereto and incorporated herein by this reference. In order for Seller to review the The Closing Balance Sheet and calculate the Closing Net Working Capital Amount, the Closing Indebtedness, the Net Interim Period Adjustment Amount (and the elements of such calculation) and to review the shall be accompanied by reasonably detailed schedules including a calculation of the Actual Retention Bonuses, Net Worth Value. The Sellers and a firm of independent public accountants designated by the Actual Sales Bonuses and Sellers (the Actual U.K. Funding Amount, the Company "SELLERS' ACCOUNTANT") will provide be entitled to Seller and Seller's accountants prompt and full reasonable access during normal business hours to the personnel, accountants relevant records and books and records working papers of the Acquired Companies (Target and shall provide copies of the applicable portions of such books and records as may be reasonably requested), its Subsidiaries to the extent reasonably related to the preparation aid in their review of the Closing Balance Sheet Financial Statements. The Closing Financial Statements shall be deemed to be accepted by the Sellers and shall be conclusive for the purposes of the adjustment described in Sections 2.3(b) and 2.3(c) hereof except to the extent, if any, that the Sellers or the Sellers' Accountant shall have delivered, within thirty (30) days after the date on which the Closing Financial Statements are delivered to the Sellers, a written notice to Buyer stating each and every item to which the Sellers take exception, specifying in reasonable detail the nature and extent of any such exception (it being understood that any amounts not disputed as provided herein shall be paid promptly). If a change proposed by the Sellers is disputed by Buyer, then Buyer and the calculation Sellers shall negotiate in good faith to resolve such dispute. If, after a period of twenty (20) days following the date on which the Sellers give Buyer notice of any such proposed change, any such proposed change still remains disputed, then Buyer and the Sellers hereby agree that Ernst & Young, LLP (the "ACCOUNTING FIRM") shall resolve any remaining disputes. The Accounting Firm shall act as an arbitrator to determine, based solely on presentations by the Sellers and Buyer, and not by independent review, only those issues still in dispute. The decision of the Closing Net Working Capital Amount, Accounting Firm shall be final and binding and shall be in accordance with the Closing Indebtedness, the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, and the Net Interim Period Adjustment Amount (and the elements provisions of such calculation).this

Closing Balance Sheet. As soon as reasonably --------------------- practicable following the Closing Date, and in any event within one hundred thirty days (130) days thereafter, the Company shall prepare and deliver to Seller (i) a consolidated balance sheet of the Included Subsidiaries as of the close of business on the date immediately prior to the Closing Date (the "Closing Balance Sheet"), (ii) a consolidated balance sheet of the Company as of the close of business on the date immediately prior to the Closing Date, (iii) a calculation of the "Closing Net Working Capital Amount", which shall equal the Net Working Capital Amount as reflected on the Closing Balance Sheet minus the Target Net Working Capital Amount (including the line item components thereof, together with reasonable back-up information providing the basis for such balance sheet and calculations), (iv) the amount of outstanding Indebtedness outstanding as of the close of business on the date immediately prior to the Closing Date minus any such Indebtedness to be paid at any time prior to the Closing or that will be paid by Seller at the Closing plus any Indebtedness incurred on the Closing Date that remains outstanding immediately after the Closing (the "Closing Indebtedness") which Closing Indebtedness shall include the actual amount of the U.K. Loans and the Esterhazy Loan immediately prior to the Closing, (including the components thereof, together with reasonable back up information); (v) a calculation of the amount of Retention Bonuses that would have been paid by the Acquired Companies to the Employees, in accordance with the terms of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus the amount of the Retention Bonuses that were not rolled-over into the Senior Executive Plan (such sum being referred to as the "Actual Retention Bonuses"), (vi) a statement of the actual amount of the sales bonuses set forth on Section 3.16(a)(iii) of the Seller Disclosure Letter that would have been paid to the Employees in accordance with the terms of such Sales Bonuses had such Sales Bonuses not been "rolled over" into the Senior Executive Plan or that were payable (and not paid by Seller prior to Closing) (the "Actual Sales Bonuses"), (vii) a calculation of the funding level of the U.K. Plan, at Closing, and the Actual U.K. Funding Amount as prepared by the Salt Union Limited's actuary in the U.K. consistent with its prior practice and (viii) a calculation of the Net Interim Period Adjustment Amount (which calculation shall set forth, for the Interim Period and the Offset Period, if any, a calculation of the Interim Period EBITDA generated, a calculation of the Interim Period Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment Amounts). The Closing Balance Sheet, the Interim Period EBITDA, and the Interim Period Capital Expenditures shall be prepared in accordance with GAAP and on a basis consistent with the preparation of the Company Financial Statements (except as specified in the definition of Interim Period EBITDA). In order for Seller to review the Closing Balance Sheet and calculate the Closing Net Working Capital Amount, the Closing Indebtedness, the Net Interim Period Adjustment Amount (and the elements of such calculation) and to review the calculation of the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, the Company will provide to Seller and Seller's accountants prompt and full access to the personnel, accountants and books and records of the Acquired Companies (and shall provide copies of the applicable portions of such books and records as may be reasonably requested), to the extent reasonably related to the preparation of the Closing Balance Sheet and the calculation of the Closing Net Working Capital Amount, the Closing Indebtedness, the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, and the Net Interim Period Adjustment Amount (and the elements of such calculation).

Closing Balance Sheet. (a As soon promptly as reasonably practicable following practicable, but no later than 60 days, after the Closing Date, Buyer will cause to be prepared and in any event within one hundred thirty days (130) days thereafter, the Company shall prepare and deliver delivered to Seller (i) a consolidated the combined balance sheet of the Included Subsidiaries Reseller Network as of the close of business on the date immediately prior to the Closing Date (the "Closing Balance Sheet"), (ii) and a consolidated balance sheet of the Company as of the close of business certificate based on the date immediately prior to the Closing Date, (iii) a calculation of the "Closing Net Working Capital Amount", which shall equal the Net Working Capital Amount as reflected on the such Closing Balance Sheet minus the Target Net Working Capital Amount (including the line item components thereof, together with reasonable back-up information providing the basis for such balance sheet and calculations), (iv) the amount of outstanding Indebtedness outstanding as of the close of business on the date immediately prior to the Closing Date minus any such Indebtedness to be paid at any time prior to the Closing or that will be paid by Seller at the Closing plus any Indebtedness incurred on the Closing Date that remains outstanding immediately after the Closing (the "Closing Indebtedness") which Closing Indebtedness shall include the actual amount of the U.K. Loans and the Esterhazy Loan immediately prior to the Closing, (including the components thereof, together with reasonable back up information); (v) a setting forth Buyer's calculation of the amount Closing Net Liabilities Assumed. Buyer will, and will request its independent accountants to, make available to Seller copies of Retention Bonuses that would have been paid by the Acquired Companies to the Employees, all customary accounting workpapers in accordance with the terms of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus the amount of the Retention Bonuses their respective possession that were not rolled-over into the Senior Executive Plan (such sum being referred to as the "Actual Retention Bonuses"), (vi) a statement of the actual amount of the sales bonuses set forth on Section 3.16(a)(iii) of the Seller Disclosure Letter that would have been paid to the Employees in accordance with the terms of such Sales Bonuses had such Sales Bonuses not been "rolled over" into the Senior Executive Plan or that were payable (and not paid by Seller prior to Closing) (the "Actual Sales Bonuses"), (vii) a calculation of the funding level of the U.K. Plan, at Closing, and the Actual U.K. Funding Amount as prepared by the Salt Union Limited's actuary in the U.K. consistent with its prior practice and (viii) a calculation of the Net Interim Period Adjustment Amount (which calculation shall set forth, for the Interim Period and the Offset Period, if any, a calculation of the Interim Period EBITDA generated, a calculation of the Interim Period Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment Amounts). The Closing Balance Sheet, the Interim Period EBITDA, and the Interim Period Capital Expenditures shall be prepared in accordance connection with GAAP and on a basis consistent with the preparation of the Company Financial Statements (except as specified in the definition of Interim Period EBITDA). In order for Seller to review the Closing Balance Sheet and calculate the Closing Net Working Capital Amount, the Closing Indebtedness, the Net Interim Period Adjustment Amount (and the elements of such calculation) and to review the calculation of the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, the Company will provide to Seller and Seller's accountants prompt and full access to the personnel, accountants and books and records of the Acquired Companies (and shall provide copies of the applicable portions of such books and records as may be reasonably requested), to the extent reasonably related to the preparation of the Closing Balance Sheet and the calculation of Closing Net Liabilities Assumed. As used herein, "Closing Net Liabilities Assumed" means the net liabilities of Reseller Network as of the close of business on the Closing Net Working Capital AmountDate, which net liabilities shall be calculated based on the Closing IndebtednessBalance Sheet and in the manner set forth in Schedule 2.04. The Closing Balance Sheet shall (x) fairly present the combined financial position of Reseller Network as at the close of business on the Closing Date in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the Balance Sheet, (y) include line items (including the Actual Retention Bonusesconstituent components thereof) consistent with those in the Balance Sheet and (z) be subject to adjustment as set forth on Schedule 2.04. The Closing Balance Sheet (i) shall not reflect any accruals for the disposal of leases of real property, for severance payments or obligations made or incurred pursuant to agreements or arrangements disclosed in Schedule 3.09(k) of the Actual Sales Bonuses Seller Disclosure Letter or otherwise approved by Buyer, or for obligations with respect to the Indemnity Agreement with ITT Hartford referred to in the letter agreement dated February 9, 1996 between Seller, Pacific OnLine Computers, Inc., Jeffrey Tietzer and the Actual U.K. Funding Amount, Elizabeth Tietzer and the Net Interim Period Adjustment Amount (and the elements of such calculation)ii) shall not refxxxx xxx xxxxxves wxxx xxxxxxx xx xxseller loans.

Closing Balance Sheet. As soon as reasonably practicable following On or before the 60th day after the Closing Date, and in any event within one hundred thirty days (130) days thereafter, the Company shall will prepare and deliver to Seller (i) a consolidated balance sheet of the Included Subsidiaries as of the close of business on the date day immediately prior to preceding the Closing Date (without giving effect to any of the transactions contemplated hereby), which shall be audited by Arthxx Xxxexxxx XXX (the "Company's Accountant") (together with the related audit report of such firm, the "Closing Balance Sheet"), and which shall set forth a calculation of the Closing Net Working Capital, and the Company will promptly deliver a copy of the Closing Balance Sheet to the Purchaser. The Company shall pay all fees and expenses in connection with the preparation of the Closing Balance Sheet, including the fees of the Company's Accountant. The Closing Balance Sheet shall (iix) a consolidated balance sheet be prepared in accordance with GAAP consistent with the preparation of the historical financial statements of the Company and (y) fairly present the financial position of the Company as of the close of business on Closing Date. During such 60-day period, the date immediately prior Purchaser will provide the Company and the Company's Accountant reasonable access to the Closing Date, (iii) a calculation Company's records. To facilitate the preparation of the "Closing Net Working Capital Amount", which shall equal the Net Working Capital Amount as reflected on the Closing Balance Sheet minus and the Target calculation of Closing Net Working Capital Amount (including Capital, during the line item components thereof, together with reasonable back30-up information providing day period immediately following the basis for such balance sheet and calculations), (iv) the amount of outstanding Indebtedness outstanding as Company's delivery of the close of business on the date immediately prior to the Closing Date minus any such Indebtedness to be paid at any time prior to the Closing or that will be paid by Seller at the Closing plus any Indebtedness incurred on the Closing Date that remains outstanding immediately after the Closing (the "Closing Indebtedness") which Closing Indebtedness shall include the actual amount of the U.K. Loans and the Esterhazy Loan immediately prior to the Closing, (including the components thereof, together with reasonable back up information); (v) a calculation of the amount of Retention Bonuses that would have been paid by the Acquired Companies to the Employees, in accordance with the terms of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus the amount of the Retention Bonuses that were not rolled-over into the Senior Executive Plan (such sum being referred to as the "Actual Retention Bonuses"), (vi) a statement of the actual amount of the sales bonuses set forth on Section 3.16(a)(iii) of the Seller Disclosure Letter that would have been paid to the Employees in accordance with the terms of such Sales Bonuses had such Sales Bonuses not been "rolled over" into the Senior Executive Plan or that were payable (and not paid by Seller prior to Closing) (the "Actual Sales Bonuses"), (vii) a calculation of the funding level of the U.K. Plan, at Closing, and the Actual U.K. Funding Amount as prepared by the Salt Union Limited's actuary in the U.K. consistent with its prior practice and (viii) a calculation of the Net Interim Period Adjustment Amount (which calculation shall set forth, for the Interim Period and the Offset Period, if any, a calculation of the Interim Period EBITDA generated, a calculation of the Interim Period Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment Amounts). The Closing Balance Sheet, the Interim Period EBITDACompany will use commercially reasonable best efforts to provide the Purchaser and PricewaterhouseCoopers LLP (the "Purchaser's Accountant") reasonable access to the Company's Accountant, and the Interim Period Capital Expenditures shall be prepared in accordance with GAAP and on a basis consistent with the preparation of the Company Financial Statements (except as specified in the definition of Interim Period EBITDA). In order for Seller to review the Closing Balance Sheet and calculate the Closing Net Working Capital Amount, the Closing Indebtedness, the Net Interim Period Adjustment Amount (and the elements of such calculation) and to review the calculation of the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, the Company will provide to Seller and Seller's accountants prompt and full access to the personnel, accountants and books and records of the Acquired Companies (and shall provide copies of the applicable portions of such books and records as may be reasonably requested), to the extent reasonably work papers related to the preparation of the Closing Balance Sheet and the calculation of the Closing Net Working Capital AmountCapital. On or prior to the 30th day following Company's delivery of the Closing Balance Sheet, the Purchaser may give the Company a written notice stating in reasonable detail the Purchaser's objections (an "Objection Notice") to the Closing Indebtedness, Balance Sheet. Any Objection Notice shall specify in reasonable detail the Actual Retention Bonuses, the Actual Sales Bonuses dollar amount of any objection and the Actual U.K. Funding Amountbasis therefor. Any determination expressly set forth on the Closing Balance Sheet which is not specifically objected to in the Objection Notice shall be deemed final and binding upon the Parties upon delivery of the Objection Notice. If the Purchaser does not give the Company an Objection Notice within such 30-day period, then the Closing Balance Sheet will be conclusive and binding upon the Parties and the Closing Net Interim Period Adjustment Amount (and Working Capital set forth in the elements Closing Balance Sheet will constitute the Closing Net Working Capital for purposes of such calculation)Section 1F(i) above.

Closing Balance Sheet. As soon as reasonably practicable following The Company will cause to be prepared and delivered to the Stockholders, within 60 days after the Closing Date, and in any event within one hundred thirty days (130) days thereafter, the Company shall prepare and deliver to Seller (i) a consolidated balance sheet of the Included Subsidiaries as of the close of business on the date immediately prior to the Closing Date (the "Closing Balance Sheet"), (ii) a consolidated balance sheet of the Company as of the close of business on the date immediately prior to the Closing Date, (iii) a calculation of the "Closing Net Working Capital Amount", which shall equal the Net Working Capital Amount as reflected on the Closing Balance Sheet minus the Target Net Working Capital Amount (including the line item components thereof, together with reasonable back-up information providing the basis for such balance sheet and calculations), (iv) the amount of outstanding Indebtedness outstanding as of the close of business on the date immediately prior to the Closing Date minus any such Indebtedness to be paid at any time prior to the Closing or that will be paid by Seller at the Closing plus any Indebtedness incurred on the Closing Date that remains outstanding immediately after the Closing (the "Closing Indebtedness") which Closing Indebtedness shall include the actual amount of the U.K. Loans and the Esterhazy Loan immediately prior to the Closing, (including the components thereof, together with reasonable back up information); (v) a calculation of the amount of Retention Bonuses that would have been paid by the Acquired Companies to the Employees, in accordance with the terms of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus the amount of the Retention Bonuses that were not rolled-over into the Senior Executive Plan (such sum being referred to as the "Actual Retention Bonuses"), (vi) a statement of the actual amount of the sales bonuses set forth on Section 3.16(a)(iii) of the Seller Disclosure Letter that would have been paid to the Employees in accordance with the terms of such Sales Bonuses had such Sales Bonuses not been "rolled over" into the Senior Executive Plan or that were payable (and not paid by Seller prior to Closing) (the "Actual Sales Bonuses"), (vii) a calculation of the funding level of the U.K. Plan, at Closing, and the Actual U.K. Funding Amount as prepared by the Salt Union Limited's actuary in the U.K. consistent with its prior practice and (viii) a calculation of the Net Interim Period Adjustment Amount (which calculation shall set forth, for the Interim Period and the Offset Period, if any, a calculation of the Interim Period EBITDA generated, a calculation of the Interim Period Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment Amounts). The Closing Balance Sheet, the Interim Period EBITDA, and the Interim Period Capital Expenditures Sheet shall be prepared by Purchaser's independent auditors from the books and records of the Company in accordance with GAAP and United States generally accepted accounting principles ("GAAP"), applied on a basis consistent with the policies employed in the preparation of the Audited Financial Statements. The Closing Balance Sheet shall fully and accurately reflect all the expenses of (and any rights to reimbursement under Section 11.7 hereof related to) the transactions contemplated hereby incurred by (or owed to) the Company Financial Statements (except as specified including any distribution of cash to Stockholders of a value up to $2,000,000 pursuant to Section 6.4 and any unpaid fees and expenses of BA Partners, Lathxx & Xatkxxx xxx Ernsx & Xounx XXX to be paid by the Company) and the expenses of closure of the Pasadena Facility, including severance costs, in each case unless previously paid and reflected in Net Worth, but shall not include any purchase accounting adjustments. Notwithstanding the definition of Interim Period EBITDA). In order for Seller to review foregoing, the Closing Balance Sheet shall reflect as environmental reserve for the matters described in Schedule 2.3 only so much of the environmental reserve described on Schedule 2.3 as at the time shall not have been expended, and calculate (without duplication) shall reflect any dividend or distribution by the Company to the Stockholders permitted by Section 6.4 which occurs on the Closing Net Working Capital Amount, the Closing Indebtedness, the Net Interim Period Adjustment Amount (Date. Representatives of Purchaser and the elements of such calculation) Stockholders may observe and to review the calculation of the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, the Company will provide to Seller and Seller's accountants prompt and full access to the personnel, accountants and books and records of the Acquired Companies (and shall provide copies of the applicable portions of such books and records as may be reasonably requested), to the extent reasonably related to comment upon the preparation of the Closing Balance Sheet and Sheet. During the calculation 45-day period following the Stockholders' receipt of the Closing Net Working Capital AmountBalance Sheet, the Stockholders and their independent auditors shall be permitted to review the working papers of Purchaser's independent auditors relating to the Closing Balance Sheet and to have access to the Company's pertinent financial and other records. The Closing Balance Sheet shall become final and binding upon the parties on the forty-fifth day following the Stockholders' receipt thereof, unless the Stockholders give written notice to Purchaser prior to such date of their disagreement with the Closing Balance Sheet or that they have not been provided necessary access to requisite working papers or records ("NOTICE OF DISAGREEMENT"). Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement or lack of access, and include only disagreements based on mathematical errors, the Closing IndebtednessBalance Sheet not being calculated in accordance with this Section 2.3, or the determination of amounts involving discretion or judgment (including the amounts of reserves). If a Notice of Disagreement is received by Purchaser in a timely manner, then the Closing Balance Sheet (as it may be revised pursuant to the procedures described below) shall become final and binding upon the Stockholders and Purchaser on the earlier of (a) the date the Stockholders and Purchaser 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). During the 45-day period following the delivery of a Notice of Disagreement, the Actual Retention BonusesStockholders and Purchaser 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 45-day period, the Actual Sales Bonuses Stockholders and Purchaser shall submit to an independent accounting firm (the Actual U.K. Funding Amount"ACCOUNTING FIRM") for review and resolution any and all matters which remain in dispute and which were properly included in the Notice of Disagreement. The Accounting Firm shall be any "Big 6" national accounting firm not employed (currently or within the preceding 24 months) by the Company, and any of the Net Interim Period Adjustment Amount (and the elements of such calculation).Stockholders or Purchaser, as

Closing Balance Sheet. As soon as reasonably practicable Within 90 days following the Closing DateClosing, Michxxx, xx the one hand, and in any event within one hundred thirty days (130) days thereafterPapetti's Hygrade and the Acquired Entities, on the Company other hand, shall prepare and deliver to Seller (i) a consolidated cause an audit of the combined balance sheet of Papetti's Hygrade and the Included Subsidiaries Acquired Entities as of the close of business on the date immediately prior to the Closing Date (the "Closing Balance Sheet"), (ii) a consolidated balance sheet of the Company as of the close of business on the date immediately prior to the Closing Date, (iii) a calculation of the "Closing Net Working Capital Amount", which shall equal the Net Working Capital Amount as reflected on the Closing Balance Sheet minus the Target Net Working Capital Amount (including the line item components thereof, together with reasonable back-up information providing the basis for such balance sheet and calculations), (iv) the amount of outstanding Indebtedness outstanding as of the close of business on the date immediately prior to the Closing Date minus any such Indebtedness to be paid at any time prior to the Closing or that will be paid by Seller at the Closing plus any Indebtedness incurred on the Closing Date that remains outstanding immediately after the Closing (the "Closing Indebtedness") which Closing Indebtedness shall include the actual amount of the U.K. Loans and the Esterhazy Loan immediately prior to the Closing, (including the components thereof, together with reasonable back up information); (v) a calculation of the amount of Retention Bonuses that would have been paid by the Acquired Companies to the Employees, in accordance with the terms of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus the amount of the Retention Bonuses that were not rolled-over into the Senior Executive Plan (such sum being referred to as the "Actual Retention Bonuses"), (vi) a statement of the actual amount of the sales bonuses set forth on Section 3.16(a)(iii) of the Seller Disclosure Letter that would have been paid to the Employees in accordance with the terms of such Sales Bonuses had such Sales Bonuses not been "rolled over" into the Senior Executive Plan or that were payable (and not paid by Seller prior to Closing) (the "Actual Sales Bonuses"), (vii) a calculation of the funding level of the U.K. Plan, at Closing, and the Actual U.K. Funding Amount as prepared by the Salt Union Limited's actuary in the U.K. consistent with its prior practice and (viii) a calculation of the Net Interim Period Adjustment Amount (which calculation shall set forth, for the Interim Period and the Offset Period, if any, a calculation of the Interim Period EBITDA generated, a calculation of the Interim Period Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment Amounts). The Closing Balance Sheet, the Interim Period EBITDA, and the Interim Period Capital Expenditures Sheet shall be prepared in accordance with GAAP consistently applied utilizing the accounting principles described in the most recently completed audited financial statements of Papetti's Hygrade and on the Acquired Entities except that, (i) depreciation during the period from the Balance Sheet Dates to the Closing Date shall be computed using the straight-line method, applied to each fixed asset's existing net book value at the Balance Sheet Dates, divided by the remaining useful life of each asset, whereby the remaining useful life is computed by applying the useful life used by Michxxx xxx each class of asset, less the useful life consumed through the Balance Sheet Dates, and (ii), the capitalization and amortization of tote inventory shall be applied in the Closing Balance Sheet in a basis consistent fashion with the method used in preparation of the Company Financial Statements Balance Sheet, and (except iii), the Closing Balance Sheet shall contain no accounting effects related to the Settlement Agreement. To the extent the combined equity 101 shown on the Closing Balance Sheet exceeds $37,582,000, which is the combined equity shown on the combined financial statements as specified of the Balance Sheet Dates, adjusted as shown on Schedule 2.1.1, Michxxx xxxll pay such excess as additional cash consideration to the Shareholders and Partners of the Acquired Entities in the definition same proportion as the cash distributed at the Closing. To the extent the combined equity shown on the Closing Balance Sheet is less than $37,582,000, the Shareholders and Partners of Interim Period EBITDAthe Acquired entities shall be jointly and severally liable to pay Michxxx xxxx xxxicit. The Closing Balance Sheet audit shall be conducted by Granx Xxxxxxxx XXX in accordance with generally accepted auditing standards (GAAS). In order for Seller With respect to the conduct of the audit the parties agree that an audit conducted in accordance with GAAS will require the audit be planned and performed to obtain reasonable assurance about whether the Closing Balance Sheet is free from material misstatement. The Closing Balance Sheet audit will include examining, on a test basis, evidence supporting the amounts shown on such statement. The audit will include assessing the significant estimates made by management of Papetti's Hygrade and the Acquired Entities. The parties agree that Closing Balance Sheet need not contain all disclosures normally included in audited financial statements which are prepared in accordance with GAAP. Upon delivery of the audit of the Closing Balance Sheet, Papetti's Hygrade and the Acquired Entities, together with their independent auditors, shall have the right to review the Closing Balance Sheet and calculate adjustments made therein, for a period of 30 days following receipt thereof. If Papetti's Hygrade and the Acquired Entities disagree with the Closing Net Working Capital AmountBalance Sheet, the Closing Indebtedness, the Net Interim Period Adjustment Amount (and the elements they shall give notice to Michxxx xxxhin such 30-day period of such calculation) and their proposed revisions to review the calculation of the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, the Company will provide to Seller and Seller's accountants prompt and full access to the personnel, accountants and books and records of the Acquired Companies (and shall provide copies of the applicable portions of such books and records as may be reasonably requested), to the extent reasonably related to the preparation of the Closing Balance Sheet and combined equity. The parties agree to negotiate any differences for a period of 15 days following receipt by Michxxx xx such proposed revisions. If the calculation parties are unable to resolve any such differences, the dispute shall be submitted to a mutually agreeable Big 6 accounting firm other than Coopers & Lybrxxx XXX or Granx Xxxxxxxx XXX who shall finally determine the Closing Balance Sheet. Within ten (10) days following resolution of the Closing Net Working Capital Amountdisputed items, the Closing Indebtednesspayment shall be made, the Actual Retention Bonusesif required, the Actual Sales Bonuses and the Actual U.K. Funding Amount, and the Net Interim Period Adjustment Amount (and the elements of such calculation)as provided above.

Closing Balance Sheet. As soon as reasonably practicable after the Closing Date, but in any event within 45 calendar days following the Closing Date, and in any event within one hundred thirty days (130) days thereafter, the Company Buyer shall prepare and deliver to Seller (i) a consolidated balance sheet of the Included Subsidiaries as of the close of business on the date immediately prior to the Closing Date (the "Closing Balance Sheet"), (ii) a consolidated balance sheet of the Company as of the close of business on the date immediately prior to the Closing Date, (iii) a calculation of the "Closing Net Working Capital Amount", which shall equal the Net Working Capital Amount as reflected on the Closing Balance Sheet minus the Target Net Working Capital Amount (including the line item components thereof, together with reasonable back-up information providing the basis for such balance sheet and calculations), (iv) the amount of outstanding Indebtedness outstanding as of the close of business on the date immediately prior to the Closing Date minus any such Indebtedness to be paid at any time prior to the Closing or that will be paid by Seller at the Closing plus any Indebtedness incurred on the Closing Date that remains outstanding immediately after the Closing (the "Closing Indebtedness") which Closing Indebtedness shall include the actual amount of the U.K. Loans and the Esterhazy Loan immediately prior to the Closing, (including the components thereof, together with reasonable back up information); (v) a calculation of the amount of Retention Bonuses that would have been paid by the Acquired Companies to the Employees, in accordance with the terms of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus the amount of the Retention Bonuses that were not rolled-over into the Senior Executive Plan (such sum being referred to as the "Actual Retention Bonuses"), (vi) a statement of the actual amount of the sales bonuses set forth on Section 3.16(a)(iii) of the Seller Disclosure Letter that would have been paid to the Employees in accordance with the terms of such Sales Bonuses had such Sales Bonuses not been "rolled over" into the Senior Executive Plan or that were payable (and not paid by Seller prior to Closing) (the "Actual Sales Bonuses"), (vii) a calculation of the funding level of the U.K. Plan, at Closing, and the Actual U.K. Funding Amount as prepared by the Salt Union Limited's actuary in the U.K. consistent with its prior practice and (viii) a calculation of the Net Interim Period Adjustment Amount (which calculation shall set forth, for the Interim Period and the Offset Period, if any, a calculation of the Interim Period EBITDA generated, a calculation of the Interim Period Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment Amounts)Sellers' Representative. The Closing Balance Sheet, the Interim Period EBITDA, and the Interim Period Capital Expenditures Sheet shall be prepared by the Buyer from the Company's records and reviewed by Xxxxxx Xxxxxxxx & Co. and shall present fairly the assets and liabilities and financial position and results of operations of the Company at the date thereof in accordance with GAAP and on a basis consistent with GAAP, consistently applied. From the preparation Closing Date until the final determination of the Closing Balance Sheet, Buyer shall xxxxx Xxxxxxx and Sellers' Representative such access to the Company Financial Statements (except and its employees, books, records and files as specified Sellers may reasonably require to satisfy themselves of the accuracy of the Closing Balance Sheet and its preparation in the definition of Interim Period EBITDA)accordance with this Section 3.7. In order for Seller Sellers may, at their expense, cause their independent public accountants to audit or otherwise review the Closing Balance Sheet and calculate the Closing Net Working Capital Amount, the Closing Indebtedness, the Net Interim Period Adjustment Amount (Sellers and the elements of such calculation) and to review the calculation of the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, the Company will provide to Seller and Seller's their independent public accountants prompt and full shall have access to the personnel, accountants and books and records of work papers used by Buyer in preparing the Acquired Companies (and shall provide copies of the applicable portions of such books and records as may be reasonably requested), to the extent reasonably related to the preparation Closing Balance Sheet. If Sellers' Representative does not notify Buyer within 60 days after receipt of the Closing Balance Sheet and that the calculation of the Closing Net Working Capital AmountSellers object to any item on, or other matter relating to, the Closing IndebtednessBalance Sheet, then Sellers shall be deemed to have accepted the Closing Balance Sheet. If the Sellers' Representative does so object and if Buyer and Sellers are unable, within 30 days after receipt by Buyer of Sellers' Representative's notice of objection, to resolve any disputes regarding the Closing Balance Sheet, Sellers' Representative and Buyer shall each designate a firm of certified public accountants and Buyer and Sellers' Representative, together with such designated firms, shall jointly endeavor to resolve each dispute. If all such disputes are not resolved within 45 days after Buyer's being notified thereof, then the firms designated by Buyer and Sellers' Representative shall jointly select a third firm of nationally recognized certified public accountants, provided that if such firms fail to appoint such a third firm within 60 days after Buyer's receipt of said notification, either party may request the American Arbitration Association in New York City to appoint an independent firm of certified public accountants of recognized national standing. Such third firm shall resolve all remaining disputes and its resolution shall be final and binding on the parties and enforceable in a court of law. Each party shall be responsible for the fees and expenses of the firm it designated. The fees and expenses of the third firm, if required hereunder, shall be apportioned between the parties to reflect the relative differences between the position asserted by each party with respect to each dispute referred to such third firm and the resolution reached by such third firm, with the party that is further from such resolution bearing a proportionately greater share of such fees and expenses. If there is more than one such dispute, the Actual Retention Bonuses, the Actual Sales Bonuses fees and the Actual U.K. Funding Amount, and the Net Interim Period Adjustment Amount (and the elements expenses of such calculation)third firm shall be allocated in proportion to their respective amounts.

Closing Balance Sheet. As soon promptly as reasonably practicable following after the Closing Date (but in no event more than sixty (60) days after the Closing Date, and in any event within one hundred thirty days ) (130) days thereaftersuch date, the Company shall "Closing Financial Statements Delivery Date"), the Purchaser will prepare and deliver to Seller (i) Holding a consolidated balance sheet of the Included Subsidiaries GLAS as of the close of business on the date day immediately prior to preceding the Closing Date (the "Closing Balance Sheet"), (ii) . The Closing Balance Sheet shall be accompanied by a consolidated balance sheet certificate of the Company Vice President - Controller of the GLAS Business as constituted by the Purchaser as of such date to the effect that the Closing Balance Sheet present fairly, in accordance with GAAP and the accounting practices of GLAS applied on a basis consistent with the Financial Statements for the year ended December 31, 1998, the financial condition of GLAS as of the close of business on the date day immediately prior to preceding the Closing Date, (iii) a calculation of the "Closing Net Working Capital Amount", which shall equal the Net Working Capital Amount as reflected on the Closing Balance Sheet minus the Target Net Working Capital Amount (including the line item components thereof, together with reasonable back-up information providing the basis for such balance sheet and calculations), (iv) the amount of outstanding Indebtedness outstanding as of the close of business on the date immediately prior to the Closing Date minus any such Indebtedness to be paid at any time prior to the Closing or that will be paid by Seller at the Closing plus any Indebtedness incurred on the Closing Date that remains outstanding immediately after the Closing (the "Closing Indebtedness") which Closing Indebtedness shall include the actual amount of the U.K. Loans and the Esterhazy Loan immediately prior to the Closing, (including the components thereof, together with reasonable back up information); (v) a calculation of the amount of Retention Bonuses that would have been paid by the Acquired Companies to the Employees, in accordance with the terms of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus the amount of the Retention Bonuses that were not rolled-over into the Senior Executive Plan (such sum being referred to as the "Actual Retention Bonuses"), (vi) a statement of the actual amount of the sales bonuses set forth on Section 3.16(a)(iii) of the Seller Disclosure Letter that would have been paid to the Employees in accordance with the terms of such Sales Bonuses had such Sales Bonuses not been "rolled over" into the Senior Executive Plan or that were payable (and not paid by Seller prior to Closing) (the "Actual Sales Bonuses"), (vii) a calculation of the funding level of the U.K. Plan, at Closing, and the Actual U.K. Funding Amount as prepared by the Salt Union Limited's actuary in the U.K. consistent with its prior practice and (viii) a calculation of the Net Interim Period Adjustment Amount (which calculation shall set forth, for the Interim Period and the Offset Period, if any, a calculation of the Interim Period EBITDA generated, a calculation of the Interim Period Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment Amounts). The Closing Balance Sheet, the Interim Period EBITDA, and the Interim Period Capital Expenditures shall Sheet will be prepared in accordance with GAAP and GAAP, applied on a basis consistent with the preparation Financial Statements for the year ended December 31, 1998. Holding and a firm of independent public accountants designated by Holding ("Holding's Accountant") will be entitled to reasonable access during normal business hours to the relevant records and working papers of the Company Financial Statements GLAS Business as constituted by the Purchaser to aid in their review of the Closing Balance Sheet. The Closing Balance Sheet shall be deemed to be accepted by Holding and shall be conclusive for the purposes of the adjustment described in SECTIONS 4.4.2 and 4.4.3 hereof except to the extent, if any, that Holding or Holding's Accountant shall have delivered, within thirty (except as specified in 30) days after the definition of Interim Period EBITDA). In order for Seller to review date on which the Closing Balance Sheet is delivered to Holding, a written notice to Purchaser stating each and calculate every item to which Holding takes exception, specifying in reasonable detail the Closing Net Working Capital Amountnature and extent of any such exception (it being understood that any amounts not disputed as provided herein shall be paid promptly). If a change proposed by Holding is disputed by Purchaser, then Purchaser and Holding shall negotiate in good faith to resolve such dispute. If, after a period of thirty (30) days following the Closing Indebtednessdate on which Holding gives Purchaser notice of any such proposed change, any such proposed change still remains disputed, then Purchaser and Holding hereby agree that KPMG LLP (the Net Interim Period Adjustment Amount ("Accounting Firm") shall resolve any remaining disputes. The Accounting Firm shall act as an arbitrator to make a determination with respect to the issues that are disputed by the parties, based on presentations by Holding and the elements of such calculation) Purchaser, and to by independent review the calculation of the Actual Retention Bonuses, Accounting Firm if deemed necessary in the Actual Sales Bonuses and the Actual U.K. Funding Amount, the Company will provide to Seller and Seller's accountants prompt and full access to the personnel, accountants and books and records sole discretion of the Acquired Companies (Accounting Firm, which determination shall be limited to only those issues still in dispute. The decision of the Accounting Firm shall be final and binding and shall provide copies be in accordance with the provisions of this SECTION 4.4.1. The fees and expenses of the applicable portions of such books Accounting Firm, if any, shall be paid equally by Purchaser and records Holding. The date on which the Current Assets Amount is finally determined pursuant to this SECTION 4.4.1 is referred to hereinafter as may be reasonably requested), to the extent reasonably related to the preparation of the Closing Balance Sheet and the calculation of the Closing Net Working Capital Amount, the Closing Indebtedness, the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, and the Net Interim Period Adjustment Amount (and the elements of such calculation)"DETERMINATION DATE."

Closing Balance Sheet. As soon as reasonably practicable following Within forty-five (45) days after the Closing Date, and in any event within one hundred thirty days (130) days thereafter, the Company Seller shall prepare with the assistance of its independent certified public accountants ("Seller's Auditors") and deliver present to Seller (i) a consolidated Buyer the balance sheet of the Included Subsidiaries Aerospace Business as of the close of business on the date immediately prior to the Closing Date (the "Proposed Closing Balance Sheet"), (ii) a consolidated balance sheet of . The parties agree that the Company as of the close of business on the date immediately prior to the Closing Date, (iii) a calculation of the "Closing Net Working Capital Amount", which shall equal the Net Working Capital Amount as reflected on the Proposed Closing Balance Sheet minus the Target Net Working Capital Amount (including the line item components thereof, together with reasonable back-up information providing the basis for such balance sheet and calculations), (iv) the amount of outstanding Indebtedness outstanding as of the close of business on the date immediately prior to the Closing Date minus any such Indebtedness to shall be paid at any time prior to the Closing or prepared so that will be paid by Seller at the Closing plus any Indebtedness incurred on the Closing Date that remains outstanding immediately after the Closing (the "Closing Indebtedness") which Closing Indebtedness shall include the actual amount of the U.K. Loans and the Esterhazy Loan immediately prior to the Closing, (including the components thereof, together with reasonable back up information); (v) a calculation of the amount of Retention Bonuses that would have been paid by the Acquired Companies to the Employeesit presents fairly, in accordance with GAAP (except as footnoted therein) and Seller's normal accounting procedures consistent with past practice, the terms financial position of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus the amount Aerospace Business as of the Retention Bonuses that were not rolled-over into the Senior Executive Plan (such sum being referred to as the "Actual Retention Bonuses"), (vi) Closing Date using practices and procedures applied in a statement of the actual amount of the sales bonuses set forth on Section 3.16(a)(iii) of the Seller Disclosure Letter that would have been paid to the Employees in accordance with the terms of such Sales Bonuses had such Sales Bonuses not been "rolled over" into the Senior Executive Plan or that were payable (and not paid by Seller prior to Closing) (the "Actual Sales Bonuses"), (vii) a calculation of the funding level of the U.K. Plan, at Closing, and the Actual U.K. Funding Amount as prepared by the Salt Union Limited's actuary in the U.K. consistent with its prior practice and (viii) a calculation of the Net Interim Period Adjustment Amount (which calculation shall set forth, for the Interim Period and the Offset Period, if any, a calculation of the Interim Period EBITDA generated, a calculation of the Interim Period Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment Amounts). The Closing Balance Sheet, the Interim Period EBITDA, and the Interim Period Capital Expenditures shall be prepared in accordance with GAAP and on a basis manner consistent with the preparation of the Company Financial Statements Statements. Buyer and its independent certified public accountants (except as specified in "Buyer's Auditors") shall have the definition of Interim Period EBITDA). In order for Seller right to review and copy, promptly upon request, the workpapers of Seller's Auditors utilized in preparing the Proposed Closing Balance Sheet and calculate for purposes of verifying the accuracy of the Proposed Closing Net Working Capital AmountBalance Sheet. The Proposed Closing Balance Sheet shall be binding upon the parties to this Agreement unless Buyer gives written notice of disagreement with any of the values or amounts contained therein to Seller within thirty (30) Business Days after its receipt of the Proposed Closing Balance Sheet, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Proposed Closing Balance Sheet within fifteen (15) Business Days after Seller's receipt of any notice of disagreement from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the Closing Indebtednessdisagreement shall be referred for final determination to PricewaterhouseCoopers LLP (the "First Choice") or, if such firm is not available, such other independent accounting firm of national reputation selected by the Net Interim Period Adjustment Amount mutual agreement of Buyer and Seller (the "Selected Firm") and the elements resolution of such calculation) that disagreement shall be final and binding upon the parties hereto for purposes of this Agreement. If Buyer and Seller cannot agree on the Selected Firm, it shall be chosen by the First Choice and shall be a nationally recognized firm. The Proposed Closing Balance Sheet as finally determined is referred to review herein as the calculation "Closing Balance Sheet." The fees and disbursements of the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, the Company will provide to Seller and Seller's accountants prompt and full access to the personnel, accountants and books and records of the Acquired Companies (and shall provide copies of the applicable portions of such books and records as may be reasonably requested), to the extent reasonably related to Auditors incurred in the preparation of the Proposed Closing Balance Sheet shall be paid by Seller. Buyer shall pay the fees and the calculation disbursements of Buyer's Auditors. The fees and disbursements of the Closing Net Working Capital AmountFirst Choice or the Selected Firm, as the Closing Indebtednesscase may be, shall be paid by Buyer and Seller as the Actual Retention BonusesFirst Choice or the Selected Firm, as the Actual Sales Bonuses and case may be, shall determine based upon its assessment of the Actual U.K. Funding Amount, and relative merits of the Net Interim Period Adjustment Amount (and the elements of positions taken by each in any disagreement presented to such calculation)firm.

Closing Balance Sheet. (a) As soon promptly as reasonably practicable following practicable, but no later than 90 days, after the Closing Date, Buyer will cause to be prepared and in any event within one hundred thirty days (130) days thereafter, the Company shall prepare and deliver delivered to Seller (i) Parent a consolidated combined balance sheet of the Included Subsidiaries Company Group as of the close of business on the date immediately prior to the Closing Date (the "Closing Balance SheetCLOSING BALANCE SHEET"), (ii) together with a consolidated balance sheet report of the Company as of the close of business Coopers & Xxxxxxx or Xxxxx & Xxxxx thereon, and a certificate based on the date immediately prior to the Closing Date, (iii) a calculation of the "Closing Net Working Capital Amount", which shall equal the Net Working Capital Amount as reflected on the such Closing Balance Sheet minus setting forth Buyer's calculation of stockholders' equity (the Target Net Working Capital Amount (including the line item components thereof, together with reasonable back-up information providing the basis for such balance sheet and calculations"STOCKHOLDERS' EQUITY AMOUNT"), (iv) the amount of outstanding Indebtedness outstanding as of the close of business on Parent Receivables, the date immediately prior to the Closing Date minus any such Indebtedness to be paid at any time prior to the Closing or that will be paid by Seller at the Closing plus any Indebtedness incurred on the Closing Date that remains outstanding immediately after the Closing (the "Closing Indebtedness") which Closing Indebtedness shall include the actual amount of the U.K. Loans and the Esterhazy Loan immediately prior to the Closing, Finance Receivables (including the components thereof, together with reasonable back up information); (v) a calculation of the amount of Retention Bonuses that would have been paid the Parent Receivables, the "RECEIVABLES AMOUNT"), in each case before giving effect to any payment thereof pursuant to Section 2.03. The Closing Balance Sheet shall be ---- prepared by the Acquired Companies to the Employees, Buyer in good faith in accordance with the terms of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus the amount of the Retention Bonuses that were not rolled-over into the Senior Executive Plan (such sum being referred to as the "Actual Retention Bonuses"), (vi) a statement of the actual amount of the sales bonuses procedures set forth on Section 3.16(a)(iiiin Exhibit B hereto. (b) of the Seller Disclosure Letter that would have been paid to the Employees in accordance If Parent disagrees with the terms of such Sales Bonuses had such Sales Bonuses not been "rolled over" into the Senior Executive Plan or that were payable (and not paid by Seller prior to Closing) (the "Actual Sales Bonuses"), (vii) a Buyer's calculation of the funding level of the U.K. Plan, at Closing, and the Actual U.K. Funding Stockholders' Equity Amount as prepared by the Salt Union Limitedor Buyer's actuary in the U.K. consistent with its prior practice and (viii) a calculation of the Net Interim Period Adjustment Amount (which Receivables Amount, in each case delivered pursuant to Section 2.04(a), Parent may, within 20 days ------- after delivery of the documents referred to in Section 2.04(a), deliver a ------- notice to Buyer disagreeing with such calculation shall set forth, for the Interim Period and the Offset Period, if any, a setting forth Parent's calculation of the Interim Period EBITDA generated, a calculation such amounts. Any such notice of the Interim Period Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment Amounts). The Closing Balance Sheet, the Interim Period EBITDAdisagreement shall specify those items or amounts as to which Parent disagrees, and the Interim Period Capital Expenditures Parent shall be prepared deemed to have agreed with all other items and amounts contained in accordance with GAAP and on a basis consistent with the preparation of the Company Financial Statements (except as specified in the definition of Interim Period EBITDA). In order for Seller to review the Closing Balance Sheet and calculate the Closing Net Working Capital Amount, the Closing Indebtedness, the Net Interim Period Adjustment Amount (and the elements of such calculation) and to review the calculation of the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, the Company will provide to Seller and Seller's accountants prompt and full access to the personnel, accountants and books and records of the Acquired Companies (and shall provide copies of the applicable portions of such books and records as may be reasonably requested), to the extent reasonably related to the preparation of the Closing Balance Sheet and the Buyer's calculation of the Closing Net Working Capital Stockholders' Equity Amount and the Receivables Amount, in each case delivered pursuant to Section 2.04(a). ------- (c) If a notice of disagreement shall be duly delivered pursuant to Section 2.04(b), Buyer and Parent shall, during the 30 days following such ------- delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the Final Stockholders' Equity Amount (as defined below) and the Final Receivables Amount (as defined below) which amounts shall not be less than the amounts thereof shown in Buyer's calculations delivered pursuant to Section 2.04(a) ------- nor more than the amounts thereof shown in Parent's calculation delivered pursuant to Section 2.04(b). If, during such period, Buyer and Parent are ------- unable to reach such agreement, they shall promptly thereafter cause Xxxxxx Xxxxxxxx LLP ("XXXXXX XXXXXXXX") to promptly to review this Agreement and the disputed items or amounts for the purpose of calculating the Final Stockholders' Equity Amount and the Final Receivables Amount. In making such calculation, Xxxxxx Xxxxxxxx shall consider only those items or amounts in the Closing IndebtednessBalance Sheet or Buyer's calculation of the Stockholders' Equity Amount and/or Buyer's calculation of the Receivables Amount as to which Parent has disagreed. Xxxxxx Xxxxxxxx shall deliver to Buyer and Parent, the Actual Retention Bonusesas promptly as practicable, the Actual Sales Bonuses a report setting forth such calculations. Such report shall be final and the Actual U.K. Funding Amount, binding upon Buyer and the Net Interim Period Adjustment Amount (and the elements Parent. The cost of such calculationreview and report shall be borne (i) by Buyer if the difference between the Final Stockholders' Equity Amount plus the Final Receivables Amount and Buyer's calculation of the Stockholders' Equity Amount plus Buyer's calculation of the Receivables Amount delivered pursuant to Section 2.04(a) is more than the difference ------- between the Final Stockholders' Equity Amount plus the Final Receivables Amount and Parent's calculation of the Stockholders' Equity Amount plus Parent's calculation of the Receivables Amount delivered pursuant to Section 2.04(b), (ii) by Parent if the first such difference is less than ------- the second such difference and (iii) otherwise equally by Buyer and Parent.

Closing Balance Sheet. As soon as reasonably practicable following For purposes hereof, Closing Working Capital will include only the Closing Date, items specified in Schedule 5.2(a) and in any event within one hundred thirty days (130) days thereafter, the Company shall prepare and deliver to Seller (i) will be derived from a consolidated balance sheet of for the Included Subsidiaries Business as of the close of business on the date last business day immediately prior to preceding the Closing Date (the "Working Capital Measurement Date") and excluding any effects of the transactions contemplated by this Agreement (the "Closing Balance Sheet") prepared in accordance with U.S. generally accepted accounting principles, consistently applied ("GAAP"), and using the same accounting policies and practices used in the preparation of the balance sheet as of December 31, 1996 included in the Annual Financial Statements; provided, however, that the Closing Balance Sheet and Closing Working Capital will exclude all Excluded Assets, Excluded Liabilities and any Assets converted into Cash on, but neither prior to nor after, the Closing Date; and provided, further, that the Closing Balance Sheet will present fairly the financial position of the Business. Within 60 days after the Closing, MergerCo, with the assistance of its independent accounting firm ("MergerCo's Accountants"), shall prepare, or cause to be prepared, the Closing Balance Sheet. Xxxxxx shall cooperate fully and shall provide MergerCo and MergerCo's Accountants with all assistance and access to books and records necessary for MergerCo to prepare the Closing Balance Sheet. Without limiting the generality or effect of any other provision hereof, Xxxxxx shall (i) provide MergerCo and its representatives access, during normal business hours, to the facilities, personnel and accounting and other records of Xxxxxx and its affiliates to the extent reasonably determined by MergerCo to be necessary to permit MergerCo to prepare or have prepared the Closing Balance Sheet and to compute the Closing Working Capital as herein provided; provided, however, that MergerCo will conduct any such review in a manner that does not unreasonably interfere with the conduct of the Business by Xxxxxx or any of its affiliates, and (ii) a consolidated balance sheet of the Company take such actions as may be reasonably requested by MergerCo to close, or to assist in closing, as of the close of business on the date day immediately prior to preceding the Closing Date, (iii) a calculation of the "Closing Net Working Capital Amount", which shall equal the Net Working Capital Amount as reflected on the Closing Balance Sheet minus the Target Net Working Capital Amount (including the line item components thereof, together with reasonable back-up information providing the basis for such balance sheet and calculations), (iv) the amount of outstanding Indebtedness outstanding as of the close of business on the date immediately prior to the Closing Date minus any such Indebtedness to be paid at any time prior to the Closing or that will be paid by Seller at the Closing plus any Indebtedness incurred on the Closing Date that remains outstanding immediately after the Closing (the "Closing Indebtedness") which Closing Indebtedness shall include the actual amount of the U.K. Loans and the Esterhazy Loan immediately prior to the Closing, (including the components thereof, together with reasonable back up information); (v) a calculation of the amount of Retention Bonuses that would have been paid by the Acquired Companies to the Employees, in accordance with the terms of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus the amount of the Retention Bonuses that were not rolled-over into the Senior Executive Plan (such sum being referred to as the "Actual Retention Bonuses"), (vi) a statement of the actual amount of the sales bonuses set forth on Section 3.16(a)(iii) of the Seller Disclosure Letter that would have been paid to the Employees in accordance with the terms of such Sales Bonuses had such Sales Bonuses not been "rolled over" into the Senior Executive Plan or that were payable (and not paid by Seller prior to Closing) (the "Actual Sales Bonuses"), (vii) a calculation of the funding level of the U.K. Plan, at Closing, and the Actual U.K. Funding Amount as prepared by the Salt Union Limited's actuary in the U.K. consistent with its prior practice and (viii) a calculation of the Net Interim Period Adjustment Amount (which calculation shall set forth, for the Interim Period and the Offset Period, if any, a calculation of the Interim Period EBITDA generated, a calculation of the Interim Period Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment Amounts). The Closing Balance Sheet, the Interim Period EBITDA, and the Interim Period Capital Expenditures shall be prepared in accordance with GAAP and on a basis consistent with the preparation of the Company Financial Statements (except as specified in the definition of Interim Period EBITDA). In order for Seller to review the Closing Balance Sheet and calculate the Closing Net Working Capital Amount, the Closing Indebtedness, the Net Interim Period Adjustment Amount (and the elements of such calculation) and to review the calculation of the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, the Company will provide to Seller and Seller's accountants prompt and full access to the personnel, accountants and books and accounting records of the Acquired Companies (Business and shall provide copies of the applicable portions of such books otherwise reasonably to cooperate with MergerCo and records as may be reasonably requested), to the extent reasonably related to its representatives in the preparation of the Closing Balance Sheet and the calculation of the Closing Net Working Capital Amount, the Closing Indebtedness, the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, and the Net Interim Period Adjustment Amount (and the elements of such calculation)Sheet.

Closing Balance Sheet. Schedule 2.3 of the Disclosure Schedule sets forth a calculation of the actual cash paid to the Sellers at Closing and the estimated Net Worth Value. As soon promptly as reasonably practicable following after the Closing Date (but in no event more than ninety (90) days after the Closing Date), and in any event within one hundred thirty days (130) days thereafter, Buyer will cause the Company shall Target to prepare and deliver to Seller (i) a the Sellers consolidated balance sheet combined financial statements of the Included Target and its Subsidiaries as of the close of business on the date day immediately prior to preceding the Closing Date (the "Closing Balance SheetCLOSING FINANCIAL STATEMENTS"), (ii) . The Closing Financial Statements shall be accompanied by a consolidated balance sheet certificate of the Company Chief Financial Officer of the Target to the effect that the Closing Financial Statements present fairly, in accordance with GAAP and the accounting practices of the Target and its Subsidiaries applied on a basis consistent with the Financial Statements except with respect to those changes set forth on Schedule 4.10, the financial condition of the Target and its Subsidiaries as of the close of business on the date day immediately prior to preceding the Closing Date, (iii) a calculation of the "Closing Net Working Capital Amount", which shall equal the Net Working Capital Amount as reflected on . The balance sheet contained in the Closing Balance Sheet minus the Target Net Working Capital Amount (including the line item components thereof, together with reasonable back-up information providing the basis for such balance sheet and calculations), (iv) the amount of outstanding Indebtedness outstanding as of the close of business on the date immediately prior to the Closing Date minus any such Indebtedness to Financial Statements shall be paid at any time prior to the Closing or that will be paid by Seller at the Closing plus any Indebtedness incurred on the Closing Date that remains outstanding immediately after the Closing (the "Closing Indebtedness") which Closing Indebtedness shall include the actual amount of the U.K. Loans and the Esterhazy Loan immediately prior to the Closing, (including the components thereof, together with reasonable back up information); (v) a calculation of the amount of Retention Bonuses that would have been paid by the Acquired Companies to the Employees, in accordance with the terms of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus the amount of the Retention Bonuses that were not rolled-over into the Senior Executive Plan (such sum being referred to herein as the "Actual Retention Bonuses"), (vi) a statement of the actual amount of the sales bonuses set forth on Section 3.16(a)(iii) of the Seller Disclosure Letter that would have been paid to the Employees in accordance with the terms of such Sales Bonuses had such Sales Bonuses not been "rolled overCLOSING BALANCE SHEET." into the Senior Executive Plan or that were payable (and not paid by Seller prior to Closing) (the "Actual Sales Bonuses"), (vii) a calculation of the funding level of the U.K. Plan, at Closing, and the Actual U.K. Funding Amount as prepared by the Salt Union Limited's actuary in the U.K. consistent with its prior practice and (viii) a calculation of the Net Interim Period Adjustment Amount (which calculation shall set forth, for the Interim Period and the Offset Period, if any, a calculation of the Interim Period EBITDA generated, a calculation of the Interim Period Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment Amounts). The Closing Balance Sheet, the Interim Period EBITDA, and the Interim Period Capital Expenditures shall Financial Statements will be prepared in accordance with GAAP and GAAP, applied on a basis consistent with the preparation of the Company 1995 Year End Financial Statements (Statements, except with respect to certain agreed changes in accounting policies as specified set forth in the definition of Interim Period EBITDA)Schedule 4.10 attached hereto and incorporated herein by this reference. In order for Seller to review the The Closing Balance Sheet and calculate the Closing Net Working Capital Amountshall be accompanied by reasonably detailed schedules, the Closing Indebtedness, the Net Interim Period Adjustment Amount (and the elements of such calculation) and to review the including a calculation of the Actual Retention Bonuses, Net Worth Value. The Sellers and a firm of independent public accountants designated by the Actual Sales Bonuses and Sellers (the Actual U.K. Funding Amount, the Company "SELLERS' ACCOUNTANT") will provide be entitled to Seller and Seller's accountants prompt and full reasonable access during normal business hours to the personnel, accountants relevant records and books and records working papers of the Acquired Companies (Target and shall provide copies of the applicable portions of such books and records as may be reasonably requested), its Subsidiaries to the extent reasonably related to the preparation aid in their review of the Closing Balance Sheet Financial Statements. The Closing Financial Statements shall be deemed to be accepted by the Sellers and shall be conclusive for the purposes of the adjustment described in Sections 2.3(b) and 2.3(c) hereof except to the extent, if any, that the Sellers or the Sellers' Accountant shall have delivered, within thirty (30) days after the date on which the Closing Financial Statements are delivered to the Sellers, a written notice to Buyer stating each and every item to which the Sellers take exception, specifying in reasonable detail the nature and extent of any such exception (it being understood that any amounts not disputed as provided herein shall be paid promptly). If a change proposed by the Sellers is disputed by Buyer, then Buyer and the calculation Sellers shall negotiate in good faith to resolve such dispute. If, after a period of twenty (20) days following the date on which the Sellers give Buyer notice of any such proposed change, any such proposed change still remains disputed, then Buyer and the Sellers hereby agree that Ernst & Young, LLP (the "ACCOUNTING FIRM") shall resolve any remaining disputes. The Accounting Firm shall act as an arbitrator to determine, based solely on presentations by the Sellers and Buyer, and not by independent review, only those issues still in dispute. The decision of the Closing Net Working Capital AmountAccounting Firm shall be final and binding and shall be in accordance with the provisions of this Section 2.3(a). The fees and expenses of the Accounting Firm, the Closing Indebtednessif any, the Actual Retention Bonuses, the Actual Sales Bonuses shall be paid equally by Buyer and the Actual U.K. Funding AmountStockholder; PROVIDED, HOWEVER, that, if the Accounting Firm determines that either party's position is totally correct, then the other party shall pay one hundred percent (100%) of the costs and expenses incurred by the Net Interim Period Adjustment Amount (and the elements of Accounting Firm in connection with any such calculation)determination.

Closing Balance Sheet. As soon as reasonably practicable after the Closing Date, but in any event within 45 calendar days following the Closing Date, and in any event within one hundred thirty days (130) days thereafter, the Company Buyer shall prepare and deliver to Seller (i) a consolidated balance sheet of the Included Subsidiaries as of the close of business on the date immediately prior to the Closing Date (the "Closing Balance Sheet"), (ii) a consolidated balance sheet of the Company as of the close of business on the date immediately prior to the Closing Date, (iii) a calculation of the "Closing Net Working Capital Amount", which shall equal the Net Working Capital Amount as reflected on the Closing Balance Sheet minus the Target Net Working Capital Amount (including the line item components thereof, together with reasonable back-up information providing the basis for such balance sheet and calculations), (iv) the amount of outstanding Indebtedness outstanding as of the close of business on the date immediately prior to the Closing Date minus any such Indebtedness to be paid at any time prior to the Closing or that will be paid by Seller at the Closing plus any Indebtedness incurred on the Closing Date that remains outstanding immediately after the Closing (the "Closing Indebtedness") which Closing Indebtedness shall include the actual amount of the U.K. Loans and the Esterhazy Loan immediately prior to the Closing, (including the components thereof, together with reasonable back up information); (v) a calculation of the amount of Retention Bonuses that would have been paid by the Acquired Companies to the Employees, in accordance with the terms of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus the amount of the Retention Bonuses that were not rolled-over into the Senior Executive Plan (such sum being referred to as the "Actual Retention Bonuses"), (vi) a statement of the actual amount of the sales bonuses set forth on Section 3.16(a)(iii) of the Seller Disclosure Letter that would have been paid to the Employees in accordance with the terms of such Sales Bonuses had such Sales Bonuses not been "rolled over" into the Senior Executive Plan or that were payable (and not paid by Seller prior to Closing) (the "Actual Sales Bonuses"), (vii) a calculation of the funding level of the U.K. Plan, at Closing, and the Actual U.K. Funding Amount as prepared by the Salt Union Limited's actuary in the U.K. consistent with its prior practice and (viii) a calculation of the Net Interim Period Adjustment Amount (which calculation shall set forth, for the Interim Period and the Offset Period, if any, a calculation of the Interim Period EBITDA generated, a calculation of the Interim Period Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment Amounts)Sellers' Representative. The Closing Balance Sheet, the Interim Period EBITDA, and the Interim Period Capital Expenditures Sheet shall be prepared by the Buyer from the Company's records and reviewed by Arthur Andersen & Co. and shall present fairly the assets and lxxxxxxtxxx xxx financial position and results of operations of the Company at the date thereof in accordance with GAAP and on a basis consistent with GAAP, consistently applied. From the preparation Closing Date until the final determination of the Company Financial Statements (except Closing Balance Sheet, Buyer shall grant Sellers and Sellers' Representative such access to the Coxxxxx xxx xxx employees, books, records and files as specified Sellers may reasonably require to satisfy themselves of the accuracy of the Closing Balance Sheet and its preparation in the definition of Interim Period EBITDA)accordance with this Section 3.7. In order for Seller Sellers may, at their expense, cause their independent public accountants to audit or otherwise review the Closing Balance Sheet and calculate the Closing Net Working Capital Amount, the Closing Indebtedness, the Net Interim Period Adjustment Amount (Sellers and the elements of such calculation) and to review the calculation of the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, the Company will provide to Seller and Seller's their independent public accountants prompt and full shall have access to the personnel, accountants and books and records of work papers used by Buyer in preparing the Acquired Companies (and shall provide copies of the applicable portions of such books and records as may be reasonably requested), to the extent reasonably related to the preparation Closing Balance Sheet. If Sellers' Representative does not notify Buyer within 60 days after receipt of the Closing Balance Sheet and that the calculation of the Closing Net Working Capital AmountSellers object to any item on, or other matter relating to, the Closing IndebtednessBalance Sheet, then Sellers shall be deemed to have accepted the Closing Balance Sheet. If the Sellers' Representative does so object and if Buyer and Sellers are unable, within 30 days after receipt by Buyer of Sellers' Representative's notice of objection, to resolve any disputes regarding the Closing Balance Sheet, Sellers' Representative and Buyer shall each designate a firm of certified public accountants and Buyer and Sellers' Representative, together with such designated firms, shall jointly endeavor to resolve each dispute. If all such disputes are not resolved within 45 days after Buyer's being notified thereof, then the firms designated by Buyer and Sellers' Representative shall jointly select a third firm of nationally recognized certified public accountants, provided that if such firms fail to appoint such a third firm within 60 days after Buyer's receipt of said notification, either party may request the American Arbitration Association in New York City to appoint an independent firm of certified public accountants of recognized national standing. Such third firm shall resolve all remaining disputes and its resolution shall be final and binding on the parties and enforceable in a court of law. Each party shall be responsible for the fees and expenses of the firm it designated. The fees and expenses of the third firm, if required hereunder, shall be apportioned between the parties to reflect the relative differences between the position asserted by each party with respect to each dispute referred to such third firm and the resolution reached by such third firm, with the party that is further from such resolution bearing a proportionately greater share of such fees and expenses. If there is more than one such dispute, the Actual Retention Bonuses, the Actual Sales Bonuses fees and the Actual U.K. Funding Amount, and the Net Interim Period Adjustment Amount (and the elements expenses of such calculation)third firm shall be allocated in proportion to their respective amounts.

Closing Balance Sheet. As soon as reasonably practicable following Within thirty (30) days after the Closing Date, and in any event within one hundred thirty days (130) days thereafter, the Company Sellers shall prepare and deliver present to Seller (i) Buyer a consolidated balance sheet of the Included Subsidiaries as of the close of business on the date immediately prior to the Closing Date July 31, 2006 (the "Proposed Closing Balance Sheet"), (ii) a consolidated balance sheet of the Company as of the close of business on the date immediately prior to the Closing Date, (iii) a calculation of the "Closing Net Working Capital Amount", which shall equal the Net Working Capital Amount as reflected on the Proposed Closing Balance Sheet minus the Target Net Working Capital Amount (including the line item components thereof, together with reasonable back-up information providing the basis for such balance sheet and calculations), (iv) the amount of outstanding Indebtedness outstanding as of the close of business on the date immediately prior to the Closing Date minus any such Indebtedness to be paid at any time prior to the Closing or that will be paid by Seller at the Closing plus any Indebtedness incurred on the Closing Date that remains outstanding immediately after the Closing (the "Closing Indebtedness") which Closing Indebtedness shall include the actual amount of the U.K. Loans and the Esterhazy Loan immediately prior to the Closing, (including the components thereof, together with reasonable back up information); (v) a calculation of the amount of Retention Bonuses that would have been paid by the Acquired Companies to the Employees, in accordance with the terms of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus the amount of the Retention Bonuses that were not rolled-over into the Senior Executive Plan (such sum being referred to as the "Actual Retention Bonuses"), (vi) a statement of the actual amount of the sales bonuses set forth on Section 3.16(a)(iii) of the Seller Disclosure Letter that would have been paid to the Employees in accordance with the terms of such Sales Bonuses had such Sales Bonuses not been "rolled over" into the Senior Executive Plan or that were payable (and not paid by Seller prior to Closing) (the "Actual Sales Bonuses"), (vii) a calculation of the funding level of the U.K. Plan, at Closing, and the Actual U.K. Funding Amount as prepared by the Salt Union Limited's actuary in the U.K. consistent with its prior practice and (viii) a calculation of the Net Interim Period Adjustment Amount (which calculation shall set forth, for the Interim Period and the Offset Period, if any, a calculation of the Interim Period EBITDA generated, a calculation of the Interim Period Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment Amounts). The Closing Balance Sheet, the Interim Period EBITDA, and the Interim Period Capital Expenditures shall be prepared so that it presents fairly, in accordance with GAAP and on a basis consistent with the preparation of the Company Financial Statements (except as specified in the definition of Interim Period EBITDA). In order for Seller to review the Closing Balance Sheet and calculate the Closing Net Working Capital Amountall material respects, the Closing Indebtedness, the Net Interim Period Adjustment Amount (and the elements financial position of such calculation) and to review the calculation of the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, the Company will provide to Seller and Seller's accountants prompt and full access to the personnel, accountants and books and records of the Acquired Companies (and shall provide copies of the applicable portions of such books and records QS as may be reasonably requested), to the extent reasonably related to the preparation of the Closing Balance Sheet Date with respect to the Transferred Assets and Assumed Liabilities, in accordance with GAAP and, to the calculation extent not inconsistent with GAAP, past practice of QS. The Proposed Closing Balance Sheet shall be binding upon the parties to this Agreement on the thirtieth (30th) day after Buyer’s receipt of the Proposed Closing Net Working Capital Amount, Balance Sheet unless (i) Buyer gives written notice of agreement with the Proposed Closing Indebtedness, Balance Sheet to Sellers prior to such date (in which event the Actual Retention Bonuses, Proposed Closing Balance Sheet shall be binding upon the Actual Sales Bonuses and parties as of the Actual U.K. Funding Amount, and the Net Interim Period Adjustment Amount (and the elements date of Sellers receipt of such calculation)notice) or (ii) Buyer gives written notice of disagreement with any of the values or amounts contained therein to Sellers prior to such date, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Sellers mutually agree upon the Proposed Closing Balance Sheet after Sellers’ receipt of a notice of disagreement from Buyer, such agreement shall be binding upon the parties to this Agreement. Buyer and Sellers shall use best efforts to resolve any disagreements concerning the Proposed Closing Balance Sheet.

Closing Balance Sheet. (a) As soon promptly as reasonably practicable following practicable, but no later than 60 days after the Closing Date, Sellers will cause to be prepared and in any event within one hundred thirty days delivered to Buyer the Closing Balance Sheet and a certificate based on such Closing Balance Sheet setting forth Sellers' calculation of Closing Stockholder's Equity. The Closing Balance Sheet (130the "CLOSING BALANCE SHEET") days thereafter, shall (x) fairly present the Company shall prepare and deliver to Seller (i) a consolidated balance sheet pro forma combined financial position of the Included Subsidiaries RJRI Group as of at the close of business on the date immediately prior Closing Date in accordance with the Special Purpose Accounting Basis and assumptions, adjustments and accounting policies and practices otherwise consistent with those used in preparing the Pro Forma Balance Sheet (as defined in Section 3.08) and (y) include line items consistent with those in the Pro Forma Balance Sheet. "CLOSING STOCKHOLDER'S EQUITY" means the combined stockholder's equity of the RJRI Group as shown on the Closing Balance Sheet, including the effect of the cancellation of intercompany accounts pursuant to Section 7.04 but excluding (A) the effect (including the tax effect) of any act, event or transaction occurring on or after the Closing Date and not in the ordinary course of the operation of the Business, (B) any accounting for deferred income tax assets or liabilities, (C) any write up or write down of assets (other than current assets) from their historic depreciated or amortized carrying cost to reflect any higher or lower market value and (D) any reserves established on or after the Closing Date for any contingent liabilities that are reflected in the Disclosure Letter or that were otherwise previously disclosed to Buyer. The parties acknowledge and agree that the Purchase Price takes into account the stockholders' equity reflected on the RJRI Pro Forma Balance Sheet and that the sole adjustment contemplated by Section 2.05 is to reflect the change in stockholders' equity of the RJRI Companies solely as a result of operations of the Business from the Balance Sheet Date to the Closing Date (inclusive of all transactions and all changes in facts and circumstances actually occurring between the "Closing Balance Sheet"), (ii) a consolidated balance sheet of the Company as of the close of business on the date immediately prior to the Closing Date, (iii) a calculation of the "Closing Net Working Capital Amount", which shall equal the Net Working Capital Amount as reflected on the Closing Balance Sheet minus the Target Net Working Capital Amount (including the line item components thereof, together with reasonable back-up information providing the basis for such balance sheet and calculations), (iv) the amount of outstanding Indebtedness outstanding as of the close of business on the date immediately prior to the Closing Date minus any such Indebtedness to be paid at any time prior to the Closing or that will be paid by Seller at the Closing plus any Indebtedness incurred on the Closing Date that remains outstanding immediately after the Closing (the "Closing Indebtedness") which Closing Indebtedness shall include the actual amount of the U.K. Loans and the Esterhazy Loan immediately prior to the Closing, (including the components thereof, together with reasonable back up information); (v) a calculation of the amount of Retention Bonuses that would have been paid by the Acquired Companies to the Employees, in accordance with the terms of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus the amount of the Retention Bonuses that were not rolled-over into the Senior Executive Plan (such sum being referred to as the "Actual Retention Bonuses"), (vi) a statement of the actual amount of the sales bonuses set forth on Section 3.16(a)(iii) of the Seller Disclosure Letter that would have been paid to the Employees in accordance with the terms of such Sales Bonuses had such Sales Bonuses not been "rolled over" into the Senior Executive Plan or that were payable (and not paid by Seller prior to Closing) (the "Actual Sales Bonuses"), (vii) a calculation of the funding level of the U.K. Plan, at Closing, and the Actual U.K. Funding Amount as prepared by the Salt Union Limited's actuary in the U.K. consistent with its prior practice and (viii) a calculation of the Net Interim Period Adjustment Amount (which calculation shall set forth, for the Interim Period and the Offset Period, if any, a calculation of the Interim Period EBITDA generated, a calculation of the Interim Period Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment Amounts). The Closing Balance Sheet, the Interim Period EBITDA, and the Interim Period Capital Expenditures shall be prepared in accordance with GAAP and on a basis consistent with the preparation of the Company Financial Statements (except as specified in the definition of Interim Period EBITDA). In order for Seller to review the Closing Balance Sheet and calculate the Closing Net Working Capital Amount, the Closing Indebtedness, the Net Interim Period Adjustment Amount (and the elements of such calculation) and to review the calculation of the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, the Company will provide to Seller and Seller's accountants prompt and full access to the personnel, accountants and books and records of the Acquired Companies (and shall provide copies of the applicable portions of such books and records as may be reasonably requested), to the extent reasonably related to the preparation of the Closing Balance Sheet and the calculation of the Closing Net Working Capital Amount, the Closing Indebtedness, the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, and the Net Interim Period Adjustment Amount (and the elements of such calculation)two dates.

Closing Balance Sheet. As soon as reasonably practicable following the Closing Date(a) On or about September 30, and in any event within one hundred thirty days (130) days thereafter2013, the Company shall prepare Buyer will cause to be prepared and deliver to Seller (i) the VIE1 Closing Balance Sheet and (ii) the VIE2 Closing Balance Sheet, and (iii) a certificate setting forth Buyer’s calculation of VIE1 Closing Shareholder’s Equity and VIE2 Closing Shareholder’s Equity. The “VIE1 Closing Balance Sheet” shall be the unaudited consolidated balance sheet of the Included Subsidiaries VIE1 as of at the close of business on the date immediately prior Closing Date prepared in accordance with U.S. GAAP with the following adjustments: to the extent any transactions or adjustments included in the VIE1 Pro Forma Balance Sheet are not completed by the Closing Date (or otherwise included in the "VIE1 Closing Balance Sheet"), (ii) a consolidated pro forma adjustments shall be made on the same basis as in the VIE1 Pro Forma Balance Sheet as if such transactions were effective at the Closing Date. The “VIE2 Closing Balance Sheet” shall be the unaudited balance sheet of the Company VIE2 as of at the close of business on the date immediately prior Closing Date prepared in accordance with U.S. GAAP with the following adjustments: to the extent any transactions or adjustments included in the VIE2 Pro Forma Balance Sheet are not completed by the Closing Date or otherwise included in the VIE2 Closing Balance Sheet, pro forma adjustments shall be made on the same basis as in the VIE2 Pro Forma Balance Sheet as if such transactions were effective at the Closing Date. “VIE1 Closing Shareholder’s Equity” means the shareholder’s equity as shown on the VIE1 Closing Balance Sheet, (iii) a calculation and “VIE2 Closing Shareholder’s Equity” means the shareholder’s equity as shown on the VIE2 Closing Balance Sheet. If in connection with the preparation of the "Closing Net Working Capital Amount", which shall equal the Net Working Capital Amount as reflected on the Closing Balance Sheet minus the Target Net Working Capital Amount (including the line item components thereof, together with reasonable back-up information providing the basis for such balance sheet and calculations), (iv) the amount of outstanding Indebtedness outstanding as of the close of business on the date immediately prior to the Closing Date minus any such Indebtedness to be paid at any time prior to the Closing or that will be paid by Seller at the Closing plus any Indebtedness incurred on the Closing Date that remains outstanding immediately after the Closing (the "Closing Indebtedness") which Closing Indebtedness shall include the actual amount of the U.K. Loans and the Esterhazy Loan immediately prior to the Closing, (including the components thereof, together with reasonable back up information); (v) a calculation of the amount of Retention Bonuses that would have been paid by the Acquired Companies to the Employees, in accordance with the terms of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus the amount of the Retention Bonuses that were not rolled-over into the Senior Executive Plan (such sum being referred to as the "Actual Retention Bonuses"), (vi) a statement of the actual amount of the sales bonuses set forth on Section 3.16(a)(iii) of the Seller Disclosure Letter that would have been paid to the Employees in accordance with the terms of such Sales Bonuses had such Sales Bonuses not been "rolled over" into the Senior Executive Plan or that were payable (and not paid by Seller prior to Closing) (the "Actual Sales Bonuses"), (vii) a calculation of the funding level of the U.K. Plan, at Closing, and the Actual U.K. Funding Amount as prepared by the Salt Union Limited's actuary in the U.K. consistent with its prior practice and (viii) a calculation of the Net Interim Period Adjustment Amount (which calculation shall set forth, for the Interim Period and the Offset Period, if any, a calculation of the Interim Period EBITDA generated, a calculation of the Interim Period Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment Amounts). The VIE1 Closing Balance Sheet, the Interim Period EBITDA, and the Interim Period Capital Expenditures shall be prepared in accordance with GAAP and on a basis consistent with the preparation of the Company Financial Statements (except as specified in the definition of Interim Period EBITDA). In order for Seller to review the VIE2 Closing Balance Sheet and calculate the Closing Net Working Capital Amount, the Closing Indebtedness, the Net Interim Period Adjustment Amount (and the elements of such calculation) and to review or the calculation of VIE1 Closing Shareholder’s Equity or VIE2 Closing Pro Shareholder’s Equity, any errors or omissions are discovered with respect to any item that affects the Actual Retention Bonusesvalue of assets or liabilities as shown on the Pro Forma Balance Sheets, then the Pro Forma Balance Sheets, the Actual Sales Bonuses and the Actual U.K. Funding AmountVIE1 Closing Balance Sheet, the Company will provide to Seller and Seller's accountants prompt and full access to the personnel, accountants and books and records of the Acquired Companies (and shall provide copies of the applicable portions of such books and records as may be reasonably requested), to the extent reasonably related to the preparation of the VIE2 Closing Balance Sheet and the calculation Base Shareholder’s Equity shall be appropriately adjusted to correct for the effect of such errors or omissions so that the Closing Balance Sheet reflects only the passage of time and taking of actions with respect to any such item. All of the Closing Net Working Capital Amount, adjustments to be made in the Closing Indebtedness, the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, and the Net Interim Period Adjustment Amount (and the elements of such calculation)preceding sentence shall be made in accordance with U.S. GAAP applied on a consistent basis.

Closing Balance Sheet. As soon as reasonably practicable following the Closing Date, and in any event within one hundred thirty days (130) 30 days thereafter, the Company Seller shall prepare and deliver to Seller the Buyer (i) a consolidated the unaudited balance sheet of the Included Subsidiaries PFI Business as of the close of business on the date immediately prior to the Closing Date (the "Closing Balance Sheet”) as prepared by Xxxxx Xxxxxxxx LLP ("Seller’s Accountants”), together with the reports and work papers of Seller’s Accountants, and (ii) a consolidated balance sheet calculation of (A) the Company sum of accounts receivable and inventory less (B) accounts payable (such calculation, "Net Working Capital”) as of the close of business reflected on the date immediately prior to the Closing Date, Balance Sheet (iii) a calculation of the "Closing Net Working Capital Amount", which shall equal the Net Working Capital Amount as reflected on the Closing Balance Sheet minus the Target Net Working Capital Amount ”) (including the line item components thereof, together with reasonable back-up information providing the basis for such balance sheet and calculationscalculation), (iv) the amount of outstanding Indebtedness outstanding . Except as of the close of business on the date immediately prior to the Closing Date minus any such Indebtedness to be paid at any time prior to the Closing or that will be paid by Seller at the Closing plus any Indebtedness incurred on the Closing Date that remains outstanding immediately after the Closing (the "Closing Indebtedness") which Closing Indebtedness shall include the actual amount of the U.K. Loans and the Esterhazy Loan immediately prior to the Closing, (including the components thereof, together with reasonable back up information); (v) a calculation of the amount of Retention Bonuses that would have been paid by the Acquired Companies to the Employees, in accordance with the terms of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus the amount of the Retention Bonuses that were not rolled-over into the Senior Executive Plan (such sum being referred to as the "Actual Retention Bonuses"), (vi) a statement of the actual amount of the sales bonuses set forth on in Section 3.16(a)(iii2.5(a) of to the Seller Disclosure Letter that would have been paid to Schedule, the Employees in accordance with Closing Balance Sheet and the terms of such Sales Bonuses had such Sales Bonuses not been "rolled over" into the Senior Executive Plan or that were payable (and not paid by Seller prior to Closing) (the "Actual Sales Bonuses"), (vii) a calculation of the funding level of the U.K. Plan, at Closing, and the Actual U.K. Funding Amount as prepared by the Salt Union Limited's actuary in the U.K. consistent with its prior practice and (viii) a calculation of the Net Interim Period Adjustment Amount (which calculation shall set forth, for the Interim Period and the Offset Period, if any, a calculation of the Interim Period EBITDA generated, a calculation of the Interim Period Working Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment Amounts). The Closing Balance Sheet, the Interim Period EBITDA, and the Interim Period Capital Expenditures shall be prepared in accordance with GAAP generally accepted accounting principles and practices of the United States in effect from time to time ("GAAP”), and on a basis consistent with the preparation of the Company Financial Statements (except and with the calculations used to determine the Target Net Working Capital, including appropriate closing adjustments as specified in if the definition of Interim Period EBITDA)Closing were at a fiscal year end. In order for the Seller to review prepare the Closing Balance Sheet and calculate the Closing Net Working Capital AmountSheet, the Closing Indebtedness, the Net Interim Period Adjustment Amount (and the elements of such calculation) and to review the calculation of the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, the Company Buyer will provide to the Seller and the Seller's accountants ’s employees, Seller’s Accountant and other advisors prompt and full on-site access as shall be reasonable under the circumstances to the personnelpersonnel and books, accountants records, work papers and books and records all other supporting accounting documents of the Acquired Companies PFI Business (and shall provide copies of the applicable portions of such books books, records, work papers and records other supporting accounting documents as may be reasonably requested), to the extent reasonably related to the preparation of the Closing Balance Sheet and the calculation of the Closing Net Working Capital Amount. The Seller shall also give the Buyer and its representatives, including Ernst & Young ("Buyer’s Accountant”), access to all work papers and all other supporting accounting documents of the PFI Business related to the preparation of the Closing Balance Sheet. In addition, the Buyer and its representatives, including Buyer’s Accountant, shall be entitled to ask questions, receive answers and request such other data and information from the Seller and Seller’s Accountant as shall be reasonable under the circumstances. The Seller shall also cause Seller’s Accountant to provide to Buyer’s Accountant access to work papers prepared pursuant to the audit of the Closing Indebtedness, the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, and the Net Interim Period Adjustment Amount (and the elements of such calculation)Balance Sheet.

Closing Balance Sheet. As soon as reasonably practicable following Within 10 days after the Closing Date, and in any event within one hundred thirty days (130) days thereafter, the Company Seller shall prepare and deliver to Seller (i) Buyer a consolidated balance sheet Closing Balance Sheet of the Included Subsidiaries Adjusted Assets/Liabilities of Seller as of the Closing Date. The Closing Balance shall be prepared in a manner consistent with the preparation of the Opening Balance Sheet. For purposes of the Closing Balance Sheet, all account determinations shall be made as of the close of business on the date immediately prior Closing Date. For up to 10 days after the receipt of the Closing Balance Sheet, Buyer may review and provide its comments or objections to the Closing Balance Sheet. Within 5 days after the end of such 10 day period, Seller shall issue the final Closing Balance Sheet. Attached to and made a part of the Closing Balance Sheet shall be a report (1) containing sufficient detail for the determination of and setting forth the amount of the Book Value of the Adjusted Assets/Liabilities Assets as of the Closing Date (the "Closing Balance SheetBook Value")) and (2) setting forth the "ADJUSTMENTS", for the accounts of the Inventory, Accounts Receivable and Assumed Liabilities which shall be equal to the difference of (i) the Closing Book Value of the Inventory account, Accounts Receivable account and the Assumed Liability account, minus (ii) a consolidated balance sheet of $749,000 for the Company as of Inventory account $540,000 for the close of business on Accounts Receivable account; and $288,000 for the date immediately prior to the Closing Date, (iii) a calculation of the "Closing Net Working Capital Amount"Assumed Liabilities account, which the parties agree are the Opening Book Values for each such account of these Adjusted Assets/Liabilities. If the Adjustment Amount is positive, it shall equal the Net Working Capital Amount as reflected on the Closing Balance Sheet minus the Target Net Working Capital Amount (including the line item components thereof, together with reasonable back-up information providing the basis for such balance sheet and calculations), (iv) the amount of outstanding Indebtedness outstanding as of the close of business on the date immediately prior to the Closing Date minus any such Indebtedness to be paid at any time prior by Buyer to Seller. If the Closing or that will Adjustment Amount is negative, it shall be paid by Seller at the Closing plus any Indebtedness incurred on the Closing Date that remains outstanding immediately after the Closing (the "Closing Indebtedness") which Closing Indebtedness shall include the actual amount of the U.K. Loans and the Esterhazy Loan immediately prior to the Closing, (including the components thereof, together with reasonable back up information); (v) a calculation of the amount of Retention Bonuses that would have been paid by the Acquired Companies to the Employees, in accordance with the terms of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus the amount of the Retention Bonuses that were not rolled-over into the Senior Executive Plan (such sum being referred to as the "Actual Retention Bonuses"), (vi) a statement of the actual amount of the sales bonuses set forth on Section 3.16(a)(iii) of the Seller Disclosure Letter that would have been paid to the Employees in accordance with the terms of such Sales Bonuses had such Sales Bonuses not been "rolled over" into the Senior Executive Plan or that were payable (and not paid by Seller prior to Closing) (the "Actual Sales Bonuses"), (vii) a calculation of the funding level of the U.K. Plan, at Closing, and the Actual U.K. Funding Amount as prepared by the Salt Union Limited's actuary in the U.K. consistent with its prior practice and (viii) a calculation of the Net Interim Period Adjustment Amount (which calculation shall set forth, for the Interim Period and the Offset Period, if any, a calculation of the Interim Period EBITDA generated, a calculation of the Interim Period Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment Amounts). The Closing Balance Sheet, the Interim Period EBITDA, and the Interim Period Capital Expenditures shall be prepared in accordance with GAAP and on a basis consistent with the preparation of the Company Financial Statements (except as specified in the definition of Interim Period EBITDA). In order for Seller to review the Closing Balance Sheet and calculate the Closing Net Working Capital Amount, the Closing Indebtedness, the Net Interim Period Adjustment Amount (and the elements of such calculation) and to review the calculation of the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, the Company will provide to Seller and Seller's accountants prompt and full access to the personnel, accountants and books and records of the Acquired Companies (and shall provide copies of the applicable portions of such books and records as may be reasonably requested), to the extent reasonably related to the preparation of the Closing Balance Sheet and the calculation of the Closing Net Working Capital Amount, the Closing Indebtedness, the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, and the Net Interim Period Adjustment Amount (and the elements of such calculation)Buyer.

Closing Balance Sheet. As soon as reasonably practicable following Within 120 days after the Closing Date, and in any event within one hundred thirty days (130) days thereafter, the Company shall Parent will prepare and deliver to Seller (i) a consolidated balance sheet of the Included Subsidiaries as of the close of business on the date immediately prior present to the Closing Date (the "Closing Balance Sheet"), (ii) Shareholders' Agent a consolidated proposed balance sheet of the Company as of the close of business on Closing Date (the date immediately prior to "Proposed Closing Balance Sheet"), together with the Closing Date, (iii) a calculation of the "Closing Net Working Capital Amount", which shall equal the Net Working Capital Amount as reflected on of the Closing Balance Sheet minus the Target Net Working Capital Amount (including the line item components thereof, together with reasonable back-up information providing the basis for such balance sheet and calculations), (iv) the amount of outstanding Indebtedness outstanding Company as of the close of business on the date immediately prior to the Closing Date minus any such Indebtedness to be paid at any time prior to the Closing or that will be paid by Seller at the Closing plus any Indebtedness incurred on the Closing Date that remains outstanding immediately after the Closing (the "Closing IndebtednessCalculation") which Closing Indebtedness shall include the actual amount of the U.K. Loans and the Esterhazy Loan immediately prior to the Closing, (including the components thereof, together with reasonable back up information); (v) a calculation of the amount of Retention Bonuses that would have been paid by the Acquired Companies to the Employees, in accordance with the terms of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus the amount of the Retention Bonuses that were not rolled-over into the Senior Executive Plan (such sum being referred to as the "Actual Retention Bonuses"), (vi) a statement of the actual amount of the sales bonuses set forth on Section 3.16(a)(iii) of the Seller Disclosure Letter that would have been paid to the Employees in accordance with the terms of such Sales Bonuses had such Sales Bonuses not been "rolled over" into the Senior Executive Plan or that were payable (and not paid by Seller prior to Closing) (the "Actual Sales Bonuses"), (vii) a calculation of the funding level of the U.K. Plan, at Closing, and the Actual U.K. Funding Amount as prepared by the Salt Union Limited's actuary in the U.K. consistent with its prior practice and (viii) a calculation of the Net Interim Period Adjustment Amount (which calculation shall set forth, for the Interim Period and the Offset Period, if any, a calculation of the Interim Period EBITDA generated, a calculation of the Interim Period Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment Amounts). The Proposed Closing Balance Sheet, the Interim Period EBITDA, and the Interim Period Capital Expenditures Sheet shall be prepared in accordance with GAAP and on a basis shall present fairly the financial position of the Company as of the Closing Date using practices and procedures consistent with those used in the preparation of the Company Financial Statements (Statements, except as specified that no indebtedness for borrowed money shall be included in the definition of Interim Period EBITDA). In order for Seller to review the Closing Balance Sheet and calculate the Closing Net Working Capital Amount, the Closing Indebtedness, the Net Interim Period Adjustment Amount (and the elements of such calculation) and to review the calculation of Net Working Capital. The Shareholders' Agent shall have the Actual Retention Bonuses, right to review Parent's workpapers (the Actual Sales Bonuses and "Workpapers") utilized in preparing the Actual U.K. Funding Amount, the Company will provide to Seller and Seller's accountants prompt and full access to the personnel, accountants and books and records of the Acquired Companies (and shall provide copies of the applicable portions of such books and records as may be reasonably requested), to the extent reasonably related to the preparation of the Proposed Closing Balance Sheet and the calculation Closing Calculation for purposes of verifying the accuracy of the Proposed Closing Net Working Capital AmountBalance Sheet and the Closing Calculation. The Proposed Closing Balance Sheet and the Closing Calculation shall be binding upon the parties to this Agreement unless the Shareholders' Agent gives written notice of disagreement with the Proposed Closing Balance Sheet or the Closing Calculation to Parent within 30 days after its receipt of the Proposed Closing Balance Sheet, specifying the nature and extent of such disagreement in sufficient specificity that Parent is able to investigate and respond to each element of such disagreement. If Parent and the Shareholders' Agent agree upon the Proposed Closing Balance Sheet and/or the Closing Calculation within 15 days after Parent's receipt of such notice from the Shareholders' Agent, such agreement shall be binding upon the parties to this Agreement. If Parent and the Shareholders' Agent are unable to resolve any such disagreement within such period, the disagreement may be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Parent and the Shareholders' Agent (the "Balance Sheet Selected Firm"), and the resolution of the disagreement and the Closing Calculation resulting therefrom shall be final and binding upon the parties hereto for purposes of this Agreement. If Parent and the Shareholders' Agent cannot agree on the Balance Sheet Selected Firm, it shall be a national accounting firm chosen by the independent auditors for Parent. The Closing Balance Sheet as finally determined by the parties or by the Balance Sheet Selected Firm is the "Closing Balance Sheet." Each party shall bear its own costs related to the preparation and investigation of the Proposed Closing Balance Sheet, the Closing IndebtednessBalance Sheet, the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amountany items of disagreement, and the Net Interim Period Adjustment Amount (Closing Calculation. The fees and disbursements of the Balance Sheet Selected Firm shall be shared equally by Parent and the elements of such calculation).Shareholders. 1.8

Closing Balance Sheet. As soon as reasonably practicable following Within sixty (60) days after the Closing Date, and in any event within one hundred thirty days (130) days thereafter, the Company (on behalf of Buyer) shall prepare and deliver to Seller Sellers a statement setting forth (i) a consolidated balance sheet of the Included Subsidiaries as of the close of business on the date immediately prior to Adjusted Closing Net Working Capital and (ii) the Closing Date Net Cash (the "“Closing Balance Sheet"”). For reference and illustration purposes only, (ii) a consolidated balance sheet of the Company dated December 31, 2007 is attached hereto as of the close of business Exhibit 2.5. The Closing Balance Sheet shall become final and binding upon Buyer and Sellers on the date immediately 45th day following delivery thereof, unless Sellers give notice of disagreement with the Closing Balance Sheet (a “Notice of Disagreement”) to Buyer prior to such date. Any Notice of Disagreement shall (i) specify in reasonable detail the Closing Date, nature of any disagreement so asserted and (iiiii) a calculation of the "Closing Net Working Capital Amount", which shall equal the Net Working Capital Amount as reflected only include disagreements based on mathematical errors or based on the Closing Balance Sheet minus not being calculated pursuant to this Section 2.5. If a Notice of Disagreement is received by Buyer in a timely manner, then the Target Net Working Capital Amount Closing Balance Sheet (including as revised in accordance with this sentence) shall become final and binding upon Buyer and Sellers on the line item components thereof, together with reasonable back-up information providing the basis for such balance sheet and calculations), earlier of (ivA) the amount date Buyer and Sellers resolve in writing any differences they have with respect to the matters specified in the Notice of outstanding Indebtedness outstanding as of the close of business on Disagreement and (B) the date immediately prior any disputed matters are finally resolved in writing by the Accounting Firm. During the 30-day period following the delivery of a Notice of Disagreement, Buyer and Sellers shall use their commercially reasonable efforts and seek in good faith to resolve in writing any differences that they may have with respect to the Closing Date minus any matters specified in the Notice of Disagreement. At the end of such Indebtedness 30-day period, Buyer and Sellers shall submit to be paid at any time prior to the Closing or that will be paid by Seller at the Closing plus any Indebtedness incurred on the Closing Date that remains outstanding immediately after the Closing an independent accounting firm (the "Closing Indebtedness"“Accounting Firm”) which Closing Indebtedness shall include the actual amount of the U.K. Loans and the Esterhazy Loan immediately prior to the Closing, (including the components thereof, together with reasonable back up information); (v) a calculation of the amount of Retention Bonuses that would have been paid by the Acquired Companies to the Employeesfor arbitration, in accordance with the terms of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus the amount of the Retention Bonuses that were not rolled-over into the Senior Executive Plan (such sum being referred to as the "Actual Retention Bonuses"), (vi) a statement of the actual amount of the sales bonuses standards set forth on in this Section 3.16(a)(iii) 2.5, only matters that remain in dispute and were properly included in the Notice of the Seller Disclosure Letter that would have been paid to the Employees Disagreement in accordance with this Section 2.5 and any claim of calculation-related errors. The Accounting Firm shall be BDO Xxxxxxx, LLP (which the terms parties represent has not provided services to any of them or their respective subsidiaries during the past three years) or, if such firm is unable or unwilling to act, such other nationally or regionally recognized independent public accounting firm as shall be mutually agreed upon by Buyer and Sellers in writing. Buyer and Sellers shall use their commercially reasonable efforts to cause the Accounting Firm to render a written decision resolving the matters submitted to the Accounting Firm within thirty (30) days of the receipt of such Sales Bonuses had such Sales Bonuses not been "rolled over" into the Senior Executive Plan or that were payable (and not paid by Seller prior to Closing) (the "Actual Sales Bonuses"), (vii) a calculation of the funding level of the U.K. Plan, at Closing, and the Actual U.K. Funding Amount as prepared by the Salt Union Limited's actuary in the U.K. consistent with its prior practice and (viii) a calculation of the Net Interim Period Adjustment Amount (which calculation shall set forth, for the Interim Period and the Offset Period, if any, a calculation of the Interim Period EBITDA generated, a calculation of the Interim Period Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment Amounts)submission. The Closing Balance Sheet, Accounting Firm shall determine the Interim Period EBITDA, and the Interim Period Capital Expenditures shall be prepared in accordance with GAAP and on a basis consistent with the preparation of the Company Financial Statements (except as specified in the definition of Interim Period EBITDA). In order for Seller to review the Closing Balance Sheet and calculate the Adjusted Closing Net Working Capital Amountand Closing Net Cash pursuant to this Section 2.5 in accordance with GAAP; provided, however, that no adjustment shall be made by the Closing Indebtedness, the Net Interim Period Adjustment Amount (Accounting Firm in favor of Sellers with respect to any item that was not included in Majority Owners’ Notice of Disagreement. The Accounting Firm’s decision shall be based solely on written submissions by Buyer and the elements of such calculation) Sellers and to review the calculation of the Actual Retention Bonuses, the Actual Sales Bonuses their respective representatives and the Actual U.K. Funding Amount, the Company will provide to Seller and Seller's accountants prompt and full access by reference to the personnel, accountants terms of this Agreement. Sellers and books and records of the Acquired Companies (and Buyer shall provide copies of the applicable portions of such books and records as may furnish or cause to be reasonably requested), furnished to the extent reasonably Accounting Firm such work papers and other documents and information related to the preparation disputed matters as the Accounting Firm may request and are reasonably available to Sellers, Buyer or their respective agents. The Accounting Firm shall address only those items in dispute and calculation-related errors. Judgment may be entered upon the determination of the Closing Balance Sheet Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. The fees and the calculation expenses of the Closing Net Working Capital Amount, the Closing Indebtedness, the Actual Retention Bonuses, the Actual Sales Bonuses Accounting Firm incurred pursuant to this Section 2.5 shall be borne by Buyer and the Actual U.K. Funding Amount, and the Net Interim Period Adjustment Amount (and the elements of such calculation)Sellers equally.

Closing Balance Sheet. (a) (a) As soon promptly as reasonably practicable following practicable, but no later than 90 days after the Closing Date, Buyer will use reasonable best efforts to cause to be prepared and in any event within one hundred thirty days delivered to US Seller the Closing Balance Sheet, together with a report of PricewaterhouseCoopers LLP (130"PWC") days thereafterthereon, and a certificate based on such Closing Balance Sheet setting forth Buyer's calculation of Closing Net Worth; provided, however, that should PWC be unable or unwilling to provide the Company report described above, Buyer shall prepare promptly engage another independent public accounting firm of national reputation other than KPMG LLP (the "Alternate Firm") to provide such report. PWC or the Alternate Firm, as the case may be, shall hereinafter be referred to as the "Auditor". Buyer shall be responsible for the fees and deliver to Seller (i) a consolidated balance sheet expenses of the Included Subsidiaries as of the close of business on the date immediately prior to the Auditor. The Closing Date Balance Sheet (the "Closing Balance Sheet"), ) shall (iii) a consolidated balance sheet fairly present the combined financial position of the Company Transferred Companies as of at the close of business on the date immediately prior to Closing Date in accordance with United States generally accepted accounting principles in effect on September 30, 2001 ("GAAP") and as used in the Closing Date, (iii) a calculation preparation of the "Closing Net Working Capital Amount", which shall equal the Net Working Capital Amount as reflected on the Closing Preliminary Balance Sheet minus as described and supplemented by the Target Net Working Capital Amount (including the line item components thereof, together with reasonable back-up information providing the basis for such balance sheet and calculations), (iv) the amount of outstanding Indebtedness outstanding as of the close of business on the date immediately prior to the Closing Date minus any such Indebtedness to be paid at any time prior to the Closing or that will be paid by Seller at the Closing plus any Indebtedness incurred on the Closing Date that remains outstanding immediately after the Closing principles set forth in Schedule 2.03 (the "Closing IndebtednessAccounting Principles") which Closing Indebtedness shall include the actual amount of the U.K. Loans and the Esterhazy Loan immediately prior to the Closing, (including the components thereof, together with reasonable back up information); (v) a calculation of the amount of Retention Bonuses that would have been paid by the Acquired Companies to the Employees, in accordance with the terms of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus the amount of the Retention Bonuses that were not rolled-over into the Senior Executive Plan (such sum being referred to as the "Actual Retention Bonuses"), (vi) a statement of the actual amount of the sales bonuses set forth on Section 3.16(a)(iii) of the Seller Disclosure Letter that would have been paid to the Employees in accordance with the terms of such Sales Bonuses had such Sales Bonuses not been "rolled over" into the Senior Executive Plan or that were payable (and not paid by Seller prior to Closing) (the "Actual Sales Bonuses"), (vii) a calculation of the funding level of the U.K. Plan, at Closing, and the Actual U.K. Funding Amount as prepared by the Salt Union Limited's actuary in the U.K. consistent with its prior practice and (viii) a calculation of the Net Interim Period Adjustment Amount (which calculation shall set forth, for the Interim Period and the Offset Period, if any, a calculation of the Interim Period EBITDA generated, a calculation of the Interim Period Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment Amounts). The Closing Balance Sheet, the Interim Period EBITDA, and the Interim Period Capital Expenditures shall be prepared in accordance with GAAP and applied on a basis consistent with those used in the preparation of the Company Financial Statements Preliminary Balance Sheet and Target Balance Sheet, and (except as specified ii) include line items consistent with those in the definition Preliminary Balance Sheet (with the exception of Interim Period EBITDA)the notes and interest payable to affiliates line item) and Target Balance Sheet. In order for Seller to review Additionally the Closing Balance Sheet shall include (A) a reserve for self-insured retentions for general liability, automobile and calculate worker's compensation insurance in an amount equal to $3.6 million (which amount shall be identical to the Closing Net Working Capital Amountamount set forth on the Target Balance Sheet), (B) goodwill (net) in an amount equal to $45.2 million (which amount shall be identical to the Closing Indebtednessamount set forth on the Target Balance Sheet), (C) assets and liabilities relating to pension plans in amounts equal to $0.6 and $12.5 million, respectively (which amounts shall be identical to the Net Interim Period Adjustment Amount (and amounts set forth on the elements of such calculationTarget Balance Sheet) and (D) net assets and liabilities relating to review deferred income taxes equal to $0.0 (which amount shall be identical to the amount set forth on the Target Balance Sheet). The parties acknowledge that the calculation of the Actual Retention Bonuses, the Actual Sales Bonuses Pension Plan Liability for purposes of Section 8.01(d) shall be determined solely in accordance with that Section and the Actual U.K. Funding Amount, the Company will provide to Seller and Seller's accountants prompt and full access to the personnel, accountants and books and records definition of the Acquired Companies (and shall provide copies of the applicable portions of such books and records as may be reasonably requested), to the extent reasonably related to the preparation of the Closing Balance Sheet and the calculation of the Closing Net Working Capital Amount, the Closing Indebtedness, the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, and the Net Interim Period Adjustment Amount (and the elements of such calculation).Pension Plan Liability. "

Closing Balance Sheet. As soon as reasonably practicable following Within sixty (60) days after the Closing Date, Buyer will prepare with the assistance of its independent certified public accountants ("Buyer's Auditors") and in any event within one hundred thirty days (130) days thereafter, present to Shareholders the Company shall prepare and deliver to Seller (i) a consolidated balance sheet of the Included Subsidiaries Tranzparts as of the close of business on the date immediately prior to the Closing Date (the "Proposed Closing Balance Sheet"), (ii) a consolidated balance sheet of together with the Company as of the close of business on the date immediately prior to the Closing Date, (iii) a calculation of the "Closing Net Working Capital Amount", which shall equal the Net Working Capital Amount as reflected on the Closing Balance Sheet minus the Target Net Working Capital Amount (including the line item components thereof, together with reasonable back-up information providing the basis for such balance sheet and calculations), (iv) the amount of outstanding Indebtedness outstanding as of the close of business on the date immediately prior to the Closing Date minus any such Indebtedness to be paid at any time prior to the Closing or that will be paid by Seller at the Closing plus any Indebtedness incurred on the Closing Date that remains outstanding immediately after the Closing Adjusted Shareholders' Equity (the "Closing IndebtednessCalculation") which Closing Indebtedness shall include the actual amount of the U.K. Loans and the Esterhazy Loan immediately prior to the Closing, (including the components thereof, together with reasonable back up information); (v) a calculation of the amount of Retention Bonuses that would have been paid by the Acquired Companies to the Employees, in accordance with the terms of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus the amount of the Retention Bonuses that were not rolled-over into the Senior Executive Plan (such sum being referred to as the "Actual Retention Bonuses"), (vi) a statement of the actual amount of the sales bonuses set forth on Section 3.16(a)(iii) of the Seller Disclosure Letter that would have been paid to the Employees in accordance with the terms of such Sales Bonuses had such Sales Bonuses not been "rolled over" into the Senior Executive Plan or that were payable (and not paid by Seller prior to Closing) (the "Actual Sales Bonuses"), (vii) a calculation of the funding level of the U.K. Plan, at Closing, and the Actual U.K. Funding Amount as prepared by the Salt Union Limited's actuary in the U.K. consistent with its prior practice and (viii) a calculation of the Net Interim Period Adjustment Amount (which calculation shall set forth, for the Interim Period and the Offset Period, if any, a calculation of the Interim Period EBITDA generated, a calculation of the Interim Period Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment Amounts). The Proposed Closing Balance Sheet, Sheet shall present fairly the Interim Period EBITDA, financial position of Tranzparts as of the Closing Date using practices and the Interim Period Capital Expenditures shall be prepared in accordance with GAAP and on a basis procedures consistent with the preparation of the Company Financial Statements (except as specified in Statements. Inventory shall be valued on the definition of Interim Period EBITDA). In order for Seller to review the Closing Balance Sheet and calculate the Closing Net Working Capital Amount, the Closing Indebtedness, the Net Interim Period Adjustment Amount (and the elements of such calculation) and to review the calculation of the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, the Company will provide to Seller and Seller's accountants prompt and full access to the personnel, accountants and books and records of the Acquired Companies (and shall provide copies of the applicable portions of such books and records as may be reasonably requested), to the extent reasonably related to the preparation of the Proposed Closing Balance Sheet and the Closing Balance Sheet in accordance with the procedures outlined on SCHEDULE 2.04. Shareholders and Tranzparts' independent certified public accountants ("Tranzparts' Auditors") shall have the right to review the workpapers of Buyer's Auditors (the "Workpapers") utilized in preparing the Proposed Closing Balance Sheet and calculating the Closing Calculation for purposes of verifying the accuracy of the Proposed Closing Balance Sheet and the Closing Calculation. The Proposed Closing Balance Sheet and the Closing Calculation shall be binding upon the parties to this Agreement unless Shareholders holding a majority of the Shares outstanding immediately prior to Closing give written notice of disagreement with any of said values or amounts to Buyer within fifteen (15) days after their receipt of the Proposed Closing Balance sheet and the Workpapers, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Shareholders holding a majority of the Shares outstanding immediately prior to Closing mutually agree upon the balance sheet and/or the Adjusted Shareholders' Equity of Tranzparts, such agreement shall be binding upon the parties to this Agreement. If Buyer and Shareholders holding a majority of the Shares outstanding immediately prior to Closing are unable to resolve any such disagreement within fifteen (15) days after Buyer's receipt of such notice from Shareholders, the disagreement shall be referred for final determination to Deloitte & Touche LLP or, if such firm is not available, such other independent accounting firm of national reputation selected by the mutual agreement of Buyer and Shareholders (the "Selected Firm"), and the resolution of that disagreement and the calculation of the Total Consideration resulting therefrom shall be final and binding upon the parties hereto for purposes of this Agreement. If Buyer and Shareholders cannot agree on the Selected Firm, it shall be chosen by Buyer's Auditors and Tranzparts' Auditors, by mutual agreement. The Proposed Closing Net Working Capital Amount, Balance Sheet as finally determined is the "Closing Indebtedness, Balance Sheet." The fees and disbursements of Buyer's Auditors incurred in the Actual Retention Bonuses, preparation of the Actual Sales Bonuses Proposed Closing Balance Sheet and the Actual U.K. Funding Amount, audit thereof shall be paid by Buyer. Shareholders shall pay the fees and disbursements of Tranzparts' Auditors in proportion to their ownership of Shares on the Net Interim Period Adjustment Amount (date hereof. The fees and disbursements of the elements Selected Firm shall be paid by Buyer and Shareholders as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such calculation)firm.

Closing Balance Sheet. As soon as reasonably practicable following the Closing Date, and in any event within one hundred thirty days (130) 90 days thereafter, the Company Seller shall prepare and deliver to Seller Purchaser (i) a consolidated the audited balance sheet of the Included Subsidiaries Business (which shall include a physical inventory) as of the close of business on the date immediately prior to the Closing Date (the "Closing Balance Sheet"), together with the audit reports of PricewaterhouseCoopers LLP ("Seller's Accountant"), and (ii) a consolidated balance sheet calculation of net working capital based on the ledger accounts included in such calculation on Exhibit 1.3(a) (which amount shall be (x) decreased by the amount of the Company prepaid insurance retained by Sellers as shown in ledger account number 080-010 and (y) increased by the amount of the close of business Prepaid Ad Expense) including, without duplication, in the calculation thereof all Cure Costs ("Net Working Capital") as reflected on the date immediately prior to the Closing Date, Balance Sheet (iii) a calculation of the "Closing Net Working Capital Amount", which shall equal the Net Working Capital Amount as reflected on the Closing Balance Sheet minus the Target Net Working Capital Amount ) (including the line item components thereof, together with reasonable back-up information providing the basis for such balance sheet and calculationscalculation), (iv) . The Closing Balance Sheet shall include a separate line item reflecting the amount of outstanding Indebtedness outstanding Accrued Vacation as of the close of business on the date immediately prior to the Closing Date minus any such Indebtedness to be paid at any time prior to the Closing or that will be paid by Seller at the Closing plus any Indebtedness incurred on the Closing Date that remains outstanding immediately after the Closing (the "Closing IndebtednessVacation Accrual") which Closing Indebtedness shall include ). The parties acknowledge and agree that the actual amount of Accrued Vacation shall not be reduced by the U.K. Loans Accrued Vacation Reduction, and shall, in all cases, be reflected as a current liability on the Esterhazy Loan immediately prior to Closing Balance Sheet. In addition, the ClosingClosing Balance Sheet shall set forth, (including separate and apart from the components thereof, together with reasonable back up information); (v) a calculation of the amount of Retention Bonuses that would have been paid by Net Working Capital, and, therefore, not included in the Acquired Companies to the Employees, in accordance with the terms calculation of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus Net Working Capital, the amount of the Retention Bonuses that were not rolledpost-over into retirement benefits accrual as of the Senior Executive Plan Closing as such post-retirement benefits accrual is reflected in ledger account number 409 and is attributable to employees and former employees of the Business and determined in the ordinary course of business consistent with past practice in a manner consistent with GAAP (such sum being referred to as defined below) and with past practice (the "Actual Retention BonusesPost-Retirement Benefits Accrual"), (vi) a statement of the actual amount of the sales bonuses . Except as set forth on Section 3.16(a)(iii) of the Seller Disclosure Letter that would have been paid to the Employees in accordance with the terms of such Sales Bonuses had such Sales Bonuses not been "rolled over" into the Senior Executive Plan or that were payable (and not paid by Seller prior to Closing) (the "Actual Sales Bonuses"Exhibit 1.7(a), (vii) a calculation of the funding level of the U.K. Plan, at Closing, and the Actual U.K. Funding Amount as prepared by the Salt Union Limited's actuary in the U.K. consistent with its prior practice and (viii) a calculation of the Net Interim Period Adjustment Amount (which calculation shall set forth, for the Interim Period and the Offset Period, if any, a calculation of the Interim Period EBITDA generated, a calculation of the Interim Period Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment Amounts). The Closing Balance Sheet, the Interim Period EBITDA, and the Interim Period Capital Expenditures Sheet shall be prepared in accordance with GAAP generally accepted accounting principles and practices of the United States in effect from time to time ("GAAP"), and on a basis consistent with the preparation of the Company Financial Statements (as defined in Section 2.5) and Exhibit 1.7(a) and Exhibit 1.3(a), including appropriate closing adjustments as if the Closing were at a fiscal year end (provided that, except as specified set forth on Exhibit 1.7(a), no liabilities or reserves reflected on the Reference Balance Sheet shall be reduced or eliminated except by reason of a payment or credit in the definition ordinary course of Interim Period EBITDAbusiness and consistent with past practice (except for the trade account accrual under ledger account 450-035 which shall be calculated in a manner consistent with GAAP and in the ordinary course of business consistent with past practice). In order for Seller to review prepare the Closing Balance Sheet and calculate the Closing Net Working Capital AmountSheet, the Closing Indebtedness, the Net Interim Period Adjustment Amount (and the elements of such calculation) and to review the calculation of the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, the Company Purchaser will provide to Seller and Seller's accountants employees, Seller's Accountant and other advisors prompt and full on-site access as shall be reasonable under the circumstances to the personnelpersonnel and books, accountants records, work papers and books and records all other supporting accounting documents of the Acquired Companies Business (and shall provide copies of the applicable portions of such books books, records, work papers and records other supporting accounting documents as may be reasonably requested), to the extent reasonably related to the preparation of the Closing Balance Sheet and the calculation of the Closing Net Working Capital Amount, . Purchaser acknowledges that Seller will have primary responsibility for preparation of the Closing IndebtednessBalance Sheet. Seller shall also give Purchaser and its representatives, the Actual Retention Bonusesincluding Arthxx Xxxexxxx XXX ("Purchaser's Accountant"), the Actual Sales Bonuses access to all work papers and the Actual U.K. Funding Amount, and the Net Interim Period Adjustment Amount (and the elements of such calculation).all other supporting

Closing Balance Sheet. As soon as reasonably practicable following (a) Within sixty (60) days after the Closing Date, and in any event within one hundred thirty days (130) days thereafter, the Parent shall cause the Company shall to prepare and deliver to Seller Rxxxx X. Xxxxxx (ithe “Shareholders’ Representative”) a consolidated an unaudited balance sheet of the Included Subsidiaries as of the close of business on the date immediately prior to the Closing Date (the "“Closing Balance Sheet"), (ii”) a consolidated balance sheet of the Company as of the close of business (i) if the Closing is as of the last day of a calendar month, on the date immediately prior to the Closing Date, or (iiiii) if the Closing is as of a calculation date other than the last day of a calendar month, on the last day of the "calendar month immediately preceding the Closing Net Working Capital Amount"Date (the “Closing Balance Sheet Date”), and, if the Closing Date falls on a day that is not the last day of a calendar month, an unaudited statement of income (the “Closing Income Statement”) of the Company for the calendar month in which shall equal the Net Working Capital Amount as reflected on Closing occurred. The Shareholders’ Representative and a single firm of independent public accountants designated by the Shareholders’ Representative (the “Shareholders’ Accountants”) will be entitled to reasonable access during normal business hours to the relevant records and working papers of the Company to aid in their review of the Closing Balance Sheet minus the Target Net Working Capital Amount (including the line item components thereof, together with reasonable back-up information providing the basis Sheet. The Shareholders will be solely responsible for such balance sheet and calculations), (iv) the amount of outstanding Indebtedness outstanding as all costs of the close Shareholders’ Accountants. The Closing Balance Sheet and the Closing Income Statement shall be deemed to be accepted by and shall be conclusive for the purposes of business on the date immediately prior adjustment described in Section 3.2 hereof with respect to the Closing Date minus any such Indebtedness to be paid at any time prior Company except to the Closing or that will be paid by Seller at the Closing plus any Indebtedness incurred on the Closing Date that remains outstanding immediately after the Closing (the "Closing Indebtedness") which Closing Indebtedness shall include the actual amount of the U.K. Loans and the Esterhazy Loan immediately prior to the Closing, (including the components thereof, together with reasonable back up information); (v) a calculation of the amount of Retention Bonuses that would have been paid by the Acquired Companies to the Employees, in accordance with the terms of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus the amount of the Retention Bonuses that were not rolled-over into the Senior Executive Plan (such sum being referred to as the "Actual Retention Bonuses"), (vi) a statement of the actual amount of the sales bonuses set forth on Section 3.16(a)(iii) of the Seller Disclosure Letter that would have been paid to the Employees in accordance with the terms of such Sales Bonuses had such Sales Bonuses not been "rolled over" into the Senior Executive Plan or that were payable (and not paid by Seller prior to Closing) (the "Actual Sales Bonuses"), (vii) a calculation of the funding level of the U.K. Plan, at Closing, and the Actual U.K. Funding Amount as prepared by the Salt Union Limited's actuary in the U.K. consistent with its prior practice and (viii) a calculation of the Net Interim Period Adjustment Amount (which calculation shall set forth, for the Interim Period and the Offset Periodextent, if any, a calculation of that the Interim Period EBITDA generatedShareholders’ Representative shall have delivered, a calculation of within thirty (30) days after the Interim Period Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment Amounts). The Closing Balance Sheet, the Interim Period EBITDA, and the Interim Period Capital Expenditures shall be prepared in accordance with GAAP and date on a basis consistent with the preparation of the Company Financial Statements (except as specified in the definition of Interim Period EBITDA). In order for Seller to review the Closing Balance Sheet and calculate the Closing Net Working Capital Amount, the Closing Indebtedness, the Net Interim Period Adjustment Amount (and the elements of such calculation) and to review the calculation of the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, the Company will provide to Seller and Seller's accountants prompt and full access to the personnel, accountants and books and records of the Acquired Companies (and shall provide copies of the applicable portions of such books and records as may be reasonably requested), to the extent reasonably related to the preparation of which the Closing Balance Sheet and the calculation Closing Income Statement are delivered to the Shareholders’ Representative, a written notice from the Shareholders’ Representative to the Parent stating each and every item to which the Shareholders’ Representative takes exception as not being in accordance with GAAP (as applied by the terms of this Agreement) or otherwise being incorrect, specifying in reasonable detail the nature and extent of any such exception (it being understood that any amounts not disputed shall be deemed accepted). If a change proposed by the Shareholders’ Representative is disputed by the Parent, then the Parent and the Shareholders’ Representative shall negotiate in good faith to resolve such dispute. If, after a period of ten (10) days following the date on which the Shareholders’ Representative gives the Parent notice of any such proposed change, any such proposed change still remains disputed, then Price Waterhouse Coopers L.L.P., or such other independent public accountants mutually agreed upon (the “Accounting Firm”), shall resolve any remaining disputes. The Accounting Firm shall act as an arbitrator to determine, based solely on presentations by the Shareholders’ Representative and Shareholders’ Accountant and the Parent and its accounting firm, and not by independent review, only those issues still in dispute. The Accounting Firm shall assign this engagement to senior level accountants generally familiar with the type of business conducted by the Company and deliver to the Shareholders’ Representative and the Parent, as promptly as practicable, a report setting forth its findings. The decision of the Closing Net Working Capital AmountAccounting Firm shall be final and binding and shall be in accordance with the provisions of this Section 3.1(a). All of the fees and expenses of the Accounting Firm shall be allocated between the Parent, on the Closing Indebtedness, the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amountone hand, and the Net Interim Period Shareholders, on the other hand, by the Accounting Firm based upon the percentage which the portion of the contested amount resolved in favor of the Parent or the Shareholders, as the case may be, bears to the amount actually disputed by such parties. For example, if the Shareholders’ Representative contests $1,000 of the Cash Adjustment Amount determined from the Closing Balance Sheet, and if the Accounting Firm ultimately resolves the dispute in favor of the Shareholders by $600 of the $1,000 amount in dispute, then the costs and expenses of the Accounting Firm will be allocated 60% (i.e., 600/1,000) to the Parent and 40% (i.e., 400/1,000) to the elements of such calculation)Shareholders.

Closing Balance Sheet. As soon as reasonably practicable following Within 30 days after the Closing Date, --------------------- Xxxxxxx X. Xxxxxxx and in any event within one hundred thirty days W. Xxxxxxx Xxxxx (130the "Management Team") days thereafter, the Company shall prepare and deliver to Seller (i) a consolidated Acquiror an unaudited balance sheet of the Included Subsidiaries for MPC as of the close of business on the date immediately prior to the Closing Date (the "Closing Balance Sheet")) prepared in accordance with GAAP, (ii) a consolidated balance sheet excluding treatment of subscriptions receivable, from the Company as books and records of the close of business on the date immediately prior to the Closing DateMPC, (iii) a together with its calculation of the "Net Liabilities and the Settlement Ownership Value based on such Closing Net Working Capital Amount", which shall equal Balance Sheet. Any dispute over the Net Working Capital Amount as reflected on accuracy of the Closing Balance Sheet minus the Target Net Working Capital Amount (including the line item components thereof, together with reasonable back-up information providing the basis for such balance sheet and calculations), (iv) the amount of outstanding Indebtedness outstanding as of the close of business on the date immediately prior to the Closing Date minus any such Indebtedness to be paid at any time prior to the Closing or that will be paid by Seller at the Closing plus any Indebtedness incurred on the Closing Date that remains outstanding immediately after the Closing (the "Closing Indebtedness") which Closing Indebtedness shall include the actual amount of the U.K. Loans and the Esterhazy Loan immediately prior to the Closing, (including the components thereof, together with reasonable back up information); (v) a calculation of the amount of Retention Bonuses that would have been paid by the Acquired Companies to the Employees, in accordance with the terms of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus the amount of the Retention Bonuses that were not rolled-over into the Senior Executive Plan (such sum being referred to as the "Actual Retention Bonuses"), (vi) a statement Settlement Ownership Value must be raised by Acquiror in writing within 40 days of receipt of the actual amount of Closing Balance Sheet from the sales bonuses set forth on Section 3.16(a)(iii) of Management Team or Acquiror shall be deemed to have accepted the Seller Disclosure Letter that would have been paid to the Employees in accordance with the terms of such Sales Bonuses had such Sales Bonuses not been "rolled over" into the Senior Executive Plan or that were payable (and not paid by Seller prior to Closing) (the "Actual Sales Bonuses"), (vii) a calculation of the funding level of the U.K. Plan, at Closing, and the Actual U.K. Funding Amount as prepared by the Salt Union Limited's actuary in the U.K. consistent with its prior practice and (viii) a calculation of the Net Interim Period Adjustment Amount (which calculation shall set forth, for the Interim Period and the Offset Period, if any, a calculation of the Interim Period EBITDA generated, a calculation of the Interim Period Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment Amounts). The Closing Balance Sheet, the Interim Period EBITDA, Net Liabilities and the Interim Period Capital Expenditures shall be prepared in accordance with GAAP and on Settlement Ownership Value derived from such balance sheet. If there is a basis consistent with dispute regarding the preparation of the Company Financial Statements (except as specified in the definition of Interim Period EBITDA). In order for Seller to review the Closing Balance Sheet and calculate the Closing Net Working Capital Amount, the Closing Indebtedness, the Net Interim Period Adjustment Amount (and the elements of such calculation) and to review the calculation of the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, the Company will provide to Seller and Seller's accountants prompt and full access to the personnel, accountants and books and records of the Acquired Companies (and shall provide copies of the applicable portions of such books and records as may be reasonably requested), to the extent reasonably related to the preparation accuracy of the Closing Balance Sheet or the amount of the Net Liabilities or the Settlement Ownership Value which cannot be resolved by good faith negotiations between the parties within 20 days after the Management Team's receipt of the written notice of dispute, such dispute shall be submitted to a single arbitrator with knowledge of accountancy and employed by the Chicago office of a mutually agreeable "Big Five" accounting firm (the "Adjustment Arbitrator") who shall be instructed to make a final, binding determination of the Settlement Ownership Value within 30 days of being appointed. The Adjustment Arbitrator shall calculate the amount of the Net Liabilities and the calculation Settlement Ownership Value in a manner consistent with the provisions of this Agreement and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The Members collectively, on the one hand, and Acquiror and Papa John's collectively, on the other, shall bear their own fees and expenses in connection with such arbitration and shall bear 50% of the fees and expenses of the Adjustment Arbitrator. The determination of the Adjustment Arbitrator regarding the Closing Net Working Capital AmountBalance Sheet, the Closing Indebtedness, the Actual Retention Bonuses, the Actual Sales Bonuses Net Liabilities and the Actual U.K. Funding Amount, Settlement Ownership Value shall be final and binding on all parties and judgment to enforce such determination may be entered in any court having proper jurisdiction over the Net Interim Period Adjustment Amount (and the elements of such calculation)party obligated to pay hereunder.

Closing Balance Sheet. As soon as reasonably practicable following the Closing Date, and in any event within one hundred thirty days (130) days thereafter, the Company The Buyer shall prepare and deliver cause Deloitte & Touche (the "Buyer's Accountants") to Seller (i) audit a consolidated balance sheet determination of the Included Subsidiaries consolidated Net Asset Value of Sellers as of the close of business on the date immediately prior to the Closing Date (the "Closing Balance Sheet"), (ii) a consolidated balance sheet . For purposes of measuring the carrying value of any element of the Company as of the close of business on the date immediately prior to the Closing Date, (iii) a calculation of the "Closing Net Working Capital Amount", which shall equal the Net Working Capital Amount as reflected on the Closing Balance Sheet minus the Target Net Working Capital Amount (including the line item components thereof, together with reasonable back-up information providing the basis for such balance sheet and calculations), (iv) the amount of outstanding Indebtedness outstanding as of the close of business on the date immediately prior to the Closing Date minus any such Indebtedness to be paid at any time prior to the Closing or that will be paid by Seller at the Closing plus any Indebtedness incurred on the Closing Date that remains outstanding immediately after the Closing (the "Closing Indebtedness") which Closing Indebtedness shall include the actual amount of the U.K. Loans and the Esterhazy Loan immediately prior to the Closing, (including the components thereof, together with reasonable back up information); (v) a calculation of the amount of Retention Bonuses that would have been paid by the Acquired Companies to the Employees, in accordance with the terms of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus the amount of the Retention Bonuses that were not rolled-over into the Senior Executive Plan (such sum being referred to as the "Actual Retention Bonuses"), (vi) a statement of the actual amount of the sales bonuses set forth on Section 3.16(a)(iii) of the Seller Disclosure Letter that would have been paid to the Employees in accordance with the terms of such Sales Bonuses had such Sales Bonuses not been "rolled over" into the Senior Executive Plan or that were payable (and not paid by Seller prior to Closing) (the "Actual Sales Bonuses"), (vii) a calculation of the funding level of the U.K. Plan, at Closing, and the Actual U.K. Funding Amount as prepared by the Salt Union Limited's actuary in the U.K. consistent with its prior practice and (viii) a calculation of the Net Interim Period Adjustment Amount (which calculation shall set forth, for the Interim Period and the Offset Period, if any, a calculation of the Interim Period EBITDA generated, a calculation of the Interim Period Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment Amounts). The Closing Balance Sheet, the Interim Period EBITDA, assets and liabilities referred to above will be presented as though the Interim Period Capital Expenditures shall be prepared transactions contemplated herein had not occurred and in accordance with generally accepted accounting principles consistently applied ("GAAP"). To the extent applicable to GAAP, Sellers' accounting policies shall be used in applying GAAP and on for this purpose. The Closing Balance Sheet shall be examined by a basis consistent with firm of independent certified public accountants selected by the preparation of Sellers (the Company Financial Statements (except as specified in the definition of Interim Period EBITDA"Sellers' Accountants"). In order for Seller to review the Closing Balance Sheet and calculate the Closing Net Working Capital Amount, the Closing Indebtedness, the Net Interim Period Adjustment Amount (and the elements of such calculation) and to review the calculation of the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, the Company will provide to Seller and Seller's accountants prompt and full access to the personnel, accountants and books and records of the Acquired Companies (and shall provide copies of the applicable portions of such books and records as may be reasonably requested), to the extent reasonably related to connection with the preparation of the Closing Balance Sheet Sheet, a physical count of the Corporate Sellers' inventory shall be taken on the Closing Date and the calculation Buyer's Accountants and the Sellers' Accountants shall be present to observe the count. The Sellers' Accountants may audit the work papers used in the preparation of the Closing Net Working Capital Amount, the Closing Indebtedness, the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding AmountBalance Sheet, and the Net Interim Period Adjustment Amount Sellers shall make available to the Buyer's Accountants, subject to such conditions as required by such accountants, all work papers or other documents and information as may be reasonably requested. As soon as possible after the Closing, but in no event later than sixty (60) days after the Closing, the Buyer shall deliver to the Sellers a draft copy of the Closing Balance Sheet. Within thirty (30) days of receipt thereof, the Buyer and the elements Sellers shall meet (if necessary) in an attempt to stipulate to the Purchase Price Adjustment described in Section 2.3(a) hereof (or stipulate to such portion thereof with respect to which there is no dispute) and, if and to the extent so stipulated, to prepare, jointly execute and deliver written instructions to the Escrow Agent instructing the Escrow Agent to disburse to the Buyer from the Escrow the amount of such calculation)Purchase Price Adjustment, 5 plus interest thereon as hereinafter provided, and, if necessary, to effectuate a cash payment by the Sellers to the Buyer of such Purchase Price Adjustment plus interest as is in excess of available funds in the Escrow. Any such Purchase Price Adjustment shall bear simple interest. If Buyer and Sellers determine that there is no Purchase Price Adjustment, they shall prepare, jointly execute and deliver written instructions to the Escrow Agent instructing the Escrow Agent to disburse the entire balance of the Escrow to the Sellers. The presentation of assets and liabilities on and for the purposes of the Closing Balance Sheet shall not be affected by the allocation of the Purchase Price as contemplated by Section 2.4 hereof nor by any appraisal or reappraisal made or caused to be made by or at the direction of any party.

Closing Balance Sheet. As soon Target shall deliver to Acquiror no later than ten (10) business days prior to the Closing Date a balance sheet as reasonably practicable following of a date within ten (10) business days prior to the Closing Date (the "Preliminary Closing Balance Sheet"). On or prior to the Closing Date, and in any event within one hundred thirty days (130) days thereafter, Target shall update the Company shall prepare and deliver to Seller (i) a consolidated balance sheet of the Included Subsidiaries Closing Balance Sheet as of the close of business on Closing Date to reflect any changes between the date immediately prior to of the Preliminary Closing Balance Sheet and the Closing Date (the "Closing Balance Sheet"), (ii) a consolidated balance sheet of the Company as of the close of business on the date immediately prior to the . The Preliminary Closing Date, (iii) a calculation of the "Closing Net Working Capital Amount", which shall equal the Net Working Capital Amount as reflected on Balance Sheet and the Closing Balance Sheet minus the Target Net Working Capital Amount (including the line item components thereof, together with reasonable back-up information providing the basis for such balance sheet and calculations), (iv) the amount of outstanding Indebtedness outstanding as of the close of business on the date immediately prior to the Closing Date minus any such Indebtedness to be paid at any time prior to the Closing or that will be paid by Seller at the Closing plus any Indebtedness incurred on the Closing Date that remains outstanding immediately after the Closing (the "Closing Indebtedness") which Closing Indebtedness shall include the actual amount of the U.K. Loans and the Esterhazy Loan immediately prior to the Closing, (including the components thereof, together with reasonable back up information); (v) a calculation of the amount of Retention Bonuses that would have been paid by the Acquired Companies to the Employees, in accordance with the terms of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus the amount of the Retention Bonuses that were not rolled-over into the Senior Executive Plan (such sum being referred to as the "Actual Retention Bonuses"), (vi) a statement of the actual amount of the sales bonuses set forth on Section 3.16(a)(iii) of the Seller Disclosure Letter that would have been paid to the Employees in accordance with the terms of such Sales Bonuses had such Sales Bonuses not been "rolled over" into the Senior Executive Plan or that were payable (and not paid by Seller prior to Closing) (the "Actual Sales Bonuses"), (vii) a calculation of the funding level of the U.K. Plan, at Closing, and the Actual U.K. Funding Amount as prepared by the Salt Union Limited's actuary in the U.K. consistent with its prior practice and (viii) a calculation of the Net Interim Period Adjustment Amount (which calculation shall set forth, for the Interim Period and the Offset Period, if any, a calculation of the Interim Period EBITDA generated, a calculation of the Interim Period Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment Amounts). The Closing Balance Sheet, the Interim Period EBITDA, and the Interim Period Capital Expenditures shall be prepared in accordance with GAAP and on a basis consistent with the method of preparation of the Company Financial Statements Target Balance Sheet (except as specified provided for in Section 2.7). All fees of Target related to the transactions contemplated by this Agreement, including without limitation any accounting, legal, financial advisory (including without limitation, any fees payable to Xxxxxxx and Associates), finders or brokers or similar fees, severance payments to employees of the Target and an amount equal to Target's estimate of the "Transaction Taxes" (as defined below) shall be reflected in the definition of Interim Period EBITDA). In order for Seller to review Preliminary Closing Balance Sheet and the Closing Balance Sheet and calculate as accrued to the extent not paid. If the Acquiror gives notice of its objection to the Preliminary Closing Net Working Capital AmountBalance Sheet within five (5) business days of receipt of the Preliminary Closing Balance Sheet, then at Acquiror's option, the Closing Indebtednessshall not occur until any unresolved issues are resolved as set forth below. If Acquiror does not give the Target notice of its objection to the Preliminary Closing Balance Sheet within five (5) business days after receipt of the Preliminary Balance Sheet, then the Net Interim Period Adjustment Amount (amounts for Current Assets and Total Liabilities set forth in the Preliminary Closing Balance Sheet shall be used in computing the Merger Consideration, subject to adjustment to reflect any changes between the date of the Preliminary Closing Balance Sheet and the elements Closing Balance Sheet which are not objected to by Acquiror within five (5) business days following the Closing. If Acquiror does not give Target notice of such calculation) and to review the calculation of the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, the Company will provide to Seller and Seller's accountants prompt and full access its objection to the personnel, accountants adjustments made for changes between the Preliminary Closing Balance Sheet and books and records of the Acquired Companies Closing Balance Sheet within five (and shall provide copies of the applicable portions of such books and records as may be reasonably requested), to the extent reasonably related to the preparation 5) business days after receipt of the Closing Balance Sheet (whether before or after the Closing) then the amounts for Current Assets and Total Liabilities set forth in the calculation Closing Balance Sheet shall be used in computing the Merger Consideration. If Acquiror gives timely notice of its objection to the Closing Balance Sheet, then the Closing shall occur and any unresolved issues shall be resolved as set forth below. The parties agree to discuss in good faith any issues in dispute with respect to the Preliminary Closing Balance Sheet or the Closing Balance Sheet. If the parties are unable to resolve the issues within five (5) business days after Acquiror gives notice of its objection to Target, the issues in dispute will be submitted to binding arbitration determined by an independent auditor to be agreed upon between the Acquiror and Target (the "Auditor"). If issues in dispute are submitted to the Auditor for resolution, (i) each party will furnish to the Auditor such work papers and other documents and information relating to the disputed issues as the Auditor may request and are available to that party, and will be afforded the opportunity to present to the Auditor any material relating to the determination and to discuss the determination with the Auditor, and (ii) the determination by the Auditor, as set forth in a notice delivered to both parties by the Auditor, will be binding and conclusive on the parties. Each party shall bear fifty percent of the Closing Net Working Capital Amount, fees of the Closing Indebtedness, Auditor for the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, and the Net Interim Period Adjustment Amount (and the elements resolution of such calculation)any disputes.

Closing Balance Sheet. (a) As soon promptly as reasonably practicable following practicable, but no later than 60 days, after the Closing Date, Buyer will cause to be prepared and in any event within one hundred thirty days (130) days thereafter, the Company shall prepare and deliver delivered to Seller (i) a consolidated balance sheet of the Included Subsidiaries as of the close of business on the date immediately prior to the Closing Date Balance Sheet and a certificate based on such Closing Balance Sheet setting forth Buyer's calculation of Closing Net Tangible Assets. The Closing Balance Sheet (the "Closing Balance Sheet"), (ii) a consolidated balance sheet shall fairly present the combined financial position of the Company Companies and the Subsidiaries as of at the close of business on the date immediately prior to the Closing Date, (iii) a calculation of the "Closing Net Working Capital Amount", which shall equal the Net Working Capital Amount as reflected on the Closing Balance Sheet minus the Target Net Working Capital Amount (including the line item components thereof, together with reasonable back-up information providing the basis for such balance sheet and calculations), (iv) the amount of outstanding Indebtedness outstanding as of the close of business on the date immediately prior to the Closing Date minus any such Indebtedness to be paid at any time prior to the Closing or that will be paid by Seller at the Closing plus any Indebtedness incurred on the Closing Date that remains outstanding immediately after the Closing (the "Closing Indebtedness") which Closing Indebtedness shall include the actual amount of the U.K. Loans and the Esterhazy Loan immediately prior to the Closing, (including the components thereof, together with reasonable back up information); (v) a calculation of the amount of Retention Bonuses that would have been paid by the Acquired Companies to the Employees, in accordance with the terms of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus the amount of the Retention Bonuses that were not rolled-over into the Senior Executive Plan (such sum being referred to as the "Actual Retention Bonuses"), (vi) a statement of the actual amount of the sales bonuses set forth on Section 3.16(a)(iii) of the Seller Disclosure Letter that would have been paid to the Employees in accordance with the terms of such Sales Bonuses had such Sales Bonuses not been "rolled over" into the Senior Executive Plan or that were payable (and not paid by Seller prior to Closing) (the "Actual Sales Bonuses"), (vii) a calculation of the funding level of the U.K. Plan, at Closing, and the Actual U.K. Funding Amount as prepared by the Salt Union Limited's actuary in the U.K. consistent with its prior practice and (viii) a calculation of the Net Interim Period Adjustment Amount (which calculation shall set forth, for the Interim Period and the Offset Period, if any, a calculation of the Interim Period EBITDA generated, a calculation of the Interim Period Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment Amounts). The Closing Balance Sheet, the Interim Period EBITDA, and the Interim Period Capital Expenditures shall be prepared in accordance with GAAP conformity and on a basis consistent with the preparation Accounting Principles. "Closing Net Tangible Assets" means the combined stockholder's equity of the Company Financial Statements (except Companies and the Subsidiaries as specified in the definition of Interim Period EBITDA). In order for Seller to review shown on the Closing Balance Sheet and calculate Sheet, with the Closing Net Working Capital Amount, the Closing Indebtedness, the Net Interim Period Adjustment Amount following adjustments: (and the elements of such calculationi) and to review the calculation of the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, the Company will provide to Seller and Seller's accountants prompt and full access to the personnel, accountants and books and records of the Acquired Companies (and shall provide copies of the applicable portions of such books and records as may be reasonably requested)less, to the extent reasonably related included in the Closing Balance Sheet, all assets that in accordance with the Accounting Principles would be classified as intangible assets, including, without limitation, goodwill, patents, trademarks, deferred expenses and unamortized debt discount and (ii) excluding (A) the effect (including the Tax effect) of the purchase of the Shares and any act, event or transaction occurring after the Closing and not in the ordinary course of business of the Companies and the Subsidiaries, (B) any current or deferred income tax assets or liabilities, (C) any liabilities indemnified by Seller (whether or not Buyer is responsible for a portion thereof), (D) except as would be required of Seller by generally accepted accounting principles, any write up or write down of assets from their historic depreciated or amortized carrying cost to reflect any higher or lower market value and (E) the preparation balance in single interest retention. delivery of the documents referred to in Section 2.03(a), deliver a notice to Buyer disagreeing with such calculation and setting forth Seller's calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet and the calculation of the Closing Net Working Capital Amount, the Closing Indebtedness, the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, and the Net Interim Period Adjustment Amount (and the elements of such calculationTangible Assets delivered pursuant to Section 2.03(a).

Closing Balance Sheet. As soon as reasonably practicable following practicable, but in no event later than 120 calendar days, after the Closing Date, Buyers, at Buyers’ sole expense, shall cause to be prepared and in any event within one hundred thirty days delivered to Sellers (130a) days thereafter, the Company shall prepare and deliver to Seller (i) a an unaudited consolidated balance sheet of the Included Subsidiaries KJBC as of the close of business on the date immediately prior to the Closing Date Effective Time (the "“Closing Balance Sheet"”), (iib) a consolidated balance sheet listing of the Company KBC Inventory and the book value thereof (“Book Value”) as of the close of business on Effective Time (the date immediately prior to the “Closing Date, (iii) a calculation of the "Closing Net Working Capital Amount", which shall equal the Net Working Capital Amount as reflected on the Closing Balance Sheet minus the Target Net Working Capital Amount (including the line item components thereof, together with reasonable back-up information providing the basis for such balance sheet and calculationsKBC Inventory Statement”), (ivc) a listing of the amount Gramercy Inventory and the Book Value thereof as of outstanding Indebtedness the Effective Time (the “Closing Gramercy Inventory Statement”), and (d) a listing of the KBC Employee Loans outstanding as of the close Effective Time and the aggregate face value of business on such loans (the date immediately prior to “Closing Employee Loan Statement” and together with the Closing Date minus any such Indebtedness to be paid at any time prior to Balance Sheet, the Closing or that will be paid by Seller at KBC Inventory Statement and the Closing plus any Indebtedness incurred on Gramercy Inventory Statement, the “Closing Date that remains outstanding immediately after the Closing (the "Closing Indebtedness") which Closing Indebtedness shall include the actual amount of the U.K. Loans and the Esterhazy Loan immediately prior to the Closing, (including the components thereof, together with reasonable back up information); (v) a calculation of the amount of Retention Bonuses that would have been paid by the Acquired Companies to the Employees, in accordance with the terms of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus the amount of the Retention Bonuses that were not rolled-over into the Senior Executive Plan (such sum being referred to as the "Actual Retention Bonuses"), (vi) a statement of the actual amount of the sales bonuses set forth on Section 3.16(a)(iii) of the Seller Disclosure Letter that would have been paid to the Employees in accordance with the terms of such Sales Bonuses had such Sales Bonuses not been "rolled over" into the Senior Executive Plan or that were payable (and not paid by Seller prior to Closing) (the "Actual Sales Bonuses"), (vii) a calculation of the funding level of the U.K. Plan, at Closing, and the Actual U.K. Funding Amount as prepared by the Salt Union Limited's actuary in the U.K. consistent with its prior practice and (viii) a calculation of the Net Interim Period Adjustment Amount (which calculation shall set forth, for the Interim Period and the Offset Period, if any, a calculation of the Interim Period EBITDA generated, a calculation of the Interim Period Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment AmountsStatements”). The Closing Balance Sheet, the Interim Period EBITDA, and the Interim Period Capital Expenditures Sheet shall be prepared from the books and records of KJBC, and in accordance with GAAP and JGAAP applied on a basis consistent with the preparation Balance Sheet. When the Closing Statements are delivered to Sellers, Buyers shall deliver a statement containing Buyers’ calculations, based on the Closing Statements (the “Buyers’ Proposed Calculations”), of (a) Modified Working Capital as of the Company Financial Statements Effective Time (the “Closing Modified Working Capital”), (b) the Book Value of the KBC Inventory as of the Effective Time (the “Closing KBC Inventory”), and (c) the Book Value of the Gramercy Inventory as of the Effective Time (the “Closing Gramercy Inventory”). For purposes of this Agreement “Modified Working Capital” means the difference between (a) the sum of (i) total current assets of KJBC in the categories listed on Exhibit E and (ii) the aggregate face value of the KBC Employee Loans outstanding and (b) total current liabilities of KJBC in the categories listed on Exhibit E, including the current portion of long-term debt. The Closing Modified Working Capital shall be calculated on the same basis as, and in accordance with, the sample calculation of Modified Working Capital as of August 31, 2003 attached as Exhibit E, except as specified expressly otherwise provided in Exhibit E. The Closing KBC Inventory Statement shall be prepared on the definition of Interim Period EBITDA). In order for Seller to review same basis as the Balance Sheet Date KBC Inventory Statement and the Closing Balance Sheet KBC Inventory will be calculated on the same basis as, and calculate the Closing Net Working Capital Amountin accordance with, the Closing Indebtedness, the Net Interim Period Adjustment Amount (and the elements of such calculation) and to review the sample calculation of the Actual Retention BonusesBook Value of the KBC Inventory as of August 31, 2003 attached as Exhibit F. The Closing Gramercy Inventory Statement shall be prepared on the same basis as the Balance Sheet Date Gramercy Inventory Statement and the Closing Gramercy Inventory will be calculated on the same basis as, and in accordance with, the Actual Sales Bonuses and the Actual U.K. Funding Amount, the Company will provide to Seller and Seller's accountants prompt and full access to the personnel, accountants and books and records of the Acquired Companies (and shall provide copies of the applicable portions of such books and records as may be reasonably requested), to the extent reasonably related to the preparation of the Closing Balance Sheet and the sample calculation of the Closing Net Working Capital AmountBook Value of the Gramercy Inventory as of August 31, the Closing Indebtedness, the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, and the Net Interim Period Adjustment Amount (and the elements of such calculation).2003 attached as Exhibit D.

Closing Balance Sheet. As soon as reasonably practicable following the Closing Datebut no later than 60 days following the Closing, Parent shall cause to be prepared and in any event within one hundred thirty days (130) days thereafter, delivered to the Company shall prepare and deliver to Seller (i) Stockholders’ Agent a consolidated balance sheet of the Included Subsidiaries Company (the “Closing Balance Sheet”) as of the close Closing Date, including a calculation of business on each of: (a) the date immediately prior to the Closing Date (the "Closing Balance Sheet"), (ii) a consolidated balance sheet amount of cash of the Company as of the close of business on the date immediately prior to the Closing Date, which amount shall include the exercise price of unexercised vested Company Options (iiithe “Closing Cash”); (b) a calculation the accounts receivable of the "Closing Net Working Capital Amount", which shall equal the Net Working Capital Amount as reflected Company on the Closing Balance Sheet minus Date that are collected by the Target Net Working Capital Amount (including the line item components thereof, together with reasonable back-up information providing the basis for such balance sheet and calculations), (iv) the amount of outstanding Indebtedness outstanding Company as of the close of business on the date immediately prior to sixtieth (60) day following the Closing Date minus any such Indebtedness to be paid at any time prior to (the “Closing A/R”); provided, that the Closing or A/R shall not include any accounts receivable of the Company that will be paid by Seller at were created after the Closing plus Date; (c) the accounts payable balance of the Company as of the Closing Date, including any Indebtedness incurred accounts payable of the Company that should have been reflected on the books of the Company at Closing, but were not so reflected (the “Closing A/P”); and (d) the amount of Company Transaction Expenses unpaid as of the close of business on the Closing Date Date, including any Company Transaction Expenses that remains outstanding immediately after should have been reflected on the Closing (the "Closing Indebtedness") which Closing Indebtedness shall include the actual amount books of the U.K. Loans and the Esterhazy Loan immediately prior to the Closing, (including the components thereof, together with reasonable back up information); (v) a calculation of the amount of Retention Bonuses that would have been paid by the Acquired Companies to the Employees, in accordance with the terms of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus the amount of the Retention Bonuses that were not rolled-over into the Senior Executive Plan (such sum being referred to as the "Actual Retention Bonuses"), (vi) a statement of the actual amount of the sales bonuses set forth on Section 3.16(a)(iii) of the Seller Disclosure Letter that would have been paid to the Employees in accordance with the terms of such Sales Bonuses had such Sales Bonuses not been "rolled over" into the Senior Executive Plan or that were payable (and not paid by Seller prior to Closing) (the "Actual Sales Bonuses"), (vii) a calculation of the funding level of the U.K. Plan, Company at Closing, and but were no so reflected (the Actual U.K. Funding Amount as prepared by the Salt Union Limited's actuary in the U.K. consistent with its prior practice and (viii) a calculation of the Net Interim Period Adjustment Amount (which calculation shall set forth, for the Interim Period and the Offset Period, if any, a calculation of the Interim Period EBITDA generated, a calculation of the Interim Period Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment Amounts“Closing Transaction Expenses”). The Closing Balance Sheet, the Interim Period EBITDA, and the Interim Period Capital Expenditures Sheet shall be prepared strictly in accordance with GAAP GAAP. Parent agrees to afford to the Stockholders’ Agent and its accountants, counsel, financial advisors or other representatives access at reasonable times and on a basis consistent with the preparation reasonable prior notice to all of the Company Financial Statements (except as specified in the definition of Interim Period EBITDA). In order for Seller to review the Closing Balance Sheet Surviving Corporation’s and calculate the Closing Net Working Capital Amountits Subsidiaries’ books and records, the Closing Indebtednesscontracts, the Net Interim Period Adjustment Amount (personnel and accountants and the elements work papers of such calculation) and to review the calculation each of the Actual Retention Bonusesforegoing and, the Actual Sales Bonuses and the Actual U.K. Funding Amountupon request, the Company will provide to Seller and Seller's accountants prompt and full access to the personnel, accountants and books and records of the Acquired Companies (and shall provide copies of any of the applicable portions of such books and records foregoing, as may be reasonably requested), necessary to assist the extent reasonably related to the preparation Stockholders’ Agent in its review of the Closing Balance Sheet and the calculation of the Closing Net Working Capital Amount, the Closing Indebtedness, the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, and the Net Interim Period Adjustment Amount (and the elements of such calculation)Sheet.

Closing Balance Sheet. As soon as reasonably practicable following the Closing DateClosing, and but in any no event within one hundred later than thirty days (13030) days thereafterfollowing the Closing, the Company (in consultation with Buyer, and with such assistance as the Company shall reasonably request) shall prepare a statement of assets acquired and deliver to Seller (i) a consolidated balance sheet of the Included Subsidiaries liabilities assumed as of the close of business on the date immediately prior to Closing Date, reflecting, among other things, the Closing Date net book value of the Purchased Assets and Assumed Liabilities and the net working capital of the Business (the "Closing Balance SheetPRELIMINARY CLOSING BALANCE SHEET"), (ii) a consolidated balance sheet of the Company as of the close of business on the date immediately prior to the Closing Date, (iii) a calculation of the "Closing Net Working Capital Amount", which shall equal the Net Working Capital Amount as reflected on the . The Preliminary Closing Balance Sheet minus the Target Net Working Capital Amount (including the line item components thereof, together with reasonable back-up information providing the basis for such balance sheet and calculations), (iv) the amount of outstanding Indebtedness outstanding as shall consist solely of the close of business on the date immediately prior to the Closing Date minus any such Indebtedness to be paid at any time prior to the Closing or that will be paid by Seller at the Closing plus any Indebtedness incurred on the Closing Date that remains outstanding immediately after the Closing (the "Closing Indebtedness") which Closing Indebtedness shall include the actual amount of the U.K. Loans Purchased Assets and the Esterhazy Loan immediately prior to the Closing, (including the components thereof, together with reasonable back up information); (v) a calculation of the amount of Retention Bonuses that would have been paid by the Acquired Companies to the Employees, in accordance with the terms of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus the amount of the Retention Bonuses that were not rolled-over into the Senior Executive Plan (such sum being referred to as the "Actual Retention Bonuses"), (vi) a statement of the actual amount of the sales bonuses set forth on Section 3.16(a)(iii) of the Seller Disclosure Letter that would have been paid to the Employees in accordance with the terms of such Sales Bonuses had such Sales Bonuses not been "rolled over" into the Senior Executive Plan or that were payable (Assumed Liabilities and not paid by Seller prior to Closing) (the "Actual Sales Bonuses"), (vii) a calculation of the funding level of the U.K. Plan, at Closing, and the Actual U.K. Funding Amount as prepared by the Salt Union Limited's actuary in the U.K. consistent with its prior practice and (viii) a calculation of the Net Interim Period Adjustment Amount (which calculation shall set forth, for the Interim Period and the Offset Period, if any, a calculation of the Interim Period EBITDA generated, a calculation of the Interim Period Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment Amounts). The Closing Balance Sheet, the Interim Period EBITDA, and the Interim Period Capital Expenditures shall be prepared in accordance with GAAP and GAAP, applied on a basis consistent with the preparation Financial Statements, except that (i) only the Purchased Assets and the Assumed Liabilities shall be included therein, (ii) no item shall fail to be included therein or excluded therefrom on the basis of materiality, individually or collectively, and (iii) at Buyer's option, the effect of any breaches of the representations and warranties of Shareholder or the Company Financial Statements (except as specified in made herein, discovered by Buyer on or before the definition of Interim Period EBITDA). In order for Seller to review date that the Adjusted Closing Balance Sheet is delivered by Buyer to the Company and calculate for which the Company and Shareholder are finally determined to be responsible in accordance with the provisions of ARTICLE VII shall be fully reserved therein. Buyer and its representatives shall be provided complete access to all work papers and other information used by the Company in preparing the Preliminary Closing Net Working Capital Amount, the Closing Indebtedness, the Net Interim Period Adjustment Amount (Balance Sheet. Buyer shall examine and the elements of such calculation) and to review the calculation of the Actual Retention BonusesPreliminary Closing Balance Sheet in accordance with generally accepted auditing standards and, the Actual Sales Bonuses and the Actual U.K. Funding Amountbased upon such examination, the Company will provide to Seller and Seller's accountants prompt and full access to the personnelmake such adjustments, accountants and books and records of the Acquired Companies (and shall provide copies of the applicable portions of such books and records as may be reasonably requested)if any, to the extent reasonably related to the preparation of the Preliminary Closing Balance Sheet as shall in its judgment be required to cause the Preliminary Closing Balance Sheet to reflect fairly those items required to be reflected therein in accordance with GAAP (after examination and the calculation of the Closing Net Working Capital Amountany adjustment, the Closing Indebtedness, the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, and the Net Interim Period Adjustment Amount (and the elements of such calculation"ADJUSTED CLOSING BALANCE SHEET").

Closing Balance Sheet. As soon promptly as reasonably practicable following the Closing Date, possible and in any event within one hundred thirty sixty days (130) days thereafterafter the Closing Date, the Company shall Buyer will prepare or cause to be prepared, and deliver will provide to Seller (i) the Company, a consolidated balance sheet of the Included Subsidiaries Purchased Assets and Assumed Liabilities as of the close Closing Date (the “Closing Balance Sheet”), together with (i) a written statement (the “Working Capital Statement”) setting forth in reasonable detail its determination of business on the date Working Capital as of immediately prior to the Closing Date (the "Closing Balance Sheet"), (ii) a consolidated balance sheet of the Company as of the close of business on the date immediately prior to the Closing Date, (iii) a calculation of the "Closing Net Working Capital Amount", which shall equal the Net Working Capital Amount as reflected on the Closing Balance Sheet minus (the Target Net “Closing Working Capital Amount (including the line item components thereof, together with reasonable back-up information providing the basis for such balance sheet and calculationsCapital”), (ivii) a written statement (the amount of outstanding Indebtedness outstanding as “Past Due Receivables Statement”) setting forth in reasonable detail its determination of the close of business on the date immediately prior to the Closing Date minus any such Indebtedness to be paid at any time prior to the Closing or that will be paid by Seller at the Closing plus any Indebtedness incurred Past Due Receivables on the Closing Date that remains outstanding immediately after as reflected on the Closing Balance Sheet (the "“Closing Indebtedness") which Closing Indebtedness shall include the actual amount of the U.K. Loans and the Esterhazy Loan immediately prior to the Closing, (including the components thereof, together with reasonable back up information); (v) a calculation of the amount of Retention Bonuses that would have been paid by the Acquired Companies to the Employees, in accordance with the terms of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus the amount of the Retention Bonuses that were not rolled-over into the Senior Executive Plan (such sum being referred to as the "Actual Retention Bonuses"Past Due Receivables”), (viiii) a written statement (the “Trade Accounts Payable Statement”) setting forth in reasonable detail its determination of the actual amount Trade Accounts Payable on the Closing Date as reflected on the Closing Balance Sheet (the “Closing Trade Accounts Payable”), and (iv) a written statement (the “Employee Related Accrued Expenses Statement”) setting forth in reasonable detail its determination of the sales bonuses set forth Employee Related Accrued Expenses on Section 3.16(a)(iii) of the Seller Disclosure Letter that would have been paid to Closing Date as reflected in the Employees in accordance with the terms of such Sales Bonuses had such Sales Bonuses not been "rolled over" into the Senior Executive Plan or that were payable (and not paid by Seller prior to Closing) Closing Balance Sheet (the "Actual Sales Bonuses"), (vii) a calculation of the funding level of the U.K. Plan, at Closing, and the Actual U.K. Funding Amount as prepared by the Salt Union Limited's actuary in the U.K. consistent with its prior practice and (viii) a calculation of the Net Interim Period Adjustment Amount (which calculation shall set forth, for the Interim Period and the Offset Period, if any, a calculation of the Interim Period EBITDA generated, a calculation of the Interim Period Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment Amounts“Closing Employee Related Accrued Expenses”). The Closing Balance Sheet, the Interim Period EBITDAWorking Capital Statement, the Past Due Receivables Statement, the Trade Accounts Payable Statement and the Interim Period Capital Expenditures shall Employee Related Accrued Expenses Statement will be prepared in accordance with GAAP and on a basis consistent with the preparation of the Company Financial Statements (except as specified in the definition of Interim Period EBITDA)GAAP. In order for Seller to review the Closing Balance Sheet and calculate the Closing Net Working Capital Amount, the Closing Indebtedness, the Net Interim Period Adjustment Amount (and the elements of such calculation) and to review the calculation of the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, the The Company will provide to Seller and Seller's accountants prompt and full have reasonable access to the personnel, accountants and books and records of work papers used by the Acquired Companies (and shall provide copies of the applicable portions of such books and records as may be reasonably requested), to the extent reasonably related to Buyer in the preparation of the Closing Balance Sheet Sheet, the Working Capital Statement, the Past Due Receivables Statement, the Trade Accounts Payable Statement and the calculation of the Closing Net Working Capital Amount, the Closing Indebtedness, the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, and the Net Interim Period Adjustment Amount (and the elements of such calculation)Employee Related Accrued Expenses Statement.

Closing Balance Sheet. As soon as reasonably practicable following the Closing Date, and in any event within one hundred thirty days (130) 90 days thereafter, the Company Seller shall prepare and deliver to Seller Purchaser (i) a consolidated the audited balance sheet of the Included Subsidiaries Business (which shall include a physical inventory) as of the close of business on the date immediately prior to the Closing Date (the "Closing Balance Sheet"), together with the audit reports of PricewaterhouseCoopers LLP ("Seller's Accountant"), and (ii) a consolidated balance sheet calculation of net working capital based on the ledger accounts included in such calculation on Exhibit 1.3(a) (which amount shall be (x) decreased by the amount of the Company prepaid insurance retained by Sellers as shown in ledger account number 080-010 and (y) increased by the amount of the close of business Prepaid Ad Expense) including, without duplication, in the calculation thereof all Cure Costs ("Net Working Capital") as reflected on the date immediately prior to the Closing Date, Balance Sheet (iii) a calculation of the "Closing Net Working Capital Amount", which shall equal the Net Working Capital Amount as reflected on the Closing Balance Sheet minus the Target Net Working Capital Amount ) (including the line item components thereof, together with reasonable back-up information providing the basis for such balance sheet and calculationscalculation). In addition, (iv) the amount of outstanding Indebtedness outstanding as of the close of business on the date immediately prior to the Closing Date minus any such Indebtedness to be paid at any time prior to Balance Sheet shall set forth, separate and apart from the Closing or that will be paid by Seller at the Closing plus any Indebtedness incurred on the Closing Date that remains outstanding immediately after the Closing (the "Closing Indebtedness") which Closing Indebtedness shall include the actual amount of the U.K. Loans and the Esterhazy Loan immediately prior to the Closing, (including the components thereof, together with reasonable back up information); (v) a calculation of the amount of Retention Bonuses that would have been paid by Net Working Capital, and, therefore, not included in the Acquired Companies to the Employees, in accordance with the terms calculation of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus Net Working Capital, the amount of the Retention Bonuses that were not rolledpost-over into retirement benefits accrual as of the Senior Executive Plan Closing as such post-retirement benefits accrual is reflected in ledger account number 409 and is attributable to employees and former employees of the Business and determined in the ordinary course of business consistent with past practice in a manner consistent with GAAP (such sum being referred to as defined below) and with past practice (the "Actual Retention BonusesPost-Retirement Benefits Accrual"), (vi) a statement of the actual amount of the sales bonuses . Except as set forth on Section 3.16(a)(iii) of the Seller Disclosure Letter that would have been paid to the Employees in accordance with the terms of such Sales Bonuses had such Sales Bonuses not been "rolled over" into the Senior Executive Plan or that were payable (and not paid by Seller prior to Closing) (the "Actual Sales Bonuses"Exhibit 1.7(a), (vii) a calculation of the funding level of the U.K. Plan, at Closing, and the Actual U.K. Funding Amount as prepared by the Salt Union Limited's actuary in the U.K. consistent with its prior practice and (viii) a calculation of the Net Interim Period Adjustment Amount (which calculation shall set forth, for the Interim Period and the Offset Period, if any, a calculation of the Interim Period EBITDA generated, a calculation of the Interim Period Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment Amounts). The Closing Balance Sheet, the Interim Period EBITDA, and the Interim Period Capital Expenditures Sheet shall be prepared in accordance with GAAP generally accepted accounting principles and practices of the United States in effect from time to time ("GAAP"), and on a basis consistent with the preparation of the Company Financial Statements (as defined in Section 2.5) and Exhibit 1.7(a) and Exhibit 1.3(a), including appropriate closing adjustments as if the Closing were at a fiscal year end (provided that, except as specified set forth on Exhibit 1.7(a), no liabilities or reserves reflected on the Reference Balance Sheet shall be reduced or eliminated except by reason of a payment or credit in the definition ordinary course of Interim Period EBITDAbusiness and consistent with past practice (except for the trade account accrual under ledger account 450-035 which shall be calculated in a manner consistent with GAAP and in the ordinary course of business consistent with past practice). In order for Seller to review prepare the Closing Balance Sheet and calculate the Closing Net Working Capital AmountSheet, the Closing Indebtedness, the Net Interim Period Adjustment Amount (and the elements of such calculation) and to review the calculation of the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, the Company Purchaser will provide to Seller and Seller's accountants employees, Seller's Accountant and other advisors prompt and full on-site access as shall be reasonable under the circumstances to the personnelpersonnel and books, accountants records, work papers and books and records all other supporting accounting documents of the Acquired Companies Business (and shall provide copies of the applicable portions of such books books, records, work papers and records other supporting accounting documents as may be reasonably requested), to the extent reasonably related to the preparation of the Closing Balance Sheet and the calculation of the Closing Net Working Capital Amount, the Closing Indebtedness, the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, and the Net Interim Period Adjustment Amount (and the elements of such calculation).Closing

Closing Balance Sheet. As soon as reasonably practicable following the Closing DateIn connection with Closing, and in any event within one hundred thirty days (130) days thereafter, the Company Seller shall prepare and deliver to Seller (i) a consolidated balance sheet present its management's internal accounting of the Included Subsidiaries balance sheets and working capital (with working capital defined as current assets minus current liabilities determined in accordance with generally accepted accounting principles) of NWHI and Subsidiary as of the close date of business on the date immediately prior to the Closing Date (the "Closing Balance Sheet"), (ii) a consolidated and management's representation affirming such balance sheet sheet. The Closing Balance Sheet shall fairly represent the financial position of the Company NWHI and Subsidiary as of the close date specified; and the working capital and cash and marketable securities of business on the date immediately prior to the Closing Date, (iii) a calculation each of the "Closing Net Working Capital Amount", which NWHI and Subsidiary and shall equal the Net Working Capital Amount not be less than as reflected on the current financial statements of each of NWHI and Subsidiary, dated as of September 30, 2000 (the "Current Financial Statements"). Seller shall prepare the Closing Balance Sheet minus the Target Net Working Capital Amount and deliver it to Buyer no later than twenty (including the line item components thereof, together with reasonable back-up information providing the basis for such balance sheet and calculations), (iv20) the amount of outstanding Indebtedness outstanding as of the close of business on the date immediately prior to the Closing Date minus any such Indebtedness to be paid at any time prior to the Closing or that will be paid by Seller at the Closing plus any Indebtedness incurred on the Closing Date that remains outstanding immediately after the Closing (the "Closing Indebtedness") which Closing Indebtedness shall include the actual amount of the U.K. Loans and the Esterhazy Loan immediately prior to days following the Closing, . Buyer shall have twenty (including the components thereof, together with reasonable back up information); (v20) a calculation of the amount of Retention Bonuses that would have been paid by the Acquired Companies to the Employees, in accordance with the terms of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus the amount of the Retention Bonuses that were not rolled-over into the Senior Executive Plan (such sum being referred to as the "Actual Retention Bonuses"), (vi) a statement of the actual amount of the sales bonuses set forth on Section 3.16(a)(iii) of the Seller Disclosure Letter that would have been paid to the Employees in accordance with the terms of such Sales Bonuses had such Sales Bonuses not been "rolled over" into the Senior Executive Plan or that were payable (and not paid by Seller prior to Closing) (the "Actual Sales Bonuses"), (vii) a calculation of the funding level of the U.K. Plan, at Closing, and the Actual U.K. Funding Amount as prepared by the Salt Union Limited's actuary in the U.K. consistent with its prior practice and (viii) a calculation of the Net Interim Period Adjustment Amount (which calculation shall set forth, for the Interim Period and the Offset Period, if any, a calculation of the Interim Period EBITDA generated, a calculation of the Interim Period Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment Amounts). The Closing Balance Sheet, the Interim Period EBITDA, and the Interim Period Capital Expenditures shall be prepared in accordance with GAAP and on a basis consistent with the preparation of the Company Financial Statements (except as specified in the definition of Interim Period EBITDA). In order for Seller business days following receipt thereof to review the Closing Balance Sheet and calculate to agree to any adjustments to the Closing Net Working Capital Amountsame, the Closing Indebtednessif and as appropriate. If Buyer and Seller cannot agree on said adjustments, the Net Interim Period Adjustment Amount (then their respective accountants shall designate a third independent accountant to review and the elements of such calculation) finally determine any disputed adjustments and to review the calculation assess his expenses against any or all of the Actual Retention Bonusesparties, the Actual Sales Bonuses as he shall deem appropriate. Seller, NWHI and the Actual U.K. Funding Amount, the Company will provide to Seller Subsidiary represent and Seller's accountants prompt and full access to the personnel, accountants and books and records of the Acquired Companies (and shall provide copies of the applicable portions of such books and records as may be reasonably requested), to the extent reasonably related to the preparation of warrant that the Closing Balance Sheet Sheet, as finally determined, shall reflect a combined net working capital of at least the Minimum Net Capital and cash and marketable securities of at least the Minimum Cash and Securities. If it is determined that NWHI and Subsidiary have not achieved the Minimum Net Capital and the calculation Minimum Cash and Securities, Seller shall immediately cure said shortfall(s) by delivering certified funds in the amount(s) thereof to Buyer. If Seller shall fail to so deliver said funds, Buyer shall have the right to liquidate a sufficient amount of Closing Escrow Shares which are held in the Closing Net Working Capital Amount, the Closing Indebtedness, the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, and the Net Interim Period Adjustment Amount (and the elements of such calculation)Escrow to cure said deficiency.

Closing Balance Sheet. As soon as reasonably practicable following the Closing DateSeller shall, at Seller's cost and in any event within one hundred thirty days (130) days thereafterexpense, the Company shall --------------------- prepare and deliver or cause to Seller (i) be prepared a consolidated balance sheet of the Included Subsidiaries Specified Assets and the Specified Liabilities (to the extent required by GAAP to be disclosed on a balance sheet) as of the close of business on the date immediately prior to the Closing Effective Date (the "Closing Balance Sheet")) in accordance with GAAP which shall fairly present in all material respects the Specified Assets and the Specified Liabilities. Seller shall deliver the Closing Balance Sheet to NCO within thirty (30) days after the Effective Date. On or before the date that Seller delivers the Closing Balance Sheet to NCO, Seller shall deliver to NCO detailed lists (ii"Closing Balance Sheet Lists") a consolidated of all of the Specified Assets and Specified Liabilities by balance sheet of the Company as of the close of business on the date immediately prior account, and with aggregate net balances equal to the Closing Date, (iii) a calculation of the "Closing Net Working Capital Amount", which shall equal the Net Working Capital Amount as reflected balances on the Closing Balance Sheet minus the Target Net Working Capital Amount (including the line item components thereof, together with reasonable back-up information providing the basis for such balance sheet and calculations), (iv) the amount of outstanding Indebtedness outstanding as of the close of business on the date immediately prior to the Closing Date minus any such Indebtedness to be paid at any time prior to the Closing or that will be paid by Seller at the Closing plus any Indebtedness incurred on the Closing Date that remains outstanding immediately after the Closing (the "Closing Indebtedness") which Closing Indebtedness shall include the actual amount of the U.K. Loans and the Esterhazy Loan immediately prior to the Closing, (including the components thereof, together with reasonable back up information); (v) a calculation of the amount of Retention Bonuses that would have been paid by the Acquired Companies to the Employees, in accordance with the terms of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus the amount of the Retention Bonuses that were not rolled-over into the Senior Executive Plan (such sum being referred to as the "Actual Retention Bonuses"), (vi) a statement of the actual amount of the sales bonuses set forth on Section 3.16(a)(iii) of the Seller Disclosure Letter that would have been paid to the Employees in accordance with the terms of such Sales Bonuses had such Sales Bonuses not been "rolled over" into the Senior Executive Plan or that were payable (and not paid by Seller prior to Closing) (the "Actual Sales Bonuses"), (vii) a calculation of the funding level of the U.K. Plan, at Closing, and the Actual U.K. Funding Amount as prepared by the Salt Union Limited's actuary in the U.K. consistent with its prior practice and (viii) a calculation of the Net Interim Period Adjustment Amount (which calculation shall set forth, for the Interim Period and the Offset Period, if any, a calculation of the Interim Period EBITDA generated, a calculation of the Interim Period Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment Amounts)Sheet. The Closing Balance SheetSheet Lists shall include, the Interim Period EBITDAbut not necessarily be limited to, lists of (a) Accounts Receivable, showing customer names, individual invoice dates, individual invoice amounts and the Interim Period Capital Expenditures shall be prepared in accordance with GAAP and on a basis consistent with the preparation of the Company Financial Statements (except as specified allowances for doubtful accounts, or, in the definition case of Interim Period EBITDAearned but not billed receivables, customer names and individual dates on which the receivables are billed (the "Receivable Lists"). In order for Seller ; (b) other current assets included in the Specified Assets, itemized by category and with appropriate explanation; (c) Tangible Property included in the Specified Assets, grouped as to review type, showing cost, accumulated depreciation and net book value; (d) Software and Intangibles included in the Closing Balance Sheet Specified Assets, showing cost or amount capitalized, accumulated amortization and calculate net book value; (e) accounts payable included in the Closing Net Working Capital AmountSpecified Liabilities, itemized by payee; (f) accrued expenses and reserves included in the Closing IndebtednessAssumed Liabilities, itemized by category and with appropriate explanation; (g) deferred revenues included in the Net Interim Period Adjustment Amount Assumed Liabilities, itemized by customer and dates by which revenue will be recognized; and (h) other current and long-term liabilities included in the elements of such calculation) and to review the calculation of the Actual Retention BonusesAssumed Liabilities, the Actual Sales Bonuses and the Actual U.K. Funding Amount, the Company will provide to Seller and Seller's accountants prompt and full access to the personnel, accountants and books and records of the Acquired Companies (and shall provide copies of the applicable portions of such books and records as may be reasonably requested), to the extent reasonably related to the preparation of the Closing Balance Sheet and the calculation of the Closing Net Working Capital Amount, the Closing Indebtedness, the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, and the Net Interim Period Adjustment Amount (and the elements of such calculation)itemized by payee.

Closing Balance Sheet. As soon as reasonably practicable following the Closing Date, and but in any event within one hundred thirty days sixty (13060) days thereafter, the Company Buyer Parties shall prepare and deliver to Seller (i) a consolidated balance sheet the Balance Sheet of the Included Subsidiaries Seller as of the close of business on the date immediately prior to the Closing Date (the "“Closing Balance Sheet"”), which shall be prepared in good faith in accordance with generally accepted accounting principles in the United States (“GAAP”) consistent with the Audited Financial Statements, and (ii) a consolidated balance sheet calculation of the Company Seller’s Working Capital as of the close of business on the date immediately prior to the Closing Date, (iii) a calculation of the "Closing Net Working Capital Amount", which shall equal the Net Working Capital Amount as reflected be prepared in good faith based on the Closing Balance Sheet minus in a manner consistent with the Target Net Working Capital Amount Schedule (including the “Closing Working Capital”). Notwithstanding the foregoing, the Inventory line item components thereof, together with reasonable back-up information providing the basis for such balance sheet and calculations), (iv) the amount of outstanding Indebtedness outstanding as of the close of business on the date immediately prior to the Closing Date minus any such Indebtedness to be paid at any time prior to the Closing or that will be paid by Seller at the Closing plus any Indebtedness incurred on the Closing Date that remains outstanding immediately after the Closing (the "Closing Indebtedness") which Closing Indebtedness shall include the actual amount of the U.K. Loans and the Esterhazy Loan immediately prior to the Closing, (including the components thereof, together with reasonable back up information); (v) a calculation of the amount of Retention Bonuses that would have been paid by the Acquired Companies to the Employees, in accordance with the terms of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus the amount of the Retention Bonuses that were not rolled-over into the Senior Executive Plan (such sum being referred to as the "Actual Retention Bonuses"), (vi) a statement of the actual amount of the sales bonuses set forth on Section 3.16(a)(iii) of the Seller Disclosure Letter that would have been paid to the Employees in accordance with the terms of such Sales Bonuses had such Sales Bonuses not been "rolled over" into the Senior Executive Plan or that were payable (and not paid by Seller prior to Closing) (the "Actual Sales Bonuses"), (vii) a calculation of the funding level of the U.K. Plan, at Closing, and the Actual U.K. Funding Amount as prepared by the Salt Union Limited's actuary in the U.K. consistent with its prior practice and (viii) a calculation of the Net Interim Period Adjustment Amount (which calculation shall set forth, for the Interim Period and the Offset Period, if any, a calculation of the Interim Period EBITDA generated, a calculation of the Interim Period Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment Amounts). The Closing Balance Sheet, the Interim Period EBITDA, and the Interim Period Capital Expenditures shall be prepared in accordance with GAAP and on a basis consistent with the preparation of the Company Financial Statements (except as specified in the definition of Interim Period EBITDA). In order for Seller to review the Closing Balance Sheet and calculate shall be equal to the Inventory line item set forth on the September 30, 2008 Working Capital calculation on the Working Capital Schedule, subject only to any physical count adjustments arising from the physical inventory to be completed following the Closing Net Working Capital Amountreflecting changes only in quantity or damaged goods as compared to the inventory listed on Schedule 4.23, which adjustments shall be made based upon the unit values set forth on Schedule 4.23 (which unit values are reflected in the Books and Records of Seller). At the Buyer Parties’ request, Seller (i) shall assist, and shall cause its Representatives to assist, the Closing Indebtedness, the Net Interim Period Adjustment Amount (Buyer Parties and the elements of such calculation) and to review the calculation of the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, the Company will provide to Seller and Seller's accountants prompt and full access to the personnel, accountants and books and records of the Acquired Companies (and shall provide copies of the applicable portions of such books and records as may be reasonably requested), to the extent reasonably related to their Representatives in the preparation of the Closing Balance Sheet and (ii) shall provide the calculation Buyer Parties and their Representatives with all information reasonably requested by them in connection therewith, including schedules of accounts receivable aging, accounts payable, accrued liabilities, Inventory and Fixtures and Equipment (net of depreciation and amortization expense), and a schedule of all prepayments, advance payments or prepaid expenses (including any prepaid rents and prepaid insurance premiums relating to any Acquired Employee Plan), in each case as of the Closing Net Working Capital Amount, the Closing Indebtedness, the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, and the Net Interim Period Adjustment Amount (and the elements of such calculation)Date.

Closing Balance Sheet. As soon as reasonably practicable following the Closing Date, and in any event within one hundred thirty days (130) 30 days thereafter, the Company Seller shall prepare and deliver to Seller the Buyer and the Committee (i) a consolidated the unaudited balance sheet of the Included Subsidiaries PFI Business as of the close of business on the date immediately prior to the Closing Date (the "Closing Balance Sheet") as prepared by Xxxxx Xxxxxxxx LLP ("Seller's Accountants"), together with the reports and work papers of Seller's Accountants, and (ii) a consolidated balance sheet calculation of (A) the Company sum of accounts receivable and inventory less (B) accounts payable (such calculation, "Net Working Capital") as of the close of business reflected on the date immediately prior to the Closing Date, Balance Sheet (iii) a calculation of the "Closing Net Working Capital Amount", which shall equal the Net Working Capital Amount as reflected on the Closing Balance Sheet minus the Target Net Working Capital Amount ) (including the line item components thereof, together with reasonable back-up information providing the basis for such balance sheet and calculationscalculation), (iv) the amount of outstanding Indebtedness outstanding . Except as of the close of business on the date immediately prior to the Closing Date minus any such Indebtedness to be paid at any time prior to the Closing or that will be paid by Seller at the Closing plus any Indebtedness incurred on the Closing Date that remains outstanding immediately after the Closing (the "Closing Indebtedness") which Closing Indebtedness shall include the actual amount of the U.K. Loans and the Esterhazy Loan immediately prior to the Closing, (including the components thereof, together with reasonable back up information); (v) a calculation of the amount of Retention Bonuses that would have been paid by the Acquired Companies to the Employees, in accordance with the terms of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus the amount of the Retention Bonuses that were not rolled-over into the Senior Executive Plan (such sum being referred to as the "Actual Retention Bonuses"), (vi) a statement of the actual amount of the sales bonuses set forth on in Section 3.16(a)(iii2.5(a) of to the Seller Disclosure Letter that would have been paid to Schedule, the Employees in accordance with Closing Balance Sheet and the terms of such Sales Bonuses had such Sales Bonuses not been "rolled over" into the Senior Executive Plan or that were payable (and not paid by Seller prior to Closing) (the "Actual Sales Bonuses"), (vii) a calculation of the funding level of the U.K. Plan, at Closing, and the Actual U.K. Funding Amount as prepared by the Salt Union Limited's actuary in the U.K. consistent with its prior practice and (viii) a calculation of the Net Interim Period Adjustment Amount (which calculation shall set forth, for the Interim Period and the Offset Period, if any, a calculation of the Interim Period EBITDA generated, a calculation of the Interim Period Working Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment Amounts). The Closing Balance Sheet, the Interim Period EBITDA, and the Interim Period Capital Expenditures shall be prepared in accordance with GAAP generally accepted accounting principles and practices of the United States in effect from time to time ("GAAP"), and on a basis consistent with the preparation of the Company Financial Statements (except and with the calculations used to determine the Target Net Working Capital, including appropriate closing adjustments as specified in if the definition of Interim Period EBITDA)Closing were at a fiscal year end. In order for the Seller to review prepare the Closing Balance Sheet and calculate the Closing Net Working Capital AmountSheet, the Closing Indebtedness, the Net Interim Period Adjustment Amount (and the elements of such calculation) and to review the calculation of the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, the Company Buyer will provide to the Seller and the Seller's accountants employees, Seller's Accountant and other advisors prompt and full on-site access as shall be reasonable under the circumstances to the personnelpersonnel and books, accountants records, work papers and books and records all other supporting accounting documents of the Acquired Companies PFI Business (and shall provide copies of the applicable portions of such books books, records, work papers and records other supporting accounting documents as may be reasonably requested), to the extent reasonably related to the preparation of the Closing Balance Sheet and the calculation of the Closing Net Working Capital Amount. The Seller shall also give the Buyer and its representatives, including Ernst & Young ("Buyer's Accountant"), access to all work papers and all other supporting accounting documents of the PFI Business related to the preparation of the Closing Balance Sheet. In addition, the Buyer and its representatives, including Buyer's Accountant, shall be entitled to ask questions, receive answers and request such other data and information from the Seller and Seller's Accountant as shall be reasonable under the circumstances. The Seller shall also cause Seller's Accountant to provide to Buyer's Accountant access to work papers prepared pursuant to the audit of the Closing Indebtedness, the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, and the Net Interim Period Adjustment Amount (and the elements of such calculation)Balance Sheet.

Closing Balance Sheet. As soon as reasonably practicable following Within 30 calendar days after the Closing Date, and in any event within one hundred thirty days (130) days thereafter, the Company Xxxxxxxx Motorcoach shall prepare and deliver to Seller (i) a consolidated balance sheet of the Included Subsidiaries Assets and Permitted Liabilities as of the close of business on the date immediately prior to the Closing Date Effective Time (the "Closing Balance Sheet"), (ii) a consolidated balance sheet of the Company as of the close of business on the date immediately prior to the Closing Date, (iii) a calculation of the "Closing Net Working Capital Amount", which shall equal the Net Working Capital Amount as reflected on the Closing Balance Sheet minus the Target Net Working Capital Amount (including the line item components thereof, together with reasonable back-up information providing the basis for such balance sheet and calculations), (iv) the amount of outstanding Indebtedness outstanding as of the close of business on the date immediately prior to the Closing Date minus any such Indebtedness to be paid at any time prior to the Closing or that will be paid by Seller at the Closing plus any Indebtedness incurred on the Closing Date that remains outstanding immediately after the Closing (the "Closing Indebtedness") which Closing Indebtedness shall include the actual amount of the U.K. Loans and the Esterhazy Loan immediately prior to the Closing, (including the components thereof, together with reasonable back up information); (v) a calculation of the amount of Retention Bonuses that would have been paid by the Acquired Companies to the Employees, in accordance with the terms of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus the amount of the Retention Bonuses that were not rolled-over into the Senior Executive Plan (such sum being referred to as the "Actual Retention Bonuses"), (vi) a statement of the actual amount of the sales bonuses set forth on Section 3.16(a)(iii) of the Seller Disclosure Letter that would have been paid to the Employees in accordance with the terms of such Sales Bonuses had such Sales Bonuses not been "rolled over" into the Senior Executive Plan or that were payable (and not paid by Seller prior to Closing) (the "Actual Sales Bonuses"), (vii) a calculation of the funding level of the U.K. Plan, at Closing, and the Actual U.K. Funding Amount as prepared by the Salt Union Limited's actuary in the U.K. consistent with its prior practice and (viii) a calculation of the Net Interim Period Adjustment Amount (which calculation shall set forth, for the Interim Period and the Offset Period, if any, a calculation of the Interim Period EBITDA generated, a calculation of the Interim Period Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment Amounts). The Closing Balance Sheet, the Interim Period EBITDA, and the Interim Period Capital Expenditures Sheet shall be prepared in all respects in accordance with GAAP GAAP, including but not limited to reflecting all proper accruals for Permitted Liabilities (excluding accruals for all Taxes that are not Permitted Liabilities relating to the period up to the Effective Time) that have been incurred by Xxxxxxxx Motorcoach, and on a basis consistent with shall present fairly the preparation Assets and Permitted Liabilities of Xxxxxxxx Motorcoach as of the Company Financial Statements (except as specified in the definition Effective Time. Within 15 calendar days after delivery to Xxxxxxxx Motorcoach of Interim Period EBITDA). In order for Seller to review the Closing Balance Sheet and calculate the Closing Net Working Capital Amount, the Closing Indebtedness, the Net Interim Period Adjustment Amount (and the elements of such calculation) and to review the calculation of the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, the Company will provide to Seller and Seller's accountants prompt and full access to the personnel, accountants and books and records of the Acquired Companies (and shall provide copies of the applicable portions of such books and records as may be reasonably requested), to the extent reasonably related to the preparation an audit of the Closing Balance Sheet and by McGladrey & Xxxxxx, LLP or other auditors acceptable to Featherlite, Xxxxxxxx Motorcoach will notify Featherlite in writing of any objections that it may have to the calculation Closing Balance Sheet. The fees of McGladrey & Xxxxxx, LLP or other auditor selected by Featherlite for such audit of the Closing Net Working Capital AmountBalance Sheet shall be paid directly by Featherlite. If no such objections are made, the Closing IndebtednessBalance Sheet will be deemed approved for all purposes, including the determination of the amounts of the Permitted Liabilities and Negative Net Worth. If any such objections are made and cannot be resolved within an additional period of 10 calendar days, the Actual Retention Bonusesdispute shall immediately be referred to by a firm of independent accountants jointly selected by Xxxxxxxx Motorcoach and Featherlite and if they cannot agree to such a firm designated by the chief judge of the courts for the County of Tulsa, Oklahoma (the Actual Sales Bonuses "Arbitration Firm"). The determination of such Arbitration Firm with respect to such dispute, shall be conclusive and binding on Featherlite, Xxxxxxxx Motorcoach and the Actual U.K. Funding Amount, and the Net Interim Period Adjustment Amount (and the elements Shareholders. The fees of such calculation)Arbitration Firm shall be paid one-half each by Featherlite and Xxxxxxxx Motorcoach.

Closing Balance Sheet. As soon promptly as reasonably practicable following after the Closing DateEffective Time (but in no event more than 60 days after the Effective Time), and in any event within one hundred thirty days (130) days thereafter, the Company shall TBC will prepare and deliver to Seller (i) a the Payment Agent and Buyer the fiscal 1996 audited consolidated balance sheet financial statements for the fiscal year ended March 31, 1996 of TBC and the Included TBC Subsidiaries as of the close of business on the date immediately prior to the Closing Date (the "Closing Balance SheetCLOSING FINANCIAL STATEMENTS"), (ii) a consolidated prepared in accordance with GAAP, including notes thereto, and audited by Xxxxxx Xxxxxxxx, LLP. The Closing Financial Statements shall be obtained at the expense of TBC. The balance sheet contained in the Closing Financial Statements shall be referred to herein as the "CLOSING BALANCE SHEET." The Payment Agent and Buyer, and their respective firms of independent public accountants (as designated by the Payment Agent ("IMR'S ACCOUNTANTS") and as designated by Buyer ("DELOITTE")), if any, will be entitled to reasonable access during normal business hours to the relevant records and working papers of TBC and Xxxxxx Xxxxxxxx, LLP to aid in their review of the Company as Closing Financial Statements. The Payment Agent shall be responsible for all costs of IMR's Accountants. Buyer shall be responsible for all costs of Deloitte. The Closing Financial Statements shall be deemed to be accepted by IMR and Buyer and shall be conclusive for the purposes of the close of business on Purchase Price Adjustment, except to the extent, if any, that the Payment Agent or Buyer shall deliver, within thirty (30) days after the date immediately prior on which the Closing Financial Statements are delivered to the Closing DatePayment Agent and the Buyer, a written notice to TBC from either or both the Payment Agent or Buyer, as applicable, with a copy to the other Party stating each and every item to which the Payment Agent or Buyer takes exception as not being in accordance with GAAP or as having computational errors, specifying in detail the nature and extent of any such exception (iiiit being understood that any amounts not disputed shall be paid promptly). The change item or items taken exception to by the Payment Agent or Buyer must include all identified positive and negative improperly recorded or unrecorded adjustments that individually are in excess of $65,000 and, in the aggregate, result in a net reduction of stockholders' equity in excess of $65,000. If a change proposed by IMR or Buyer is disputed by the other Party, then TBC, the Payment Agent and Buyer shall negotiate in good faith to resolve such dispute. If, after a period of thirty (30) a calculation of the "Closing Net Working Capital Amount", which shall equal the Net Working Capital Amount as reflected on the Closing Balance Sheet minus the Target Net Working Capital Amount (including the line item components thereof, together with reasonable back-up information providing the basis for such balance sheet and calculations), (iv) the amount of outstanding Indebtedness outstanding as of the close of business on days following the date immediately prior on which the Payment Agent or Buyer gives notice to TBC and the Closing Date minus other Party of any proposed change, any such Indebtedness to be paid at any time prior to proposed change still remains disputed, then the Closing or that will be paid by Seller at the Closing plus any Indebtedness incurred on the Closing Date that remains outstanding immediately after the Closing Payment Agent and Buyer shall together choose an independent firm of public accountants of nationally recognized standing (the "Closing IndebtednessACCOUNTING FIRM") which Closing Indebtedness to resolve any remaining disputes. The Accounting Firm shall include the actual amount act as an arbitrator to determine, applying its expertise and knowledge of the U.K. Loans both general accounting principles and the Esterhazy Loan immediately prior to the Closingindustry in question, (including the components thereof, together with reasonable back up information); (v) a calculation of the amount of Retention Bonuses that would have been paid based on workpapers and presentations by the Acquired Companies to Payment Agent and Buyer, and not by independent review of facts, only those issues still in dispute. In reaching its decisions the Employees, Accounting Firm shall use the lowest amount or amounts asserted by a Party as a floor and the highest amount or amounts asserted by a Party as a ceiling in the determination of all disputes. The Accounting Firm's decision shall fall within the parameters set by those amounts and shall be final and binding and shall be in accordance with the terms provisions of this Section 3.1. The fees and expenses of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus the amount of the Retention Bonuses that were not rolled-over into the Senior Executive Plan (such sum being referred to as the "Actual Retention Bonuses"), (vi) a statement of the actual amount of the sales bonuses set forth on Section 3.16(a)(iii) of the Seller Disclosure Letter that would have been paid to the Employees in accordance with the terms of such Sales Bonuses had such Sales Bonuses not been "rolled over" into the Senior Executive Plan or that were payable (and not paid by Seller prior to Closing) (the "Actual Sales Bonuses"), (vii) a calculation of the funding level of the U.K. Plan, at Closing, and the Actual U.K. Funding Amount as prepared by the Salt Union Limited's actuary in the U.K. consistent with its prior practice and (viii) a calculation of the Net Interim Period Adjustment Amount (which calculation shall set forth, for the Interim Period and the Offset PeriodAccounting Firm, if any, a calculation shall be paid equally by the Payment Agent and Buyer; PROVIDED, HOWEVER, that, if the Accounting Firm determines that either Party's position is, in all material respects, correct, then the other Party shall pay the fees charged by the Accounting Firm in connection with any such determination. Interest on any unpaid portion of any Purchase Price Adjustment shall be accrued at an annual rate of 10% from the date of notice of such dispute through the date of payment of such unpaid amount. Such interest shall be remitted by the Payment Agent together with the amount, if any, of the Interim Period EBITDA generated, a calculation portion of the Interim Period Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment Amounts). The Closing Balance Sheet, the Interim Period EBITDA, and the Interim Period Capital Expenditures shall adjustment described in this Section 3.1 remaining to be prepared in accordance with GAAP and on a basis consistent with the preparation of the Company Financial Statements (except as specified in the definition of Interim Period EBITDA). In order for Seller to review the Closing Balance Sheet and calculate the Closing Net Working Capital Amount, the Closing Indebtedness, the Net Interim Period Adjustment Amount (and the elements of such calculation) and to review the calculation of the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, the Company will provide to Seller and Seller's accountants prompt and full access to the personnel, accountants and books and records of the Acquired Companies (and shall provide copies of the applicable portions of such books and records as may be reasonably requested), to the extent reasonably related to the preparation of the Closing Balance Sheet and the calculation of the Closing Net Working Capital Amount, the Closing Indebtedness, the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, and the Net Interim Period Adjustment Amount (and the elements of such calculation)paid.

Closing Balance Sheet. As soon as reasonably practicable following the Closing DateSeller shall, at Seller's cost and in any event within one hundred thirty days (130) days thereafterexpense, the Company shall prepare and deliver or cause to Seller (i) be prepared a consolidated balance sheet of the Included Subsidiaries Specified Assets and the Specified Liabilities (to the extent required by GAAP to be disclosed on a balance sheet) as of the close of business on the date immediately prior to the Closing Effective Date (the "Closing Balance Sheet")) in accordance with GAAP which shall fairly present in all material respects the Specified Assets and the Specified Liabilities. Seller shall deliver the Closing Balance Sheet to NCO within thirty (30) days after the Effective Date. On or before the date that Seller delivers the Closing Balance Sheet to NCO, Seller shall deliver to NCO detailed lists (ii"Closing Balance Sheet Lists") a consolidated of all of the Specified Assets and Specified Liabilities by balance sheet of the Company as of the close of business on the date immediately prior account, and with aggregate net balances equal to the Closing Date, (iii) a calculation of the "Closing Net Working Capital Amount", which shall equal the Net Working Capital Amount as reflected balances on the Closing Balance Sheet minus the Target Net Working Capital Amount (including the line item components thereof, together with reasonable back-up information providing the basis for such balance sheet and calculations), (iv) the amount of outstanding Indebtedness outstanding as of the close of business on the date immediately prior to the Closing Date minus any such Indebtedness to be paid at any time prior to the Closing or that will be paid by Seller at the Closing plus any Indebtedness incurred on the Closing Date that remains outstanding immediately after the Closing (the "Closing Indebtedness") which Closing Indebtedness shall include the actual amount of the U.K. Loans and the Esterhazy Loan immediately prior to the Closing, (including the components thereof, together with reasonable back up information); (v) a calculation of the amount of Retention Bonuses that would have been paid by the Acquired Companies to the Employees, in accordance with the terms of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus the amount of the Retention Bonuses that were not rolled-over into the Senior Executive Plan (such sum being referred to as the "Actual Retention Bonuses"), (vi) a statement of the actual amount of the sales bonuses set forth on Section 3.16(a)(iii) of the Seller Disclosure Letter that would have been paid to the Employees in accordance with the terms of such Sales Bonuses had such Sales Bonuses not been "rolled over" into the Senior Executive Plan or that were payable (and not paid by Seller prior to Closing) (the "Actual Sales Bonuses"), (vii) a calculation of the funding level of the U.K. Plan, at Closing, and the Actual U.K. Funding Amount as prepared by the Salt Union Limited's actuary in the U.K. consistent with its prior practice and (viii) a calculation of the Net Interim Period Adjustment Amount (which calculation shall set forth, for the Interim Period and the Offset Period, if any, a calculation of the Interim Period EBITDA generated, a calculation of the Interim Period Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment Amounts)Sheet. The Closing Balance SheetSheet Lists shall include, the Interim Period EBITDAbut not necessarily be limited to, lists of (a) Accounts Receivable, showing customer names, individual invoice dates, individual invoice amounts and the Interim Period Capital Expenditures shall be prepared in accordance with GAAP and on a basis consistent with the preparation of the Company Financial Statements (except as specified allowances for doubtful accounts, or, in the definition case of Interim Period EBITDAearned but not billed receivables, customer names and individual dates on which the receivables are billed (the "Receivable Lists"). In order for Seller ; (b) other current assets included in the Specified Assets, itemized by category and with appropriate explanation; (c) Tangible Property included in the Specified Assets, grouped as to review type, showing cost, accumulated depreciation and net book value; (d) Software and Intangibles included in the Closing Balance Sheet Specified Assets, showing cost or amount capitalized, accumulated amortization and calculate net book value; (e) accounts payable included in the Closing Net Working Capital AmountSpecified Liabilities, itemized by payee; (f) accrued expenses and reserves included in the Closing IndebtednessAssumed Liabilities, itemized by category and with appropriate explanation; (g) deferred revenues included in the Net Interim Period Adjustment Amount Assumed Liabilities, itemized by customer and dates by which revenue will be recognized; and (h) other current and long-term liabilities included in the elements of such calculation) and to review the calculation of the Actual Retention BonusesAssumed Liabilities, the Actual Sales Bonuses and the Actual U.K. Funding Amount, the Company will provide to Seller and Seller's accountants prompt and full access to the personnel, accountants and books and records of the Acquired Companies (and shall provide copies of the applicable portions of such books and records as may be reasonably requested), to the extent reasonably related to the preparation of the Closing Balance Sheet and the calculation of the Closing Net Working Capital Amount, the Closing Indebtedness, the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, and the Net Interim Period Adjustment Amount (and the elements of such calculation)itemized by payee.

Closing Balance Sheet. Prior to the Closing the parties shall review the financial records of the Company to determine the amount of the 2005 Tax Distribution. Buyer acknowledges that any financial information provided by the Company or Shareholders in connection with such determination will reflect the Company's best estimate of its accounts as of the date thereof. As soon as reasonably practicable following after the Closing Date (but not later than 90 days after the Closing Date), Buyer will prepare, and in any event within one hundred thirty days cause a recognized firm of independent accountants (130the "Auditors") days thereafterto audit and report upon, the Company shall prepare and deliver to Seller (i) a consolidated balance sheet of the Included Subsidiaries as of Company at the close of business on the date immediately prior Closing Date. Such balance sheet shall be referred to the Closing Date (herein as the "Closing Balance Sheet"), (ii) a consolidated balance sheet of the Company as of the close of business on the date immediately prior to the Closing Date, (iii) a calculation of the "Closing Net Working Capital Amount", which shall equal the Net Working Capital Amount as reflected on the Closing Balance Sheet minus the Target Net Working Capital Amount (including the line item components thereof, together with reasonable back-up information providing the basis for such balance sheet and calculations), (iv) the amount of outstanding Indebtedness outstanding as of the close of business on the date immediately prior to the Closing Date minus any such Indebtedness to be paid at any time prior to the Closing or that will be paid by Seller at the Closing plus any Indebtedness incurred on the Closing Date that remains outstanding immediately after the Closing (the "Closing Indebtedness") which Closing Indebtedness shall include the actual amount of the U.K. Loans and the Esterhazy Loan immediately prior to the Closing, (including the components thereof, together with reasonable back up information); (v) a calculation of the amount of Retention Bonuses that would have been paid by the Acquired Companies to the Employees, in accordance with the terms of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus the amount of the Retention Bonuses that were not rolled-over into the Senior Executive Plan (such sum being referred to as the "Actual Retention Bonuses"), (vi) a statement of the actual amount of the sales bonuses set forth on Section 3.16(a)(iii) of the Seller Disclosure Letter that would have been paid to the Employees in accordance with the terms of such Sales Bonuses had such Sales Bonuses not been "rolled over" into the Senior Executive Plan or that were payable (and not paid by Seller prior to Closing) (the "Actual Sales Bonuses"), (vii) a calculation of the funding level of the U.K. Plan, at Closing, and the Actual U.K. Funding Amount as prepared by the Salt Union Limited's actuary in the U.K. consistent with its prior practice and (viii) a calculation of the Net Interim Period Adjustment Amount (which calculation shall set forth, for the Interim Period and the Offset Period, if any, a calculation of the Interim Period EBITDA generated, a calculation of the Interim Period Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment Amounts). The Closing Balance Sheet, the Interim Period EBITDA, and the Interim Period Capital Expenditures shall Sheet will be prepared in accordance with GAAP and on a basis generally accepted accounting principles consistent with the accounting policies, practices and assumptions utilized by the Company in the preparation of its Stub Financials. Shareholders will provide the Company Financial Statements (except and the Auditors with such assistance as specified may be reasonably necessary in connection with the definition preparation and audit of Interim Period EBITDA). In order for Seller to review the Closing Balance Sheet and calculate and, in general, will cooperate with the Closing Net Working Capital Amount, the Closing Indebtedness, the Net Interim Period Adjustment Amount (Company and the elements of Auditors in facilitating such calculation) and to review the calculation of the Actual Retention Bonuses, the Actual Sales Bonuses audit and the Actual U.K. Funding Amount, Buyer shall consult with the Company will provide to Seller and Seller's accountants prompt and full access to the personnel, accountants and books and records of the Acquired Companies (and shall provide copies of the applicable portions of such books and records as may be reasonably requested), to the extent reasonably related to Shareholders during the preparation of the Closing Balance Sheet and shall allow the calculation Shareholders to observe the physical inventory taken in connection therewith. Immediately after the audit of the Closing Net Working Capital AmountBalance Sheet has been completed, the Buyer will cause the Auditors to determine the proper amount of the 2005 Tax Distribution. The Auditor's determination of the 2005 Tax Distribution at the Closing IndebtednessDate shall be delivered to the Shareholders no later than 90 days after the Closing Date (the "2005 Tax Distribution Statement"). During the 25-day period following the Shareholders' receipt of the 2005 Tax Distribution Statement, the Actual Retention BonusesShareholders' accountants will be permitted to review the audit working papers of the Auditors relating to the Closing Balance Sheet and will have access to the Company's personnel as may be reasonably necessary in connection therewith and, in general, the Actual Sales Bonuses Buyer will cooperate with the Shareholders and their accountants in facilitating such review. The 2005 Tax Distribution Statement shall become final and binding upon the parties on the twenty-fifth day following the Shareholders' receipt thereof unless a Shareholder gives written notice of disagreement as to the 2005 Tax Distribution Statement ("Notice of Disagreement") to the Buyer prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement. If a Notice of Disagreement is received in a timely manner, the 2005 Tax Distribution Statement, as it may be amended pursuant to clauses (x) and (y) below, shall become final and binding upon the parties on the earlier of (x) the date the parties resolve all differences they have with respect to any matter specified in the Notice of Disagreement and (y) the date all disputed matters are finally resolved by the Arbitrators or Third Arbitrator (as such terms are defined below). The 2005 Tax Distribution Statement that becomes final and binding on the parties in accordance with the terms of this Section is referred to herein as the "Final Statement". During the 15-day period following the delivery of any Notice of Disagreement, the parties shall attempt in good faith to resolve any differences which they may have. If, at the end of such 15-day period, the parties have not reached agreement on such matters, either the Shareholders or the Buyer shall submit the matters which remain in dispute to the arbitrators (the "Arbitrators"), for review and resolution. The Arbitrators shall be two persons or entities, one of which shall be selected by the Buyer and one of which shall be selected by the Shareholders. If within 20 days of receipt by the Arbitrators of the matters which remain in dispute, the Arbitrators have failed to resolve such matters, the Arbitrators shall mutually agree upon a third person or entity with offices in metropolitan New York (the "Third Arbitrator") to review and resolve the disputed matters. The decision of the Third Arbitrator with respect to all disputed matters shall be final and binding on the parties. The fees of each Arbitrator shall be borne by the party selecting such person or entity. The fees of the Third Arbitrator, if any, shall be borne fifty percent by the Buyer and fifty percent by the Shareholders. The fees of the Auditors incurred in connection with the audit of the Closing Balance Sheet and the Actual U.K. Funding Amountpreparation of the 2005 Tax Distribution Statement and in any arbitration shall be borne by the Company, and the Net Interim Period Adjustment Amount (fees of the Shareholders' accountants incurred in connection with their review of the Closing Balance Sheet and the elements 2005 Tax Distribution Statement and in any arbitration shall be borne by the Shareholders. If the amount of such calculation)the 2005 Tax Distribution reflected on the Final Statement is greater than the amount of the 2005 Tax Distribution as tentatively determined in accordance with Section 6.3, the excess shall be paid to the Shareholders by the Company pro-rata in proportion to their Shares held immediately before the Closing Date within thirty days of the determination of the Final Statement. If the amount of the 2005 Tax Distribution reflected on the Final Statement is less than the 2005 Tax Distribution as tentatively determined in accordance with Section 6.3, the Shareholders, other than Jorge Peragallo who shall be liable only for any excessive amount of xxx 0000 Xxx Xxstribution received by him, shall be jointly and severally liable to the Company for the shortfall which shall be paid by the Shareholders to the Company within ten days of the determination of the Final Statement.