Common use of Closing Date Statement Clause in Contracts

Closing Date Statement. (a) At least ten (10) Business Days prior to the Closing Date, Seller shall deliver to Buyer a written certificate executed by an officer of Seller (the “Closing Date Statement”) setting forth in reasonable detail Seller’s good faith calculation of the Closing Payment Amount and the components thereof determined in accordance with the Calculation Principles, as applicable, and as of the Reference Time, including: (i) the Redemption and Discharge Amount, including the Prepayment Premium (which, if available, shall include a confirmation of such amounts received from the Trustee), (ii) the Property Cash Price, (iii) Closing Funded Indebtedness, if any, (iv) the Property Adjustment Amount (the “Estimated Property Adjustment Amount”), if any, (v) the Closing Date Credit Amount (the “Estimated Closing Date Credit Amount”) and (vi) the Closing Date Working Capital (the “Estimated Closing Date Working Capital”). (b) The Closing Date Statement shall include such schedules and data with respect to the determinations set forth therein as may be reasonably appropriate to support the calculations set forth therein, including, without limitation, an updated rent roll dated as of the date of the Closing Date Statement, an arrears report and a current list of the Acquired Company Properties (with the only changes to the list of the Acquired Company Properties set forth on Section 3.02(p)(1) of the Seller Disclosure Letter as of the date of this Agreement being those Acquired Company Properties that were (i) acquired or sold (A) pursuant to any Acquisition Contract existing and in effect as of the date hereof and Previously Disclosed to Buyer, as set forth on Section 4.01(e) of the Seller Disclosure Letter, or (B) with Buyer’s prior written approval or (ii) subject to condemnation or eminent domain proceedings after the date hereof). (c) Following Seller’s delivery of the Closing Date Statement and prior to the Closing, Buyer shall be entitled to review and make reasonable comments to the matters and amounts set forth in the Closing Date Statement (and the components thereof), and in connection therewith, Parent or Seller shall provide Buyer and its Representatives with reasonable access to the books and records and relevant personnel and properties of the Acquired Companies, Seller and Parent to review such amounts, as Buyer may reasonably request; provided, that any such access shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Acquired Companies or their Representatives, and in such a manner as not to unreasonably interfere with the normal operations of the Acquired Companies, Seller, Parent or Newco. Parent shall consider Buyer’s comments to the Closing Date Statement in good faith prior to the Closing Date, provided that, in the event Parent and Buyer are unable to agree on any component of the Closing Date Statement prior to the Closing Date, the Closing Date Statement as prepared by Seller (as may have been updated by any mutual agreement of Buyer and Parent and including any disputed components thereof in such amounts as included in Seller’s initial Closing Date Statement (as applicable) shall control for purposes of the Closing, but without prejudice to the Parties’ rights under Section 2.04.

Closing Date Statement. (a) At least ten Within sixty (1060) Business Days prior days after Closing Date, Seller shall prepare and deliver to Buyer a written statement of the Base Purchase Price, Regulatory Obligation Amount and the Non-Regulated Construction Work in Process Amount ("Closing Date Statement"). (b) Within fifteen (15) days after receipt of the Closing Date Statement, Buyer shall, in a written notice to Seller, either accept the Closing Date Statement or describe in reasonable detail any proposed adjustments to the Closing Date Statement and the reasons therefore. If Seller shall not have received a notice of proposed adjustments within such fifteen (15) day period, Buyer will be deemed irrevocably to have accepted such Closing Date Statement. (c) Upon the acceptance of any Closing Date Statement by Buyer, the parties shall, based thereupon, calculate the amount equal to the sum of the Base Purchase Price, Regulatory Obligation Amount and Non-Regulated Construction Work in Process Amount (collectively, the "Purchase Price"). If the Purchase Price as finally determined above is greater than the Closing Date Amount, Buyer shall promptly, but no later than three (3) business days after such acceptance, pay to Seller the amount of such difference. If the Purchase Price as determined above is less than the Closing Date Amount, Seller shall promptly, but no later than three (3) business days after such acceptance, pay to Buyer the amount of such difference. (d) Seller and Buyer shall negotiate in good faith to resolve any disputes over any proposed adjustments to the Closing Date Statement, provided that if any such dispute is not resolved within thirty (30) days following Seller's receipt of the proposed adjustments, Buyer and Seller jointly shall select an independent public accounting firm that is nationally recognized in the United States to resolve such disputes in accordance with the standards set forth in this Section 3.3, which resolution shall be final and binding. The fees and expenses of such accounting firm shall be shared by Buyer and Seller in inverse proportion to the relative amounts of the disputed amount determined to be for the account of Buyer and Seller, respectively. (e) If Buyer disputes any portion of the Closing Date Statement, the parties shall calculate the portion of the Closing Statement that is not the subject of any dispute or proposed adjustment. If the undisputed portion of the Closing Statement (A) is greater than the respective estimated amounts paid on the Closing Date, Buyer shall promptly pay Seller the amount of such difference, or (B) is less than the respective estimated amounts paid on the Closing Date, Seller shall deliver promptly pay Buyer the amount of such difference. Payments with respect to Buyer a written certificate executed by an officer any undisputed portions of Seller these adjustments shall be made no later than three (the “Closing Date Statement”3) setting forth in reasonable detail Seller’s good faith calculation business days after delivery of notice of the Closing Payment Amount and the components thereof determined proposed adjustments. Upon resolution of any dispute over any proposed adjustments as described above in accordance with the Calculation Principles, as applicable, and as of the Reference Time, including: (i) the Redemption and Discharge Amount, including the Prepayment Premium (which, if available, shall include a confirmation of such amounts received from the TrusteeSection 3.3(d), a party which is determined to owe the other party an amount shall pay that amount promptly, but no later than three (ii3) the Property Cash Price, business days after resolution. (iiif) Closing Funded Indebtedness, if any, (iv) the Property Adjustment Amount (the “Estimated Property Adjustment Amount”), if any, (v) Any amount paid pursuant to this Section 3.3 after the Closing Date Credit Amount (the “Estimated Closing Date Credit Amount”) and (vi) shall bear interest from the Closing Date Working Capital (the “Estimated Closing Date Working Capital”). (b) The Closing Date Statement shall include such schedules and data with respect to the determinations set forth therein as may be reasonably appropriate to support the calculations set forth therein, including, without limitation, an updated rent roll dated as of through but excluding the date of payment, at a rate of eight percent (8%) per annum. Such interest shall accrue daily on the Closing Date Statement, an arrears report basis of a year of three hundred sixty-five (365) days and a current list the actual number of the Acquired Company Properties (days for which due and shall be payable together with the only changes to the list of the Acquired Company Properties set forth on Section 3.02(p)(1) of the Seller Disclosure Letter as of the date of this Agreement being those Acquired Company Properties that were (i) acquired or sold (A) amount payable pursuant to any Acquisition Contract existing and this Section 3.3. All amounts payable pursuant to this Section 3.3 shall be paid by delivery of immediately available funds in effect as U.S. dollars by wire transfer to, in the case of the date hereof and Previously Disclosed to amounts payable by Buyer, the account identified by Seller as set forth described in 3.2 above or to an alternate account that Seller may designate on Section 4.01(e) of the Seller Disclosure Letter, or (B) with Buyer’s prior written approval or (ii) subject to condemnation or eminent domain proceedings after the date hereof). (c) Following Seller’s delivery of the Closing Date Statement and prior to the Closing, Buyer shall be entitled to review and make reasonable comments to the matters and amounts set forth in the Closing Date Statement (and the components thereof), and in connection therewith, Parent or Seller shall provide Buyer and its Representatives with reasonable access to the books and records and relevant personnel and properties of the Acquired Companies, Seller and Parent to review such amounts, as Buyer may reasonably request; provided, that any such access shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Acquired Companies or their Representatives, and in such a manner as not to unreasonably interfere with the normal operations of the Acquired Companies, Seller, Parent or Newco. Parent shall consider Buyer’s comments to the Closing Date Statement in good faith prior to the Closing Date, provided thatand, in the event Parent and Buyer are unable case of amounts payable by Seller, to agree on any component of the Closing Date Statement prior to the Closing Date, the Closing Date Statement as prepared by Seller (as may have been updated by any mutual agreement such account of Buyer and Parent and including any disputed components thereof as Buyer shall designate in such amounts as included in writing to Seller’s initial Closing Date Statement (as applicable) shall control for purposes of the Closing, but without prejudice to the Parties’ rights under Section 2.04.

Closing Date Statement. (a) At least ten (10) Business Days prior to Not more than 60 days following the Closing Date, Seller shall deliver to Buyer a written certificate executed by Purchaser an officer unaudited statement as of Seller the Closing Date (the “"Closing Date Statement”") setting forth in reasonable detail Seller’s good faith calculation of the Closing Payment Amount and the components thereof determined that has been prepared in accordance with the Calculation Principlesprovisions of Section 2.06(a) and on a basis consistent with the methodologies and assumptions used in preparing the Initial Purchase Price Statement, as applicable, which shall set forth the net book value of tangible Purchased Assets and Prepaid Expenses as of the Reference Time, including: (i) the Redemption and Discharge Amount, including the Prepayment Premium (which, if available, shall include a confirmation of such amounts received from the Trustee), (ii) the Property Cash Price, (iii) Closing Funded Indebtedness, if any, (iv) the Property Adjustment Amount Date (the “Estimated Property Adjustment Amount”"Closing Purchase Price"), if any, (v) the Closing Date Credit Amount (the “Estimated Closing Date Credit Amount”) and (vi) the Closing Date Working Capital (the “Estimated Closing Date Working Capital”). (b) The Closing Date Statement shall include such schedules and data with respect to the determinations set forth therein as may be reasonably appropriate to support the calculations set forth therein, including, without limitation, an updated rent roll dated as of the date . Upon receipt of the Closing Date Statement, an arrears report Purchaser, and, if so desired by Purchaser and a current list at Purchaser's expense, Purchaser's independent accountant, shall be permitted during the succeeding 30-day period to examine, and Seller shall make available, the Books and Records of the Acquired Company Properties (Seller associated with the only changes to Business and any work papers and reconciliations prepared by Seller in the list of the Acquired Company Properties set forth on Section 3.02(p)(1) of the Seller Disclosure Letter as of the date of this Agreement being those Acquired Company Properties that were (i) acquired or sold (A) pursuant to any Acquisition Contract existing and in effect as of the date hereof and Previously Disclosed to Buyer, as set forth on Section 4.01(e) of the Seller Disclosure Letter, or (B) with Buyer’s prior written approval or (ii) subject to condemnation or eminent domain proceedings after the date hereof). (c) Following Seller’s delivery preparation of the Closing Date Statement. As promptly as practicable and in no event later than the last day of such 30-day period, Purchaser shall either inform Seller in writing that the Closing Date Statement and prior is acceptable, or object to the ClosingClosing Date Statement by delivering to Seller a written statement setting forth a specific description of Purchaser's objections to the Closing Date Statement (the "Statement of Objections"). If Purchaser shall fail to deliver a Statement of Objections within such 30-day period, Buyer the Closing Date Statement shall be entitled deemed to review and make reasonable comments have been accepted by Purchaser. In the event that Purchaser shall object to the matters Closing Date Statement as provided above, Seller and Purchaser shall attempt in good faith to resolve any such objections within 15 days of Seller's receipt of Purchaser's Statement of Objections. If Seller and Purchaser shall be unable to resolve the matter within such 15-day period, they shall, within 15 days thereafter, engage Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇ resolve any unresolved objections of Purchaser and to make any adjustments to the unresolved items on the Closing Date Statement. In making its determination with respect to whether any such adjustments are appropriate, such accountant shall evaluate those items or amounts set forth in the Closing Date Statement (as to which Purchaser has objected and shall determine whether such items have been prepared in accordance with the components provisions of Section 2.06(a). The fees of such firm shall be borne by Seller if Purchaser's calculation of disputed amounts as set forth in the Statement of Objections is closer to such accountant's final determination than Seller's calculation thereof), and in connection therewith, Parent or Seller shall provide Buyer and its Representatives with reasonable access by Purchaser if the Seller's calculation is closer to the books and records and relevant personnel and properties that of the Acquired Companies, such accountant's final determination. Seller and Parent Purchaser and their respective accountants shall each make readily available to review such amounts, as Buyer may reasonably request; provided, that any such access shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Acquired Companies or their Representatives, firm all relevant Books and in such a manner as not to unreasonably interfere with the normal operations of the Acquired Companies, Seller, Parent or Newco. Parent shall consider Buyer’s comments Records and work papers prepared by them relating to the Closing Date Statement in good faith prior as may be requested by such firm to resolve the Closing Date, provided that, in disputes. Such firm's resolution of the event Parent dispute and Buyer are unable its adjustments to agree on any component of the Closing Date Statement prior to shall be conclusive and binding upon the Closing Date, the Closing Date Statement as prepared by Seller (as may have been updated by any mutual agreement of Buyer and Parent and including any disputed components thereof in such amounts as included in Seller’s initial Closing Date Statement (as applicable) shall control for purposes of the Closing, but without prejudice to the Parties’ rights under Section 2.04parties.

Closing Date Statement. Not less than two (a) At least ten (102) Business Days prior to before the Closing Date, Seller the Shareholder shall deliver to Buyer the Purchaser a written certificate executed by an officer of Seller statement (the “Closing Date Statement”) setting ), signed by the Vice President of Finance of the Shareholder, which sets forth in reasonable detail Sellerthe Shareholder’s good faith calculation best estimate of the Closing Payment Amount and the components thereof determined in accordance with the Calculation Principles, as applicable, and as of the Reference Time, including: (iA) the Redemption and Discharge Amount, including the Prepayment Premium (which, if available, shall include a confirmation of such amounts received from the Trustee), (ii) the Property Cash Price, (iii) Closing Funded Indebtedness, if any, (iv) the Property Adjustment Amount (the “Estimated Property Adjustment Amount”), if any, (v) the Closing Date Credit Amount (the “Estimated Closing Date Credit Amount”) and (vi) the Closing Date Net Working Capital (the “Estimated Closing Date Working Capital”). , and (bB) the Estimated Working Capital Surplus, if any, or the Estimated Working Capital Deficit, if any. The Closing Date Statement shall include such be prepared in good faith in accordance with GAAP, except as otherwise provided in the definition of Net Working Capital. The Closing Date Statement shall be accompanied by supporting or back-up schedules and data documentation. If Purchaser has any disagreements regarding whether the Closing Date Statement was prepared in accordance with respect this Section 3.2, the Purchaser shall contact the Shareholder at least one Business Day before the Closing Date, and in such case the Shareholder and the Purchaser shall attempt in good faith to resolve any disagreements. If the Purchaser and the Shareholder agree on changes to the determinations set forth therein as may Shareholders’ proposed Closing Date Statement, then the Closing Date Statement will be reasonably appropriate revised by the Shareholder to support the calculations set forth therein, including, without limitation, an updated rent roll dated as of the date of give effect to such changes (and the Closing Date Statement, an arrears report and a current list of the Acquired Company Properties (with the only changes as so revised, shall be deemed to the list of the Acquired Company Properties set forth on Section 3.02(p)(1) of the Seller Disclosure Letter as of the date of this Agreement being those Acquired Company Properties that were (i) acquired or sold (A) pursuant to any Acquisition Contract existing and in effect as of the date hereof and Previously Disclosed to Buyer, as set forth on Section 4.01(e) of the Seller Disclosure Letter, or (B) with Buyer’s prior written approval or (ii) subject to condemnation or eminent domain proceedings after the date hereof). (c) Following Seller’s delivery of be the Closing Date Statement for all purposes herein). If the Purchaser and prior the Shareholder do not agree on changes to the ClosingClosing Date Statement, Buyer shall be entitled to review and make reasonable comments to the matters and amounts set forth in then the Closing Date Statement (and initially delivered by the components thereof), and in connection therewith, Parent or Seller shall provide Buyer and its Representatives with reasonable access to the books and records and relevant personnel and properties of the Acquired Companies, Seller and Parent to review such amounts, as Buyer may reasonably request; provided, that any such access Shareholder shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Acquired Companies or their Representatives, and in such a manner as not deemed to unreasonably interfere with the normal operations of the Acquired Companies, Seller, Parent or Newco. Parent shall consider Buyer’s comments to be the Closing Date Statement in good faith prior to the Closing Date, provided that, in the event Parent and Buyer are unable to agree on any component of the Closing Date Statement prior to the Closing Date, the Closing Date Statement as prepared by Seller (as may have been updated by any mutual agreement of Buyer and Parent and including any disputed components thereof in such amounts as included in Seller’s initial Closing Date Statement (as applicable) shall control for purposes of the Closing, but without prejudice to the Parties’ rights under Section 2.04this Agreement.

Closing Date Statement. (a) At least ten (10) Business Days prior to Within 60 calendar days after the Closing Date, Seller shall prepare and deliver to Buyer a written certificate executed by an officer of Seller statement (with appropriate supporting documentation) (collectively, the “"Closing Date Statement”") setting forth in reasonable detail Seller’s good faith calculation of the Closing Payment Net Working Capital, the Capital Expenditure Amount and the components thereof determined in accordance Sales Acquisition Cost calculated on a basis consistent with GAAP and the Calculation Principles, as applicable, accounting principles and as of the Reference Time, including: (i) the Redemption and Discharge Amount, including the Prepayment Premium (which, if available, shall include a confirmation of such amounts received from the Trustee), (ii) the Property Cash Price, (iii) Closing Funded Indebtedness, if any, (iv) the Property Adjustment Amount (the “Estimated Property Adjustment Amount”), if any, (v) the Closing Date Credit Amount (the “Estimated Closing Date Credit Amount”) and (vi) the Closing Date Working Capital (the “Estimated Closing Date Working Capital”methodologies set forth on Schedule 1.1(a). (b) The Closing Date Statement shall include such schedules and data with respect to the determinations set forth therein as may be reasonably appropriate to support the calculations set forth therein, including, without limitation, an updated rent roll dated as of the date Within 30 calendar days after receipt of the Closing Date Statement, an arrears report and Buyer shall, in a current list of the Acquired Company Properties (with the only changes written notice to the list of the Acquired Company Properties set forth on Section 3.02(p)(1) of the Seller Disclosure Letter as of the date of this Agreement being those Acquired Company Properties that were (i) acquired or sold (A) pursuant to any Acquisition Contract existing and in effect as of the date hereof and Previously Disclosed to BuyerSeller, as set forth on Section 4.01(e) of the Seller Disclosure Letter, or (B) with Buyer’s prior written approval or (ii) subject to condemnation or eminent domain proceedings after the date hereof). (c) Following Seller’s delivery of either accept the Closing Date Statement and prior to the Closingor describe any objections (as permitted under this Section 2.3(b) with reasonable particularity). If Seller shall not have received a written notice of proposed adjustments within this 30 calendar day period, Buyer shall will be entitled deemed irrevocably to review and make reasonable comments to the matters and amounts set forth have accepted such Closing Date Statement. In addition, any item included in the Closing Date Statement (and the components thereof), and in connection therewith, Parent or Seller shall provide that is not objected to by Buyer and its Representatives with reasonable access to the books and records and relevant personnel and properties of the Acquired Companies, Seller and Parent to review such amounts, as Buyer may reasonably request; provided, that any such access particularity shall be conducted at a reasonable timedeemed to have been irrevocably accepted by Buyer ("Resolved Items") and any amounts included within such item shall be deemed to be final, under the supervision binding and conclusive. If Buyer notifies Seller of appropriate personnel of the Acquired Companies or their Representatives, and in such a manner as not to unreasonably interfere with the normal operations of the Acquired Companies, Seller, Parent or Newco. Parent shall consider Buyer’s comments its objections to the Closing Date Statement in accordance with this Section, the parties shall, within 10 calendar days (or such longer period as the parties may mutually agree) following such notice (the "Resolution Period"), attempt through representatives who are duly authorized to negotiate with respect to all outstanding differences to resolve their differences, and any written resolution by them as to any disputed amounts shall be final, binding and conclusive. (c) Any amounts remaining in dispute at the conclusion of the Resolution Period ("Unresolved Items") shall be submitted to binding arbitration in the state of Delaware for a resolution of the Unresolved Items. Except as otherwise provided in this Section 2.3(c), the arbitration shall be pursuant to the Commercial Arbitration Rules of the American Arbitration Association. (i) The arbitrator (the "Arbitrator") shall be selected by the parties in good faith prior to and in a timely fashion, but in no event later than 10 calendar days after the Closing Date, provided that, in expiration of the Resolution Period. In the event Parent and Buyer that the parties are unable to agree on the selection of the Arbitrator, either party may request the American Arbitration Association to appoint the Arbitrator. Prior to the commencement of hearings, the Arbitrator shall take an oath of impartiality. (ii) The arbitration proceedings and all testimony, filings, documents and information relating to or presented during the arbitration proceedings shall be deemed to be information subject to the confidentiality provisions of this Agreement. (iii) Any determination rendered pursuant to this Section 2.3(c) shall be final, conclusive and binding upon the parties and any component judgment thereon may be entered and enforced in any court of competent jurisdiction. The Arbitrator shall set forth in writing the deter- mination of the Unresolved Items and a calculation of the Closing Date Statement prior Net Working Capital, Capital Expenditure Amount or Sales Acquisition Cost, based upon the amount of Resolved Items and the Arbitrator's deter- minations of the Unresolved Items. (iv) Unless Buyer and Seller otherwise mutually agree in writing, Buyer and Seller shall share the fees and expenses of the Arbitrator based on the following formulas: (i) Seller shall pay a portion of such fees and expenses equal to the Closing Datetotal of such fees and expenses multiplied by a fraction, the Closing Date Statement as prepared by Seller (as may have been updated by any mutual agreement numerator of which is the dollar amount of Unresolved Items resolved in favor of Buyer and Parent and including any disputed components thereof in such amounts as included in Seller’s initial Closing Date Statement (as applicable) shall control for purposes the denominator of which is the Closing, but without prejudice to the Parties’ rights under Section 2.04.total dollar amount of Unresolved Items; and

Closing Date Statement. (a) At least ten Not later than three (103) Business Days prior to business days before the Closing Date, Seller shall the Company will deliver to Buyer Purchaser a written certificate executed by an officer of Seller statement (the “"Closing Date Statement”") setting which sets forth in reasonable detail Seller’s good faith calculation (A) the Cash Portion; (B) the determination of the Closing Payment Amount and adjustments to the components thereof determined in accordance with Cash Portion required under Section 2.2(b); (C) the Calculation Principles, as applicable, and as amount of the Reference Time, including: Cash Portion resulting from such adjustments; and (iD) the Redemption and Discharge Amountaccount of Shareholder for the wire transfer, including the Prepayment Premium (which, if available, shall include a confirmation of such amounts received from the Trusteepursuant to Section 2.4(b)(i), (ii) of the Property Cash PricePortion, (iii) Closing Funded Indebtedness, if any, (iv) the Property Adjustment Amount (the “Estimated Property Adjustment Amount”), if any, (v) the Closing Date Credit Amount (the “Estimated Closing Date Credit Amount”) and (vi) the Closing Date Working Capital (the “Estimated Closing Date Working Capital”adjusted as provided in Section 2.2(b). (b) The Not later than two (2) business days after receiving the Closing Date Statement, Purchaser will notify the Company of any adjustments to the Closing Date Statement shall include such schedules and data that Purchaser believes are appropriate. The Parties will negotiate in good faith the resolution of any differences with respect regard to the determinations set forth therein as may be reasonably appropriate adjustments. The Company will give Purchaser access to support all information related to the calculations set forth therein, including, without limitation, an updated rent roll dated as of the date determination of the Closing Date Statement, an arrears report and a current list of the Acquired Company Properties (with the only changes to the list of the Acquired Company Properties set forth on Section 3.02(p)(1) of the Seller Disclosure Letter as of the date of this Agreement being those Acquired Company Properties that were (i) acquired or sold (A) pursuant to any Acquisition Contract existing and in effect as of the date hereof and Previously Disclosed to Buyer, as set forth on Section 4.01(e) of the Seller Disclosure Letter, or (B) with Buyer’s prior written approval or (ii) subject to condemnation or eminent domain proceedings after the date hereof). (c) Following Seller’s delivery of the Closing Date Statement and prior to the Closing, Buyer shall be entitled to review and make reasonable comments to the matters and amounts set forth in The Parties agree that the Closing Date Statement (and the components thereof), and in connection therewith, Parent or Seller shall provide Buyer and its Representatives with reasonable access to the books and records and relevant personnel and properties of the Acquired Companies, Seller and Parent to review such amounts, as Buyer may reasonably request; provided, that any such access adjusted as provided herein) shall be conducted at a reasonable time, under final and conclusive. If the supervision of appropriate personnel of the Acquired Companies or their Representatives, and in such a manner as not to unreasonably interfere with the normal operations of the Acquired Companies, Seller, Parent or Newco. Parent shall consider Buyer’s comments to the Closing Date Statement in good faith prior to the Closing Date, provided that, in the event Parent and Buyer Parties are unable to agree on any component reach agreement concerning the amount of the Closing Date Statement prior to such adjustment, upon either Party's written request made by no later than two (2) days before the Closing Date, the Parties shall immediately submit the matter to an accounting firm to be mutually agreed upon by the Parties (the "Accounting Firm") to determine the final amount of such adjustments; provided, however, that, subject to the fulfillment of all other Closing Date Statement conditions set forth in this Agreement, the Closing shall take place as prepared by Seller otherwise herein provided. The amount of such adjustment in dispute shall be deducted from the Earnest Money and shall remain in escrow with Shareholder u▇▇▇▇ ▇▇ch dispute has been resolved as herein provided. (as may have been updated by any mutual agreement of Buyer and Parent and including any disputed components thereof in such amounts as included in Seller’s initial Closing Date Statement (as applicabled) shall control for purposes The fees of the Closing, but without prejudice Accounting Firm shall be borne equally by the Parties. (e) Each Party shall present a written statement of its position on the adjustments in question to the Accounting Firm within ten (10) days of submission of such matter thereto. The Accounting Firm shall make, within ten (10) days after the Parties’ rights under Section 2.04' presentation of their respective positions, a determination on all points of disagreement. Any determination by the Accounting Firm shall be conclusive and binding on the Parties, and shall be enforceable against any Party in any court of competent jurisdiction.

Closing Date Statement. (a) At least ten Not less than three (103) Business Days prior to the Closing Date, Seller the Company shall deliver to Buyer a written certificate executed by the Purchaser an officer of Seller (the “Closing Date Statement”) setting forth in reasonable detail Seller’s good faith calculation of the Closing Payment Amount and the components thereof determined in accordance with the Calculation Principles, as applicable, and as of the Reference Time, including: (i) the Redemption and Discharge Amount, including the Prepayment Premium (which, if available, shall include a confirmation of such amounts received from the Trustee), (ii) the Property Cash Price, (iii) Closing Funded Indebtedness, if any, (iv) the Property Adjustment Amount (the “Estimated Property Adjustment Amount”), if any, (v) the Closing Date Credit Amount estimated closing statement (the “Estimated Closing Date Credit AmountStatement”), signed by the Chief Financial Officer of the Company (on behalf and in the name of the Company), which sets forth in reasonable detail and in accordance with Section 3.2(c) and (vii) an estimate of each of the Adjustments as of the Closing Date Working Capital Date, (ii) based on the estimated Adjustments, a calculation of the Merger Consideration (the “Estimated Closing Date Working CapitalMerger Consideration”), (iii) the total number of shares of Common Stock outstanding immediately prior to the Effective Time (excluding any shares held as treasury stock) and the Estimated Per Share Merger Consideration, and (iv) the name of each Stockholder, the number of shares of Common Stock held by each such Stockholder, each such Stockholder’s Pro Rata Percentage, the aggregate amount of the Estimated Merger Consideration to be paid to each such Stockholder on the Closing Date. (b) The Closing Date Statement shall include such schedules and data with respect to the determinations set forth therein as may be reasonably appropriate to support the calculations set forth therein, including, without limitation, an updated rent roll dated as of the date of the Closing Date Statement, an arrears report and a current list of the Acquired Company Properties (with the only changes to the list of the Acquired Company Properties set forth on Section 3.02(p)(1) of the Seller Disclosure Letter as of the date of this Agreement being those Acquired Company Properties that were (i) acquired or sold (A) pursuant to any Acquisition Contract existing and in effect as of the date hereof and Previously Disclosed to Buyer, as set forth on Section 4.01(e) of the Seller Disclosure Letter, or (B) with Buyer’s prior written approval or (ii) subject to condemnation or eminent domain proceedings after the date hereof). (c) Following Seller’s delivery of the Closing Date Statement and prior to the Closing, Buyer shall be entitled to review and make reasonable comments to the matters and amounts set forth in the Closing Date Statement (and the components thereof), and in connection therewith, Parent or Seller shall provide Buyer the Purchaser and its Representatives with reasonable access to appropriate employees and advisors of the Company during normal business hours and access to such books and records and relevant personnel and properties of the Acquired Companies, Seller and Parent as may be reasonably requested by them to review such amounts, as Buyer may reasonably request; provided, that the information contained in the Estimated Closing Statement. The Company shall take into consideration any such access shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Acquired Companies or their Representatives, and in such a manner as not to unreasonably interfere with the normal operations of the Acquired Companies, Seller, Parent or Newco. Parent shall consider Buyer’s comments proposed revisions to the Estimated Closing Date Statement as are presented in good faith prior to by the Closing Date, provided that, in Purchaser. If the event Parent Company and Buyer the Purchaser are unable to agree on resolve any component of the Closing Date Statement prior dispute with respect to the Estimated Closing DateStatement, such dispute shall not under any circumstance delay the Closing, and the amounts set forth therein shall be calculated as set forth in the Estimated Closing Date Statement as prepared by Seller (as may have been updated by any mutual agreement of Buyer and Parent and including any disputed components thereof in such amounts as included in Seller’s initial Closing Date Statement (as applicable) shall control modified to reflect any revision mutually agreed upon by the Purchaser and the Company), for the purposes of the Closing. (c) The Parties agree that the calculation of the Adjustments contemplated by the Estimated Closing Statement and the Proposed Final Closing Statement will be performed in accordance with GAAP, but without prejudice consistent with the accounting methods, policies, principles, practices, procedures, classifications and estimation methodologies (whether with regard to reserves or otherwise) that were used in the Parties’ rights under Section 2.04preparation of the Annual Financial Statements as of and for the year ended December 31, 2016 and in the format set forth on Exhibit 1.1(a) and shall not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated by this Agreement.

Closing Date Statement. The Vendor shall produce and deliver to the Purchaser the Closing Date Statement no later than forty-five (a45) At least days after the Closing Date. The Purchaser shall cooperate reasonably with the Vendor in the preparation of the Closing Date Statement. The Purchaser shall be entitled to be represented at the taking of the physical count of the Inventory for the purposes of the preparation of the Closing Date Statement. The Purchaser may dispute any matter in the Closing Date Statement by sending a written notice ("Notice of Dispute") to the Vendor (which Notice of Dispute must state with reasonable detail the nature of the dispute) within fifteen (15) days of the delivery of such statement to the Purchaser. Senior representatives of the Vendor and the Purchaser shall promptly meet within ten (10) Business Days prior to the Closing Date, Seller shall deliver to Buyer a written certificate executed by an officer of Seller (the “Closing Date Statement”) setting forth in reasonable detail Seller’s good faith calculation of the Closing Payment Amount and the components thereof determined in accordance with the Calculation Principles, as applicable, and as of the Reference Time, including: (i) the Redemption and Discharge Amount, including the Prepayment Premium (which, if available, shall include a confirmation of such amounts received from the Trustee), (ii) the Property Cash Price, (iii) Closing Funded Indebtedness, if any, (iv) the Property Adjustment Amount (the “Estimated Property Adjustment Amount”), if any, (v) the Closing Date Credit Amount (the “Estimated Closing Date Credit Amount”) and (vi) the Closing Date Working Capital (the “Estimated Closing Date Working Capital”). (b) The Closing Date Statement shall include such schedules and data with respect to the determinations set forth therein as may be reasonably appropriate to support the calculations set forth therein, including, without limitation, an updated rent roll dated as days of the date of the Closing Date StatementNotice of Dispute to use their best efforts to amicably resolve any matters identified in the Notice of Dispute. If any such dispute shall not have been resolved by such individuals within fifteen (15) days following the date on which the Notice of Dispute is given, an arrears report and a current list then such unresolved matter shall be referred to the Third Party Auditors. The Parties shall use their reasonable efforts to ensure that the determination of the Acquired Company Properties Third Party Auditors shall be made within thirty (with the only changes to the list of the Acquired Company Properties set forth on Section 3.02(p)(130) of the Seller Disclosure Letter as of the date of this Agreement being those Acquired Company Properties that were (i) acquired or sold (A) pursuant to any Acquisition Contract existing and in effect as of the date hereof and Previously Disclosed to Buyer, as set forth on Section 4.01(e) of the Seller Disclosure Letter, or (B) with Buyer’s prior written approval or (ii) subject to condemnation or eminent domain proceedings days after the date hereof). (c) Following Seller’s delivery of matter has been referred to them. The Third Party Auditors shall allow each Party to present their respective position regarding the Closing Date Statement and prior the determination of the Closing Date Working Capital, and each Party shall have the right to present additional documents, materials and other information, and make an oral presentation to the ClosingThird Party Auditors regarding the dispute. The Third Party Auditors shall consider such additional documents, Buyer materials or other information and such oral presentations. Any such other documents, materials or other information shall be provided to the other Parties and each Party shall be entitled to review attend any such oral presentation, and make reasonable comments to reply thereto. If no Notice of Dispute is given within the matters and amounts set forth in fifteen (15) day delay prescribed above, then upon the expiry of such delay the Closing Date Statement (and the components thereof), and in connection therewith, Parent or Seller shall provide Buyer and its Representatives with reasonable access to the books and records and relevant personnel and properties of the Acquired Companies, Seller and Parent to review such amounts, as Buyer may reasonably request; provided, that any such access shall be conducted at final and binding on the Parties. If a reasonable timeNotice of Dispute is given in accordance with this Section 3.4, under the supervision of appropriate personnel of the Acquired Companies or their Representatives, and in such a manner as not to unreasonably interfere with the normal operations of the Acquired Companies, Seller, Parent or Newco. Parent shall consider Buyer’s comments to then the Closing Date Statement in good faith prior to the Closing DateStatement, provided that, in the event Parent and Buyer are unable to agree on any component as amended by agreement of the Closing Date Statement prior to Parties or decision of the Closing DateThird Party Auditors, shall be final and binding on the Closing Date Statement Parties as prepared by Seller (as may have been updated by any mutual of and from the date of the agreement of Buyer and Parent and including any disputed components thereof in such amounts as included in Seller’s initial Closing Date Statement (as applicable) shall control for purposes the Parties or the decision of the ClosingThird Party Auditors, but without prejudice to as the Parties’ rights under Section 2.04case may be. The fees and disbursements of any Third Party Auditors shall be shared equally by the Purchaser, on the one hand, and the Vendor, on the other hand.

Closing Date Statement. Not less than five (a) At least ten (105) Business Days prior to the Closing Date, Seller shall deliver prepare and deliver, or cause to be prepared and delivered, to Buyer a written certificate executed by an officer of Seller statement (the “Closing Date Statement”) ), together with reasonably detailed supporting documentation, setting forth in reasonable detail Seller’s good faith calculation of the Closing Payment Amount and the components thereof determined in accordance with the Calculation Principles, as applicable, and as of the Reference Time, includingof: (i) the Redemption amount of each of (A) Closing Company Cash, (B) Closing Company Indebtedness and Discharge Amount(C) Closing Company Transaction Expenses, including the Prepayment Premium (which, if available, shall include a confirmation of such amounts received from the Trustee), and (ii) on the Property Cash Pricebasis thereof, (iii) Closing Funded Indebtedness, if any, (iv) the Property Adjustment Amount (resulting calculation of the “Estimated Property Adjustment Amount”Purchase Price under Section 2.3(a), if any, (v) the Closing Date Credit Amount (the “Estimated Closing Date Credit Amount”) and (vi) the Closing Date Working Capital (the “Estimated Closing Date Working Capital”). (b) . The Closing Date Statement shall include such schedules will be prepared (x) in a manner consistent with the definitions of the terms Closing Company Cash, Closing Company Indebtedness, Closing Company Transaction Expenses, and data with respect Purchase Price (and the definitions of the defined terms contained therein), and (y) in good faith based on the books and records of the Company and its Subsidiaries and other available information. Prior to the determinations set forth therein as may be Closing Date, Seller shall (x) reasonably appropriate to support the calculations set forth therein, including, without limitation, an updated rent roll dated as of the date cooperate with Buyer and its Representatives in connection with their review of the Closing Date Statement, an arrears report including by making relevant individuals reasonably available to discuss any questions from the Buyer and a current list its Representatives at reasonable times during normal business hours and without undue disruption to the ordinary course conduct of the Acquired Company Properties (with the only changes business and operations of Seller or any of its Affiliates and provide information solely to the list of the Acquired Company Properties set forth on Section 3.02(p)(1) of the Seller Disclosure Letter as of the date of this Agreement being those Acquired Company Properties that were (i) acquired or sold (A) pursuant extent related to any Acquisition Contract existing and in effect as of the date hereof and Previously Disclosed to Buyer, as set forth on Section 4.01(e) of the Seller Disclosure Letter, or (B) with Buyer’s prior written approval or (ii) subject to condemnation or eminent domain proceedings after the date hereof). (c) Following Seller’s delivery preparation of the Closing Date Statement and prior reasonably requested in writing (with the basis for such request provided in reasonable detail), and (y) consider in good faith any reasonable comments of Buyer to the ClosingClosing Date Statement, Buyer shall be entitled to review and make reasonable comments to the matters and amounts set forth in the Closing Date Statement (and shall be updated to reflect any changes thereto mutually agreed by the components thereof), and in connection therewith, Parent or Seller shall provide Buyer and its Representatives with reasonable access to the books and records and relevant personnel and properties of the Acquired Companies, Seller and Parent to review such amounts, as Buyer may reasonably requestParties; provided, that any such access shall be conducted at a reasonable time, under comments from Buyer for which the supervision of appropriate personnel of the Acquired Companies or their Representatives, and in such a manner as not to unreasonably interfere with the normal operations of the Acquired Companies, Seller, Parent or Newco. Parent shall consider Buyer’s comments to the Closing Date Statement in good faith prior to the Closing Date, provided that, in the event Parent and Buyer Parties are unable to agree on any component of the Closing Date Statement prior to the Closing Date, reach mutual agreement shall be disregarded and such item(s) as reflected in the Closing Date Statement as prepared delivered by Seller (as may have been updated by any mutual agreement of Buyer and Parent and including any disputed components thereof in such amounts as included in Seller’s initial Closing Date Statement (as applicable) shall control be used for purposes of the Closing, but without prejudice to the Parties’ rights under Section 2.04.

Closing Date Statement. Within ninety (a90) At least ten (10) Business Days prior to days after the Closing Date, Buyer shall prepare and deliver, or cause to be prepared and delivered, to Seller shall deliver to Buyer a written certificate executed by an officer of Seller statement (the “Closing Date Statement”) ), together with reasonably detailed supporting documentation, setting forth in reasonable detail SellerBuyer’s good faith calculation of: (i) Closing Net Working Capital and the resulting Working Capital Increase or Working Capital Decrease, as the case may be, (ii) the amount of each of (A) Closing Company Cash, (B) Closing Company Indebtedness and (C) Closing Company Transaction Expenses, and (iii) using the amounts in the foregoing clauses (i) and (ii), the resulting calculation of the Purchase Price under Section 2.3(a). The Closing Payment Amount Date Statement will entirely disregard (A) any and all effects on the assets or liabilities of the Company and its Subsidiaries as a result of the transactions contemplated by this Agreement or any of the financing or refinancing arrangements entered into at any time by Buyer or any other transaction entered into by Buyer in connection with the consummation of the transactions contemplated by this Agreement and (B) any of the plans, transactions or changes that Buyer intends to initiate or make or cause to be initiated or made after the Closing with respect to the Company or any of its Subsidiaries or their respective businesses or assets, or any facts or circumstances that are unique or particular to Buyer or any of its Affiliates or any of their respective assets or liabilities. The Closing Date Statement and the components thereof determined calculations set forth therein shall be prepared in accordance with (x) the definitions of the terms Closing Net Working Capital, Working Capital Increase, Working Capital Decrease, Closing Company Cash, Closing Company Indebtedness, Closing Company Transaction Expenses, and Purchase Price (and the definitions of the defined terms contained therein) and (y) the Example Calculation and the Accounting Principles. The Closing Date Statement will be based solely on facts and circumstances as they exist as of the Effective Time or the Closing, as applicable, and will exclude the effect of any fact, event, change, circumstance, act, development or decision occurring after the Effective Time or the Closing, as of applicable. If, for any reason, Buyer fails to deliver the Reference Time, including: (i) Closing Date Statement within the Redemption and Discharge Amount, including the Prepayment Premium (which, if available, shall include a confirmation of such amounts received from the Trusteetime period required by this Section 2.4(b), the Estimated Closing Date Statement shall, at Seller’s election, constitute either (ii) the Property Cash Price, (iii) Closing Funded Indebtedness, if any, (iv) the Property Adjustment Amount (the “Estimated Property Adjustment Amount”), if any, (vx) the Closing Date Credit Amount (the “Estimated Closing Date Credit Amount”) Statement as if delivered by Buyer pursuant to this Section 2.4(b), and (vi) the Closing Date Working Capital (the “Estimated Closing Date Working Capital”). (b) The Closing Date Statement Seller shall include such schedules and data have all of its rights under this Section 2.4 with respect thereto, including the right to the determinations set forth therein as may be reasonably appropriate to support dispute the calculations set forth thereintherein in accordance with the provisions of this Section 2.4, includingor (y) the final, without limitation, an updated rent roll dated as binding and conclusive determination of the date of such amounts set forth therein and not subject to further review or dispute in accordance with Section 2.4(c). If the Closing Date StatementStatement indicates that the Purchase Price calculated under Section 2.3(a) is greater than the Estimated Purchase Price, an arrears report then (1) Buyer and a current list Seller will immediately deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release all of the Acquired Company Properties funds from the Adjustment Escrow Account to Seller, by wire transfer of immediately available funds to an account or accounts designated by Seller in such joint written instructions (with it being understood that such payment shall not limit the only changes rights of Seller pursuant to this Section 2.4) and (2) Buyer shall immediately pay to Seller an amount in cash equal to the list amount by which Buyer’s calculation of the Acquired Company Properties set forth on Section 3.02(p)(1) of the Seller Disclosure Letter as of the date of this Agreement being those Acquired Company Properties that were (i) acquired or sold (A) Purchase Price pursuant to any Acquisition Contract existing Section 2.3(a) and reflected in effect as the Closing Date Statement exceeds the Estimated Purchase Price, by wire transfer of immediately available funds to an account (or accounts) designated by Seller in writing prior to such payment date (it being understood that such payment shall not limit the date hereof rights of Seller pursuant to this Section 2.4). If the Closing Date Statement indicates the Purchase Price calculated pursuant to Section 2.3(a) and Previously Disclosed reflected in the Closing Date Statement is less than the Estimated Purchase Price by an amount that is less than the Adjustment Escrow Amount, then Buyer and Seller will immediately deliver joint written instructions to Buyer, as set forth on the Escrow Agent instructing the Escrow Agent to release from the Adjustment Escrow Account the amount by which the Adjustment Escrow Amount exceeds the difference between the Purchase Price calculated pursuant to Section 4.01(e2.3(a) of the Seller Disclosure Letter, or (B) with Buyer’s prior written approval or (ii) subject to condemnation or eminent domain proceedings after the date hereof). (c) Following Seller’s delivery of and reflected in the Closing Date Statement and prior the Estimated Purchase Price to the ClosingSeller, Buyer shall be entitled by wire transfer of immediately available funds to review and make reasonable comments to the matters and amounts set forth in the Closing Date Statement (and the components thereof), and in connection therewith, Parent an account or accounts designated by Seller shall provide Buyer and its Representatives with reasonable access to the books and records and relevant personnel and properties of the Acquired Companies, Seller and Parent to review such amounts, as Buyer may reasonably request; provided, that any such access shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Acquired Companies or their Representatives, and in such a manner as joint written instructions (it being understood that such payment shall not limit the rights of Seller pursuant to unreasonably interfere with the normal operations of the Acquired Companies, Seller, Parent or Newco. Parent shall consider Buyer’s comments to the Closing Date Statement in good faith prior to the Closing Date, provided that, in the event Parent and Buyer are unable to agree on any component of the Closing Date Statement prior to the Closing Date, the Closing Date Statement as prepared by Seller (as may have been updated by any mutual agreement of Buyer and Parent and including any disputed components thereof in such amounts as included in Seller’s initial Closing Date Statement (as applicable) shall control for purposes of the Closing, but without prejudice to the Parties’ rights under this Section 2.042.4).

Closing Date Statement. Within forty-five (a45) At least ten (10) Business Days prior to days after the ---------------------- Closing Date, Seller shall deliver to Buyer a written certificate executed by an officer of Seller statement (the “"Closing Date ------------ Statement”") setting forth in reasonable detail Seller’s good faith calculation of the Closing Payment Amount Off-Site Finished Product Inventory and Trade Receivables (as --------- defined below) of the components thereof determined in accordance with the Calculation Principles, as applicable, and Business as of the Reference Timeclose of business on the business day prior to the Closing Date (the "Closing Date Selected Current Assets"). As used ------------------------------------ herein, including: "Off-Site Finished Product ------------------------- Inventory and Trade Receivables" shall mean the book value of (i) the Redemption and Discharge Amount, including the Prepayment Premium (which, if available, shall include a confirmation of such amounts received from the Trustee), Off-Site ------------------------------- Finished Product Inventory plus (ii) trade accounts receivable of the Property Cash PriceBusiness, (iii) excluding any of the foregoing to the extent related to or arising from the Excluded Assets or the Retained Businesses. The Closing Funded IndebtednessDate Selected Current Assets shall be calculated in accordance with generally accepted accounting principles and, to the extent not inconsistent therewith, on a basis consistent with the principles, practices, methods and policies that have historically been applied by Seller when preparing its consolidated financial statements. The book value of the Off-Site Finished Product Inventory included on the Closing Date Statement shall, if the parties mutually agree, reflect a physical count of such inventory conducted on the business day prior to the Closing Date and shall exclude any Off-Site Finished Product Inventory which is obsolete or otherwise not usable or salable in the ordinary course of business. The physical count of the Off-Site Finished Product Inventory may be conducted by Seller and its representatives. In the alternative, the parties may agree to use the value of various working capital items as reflected in the books and records of the Seller. Buyer and its representatives shall have the right to observe the physical count, if any, (iv) of the Property Adjustment Amount (the “Estimated Property Adjustment Amount”), if any, (v) Off-Site Finished Product Inventory. After the Closing Date Credit Amount (Date, Buyer shall cause its employees to assist Seller and its representatives in the “Estimated Closing Date Credit Amount”) and (vi) the Closing Date Working Capital (the “Estimated Closing Date Working Capital”). (b) The Closing Date Statement shall include such schedules and data with respect to the determinations set forth therein as may be reasonably appropriate to support the calculations set forth therein, including, without limitation, an updated rent roll dated as of the date of the Closing Date Statement, an arrears report and a current list of the Acquired Company Properties (with the only changes to the list of the Acquired Company Properties set forth on Section 3.02(p)(1) of the Seller Disclosure Letter as of the date of this Agreement being those Acquired Company Properties that were (i) acquired or sold (A) pursuant to any Acquisition Contract existing and in effect as of the date hereof and Previously Disclosed to Buyer, as set forth on Section 4.01(e) of the Seller Disclosure Letter, or (B) with Buyer’s prior written approval or (ii) subject to condemnation or eminent domain proceedings after the date hereof). (c) Following Seller’s delivery preparation of the Closing Date Statement and prior shall provide to Seller and its representatives access at all reasonable times to the Closingpersonnel, Buyer shall be entitled to review and make reasonable comments to the matters and amounts set forth in the Closing Date Statement (and the components thereof)properties, and in connection therewith, Parent or Seller shall provide Buyer and its Representatives with reasonable access to the books and records and relevant personnel and properties of the Acquired Companies, Seller and Parent to review Business for such amounts, as Buyer may reasonably request; provided, that any such access shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Acquired Companies or their Representatives, and in such a manner as not to unreasonably interfere with the normal operations of the Acquired Companies, Seller, Parent or Newco. Parent shall consider Buyer’s comments to the Closing Date Statement in good faith prior to the Closing Date, provided that, in the event Parent and Buyer are unable to agree on any component of the Closing Date Statement prior to the Closing Date, the Closing Date Statement as prepared by Seller (as may have been updated by any mutual agreement of Buyer and Parent and including any disputed components thereof in such amounts as included in Seller’s initial Closing Date Statement (as applicable) shall control for purposes of the Closing, but without prejudice to the Parties’ rights under Section 2.04purpose.

Closing Date Statement. (a) At least ten Within sixty (1060) Business Days prior days after Closing Date, Seller shall prepare and deliver to Buyer a written statement (with appropriate supporting documentation) of the Base Purchase Price, Regulatory Obligation Amount, Non-Regulated Construction Work in Process Amount, any Capital Expenditure Deficiency and any Vacation Proration Amount ("Closing Date Statement"). (b) Within thirty (30) days after receipt of the Closing Date Statement, Buyer shall, in a written notice to Seller, either accept the Closing Date Statement or describe in reasonable detail any proposed adjustments to the Closing Date Statement and the reasons therefore. If Seller shall not have received a notice of proposed adjustments within such thirty (30) day period, Buyer will be deemed irrevocably to have accepted such Closing Date Statement. (c) Upon the acceptance of any Closing Date Statement by Buyer, the parties shall, based thereupon, calculate the Base Purchase Price, Regulatory Obligation Amount and Non-Regulated Construction Work in Process Amount (collectively, the "Purchase Price"). If the Purchase Price as finally determined above is greater than the Closing Date Amount, Buyer shall promptly, but no later than three (3) business days after such acceptance, pay to Seller the amount of such difference. If the Purchase Price as determined above is less than the Closing Date Amount, Seller shall promptly, but no later than three (3) business days after such acceptance, pay to Buyer the amount of such difference. (d) Seller and Buyer shall negotiate in good faith to resolve any disputes over any proposed adjustments to the Closing Date Statement, provided that if any such dispute is not resolved within thirty (30) days following Seller's receipt of any proposed adjustments delivered by Buyer pursuant to Section 3.3(b) , Buyer and Seller jointly shall select an independent public accounting firm that is nationally recognized in the United States to resolve such disputes in accordance with the standards set forth in this Section 3.3, which resolution shall be final and binding. The fees and expenses of such accounting firm shall be shared by Buyer and Seller in inverse proportion to the relative amounts of the disputed amount determined to be for the account of Buyer and Seller, respectively. (e) If Buyer disputes any portion of the Closing Date Statement, the parties shall calculate the portion of the Closing Date Statement that is not the subject of any dispute or proposed adjustment. If the undisputed portion of the Closing Date Statement (i) is greater than the respective estimated amounts paid on the Closing Date, Buyer shall promptly pay Seller the amount of such difference, or (ii) is less than the respective estimated amounts paid on the Closing Date, Seller shall deliver promptly pay Buyer the amount of such difference. Payments with respect to Buyer a written certificate executed by an officer any undisputed portions of Seller these adjustments shall be made no later than three (the “Closing Date Statement”3) setting forth in reasonable detail Seller’s good faith calculation business days after delivery of the Closing Payment Amount and the components thereof determined in accordance with the Calculation Principles, as applicable, and as notice of the Reference Time, including: (i) the Redemption and Discharge Amount, including the Prepayment Premium (which, if available, shall include a confirmation proposed adjustments. Upon resolution of such amounts received from the Trusteeany dispute over any proposed adjustments as described above in Section 3.3(d), a party which is determined to owe the other party an amount shall pay that amount promptly, but no later than three (ii3) business days after resolution. (f) Any amount payable pursuant to this Section 3.3 after the Property Cash Price, date which is ninety (iii90) Closing Funded Indebtedness, if any, (iv) the Property Adjustment Amount (the “Estimated Property Adjustment Amount”), if any, (v) days following the Closing Date Credit Amount (the “Estimated Closing Date Credit Amount”) and (vi) the Closing Date Working Capital (the “Estimated Closing Date Working Capital”). (b) The Closing Date Statement shall include bear interest from such schedules and data with respect to the determinations set forth therein as may be reasonably appropriate to support the calculations set forth therein, including, without limitation, an updated rent roll dated as of ninetieth day through but excluding the date of payment, at a rate of eight percent (8%) per annum. Such interest shall accrue daily on the Closing Date Statement, an arrears report basis of a year of three hundred sixty-five (365) days and a current list the actual number of the Acquired Company Properties (days for which interest is due and shall be payable together with the only changes to the list of the Acquired Company Properties set forth on Section 3.02(p)(1) of the Seller Disclosure Letter as of the date of this Agreement being those Acquired Company Properties that were (i) acquired or sold (A) amount payable pursuant to any Acquisition Contract existing and this Section 3.3. All amounts payable pursuant to this Section 3.3 shall be paid by delivery of immediately available funds in effect as U.S. dollars by wire transfer to, in the case of the date hereof and Previously Disclosed to amounts payable by Buyer, the account identified by Seller as set forth described in 3.2 above or to an alternate account that Seller may designate on Section 4.01(e) of the Seller Disclosure Letter, or (B) with Buyer’s prior written approval or (ii) subject to condemnation or eminent domain proceedings after the date hereof). (c) Following Seller’s delivery of the Closing Date Statement and prior to the Closing, Buyer shall be entitled to review and make reasonable comments to the matters and amounts set forth in the Closing Date Statement (and the components thereof), and in connection therewith, Parent or Seller shall provide Buyer and its Representatives with reasonable access to the books and records and relevant personnel and properties of the Acquired Companies, Seller and Parent to review such amounts, as Buyer may reasonably request; provided, that any such access shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Acquired Companies or their Representatives, and in such a manner as not to unreasonably interfere with the normal operations of the Acquired Companies, Seller, Parent or Newco. Parent shall consider Buyer’s comments to the Closing Date Statement in good faith prior to the Closing Date, provided thatand, in the event Parent and Buyer are unable case of amounts payable by Seller, to agree on any component of the Closing Date Statement prior to the Closing Date, the Closing Date Statement as prepared by Seller (as may have been updated by any mutual agreement such account of Buyer and Parent and including any disputed components thereof as Buyer shall designate in such amounts as included in writing to Seller’s initial Closing Date Statement (as applicable) shall control for purposes of the Closing, but without prejudice to the Parties’ rights under Section 2.04.

Closing Date Statement. (aA) At least ten Fifteen (1015) Business Days business days prior to the Closing DateClosing, Seller shall deliver to provide Buyer with a written certificate executed by an officer of Seller (the “Closing Date Statement”) setting forth in reasonable detail Seller’s preliminary good faith calculation of the Closing Payment Amount and the components thereof determined in accordance with the Calculation Principles, as applicable, and as of the Reference Time, including: (i) the Redemption and Discharge Amount, including the Prepayment Premium (which, if available, shall include a confirmation of such amounts received from the Trustee), (ii) the Property Cash Price, (iii) Closing Funded Indebtedness, if any, (iv) the Property Adjustment Amount (the “Estimated Property Adjustment Amount”), if any, (v) the Closing Date Credit Amount (the “Estimated Closing Date Credit Amount”) and (vi) the Closing Date Working Capital (the “Estimated "Closing Date Working Capital”Statement"), together with supporting documentation in reasonable detail. The Closing Statement shall be considered preliminary and such Closing Statement shall not discharge either party from any obligation it might otherwise have hereunder with respect thereto in the event that any amounts reflected thereon prove to be incorrect. There shall be a continuing duty on the parties to make appropriate credits and payments to the other party once the amounts are finally determined and such duty shall survive the Closing. (bB) The Buyer shall review the Closing Date Statement upon its receipt from Seller. Five (5) business days prior to Closing, Buyer shall include such schedules and data with respect deliver to Seller a statement setting forth any good faith objections that Buyer may have to the determinations set forth therein Closing Statement, together with any supporting documentation reasonably requested by Seller ("Adjusted Closing Statement"). The payments to be made at Closing shall be based upon the Adjusted Closing Statement. (C) Within ninety (90) days after the Closing, Buyer or Seller, as the case may be be, shall notify the other party in writing (the "Dispute Notice(s)") of any dispute as to the Adjusted Closing Statement or any supporting documentation furnished in connection therewith or in connection with the Closing Statement. Buyer and Seller shall provide one another with such additional information relating to the Closing Statement and the Adjusted Closing Statement as each party shall reasonably appropriate to support the calculations set forth therein, including, without limitation, an updated rent roll dated as request. Within fifteen (15) days after delivery of the date last of the Dispute Notices, Seller and Buyer shall attempt to resolve such dispute in good faith, and if the parties cannot agree within thirty (30) days after Delivery of the last of the Dispute Notices such dispute shall be resolved by a nationally known independent firm of certified public accountants jointly chosen by Buyer and Seller. The written decision of such accounting firm shall be final and binding on the parties hereto and shall not be subject to dispute or review. Any fees or expenses payable to such accounting firm shall be shared equally between Seller and Buyer. Any amounts payable by Seller pursuant to this Section 1.7(C)(II)(C) shall be payable from the Holdback Deposit up to an amount equal to $250,000, and if the amounts payable by Seller are in excess of $250,000, the difference shall be payable by transfer of immediately available federal funds to such bank account as Buyer shall designate. Any amounts payable by Buyer shall be payable by transfer of immediately available federal funds to such bank account as Seller shall designate. If any amounts prorated as of the Closing Date Statementas Assumed Current Liabilities are not finally known within such time (such as real estate taxes), an arrears report and a current list of the Acquired Company Properties (with the only changes to the list of the Acquired Company Properties set forth on Section 3.02(p)(1) of the Seller Disclosure Letter as of the date of this Agreement being those Acquired Company Properties that were (i) acquired or sold (A) pursuant to any Acquisition Contract existing and in effect as of the date hereof and Previously Disclosed to Buyer, as set forth on Section 4.01(e) of the Seller Disclosure Letter, or (B) with Buyer’s prior written approval or (ii) subject to condemnation or eminent domain proceedings after the date hereof). (c) Following Seller’s delivery of the Closing Date Statement and prior to the Closing, Buyer these items shall be entitled to review and make reasonable comments to re-adjusted as soon as the matters and amounts set forth in the Closing Date Statement (and the components thereof), and in connection therewith, Parent or Seller shall provide Buyer and its Representatives with reasonable access to the books and records and relevant personnel and properties of the Acquired Companies, Seller and Parent to review such amounts, as Buyer may reasonably request; provided, that any such access shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Acquired Companies or their Representatives, and in such a manner as not to unreasonably interfere with the normal operations of the Acquired Companies, Seller, Parent or Newco. Parent shall consider Buyer’s comments to the Closing Date Statement in good faith prior to the Closing Date, provided that, in the event Parent and Buyer final numbers are unable to agree on any component of the Closing Date Statement prior to the Closing Date, the Closing Date Statement as prepared by Seller (as may have been updated by any mutual agreement of Buyer and Parent and including any disputed components thereof in such amounts as included in Seller’s initial Closing Date Statement (as applicable) shall control for purposes of the Closing, but without prejudice to the Parties’ rights under Section 2.04known.

Closing Date Statement. (a) At least ten Within sixty (1060) Business Days prior days after Closing Date, Seller shall prepare and deliver to Buyer a written statement (with appropriate supporting documentation) of the Base Purchase Price, Regulatory Obligation Amount, Non-Regulated Construction Work in Process Amount, any Capital Expenditure Deficiency and any Vacation Proration Amount ("Closing Date Statement"). Within thirty (30) days after receipt of the Closing Date Statement, Buyer shall, in a written notice to Seller, either accept the Closing Date Statement or describe in reasonable detail any proposed adjustments to the Closing Date Statement and the reasons therefore. If Seller shall not have received a notice of proposed adjustments within such thirty (30) day period, Buyer will be deemed irrevocably to have accepted such Closing Date Statement. (b) Upon the acceptance of any Closing Date Statement by Buyer, the parties shall, based thereupon, calculate the Base Purchase Price, Regulatory Obligation Amount and Non-Regulated Construction Work in Process Amount (collectively, the "Purchase Price"). If the Purchase Price as finally determined above is greater than the Closing Date Amount, Buyer shall promptly, but no later than three (3) business days after such acceptance, pay to Seller the amount of such difference. If the Purchase Price as determined above is less than the Closing Date Amount, Seller shall promptly, but no later than three (3) business days after such acceptance, pay to Buyer the amount of such difference. (c) Seller and Buyer shall negotiate in good faith to resolve any disputes over any proposed adjustments to the Closing Date Statement, provided that if any such dispute is not resolved within thirty (30) days following Seller's receipt of any proposed adjustments delivered by Buyer pursuant to Section 3.3(b), Buyer and Seller jointly shall select an independent public accounting firm that is nationally recognized in the United States to resolve such disputes in accordance with the standards set forth in this Section 3.3, which resolution shall be final and binding. The fees and expenses of such accounting firm shall be shared by Buyer and Seller in inverse proportion to the relative amounts of the disputed amount determined to be for the account of Buyer and Seller, respectively. (d) If Buyer disputes any portion of the Closing Date Statement, the parties shall calculate the portion of the Closing Date Statement that is not the subject of any dispute or proposed adjustment. If the undisputed portion of the Closing Date Statement (i) is greater than the respective estimated amounts paid on the Closing Date, Buyer shall promptly pay Seller the amount of such difference, or (ii) is less than the respective estimated amounts paid on the Closing Date, Seller shall deliver promptly pay Buyer the amount of such difference. Payments with respect to Buyer a written certificate executed by an officer any undisputed portions of Seller these adjustments shall be made no later than three (the “Closing Date Statement”3) setting forth in reasonable detail Seller’s good faith calculation business days after delivery of the Closing Payment Amount and the components thereof determined in accordance with the Calculation Principles, as applicable, and as notice of the Reference Time, including: (i) the Redemption and Discharge Amount, including the Prepayment Premium (which, if available, shall include a confirmation proposed adjustments. Upon resolution of such amounts received from the Trusteeany dispute over any proposed adjustments as described above in Section 3.3(d), a party which is determined to owe the other party an amount shall pay that amount promptly, but no later than three (ii3) business days after resolution. (e) Any amount payable pursuant to this Section 3.3 after the Property Cash Price, date which is ninety (iii90) Closing Funded Indebtedness, if any, (iv) the Property Adjustment Amount (the “Estimated Property Adjustment Amount”), if any, (v) days following the Closing Date Credit Amount (the “Estimated Closing Date Credit Amount”) and (vi) the Closing Date Working Capital (the “Estimated Closing Date Working Capital”). (b) The Closing Date Statement shall include bear interest from such schedules and data with respect to the determinations set forth therein as may be reasonably appropriate to support the calculations set forth therein, including, without limitation, an updated rent roll dated as of ninetieth day through but excluding the date of payment, at a rate of eight percent (8%) per annum. Such interest shall accrue daily on the Closing Date Statement, an arrears report basis of a year of three hundred sixty-five (365) days and a current list the actual number of the Acquired Company Properties (days for which interest is due and shall be payable together with the only changes to the list of the Acquired Company Properties set forth on Section 3.02(p)(1) of the Seller Disclosure Letter as of the date of this Agreement being those Acquired Company Properties that were (i) acquired or sold (A) amount payable pursuant to any Acquisition Contract existing and this Section 3.3. All amounts payable pursuant to this Section 3.3 shall be paid by delivery of immediately available funds in effect as U.S. dollars by wire transfer to, in the case of the date hereof and Previously Disclosed to amounts payable by Buyer, the account identified by Seller as set forth described in 3.2 above or to an alternate account that Seller may designate on Section 4.01(e) of the Seller Disclosure Letter, or (B) with Buyer’s prior written approval or (ii) subject to condemnation or eminent domain proceedings after the date hereof). (c) Following Seller’s delivery of the Closing Date Statement and prior to the Closing, Buyer shall be entitled to review and make reasonable comments to the matters and amounts set forth in the Closing Date Statement (and the components thereof), and in connection therewith, Parent or Seller shall provide Buyer and its Representatives with reasonable access to the books and records and relevant personnel and properties of the Acquired Companies, Seller and Parent to review such amounts, as Buyer may reasonably request; provided, that any such access shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Acquired Companies or their Representatives, and in such a manner as not to unreasonably interfere with the normal operations of the Acquired Companies, Seller, Parent or Newco. Parent shall consider Buyer’s comments to the Closing Date Statement in good faith prior to the Closing Date, provided thatand, in the event Parent and Buyer are unable case of amounts payable by Seller, to agree on any component of the Closing Date Statement prior to the Closing Date, the Closing Date Statement as prepared by Seller (as may have been updated by any mutual agreement such account of Buyer and Parent and including any disputed components thereof as Buyer shall designate in such amounts as included in writing to Seller’s initial Closing Date Statement (as applicable) shall control for purposes of the Closing, but without prejudice to the Parties’ rights under Section 2.04.

Closing Date Statement. (a) At Seller shall conduct a physical inventory of the Business as soon as practicable using methodologies consistent with Seller's historical practices including those set forth in this Section 2.2(a). For purposes of the physical inventory, obsolete inventory, defined as inventory no longer used in production, shall be given no value. In addition, excess and slow-moving inventory, defined as inventory not used in production of a product at least ten (10) Business Days once within a two-year period prior to the Closing DateClosing, Seller shall deliver to Buyer a written certificate executed by an officer be valued at 30% of Seller (the “Closing Date Statement”) setting forth cost. For example, if during such two-year period, 20 units have been used in reasonable detail Seller’s good faith calculation production and there are 100 units of the Closing Payment Amount such item in inventory, 20 units will be valued at cost and the components thereof determined 80 units will be valued at 30% of cost. Work in process shall be valued in accordance with Seller's historical practices with respect to Powermatic. Seller shall track the Calculation Principlesinventory until Closing, as applicable, and as of the Reference Time, including: (i) the Redemption and Discharge Amount, including the Prepayment Premium (which, if available, shall include a confirmation of such amounts received from the Trustee), (ii) the Property Cash Price, (iii) Closing Funded Indebtedness, if any, (iv) the Property Adjustment Amount (the “Estimated Property Adjustment Amount”), if any, (v) which will be used to prepare the Closing Date Credit Amount Statement (as defined below). If Buyer desires, it may conduct a physical inventory, at its sole cost and expense, on the “Estimated Closing Date Credit Amount”) and day following the Order (vi) the Closing Date Working Capital (the “Estimated Closing Date Working Capital”as defined below), provided that Buyer uses valuation methodologies consistent with Seller's historical practices. (b) The Seller shall prepare a statement of the Business' inventory and prepaid deposits immediately prior to the Closing Date Statement shall include such schedules and data with respect to (the determinations set forth therein as may be reasonably appropriate to support the calculations set forth therein, including, without limitation, an updated rent roll dated as of the date "Closing Date Statement"). (c) Within three days after receipt of the Closing Date Statement, an arrears report and a current list of the Acquired Company Properties (with the only changes to the list of the Acquired Company Properties set forth on Section 3.02(p)(1) of the Buyer shall either inform Seller Disclosure Letter as of the date of this Agreement being those Acquired Company Properties in writing that were (i) acquired or sold (A) pursuant to any Acquisition Contract existing and in effect as of the date hereof and Previously Disclosed to Buyer, as set forth on Section 4.01(e) of the Seller Disclosure Letter, or (B) with Buyer’s prior written approval or (ii) subject to condemnation or eminent domain proceedings after the date hereof). (c) Following Seller’s delivery of the Closing Date Statement is acceptable or object thereto in writing, setting forth a specific description of each objection. If the Buyer so objects, any objection that cannot be resolved within two business days from the date Buyer notifies Seller of any such objection shall be deemed a "Closing Statement Issue," and, if the amount of such disputed Closing Statement Issue is less than $100,000 the amount of such Closing Statement Issue shall be deducted from the Adjusted Purchase Price and prior placed in escrow with Seller's bankruptcy counsel at Closing. The balance of the Adjusted Purchase Price shall be paid to Seller at Closing, which shall not be delayed due to any Closing Statement Issues having a value of less than $100,000. Unless otherwise agreed by Buyer and Seller, one or more Closing Statement Issues having a value in excess of $100,000 shall postpone Closing until the Buyer and Seller can resolve such Closing Statement Issues. Buyer and Seller shall use their best efforts to resolve any Closing Statement Issues. If Buyer and Seller cannot resolve such dispute, either party may submit such Closing Statement Issues to the Closing, Buyer shall be entitled to review and make reasonable comments to the matters and amounts set forth in the Closing Date Statement (and the components thereof), and in connection therewith, Parent or Seller shall provide Buyer and its Representatives with reasonable access to the books and records and relevant personnel and properties of the Acquired Companies, Seller and Parent to review such amounts, as Buyer may reasonably request; provided, that any such access shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Acquired Companies or their Representatives, and in such a manner as not to unreasonably interfere with the normal operations of the Acquired Companies, Seller, Parent or Newco. Parent shall consider Buyer’s comments to the Closing Date Statement in good faith prior to the Closing Date, provided that, in the event Parent and Buyer are unable to agree on any component of the Closing Date Statement prior to the Closing Date, the Closing Date Statement as prepared by Seller (as may have been updated by any mutual agreement of Buyer and Parent and including any disputed components thereof in such amounts as included in Seller’s initial Closing Date Statement (as applicable) shall control Bankruptcy Court for purposes of the Closing, but without prejudice to the Parties’ rights under Section 2.04resolution.

Closing Date Statement. Within sixty (a60) At least ten (10) Business Days prior to days after the Closing Date, Seller Parent shall deliver prepare and deliver, or cause to Buyer be prepared and delivered, to the Company Equityholder Representative a written certificate executed by an officer of Seller statement (the “Closing Date Statement”) setting forth in reasonable detail SellerParent’s good faith calculation of (i) the Inventory Purchase Price, (ii) the Parts & Accessories Purchase Price, (iii) the Used/Remarketed Vehicle Purchase Price, (iv) the Fixed Assets Purchase Price, (v) the Supplies Purchase Price, (vi) the Work-in-Process Purchase Price, (vii) the Closing Date Net Working Capital, (viii) the Working Capital Increase or Working Capital Decrease, as the case may be, (ix) the amount of the Closing Date Cash, (x) the amount of the Company Transaction Expenses, (xi) the amount of the Closing Indebtedness, and (xii) the resulting calculation of the Merger Consideration. Together with the Closing Payment Amount Date Statement, Parent shall provide the Company Equityholder Representative with reasonably detailed supporting documentation of the calculations set forth therein. The Closing Date Statement shall be prepared, and calculations of the Inventory Purchase Price, the Parts & Accessories Purchase Price, the Used/Remarketed Vehicle Purchase Price, the Fixed Assets Purchase Price, the Supplies Purchase Price, the Work-in-Process Purchase Price, the Closing Date Net Working Capital, Working Capital Increase or the Working Capital Decrease, as the case may be, the Closing Date Cash, the Company Transaction Expenses, the Closing Indebtedness and the components thereof Merger Consideration shall be determined in accordance with the Calculation Valuation Principles and any of the applicable Adjusted Items Determination Principles, and include the same line items as applicable, and as of the Reference Time, including: (i) the Redemption and Discharge Amount, including the Prepayment Premium (which, if available, shall include a confirmation of such amounts received from the Trustee), (ii) the Property Cash Price, (iii) Closing Funded Indebtedness, if any, (iv) the Property Adjustment Amount (the “Estimated Property Adjustment Amount”), if any, (v) the Closing Date Credit Amount (the “Estimated Closing Date Credit Amount”) and (vi) the Closing Date Working Capital (the “Estimated Closing Date Working Capital”). (b) The Closing Date Statement shall include such schedules and data with respect to the determinations set forth therein as may be reasonably appropriate to support the calculations set forth therein, including, without limitation, an updated rent roll dated as of the date of the Closing Date Statement, an arrears report and a current list of the Acquired Company Properties (with the only changes to the list of the Acquired Company Properties set forth on Section 3.02(p)(1) of the Seller Disclosure Letter as of the date of this Agreement being those Acquired Company Properties that were (i) acquired or sold (A) pursuant to any Acquisition Contract existing and in effect as of the date hereof and Previously Disclosed to Buyer, as set forth on Section 4.01(e) of the Seller Disclosure Letter, or (B) with Buyer’s prior written approval or (ii) subject to condemnation or eminent domain proceedings after the date hereof). (c) Following Seller’s delivery of the Closing Date Statement and prior to the Closing, Buyer shall be entitled to review and make reasonable comments to the matters and amounts set forth not include any changes in the Closing Date Statement (and the components thereof), and in connection therewith, Parent assets or Seller shall provide Buyer and its Representatives with reasonable access to the books and records and relevant personnel and properties liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the Acquired Companies, Seller and Parent to review such amounts, as Buyer may reasonably request; provided, that any such access shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Acquired Companies or their Representatives, and in such a manner as not to unreasonably interfere with the normal operations of the Acquired Companies, Seller, Parent or Newco. Parent shall consider Buyer’s comments to the Closing Date Statement in good faith prior to the Closing Date, provided that, in the event Parent and Buyer are unable to agree on any component of the Closing Date Statement prior to the Closing Date, the Closing Date Statement as prepared by Seller (as may have been updated by any mutual agreement of Buyer and Parent and including any disputed components thereof in such amounts as included in Seller’s initial Closing Date Statement (as applicable) shall control for purposes of the Closing, but without prejudice to the Parties’ rights under Section 2.04transactions contemplated hereby.

Closing Date Statement. (a) At least ten Within sixty (1060) Business Days prior days after Closing Date, Seller shall prepare and deliver to Buyer a written statement of the Base Purchase Price, Regulatory Obligation Amount, Non-Regulated Construction Work in Process Amount and any Access Line Adjustment Amount ("Closing Date Statement"). (b) Within fifteen (15) days after receipt of the Closing Date Statement, Buyer shall, in a written notice to Seller, either accept the Closing Date Statement or describe in reasonable detail any proposed adjustments to the Closing Date Statement and the reasons therefore. If Seller shall not have received a notice of proposed adjustments within such fifteen (15) day period, Buyer will be deemed irrevocably to have accepted such Closing Date Statement. (c) Upon the acceptance of any Closing Date Statement by Buyer, the parties shall, based thereupon, calculate the amount equal to the sum of the Base Purchase Price, Regulatory Obligation Amount and Non-Regulated Construction Work in Process Amount, minus any Access Line Adjustment Amount (collectively, the "Purchase Price"). If the Purchase Price as finally determined above is greater than the Closing Date Amount, Buyer shall promptly, but no later than three (3) business days after such acceptance, pay to Seller the amount of such difference. If the Purchase Price as determined above is less than the Closing Date Amount, Seller shall promptly, but no later than three (3) business days after such acceptance, pay to Buyer the amount of such difference. (d) Seller and Buyer shall negotiate in good faith to resolve any disputes over any proposed adjustments to the Closing Date Statement, provided that if any such dispute is not resolved within thirty (30) days following Seller's receipt of the proposed adjustments, Buyer and Seller jointly shall select an independent public accounting firm that is nationally recognized in the United States to resolve such disputes in accordance with the standards set forth in this Section 3.3, which resolution shall be final and binding. The fees and expenses of such accounting firm shall be shared by Buyer and Seller in inverse proportion to the relative amounts of the disputed amount determined to be for the account of Buyer and Seller, respectively. (e) If Buyer disputes any portion of the Closing Date Statement, the parties shall calculate the portion of the Closing Statement that is not the subject of any dispute or proposed adjustment. If the undisputed portion of the Closing Statement (A) is greater than the respective estimated amounts paid on the Closing Date, Buyer shall promptly pay Seller the amount of such difference, or (B) is less than the respective estimated amounts paid on the Closing Date, Seller shall deliver promptly pay Buyer the amount of such difference. Payments with respect to Buyer a written certificate executed by an officer any undisputed portions of Seller these adjustments shall be made no later than three (the “Closing Date Statement”3) setting forth in reasonable detail Seller’s good faith calculation business days after delivery of notice of the Closing Payment Amount and the components thereof determined proposed adjustments. Upon resolution of any dispute over any proposed adjustments as described above in accordance with the Calculation Principles, as applicable, and as of the Reference Time, including: (i) the Redemption and Discharge Amount, including the Prepayment Premium (which, if available, shall include a confirmation of such amounts received from the TrusteeSection 3.3(d), a party which is determined to owe the other party an amount shall pay that amount promptly, but no later than three (ii3) the Property Cash Price, business days after resolution. (iiif) Closing Funded Indebtedness, if any, (iv) the Property Adjustment Amount (the “Estimated Property Adjustment Amount”), if any, (v) Any amount paid pursuant to this Section 3.3 after the Closing Date Credit Amount (the “Estimated Closing Date Credit Amount”) and (vi) shall bear interest from the Closing Date Working Capital (the “Estimated Closing Date Working Capital”). (b) The Closing Date Statement shall include such schedules and data with respect to the determinations set forth therein as may be reasonably appropriate to support the calculations set forth therein, including, without limitation, an updated rent roll dated as of through but excluding the date of payment, at a rate of eight percent (8%) per annum. Such interest shall accrue daily on the Closing Date Statement, an arrears report basis of a year of three hundred sixty-five (365) days and a current list the actual number of the Acquired Company Properties (days for which due and shall be payable together with the only changes to the list of the Acquired Company Properties set forth on Section 3.02(p)(1) of the Seller Disclosure Letter as of the date of this Agreement being those Acquired Company Properties that were (i) acquired or sold (A) amount payable pursuant to any Acquisition Contract existing and this Section 3.3. All amounts payable pursuant to this Section 3.3 shall be paid by delivery of immediately available funds in effect as U.S. dollars by wire transfer to, in the case of the date hereof and Previously Disclosed to amounts payable by Buyer, the account identified by Seller as set forth described in 3.2 above or to an alternate account that Seller may designate on Section 4.01(e) of the Seller Disclosure Letter, or (B) with Buyer’s prior written approval or (ii) subject to condemnation or eminent domain proceedings after the date hereof). (c) Following Seller’s delivery of the Closing Date Statement and prior to the Closing, Buyer shall be entitled to review and make reasonable comments to the matters and amounts set forth in the Closing Date Statement (and the components thereof), and in connection therewith, Parent or Seller shall provide Buyer and its Representatives with reasonable access to the books and records and relevant personnel and properties of the Acquired Companies, Seller and Parent to review such amounts, as Buyer may reasonably request; provided, that any such access shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Acquired Companies or their Representatives, and in such a manner as not to unreasonably interfere with the normal operations of the Acquired Companies, Seller, Parent or Newco. Parent shall consider Buyer’s comments to the Closing Date Statement in good faith prior to the Closing Date, provided thatand, in the event Parent and Buyer are unable case of amounts payable by Seller, to agree on any component of the Closing Date Statement prior to the Closing Date, the Closing Date Statement as prepared by Seller (as may have been updated by any mutual agreement such account of Buyer and Parent and including any disputed components thereof as Buyer shall designate in such amounts as included in writing to Seller’s initial Closing Date Statement (as applicable) shall control for purposes of the Closing, but without prejudice to the Parties’ rights under Section 2.04.

Closing Date Statement. (aI) At least ten Fifteen (1015) Business Days business days prior to the Closing DateClosing, Seller shall deliver to provide Buyer with a written certificate executed by an officer of Seller (the “Closing Date Statement”) setting forth in reasonable detail Seller’s preliminary good faith calculation of the Closing Payment Amount and the components thereof determined in accordance with the Calculation Principles, as applicable, and as of the Reference Time, including: (i) the Redemption and Discharge Amount, including the Prepayment Premium (which, if available, shall include a confirmation of such amounts received from the Trustee), (ii) the Property Cash Price, (iii) Closing Funded Indebtedness, if any, (iv) the Property Adjustment Amount (the “Estimated Property Adjustment Amount”), if any, (v) the Closing Date Credit Amount (the “Estimated Closing Date Credit Amount”) and (vi) the Closing Date Working Capital (the “Estimated "Closing Date Working Capital”Statement"), together with supporting documentation in reasonable detail. The Closing Statement shall be considered preliminary and such Closing Statement shall not discharge either party from any obligation it might otherwise have hereunder with respect thereto in the event that any amounts reflected thereon prove to be incorrect. There shall be a continuing duty on the parties to make appropriate credits and payments to the other party once the amounts are finally determined and such duty shall survive the Closing. (bII) The Buyer shall review the Closing Date Statement upon its receipt from Seller. Five (5) business days prior to Closing, Buyer shall include such schedules and data with respect deliver to Seller a statement setting forth any good faith objections that Buyer may have to the determinations set forth therein Closing Statement, together with any supporting documentation reasonably requested by Seller ("Adjusted Closing Statement"). The payments to be made at Closing shall be based upon the Adjusted Closing Statement. (III) Within ninety (90) days after the Closing, Buyer or Seller, as the case may be be, shall notify the other party in writing (the "Dispute Notice(s)") of any dispute as to the Adjusted Closing Statement or any supporting documentation furnished in connection therewith or in connection with the Closing Statement. Buyer and Seller shall provide one another with such additional information relating to the Closing Statement and the Adjusted Closing Statement as each party shall reasonably appropriate to support the calculations set forth therein, including, without limitation, an updated rent roll dated as request. Within fifteen (15) days after delivery of the date last of the Dispute Notices, Seller and Buyer shall attempt to resolve such dispute in good faith, and if the parties cannot agree within thirty (30) days after Delivery of the last of the Dispute Notices such dispute shall be resolved by a nationally known independent firm of certified public accountants jointly chosen by Buyer and Seller. The written decision of such accounting firm shall be final and binding on the parties hereto and shall not be subject to dispute or review. Any fees or expenses payable to such accounting firm shall be shared equally between Seller and Buyer. Any amounts payable by Seller pursuant to this Section 1.7(C)(II)(C) shall be payable from the Holdback Deposit up to an amount equal to $250,000, and if the amounts payable by Seller are in excess of $250,000, the difference shall be payable by transfer of immediately available federal funds to such bank account as Buyer shall designate. Any amounts payable by Buyer shall be payable by transfer of immediately available federal funds to such bank account as Seller shall designate. If any amounts prorated as of the Closing Date Statementas Assumed Current Liabilities are not finally known within such time (such as real estate taxes), an arrears report and a current list of the Acquired Company Properties (with the only changes to the list of the Acquired Company Properties set forth on Section 3.02(p)(1) of the Seller Disclosure Letter as of the date of this Agreement being those Acquired Company Properties that were (i) acquired or sold (A) pursuant to any Acquisition Contract existing and in effect as of the date hereof and Previously Disclosed to Buyer, as set forth on Section 4.01(e) of the Seller Disclosure Letter, or (B) with Buyer’s prior written approval or (ii) subject to condemnation or eminent domain proceedings after the date hereof). (c) Following Seller’s delivery of the Closing Date Statement and prior to the Closing, Buyer these items shall be entitled to review and make reasonable comments to re-adjusted as soon as the matters and amounts set forth in the Closing Date Statement (and the components thereof), and in connection therewith, Parent or Seller shall provide Buyer and its Representatives with reasonable access to the books and records and relevant personnel and properties of the Acquired Companies, Seller and Parent to review such amounts, as Buyer may reasonably request; provided, that any such access shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Acquired Companies or their Representatives, and in such a manner as not to unreasonably interfere with the normal operations of the Acquired Companies, Seller, Parent or Newco. Parent shall consider Buyer’s comments to the Closing Date Statement in good faith prior to the Closing Date, provided that, in the event Parent and Buyer final numbers are unable to agree on any component of the Closing Date Statement prior to the Closing Date, the Closing Date Statement as prepared by Seller (as may have been updated by any mutual agreement of Buyer and Parent and including any disputed components thereof in such amounts as included in Seller’s initial Closing Date Statement (as applicable) shall control for purposes of the Closing, but without prejudice to the Parties’ rights under Section 2.04known.

Closing Date Statement. (a) At least ten three (103) Business Days, but not more than seven (7) Business Days prior to the Closing Date, Seller shall deliver to Buyer a written certificate executed by an officer of Seller statement (the “Estimated Closing Date Statement”) setting forth in reasonable detail Seller’s good faith calculation showing, as of the Closing Payment Amount and the components thereof determined in accordance with the Calculation PrinciplesDate, as applicable, and as of the Reference Time, includingSeller’s calculations of: (i) the Redemption and Discharge estimated Net Working Capital Adjustment Amount, including the Prepayment Premium (which, if available, shall include a confirmation of such amounts received from the Trustee), ; (ii) the Property Cash Price, estimated Target Company Transaction Expenses; (iii) the estimated Closing Funded Indebtedness, if any, ; (iv) the Property Adjustment Amount estimated Cash and (iv) on the basis of the foregoing, the adjusted purchase price (the “Estimated Property Adjustment AmountPurchase Price”), if any, (v) the Closing Date Credit Amount (the “. The Estimated Closing Date Credit Amount”) and (vi) the Closing Date Working Capital (the “Estimated Closing Date Working Capital”). (b) The Closing Date Statement shall include such schedules and data be prepared in accordance with respect to Annex B. During the determinations set forth therein as may be reasonably appropriate to support period following the calculations set forth therein, including, without limitation, an updated rent roll dated as of the date of the Closing Date Statement, an arrears report and a current list of the Acquired Company Properties (with the only changes to the list of the Acquired Company Properties set forth on Section 3.02(p)(1) of the Seller Disclosure Letter as of the date of this Agreement being those Acquired Company Properties that were (i) acquired or sold (A) pursuant to any Acquisition Contract existing and in effect as of the date hereof and Previously Disclosed to Buyer, as set forth on Section 4.01(e) of the Seller Disclosure Letter, or (B) with Buyer’s prior written approval or (ii) subject to condemnation or eminent domain proceedings after the date hereof). (c) Following Seller’s delivery of the Estimated Closing Date Statement and prior to the Closing, Buyer shall be entitled to review and make reasonable comments to the matters and amounts set forth in the Closing Date Statement (and Date, at the components thereof)request of ▇▇▇▇▇, Seller will, and will cause the Target Company to, during normal business hours and in connection therewitha manner that does not unreasonably interfere with the operation of the Business or the Target Company, Parent or Seller shall provide Buyer and its Representatives with such reasonable access to the books and records of Target Company and relevant personnel other information (including financial statements and properties of the Acquired Companies, Seller and Parent to review such amountswork papers) that relate to, as Buyer may reasonably request; provided, that any such well as reasonable access shall be conducted at a reasonable time, under the supervision of appropriate to personnel of the Acquired Companies Target Company that were involved in, the calculation or their Representatives, and in such a manner as not to unreasonably interfere with the normal operations determination of the Acquired Companiesitems included in the Estimated Closing Statement, Sellerin each case, Parent as is reasonably necessary in order for Buyer to respond to or Newcoevaluate the calculations contained in the Estimated Closing Statement. Parent Seller shall consider Buyer’s comments to the Closing Date Statement in good faith prior any comments of Buyer and shall revise the Estimated Closing Statement to reflect any such comments that are agreed among Buyer and Seller; provided that any failure of Buyer to comment on the Estimated Closing Date, provided that, in the event Parent and Buyer are unable to agree on any component of the Closing Date Statement prior to the Closing DateDate shall not preclude Buyer from exercising any other rights under this Agreement. For the avoidance of doubt, payment by ▇▇▇▇▇ of any amount set forth in the Estimated Closing Date Statement as prepared shall not be deemed to be an acceptance by Seller (as may have been updated by any mutual agreement Buyer of Buyer and Parent and including any disputed components thereof in such amounts as included in Seller’s initial calculations in the Estimated Closing Date Statement (as applicable) shall control for purposes or waiver of the Closing, but without prejudice to the Parties’ any of Buyer’s rights under Section 2.04this Agreement.