Common use of Closing Financial Statements Clause in Contracts

Closing Financial Statements. (a) Seller and Shareholder shall prepare an estimated balance sheet (“Closing Balance Sheet”) of Seller as of the Effective Time on the same basis and applying the same generally accepted accounting principles, policies and practices that were used in preparing the Balance Sheet, and certified to be true and correct in all material respects by the Chief Financial Officer of Shareholder and Seller. In addition, Seller and Shareholder shall prepare the following lists of Seller for the purpose of the Closing: Accounts Receivable (“Closing Accounts Receivable”) as set forth in Part 3.11, and Accounts Payable (“Closing Accounts Payable”) and Accrued Liabilities (“Closing Accrued Liabilities”) on the same basis and applying the same generally accepted accounting principles, policies and practices that were used in preparing the Balance Sheet and certified to be true and correct in all material respects (subject to it being an estimate) by the Chief Financial Officer of Shareholder and Seller. The Closing Balance Sheet, Closing Accounts Receivable, Closing Accounts Payable, and Closing Accrued Liabilities shall be defined as the “Closing Financial Statements.” (b) Within 15 days after the Closing Date, Buyer shall prepare and deliver to Seller and Shareholder the final Closing Balance Sheet as of the Effective Time on the same basis and applying the same generally accepted accounting principles, policies and practices that were used in preparing the Balance Sheet, and certified to be true and correct in all material respects by the Chief Financial Officer of Buyer. Seller shall notify Buyer of any objections to such Closing Balance Sheet within fifteen (15) days after Seller receives such documents. If Seller does not notify Buyer of any objections by the end of such 15-day period, then Closing Balance Sheet shall be considered final on the last day of such 15-day period. If Seller does notify Buyer of any objections by the end of such 15-day period, and Seller and Buyer are unable to resolve their differences within 15 days thereafter, then the disputed amounts shall be submitted the Arbiter for resolution, with the costs thereof paid 50% by Seller and 50% by Buyer, and the Arbiter shall be instructed to deliver a final Closing Balance Sheet to Seller and Buyer as soon as possible. In the event, Liabilities on the final Closing Balance Sheet (excluding any Liabilities incurred on the Closing Date for deliveries of Inventory) are higher than the Liabilities on the estimated Closing Balance Sheet by more than $10,000, Buyer shall have the right to offset any such excess amounts against payments due to Amecon assumed hereunder.

Closing Financial Statements. (a) Seller and Shareholder shall prepare an estimated balance sheet (“Closing Balance Sheet”) of Seller as of the Effective Time on the same basis and applying the same generally accepted accounting principles, policies and practices that were used in preparing the Balance Sheet, and certified to be true and correct in all material respects by the Chief Financial Officer of Shareholder and Seller. In addition, Seller and Shareholder shall prepare the following lists of Seller for the purpose of the Closing: Accounts Receivable (“Closing Accounts Receivable”) as set forth in Part 3.11, and Accounts Payable (“Closing Accounts Payable”) and Accrued Liabilities (“Closing Accrued Liabilities”) on the same basis and applying the same generally accepted accounting principles, policies and practices that were used in preparing the Balance Sheet and certified to be true and correct in all material respects (subject to it being an estimate) by the Chief Financial Officer of Shareholder and Seller. The Closing Balance Sheet, Closing Accounts Receivable, Closing Accounts Payable, and Closing Accrued Liabilities shall be defined as the “Closing Financial Statements.” (b) Within 15 Not later than 30 days after the Closing Date, Buyer Seller shall prepare and deliver to Seller and Shareholder a balance sheet of the final Business at the Closing Date ("Closing Balance Sheet as of the Effective Time on the same basis and applying the same Sheet") in accordance with generally accepted accounting principles, policies . Such balance sheet shall specifically identify all assets reflected thereon which are not included in the Assets and practices that were used in preparing the Balance Sheet, and certified to be true and correct in all material respects liabilities reflected thereon which are not assumed by the Chief Financial Officer of BuyerBuyer hereunder. Seller shall notify Buyer of cause Coopers & Lybr▇▇▇, ▇▇s independent accountants ("Seller's Auditors"), to perform the procedures set forth on Schedule 2.6 and to issue, as soon as practicable but in any objections to such Closing Balance Sheet within fifteen (15) event not later than 45 days after the Closing Date, its report to Seller receives and Buyer to the effect that such documentsbalance sheet presents fairly the financial position of the Business as of the Closing Date, in conformity with generally accepted accounting principles. If Such report shall also include a detailed schedule setting forth the calculation of the amounts described in Section 2.1 hereof and the Purchase Price and statement to the effect that the Purchase Price was calculated in accordance with the provisions of this Agreement. In performing the foregoing procedures and rendering the foregoing report, Seller's Auditors shall consult with Corn▇▇▇, ▇▇rb▇▇ & ▇and▇▇▇, ▇.L.P., Buyers independent accountants ("Buyer's Auditors"), and permit Buyer's Auditors at the earliest practicable date to review the report of Seller's Auditors, including all work papers, schedules and calculations related thereto, prior to the issuance thereof. Buyer's Auditors shall commence its review of said work papers, schedules and calculations as soon as practicable after Seller's Auditors has completed the field work phase of its procedures, but such review shall not prevent Seller's auditors from issuing their report. Any dispute which may arise between Seller does not notify and Buyer of any objections by as to the end of such 15-day period, then Closing Balance Sheet shall be considered final resolved in the following manner: (a) Buyer, if it disputes the Closing Balance Sheet or its effect on the last Purchase Price, shall notify Seller in writing within 15 days after the issuance of the Closing Balance Sheet that Buyer disputes the Closing Balance Sheet or its effect on the Purchase Price; such notice shall specify in reasonable detail the nature of the dispute; (b) during the 15 day period following the date of such 15-day period. If notice Seller does notify and Buyer shall attempt to resolve such dispute and to determine the appropriateness of any objections by the Closing Balance Sheet and the effect on the Purchase Price; and (c) if at the end of such 15-the 15 day periodperiod specified in subsection (b) above, and Seller and Buyer are unable shall have failed to resolve their differences within 15 days thereafterreach a written agreement with respect to such dispute, then the disputed amounts matter shall be submitted referred to, Arth▇▇ ▇▇▇e▇▇▇▇ & ▇o., independent certified public accounts (the Arbiter for resolution"Arbitrator"), with which shall act as an arbitrator and shall issue its report as to the costs thereof paid 50% by Seller and 50% by Buyer, and the Arbiter shall be instructed to deliver a final Closing Balance Sheet to Seller and Buyer as soon as possible. In the event, Liabilities on the final Closing Balance Sheet items in dispute within thirty (excluding any Liabilities incurred on the Closing Date for deliveries of Inventory30) are higher than the Liabilities on the estimated Closing Balance Sheet by more than $10,000, Buyer shall have the right to offset any days after such excess amounts against payments due to Amecon assumed hereunder.dispute is

Closing Financial Statements. (a) Seller and Shareholder shall prepare an estimated balance sheet (“As promptly as practicable following the Closing Balance Sheet”) of Seller as of the Effective Time on the same basis and applying the same generally accepted accounting principlesDate, policies and practices that were used but in preparing the Balance Sheet, and certified to be true and correct in all material respects by the Chief Financial Officer of Shareholder and Seller. In addition, Seller and Shareholder shall prepare the following lists of Seller for the purpose of the Closing: Accounts Receivable (“Closing Accounts Receivable”) as set forth in Part 3.11, and Accounts Payable (“Closing Accounts Payable”) and Accrued Liabilities (“Closing Accrued Liabilities”) on the same basis and applying the same generally accepted accounting principles, policies and practices that were used in preparing the Balance Sheet and certified to be true and correct in all material respects (subject to it being an estimate) by the Chief Financial Officer of Shareholder and Seller. The Closing Balance Sheet, Closing Accounts Receivable, Closing Accounts Payable, and Closing Accrued Liabilities shall be defined as the “Closing Financial Statements.” (b) Within 15 no event later than 60 days after the Closing Date, Buyer Sellers shall prepare and deliver submit to Seller Buyer a statement of earnings of the Company (the "Closing Earnings Statement") for the period beginning on October 1, 1998 and Shareholder the final Closing Balance Sheet ending as of the Effective Time on (such period, hereinafter the same basis "Closing Statement Period") and applying the same related balance sheet dated the Closing Date (collectively, the "Closing Financial Statements") in accordance with the provisions of this Section. The Closing Financial Statements shall be prepared in accordance with generally accepted accounting principlesprinciples (the "Accounting Principles"), policies provided further, that the following shall apply: (i) [Reserved] (ii) the Closing Financial Statements shall not include the Excluded Assets or Excluded Liabilities but shall include the Field Office Assets and the Field Office Liabilities; provided, however, that the exclusion of such items shall have no impact on the Closing Earnings Statement and instead shall be taken directly to equity on the balance sheet (likewise, if a sale of the Winter Springs, Florida Property shall occur prior to the Effective Time, any gain or loss on the sale will not affect the Closing Earnings Statement); (iii) the Closing Financial Statements shall not reflect as a liability or asset any Taxes arising as a result of the Section 338(h)(10) Election; provided, however, that the exclusion of such items shall have no impact on the Closing Earnings Statement and instead shall be taken directly to equity on the balance sheet; (iv) the Closing Financial Statements shall reflect as a liability or asset only 40% of amounts related to the claim for refund of Missouri sales/use taxes described on Schedule 2.9(a)(iv); provided, however, that the exclusion of such items shall have no impact on the Closing Earnings Statement and instead shall be taken directly to equity on the balance sheet; (v) despite the fact that the Closing Financial Statements shall be dated as of the Closing Date, the Closing Financial Statements shall be based on the existing accounting calendar cutoff dates of the Company, permitting cutoff adjustments of a few days consistent with past practices; and (vi) [reserved] (vii) exceptions shall be made to generally accepted accounting principles in order to accommodate the Company's practices as reflected on the June 30, 1999 Financial Statements, and other agreed accounting methods and practices that were used shall be applied, with respect to the subject matter of the accounting principles listed on Schedule 2.6(a). (b) After the submission of the Closing Financial Statements to Buyer as provided in Section 2.6(a), Sellers shall use their best efforts to provide Buyer and its representatives with reasonable access to worksheets, schedules and other working papers utilized in preparing the Balance SheetClosing Financial Statements. In the event either Party disputes the Closing Financial Statements, and certified such Party shall provide written notice (a "Notice of Dispute") specifying in reasonable detail all points of disagreement with the Closing Financial Statements to be true and correct in all material respects by the Chief Financial Officer of Buyer. Seller shall notify Buyer of any objections to such Closing Balance Sheet other Party within fifteen (15) 30 days after Seller receives receipt of the Closing Financial Statements; provided, however, that neither Party shall dispute, except as necessary to correct mathematical errors or undisputed omissions of amounts in the books and records of the Company, either: (i) any of the Estimates at Completion reflected on the Financial Statements; or (ii) any amounts with respect to real property or other fixed assets reflected on the balance sheet (or to the estimated useful lives of such documentsassets), except to the extent required to reflect, in accordance with the Accounting Principles, depreciation and amortization of such assets or additions to or disposals of such assets. If Seller does neither Party delivers a Notice of Dispute within such 30-day period, then the Closing Financial Statements as delivered by Sellers shall be final for purposes of Section 2.7 hereof. If either Party delivers a Notice of Dispute within such 30-day period, Buyer and Sellers shall endeavor in good faith to resolve all specified points of disagreement within 15 days of receipt of the Notice of Dispute. If the dispute is not notify Buyer of any objections by the end of resolved within such 15-day period, then either or both Parties may refer the dispute to a partner in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (the "Arbiter"), as arbitrator to finally determine, as soon as practicable, and in any event within 20 days after such referral, all points of disagreement with respect to the Closing Balance Sheet Financial Statements. The Arbiter shall resolve the issues in dispute but shall not otherwise address issues in the Closing Earnings Statement nor perform any audit thereof. For purposes of such arbitration, each Party shall submit proposed Closing Financial Statements to the Arbiter and to the other Party, accompanied by such additional information explaining such Party's position with respect to the Closing Earnings Statement as it desires to submit. Each Party shall, at the time of such submission, be free to revise positions they have maintained in prior drafts of the Closing Financial Statements and related discussion, but the Parties shall not be permitted to further modify their proposed Closing Financial Statements once these are submitted to the Arbiter. The Party initiating the arbitration shall submit any revised Closing Earnings Statement no later than 5 days after such referral. The non- initiating Party shall have 10 days after such referral to submit its revised Closing Earnings Statement in response. The Arbiter shall apply the terms of this Section 2.6, and shall otherwise conduct the arbitration under such procedures as the Parties may agree or, failing such agreement, under the Commercial Arbitration Rules of the American Arbitration Association. The fees and expenses of the arbitration and the Arbiter incurred in connection with the arbitration of the Closing Earnings Statement shall be considered final allocated between the Parties by the Arbiter in proportion to the extent either Party did not prevail on the last day points of disagreement in the Closing Earnings Statement, such 15-day period. If Seller does notify Buyer allocation to be based on the pro rata division of any objections by the end aggregate amounts in dispute in connection with such points of disagreement; provided, that such 15-day periodfees and expenses shall not include, and Seller and Buyer are unable to resolve their differences within 15 days thereafter, then the disputed amounts shall be submitted the Arbiter for resolution, so long as a Party complies with the costs thereof paid 50% procedures of this Section 2.6, the other Party's outside counsel or accounting fees. All determinations by Seller and 50% by Buyer, and the Arbiter shall be instructed final, conclusive and binding with respect to deliver a final Closing Balance Sheet to Seller and Buyer as soon as possible. In the event, Liabilities on the final Closing Balance Sheet (excluding any Liabilities incurred on the Closing Date for deliveries Earnings Statement and the allocation of Inventory) are higher than the Liabilities on the estimated Closing Balance Sheet by more than $10,000, Buyer shall have the right to offset any such excess amounts against payments due to Amecon assumed hereunderarbitration fees and expenses.

Closing Financial Statements. (a) Seller and Shareholder shall prepare an estimated balance sheet (“Closing Balance Sheet”) of Seller as of the Effective Time on the same basis and applying the same generally accepted accounting principles, policies and practices that were used in preparing the Balance Sheet, and certified to be true and correct in all material respects by the Chief Financial Officer of Shareholder and Seller. In addition, Seller and Shareholder shall prepare the following lists of Seller for the purpose of the Closing: Accounts Receivable (“Closing Accounts Receivable”) as set forth in Part 3.11, and Accounts Payable (“Closing Accounts Payable”) and Accrued Liabilities (“Closing Accrued Liabilities”) on the same basis and applying the same generally accepted accounting principles, policies and practices that were used in preparing the Balance Sheet and certified to be true and correct in all material respects (subject to it being an estimate) by the Chief Financial Officer of Shareholder and Seller. The Closing Balance Sheet, Closing Accounts Receivable, Closing Accounts Payable, and Closing Accrued Liabilities shall be defined as the “Closing Financial Statements.” (b) Within 15 45 calendar days after the Closing Date, Buyer Sellers, at the expense of the Company, shall prepare or cause to be prepared (i) an unaudited balance sheet of the Company as of December 31, 2001 and deliver to Seller unaudited statements of income, shareholders' equity and Shareholder cash flows of the final Closing Balance Sheet Company for the year ended December 31, 2001 and (collectively, the "2001 Financial Statements"), and (ii) an unaudited balance sheet of the Company as of the Effective Time on the same basis and applying the same generally accepted accounting principles, policies and practices that were used in preparing the Balance Sheet, and certified to be true and correct in all material respects by the Chief Financial Officer close of Buyer. Seller shall notify Buyer of any objections to such Closing Balance Sheet within fifteen (15) days after Seller receives such documents. If Seller does not notify Buyer of any objections by the end of such 15-day period, then Closing Balance Sheet shall be considered final on the last day of such 15-day period. If Seller does notify Buyer of any objections by the end of such 15-day period, and Seller and Buyer are unable to resolve their differences within 15 days thereafter, then the disputed amounts shall be submitted the Arbiter for resolution, with the costs thereof paid 50% by Seller and 50% by Buyer, and the Arbiter shall be instructed to deliver a final Closing Balance Sheet to Seller and Buyer as soon as possible. In the event, Liabilities on the final Closing Balance Sheet (excluding any Liabilities incurred business on the Closing Date (the "Closing Balance Sheet") and unaudited statements of income, shareholders' equity and cash flows of the Company for deliveries the period January 1, 2002 through the close of Inventory) are higher than the Liabilities business on the estimated Closing Date (together with the Closing Balance Sheet by collectively the "Closing Financial Statements"). Except as set forth on Schedule 3.2, the 2001 Financial Statements and the Closing Financial Statements shall be prepared in accordance with GAAP applied in a manner and using policies consistent with those utilized in preparing the Historical Financial Statements to the extent such application and policies are consistent with GAAP. (b) Promptly after receipt of the Closing Financial Statements, Sellers shall deliver to Buyer a copy thereof. Sellers shall provide Buyer and its accountants with reasonable access (for a period of not more than $10,00045 days after receipt by Buyer of the Closing Financial Statements) to the work papers and other documents prepared by, or on behalf of, Sellers or Frendel, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ relating to the preparation of the Closing Financial Statements for the purpose of reviewing and determining whether to accept or dispute the Closing Financial Statements. If Buyer does not dispute any amount set forth on the Closing Financial Statements, the Closing Financial Statements shall be final, conclusive and binding on all of the parties hereto. If Buyer disputes any amount set forth on the Closing Financial Statements, it shall so notify Sellers in writing within 45 calendar days after delivery of the Closing Financial Statements, specifying its objections and the reasons therefor in reasonable detail (the "Dispute Notice"). Buyer and Sellers shall use reasonable efforts to resolve the dispute. If the dispute is not resolved within 20 calendar days after delivery of the Dispute Notice, Buyer and Sellers shall have promptly submit the right dispute to offset any such excess amounts against payments due ▇▇▇▇▇ ▇▇▇▇▇▇ & Co. LLP (the "Selected Accounting Firm") with a request to Amecon assumed hereunderresolve the items subject to dispute and deliver its report thereon to Buyer and Sellers within 20 calendar days of its appointment. The Closing Financial Statements, as finally determined pursuant to this Section 3.2(b), shall be referred to as the Final Closing Financial Statements. The fees and expenses of the Selected Accounting Firm shall be shared equally by Buyer, on the one hand, and Sellers, on the other hand (on a Pro Rata Basis).

Closing Financial Statements. (a) Seller and Shareholder Not later than 5:00 p.m. Denver, Colorado, time on the date that is ten days before the Closing Date, the Company shall prepare have delivered to Parent an estimated balance sheet of the Company as of the Closing Date (the “Preliminary Closing Date Balance Sheet”) of Seller as of ), which shall have been prepared in good faith by the Effective Time Company, and, based on the same basis and applying the same generally accepted accounting principles, policies and practices that were used in preparing the Preliminary Closing Date Balance Sheet, a statement, in form and substance satisfactory to Parent, setting forth the Company’s calculation of the Closing Cash Amount, the Closing Cash Surplus (if any), the Closing Cash Deficit (if any), Closing Net Working Capital Amount, the Closing Net Working Capital Surplus (if any), the Closing Net Working Capital Deficit (if any), the Company Debt, and the Transaction Expenses (the “Closing Line Items”), and, based on such amounts, the Merger Consideration (the “Preliminary Closing Financial Statements”), which shall be certified to be true in writing as complete and correct in all material respects fairly and accurately presenting the Closing Line Items by the Chief Executive Officer and the Chief Financial Officer of Shareholder and Seller. In addition, Seller and Shareholder shall prepare the following lists of Seller for Company. (b) From the purpose delivery of the Closing: Accounts Receivable (“Preliminary Closing Accounts Receivable”) as set forth in Part 3.11, and Accounts Payable (“Closing Accounts Payable”) and Accrued Liabilities (“Closing Accrued Liabilities”) on the same basis and applying the same generally accepted accounting principles, policies and practices that were used in preparing the Date Balance Sheet and the Preliminary Closing Financial Statements until such time as the calculations set forth therein have been finally determined pursuant to this Section 1.8, Parent and its accountants shall, upon reasonable notice and during normal business hours, be permitted to discuss with representatives of the Company (including their accountants) such calculation and shall be provided complete and accurate copies of, and have reasonable access, upon reasonable notice at reasonable times during normal business hours, to the work papers and supporting records of the Company and its accountants so as to allow Parent and its accountants to verify the accuracy of the Preliminary Closing Date Balance Sheet and the Preliminary Closing Financial Statements calculated by the Company. If Parent objects to the Company’s calculation of the Preliminary Closing Date Balance Sheet and the Preliminary Closing Financial Statements, the Company and Parent will work together in good faith to resolve the issues in dispute. (c) Not later than 7:00 p.m. Denver, Colorado, time on the date that is one day before the Closing Date, the Company shall have delivered to Parent a final balance sheet of the Company as of the Closing Date (the “Final Closing Date Balance Sheet”), which shall have been prepared in good faith by the Company (taking into account, to the extent appropriate, comments received from the Parent pursuant to Section 1.8(b), and, based on the Final Closing Date Balance Sheet, a statement, in form and substance satisfactory to Parent, setting forth the Company’s calculation of the Closing Line Items, and, based on such amounts, the Merger Consideration (the “Closing Financial Statements”), which shall be certified to be true in writing as complete and correct in all material respects (subject to it being an estimate) fairly and accurately presenting the Closing Line Items by the Chief Executive Officer and the Chief Financial Officer of Shareholder and Seller. the Company. (d) The Closing Balance Sheet, Closing Accounts Receivable, Closing Accounts Payable, and Closing Accrued Liabilities shall be defined as the “Preliminary Closing Financial Statements.” (b) Within 15 days after Statements and the Closing Date, Buyer shall prepare and deliver to Seller and Shareholder the final Closing Balance Sheet as of the Effective Time on the same basis and applying the same generally accepted accounting principles, policies and practices that were used in preparing the Balance Sheet, and certified to be true and correct in all material respects by the Chief Financial Officer of Buyer. Seller shall notify Buyer of any objections to such Closing Balance Sheet within fifteen (15) days after Seller receives such documents. If Seller does not notify Buyer of any objections by the end of such 15-day period, then Closing Balance Sheet shall be considered final on the last day of such 15-day period. If Seller does notify Buyer of any objections by the end of such 15-day period, and Seller and Buyer are unable to resolve their differences within 15 days thereafter, then the disputed amounts shall be submitted the Arbiter for resolution, with the costs thereof paid 50% by Seller and 50% by Buyer, and the Arbiter shall be instructed to deliver a final Closing Balance Sheet to Seller and Buyer as soon as possible. In the event, Liabilities on the final Closing Balance Sheet (excluding any Liabilities incurred on the Closing Date for deliveries of Inventory) are higher than the Liabilities on the estimated Closing Balance Sheet by more than $10,000, Buyer Statements shall have the right to offset any such excess amounts against payments due to Amecon assumed hereunderbeen prepared in accordance with GAAP.

Closing Financial Statements. (a) Seller 1. For the purposes of Part III Section 2 to 4 and Shareholder shall prepare an estimated balance sheet (“Closing Balance Sheet”) 6 above, the consolidated Net Purchase Price Adjustments and the consolidated Net Working Capital of Seller the BevCan Companies as of the Effective Time Closing Date as well as the consolidated Capital Expenditures of the BevCan Companies relating to the period from the date hereof to the Closing Date shall be determined on the same basis and applying the same generally accepted accounting principles, policies and practices that were used in preparing the Balance Sheet, and certified to be true and correct in all material respects by the Chief Financial Officer of Shareholder and Seller. In addition, Seller and Shareholder shall prepare the following lists of Seller for the purpose consolidated financial statements of the Closing: Accounts Receivable BevCan Companies as of the Closing Date pursuant to the provisions of this Part IV (“"Closing Accounts Receivable”) as set forth in Part 3.11, and Accounts Payable (“Closing Accounts Payable”) and Accrued Liabilities (“Closing Accrued Liabilities”) on the same basis and applying the same generally accepted accounting principles, policies and practices that were used in preparing the Balance Sheet and certified to be true and correct in all material respects (subject to it being an estimate) by the Chief Financial Officer of Shareholder and SellerStatements"). 2. The Closing Balance Sheet, Closing Accounts Receivable, Closing Accounts Payable, and Closing Accrued Liabilities Financial Statements shall be defined as the “Closing Financial Statements.” (b) Within 15 days after the Closing Date, Buyer shall prepare and deliver to Seller and Shareholder the final Closing Balance Sheet as of the Effective Time prepared on the same basis of proper bookkeeping and applying in accordance with accounting, valuation and depreciation principles under International Accounting Standards (IAS). Such principles shall in each case be applied consistently and without change as in the same generally accepted accounting principlespreceding year. All risks, policies devaluations and practices that were used in preparing the Balance Sheet, and certified to be true and correct in all material respects by the Chief Financial Officer of Buyer. Seller shall notify Buyer of any objections to such Closing Balance Sheet within fifteen (15) days after Seller receives such documents. If Seller does not notify Buyer of any objections by the end of such 15-day period, then Closing Balance Sheet shall be considered final on the last day of such 15-day period. If Seller does notify Buyer of any objections by the end of such 15-day period, and Seller and Buyer are unable to resolve their differences within 15 days thereafter, then the disputed amounts shall be submitted the Arbiter for resolution, with the costs thereof paid 50% by Seller and 50% by Buyer, and the Arbiter shall be instructed to deliver a final Closing Balance Sheet to Seller and Buyer as soon as possible. In the event, Liabilities on the final Closing Balance Sheet (excluding any Liabilities incurred losses ascertainable on the Closing Date shall be duly provided for deliveries by sufficient depreciations, changes of Inventory) are higher than the Liabilities evaluation or reserves. The Closing Financial Statements shall be prepared with a full physical count, EDP conducted permanent count or on the estimated basis of spot checks, as appropriate, of all inventories of the BevCan Companies as of the Closing Balance Sheet Date and in line with the ▇▇▇▇▇▇▇▇▇▇ Accounting Manual dated August 2002, a copy of which has been delivered to the Purchaser prior to the date hereof, and applying the ▇▇▇▇▇▇▇▇▇▇ Chart of Accounts (CCoA 4.0) attached as Annex 14 hereto. 3. The Closing Financial Statements shall be prepared by more the Seller and PricewaterhouseCoopers, Dusseldorf, in cooperation with the BevCan Companies as soon as reasonably possible, but in no event later than $10,000, Buyer 60 Business Days following the Closing Date. The Seller shall have the right to offset any have the Closing Financial Statements audited by PricewaterhouseCoopers, Dusseldorf. The Purchaser undertakes to procure that the Seller and its employees, professional advisors and other representatives shall, upon reasonable request, be granted, to the extent legally possible, full access during normal business hours to all relevant books and records and personnel of the BevCan Companies to the extent necessary or appropriate to prepare, and to audit, the Closing Financial Statements. 4. After receipt of the Closing Financial Statements, the Purchaser shall have 30 Business Days to review them. Unless the Purchaser delivers written notice to the Seller on or prior to the 30th Business Day after receipt of the Closing Financial Statements specifying in reasonable detail its objections to the Closing Financial Statements, the parties hereto shall be deemed to have accepted the Closing Financial Statements. If the Purchaser notifies the Seller of an objection to the Closing Financial Statements, the parties hereto shall within 30 Business Days following the date of such excess amounts against payments due notice ("Resolution Period") attempt to Amecon assumed hereundersolve the differences. Any resolution shall be final. 5. If, at the conclusion of the Resolution Period, the Purchaser and the Seller have been unable to resolve all of their disagreements, they shall submit the items remaining in dispute for resolution to Ernst and Young ("Independent Accounting Firm"). The Independent Accounting Firm shall, within 30 Business Days after such submission, determine and report to the Purchaser and the Seller upon such dispute. The written report of the Independent Accounting Firm shall be written in English, and shall be final. The fees and disbursements of the Independent Accounting Firm shall be paid by the Purchaser and the Seller in the inversed proportion of the value of those items submitted to the Independent Accounting Firm which are resolved in favor of the Purchaser and the Seller, respectively. The term "Final Closing Financial Statements" shall mean the definitive Closing Financial Statements agreed to by the Seller and the Purchaser in accordance with Section 4 above and resulting from the determinations made in accordance with this Section 5, if any.

Closing Financial Statements. 2.4.1 The Vendors shall, at the Purchaser’s expense, but only up to maximum of forty thousand dollars (a) Seller $40,000), instruct and Shareholder cause the Corporation Accountant to prepare and deliver to the Purchaser, as soon as practicable following the Closing, and in any event no later than August 31, 2011, draft Closing Financial Statements in accordance with the provisions hereof. The Corporation Accountant shall prepare an estimated balance sheet be instructed to deliver to the Purchaser, for review by the Purchaser and the Purchaser’s Accountants, a draft of the Closing Financial Statements, together with a draft statement reflecting the Adjustment (the “Closing Balance SheetAdjustment Summary”) of Seller as setting forth the amount of the Effective Time on Adjustment and the same basis particulars of how the Adjustment was determined. 2.4.2 The Purchaser shall have fifteen (15) Business Days to review the draft Closing Financial Statements and applying the same generally accepted accounting principlesdraft Adjustment Summary. The Purchaser shall be entitled to all reasonable access to the Books and Records as well as to the complete files, policies records and practices that were used in preparing working papers of the Balance Sheet, and certified Corporation Accountant related to be true and correct in all material respects by the Chief Financial Officer of Shareholder and Seller. In addition, Seller and Shareholder shall prepare the following lists of Seller Corporation for the purpose of investigating and verifying the Closing: Accounts Receivable (“matters set out in the draft Closing Accounts Receivable”) as Financial Statements or the draft Adjustment Summary. Moreover, the Vendors shall cause the Corporation’s Accountant to be available to meet the Purchaser and the Purchaser’s Accountant to discuss the draft Closing Financial Statements and the draft Adjustment Summary. 2.4.3 If the Purchaser is satisfied with the Adjustment set forth therein, it shall sign a copy of such Adjustment Summary to evidence its agreement therewith. If the Purchaser is not satisfied with the Adjustment set out in Part 3.11, and Accounts Payable (“Closing Accounts Payable”) and Accrued Liabilities (“Closing Accrued Liabilities”) on the same basis and applying Adjustment Summary or with the same generally accepted accounting principles, policies and practices that were used in preparing contents of the Balance Sheet and certified to be true and correct in all material respects (subject to it being an estimate) by the Chief Financial Officer of Shareholder and Seller. The Closing Balance Sheet, Closing Accounts Receivable, Closing Accounts Payable, and Closing Accrued Liabilities shall be defined as the “Closing Draft Financial Statements.” (b) Within 15 days after , it shall provide a Dispute Notice and the Closing Date, Buyer Purchaser and the Vendors shall prepare and adhere to the mechanism for settling such matters as provided for in this Section 2.4. If the Purchaser does not deliver to Seller and Shareholder the final Closing Balance Sheet as of the Effective Time on the same basis and applying the same generally accepted accounting principles, policies and practices that were used in preparing the Balance Sheet, and certified to be true and correct in all material respects by the Chief Financial Officer of Buyer. Seller shall notify Buyer of any objections to such Closing Balance Sheet a Dispute Notice within fifteen (15) days Business Days after Seller receives such documents. If Seller does not notify Buyer receipt of any objections by the end of such 15-day period, then draft Closing Balance Sheet shall be considered final on Financial Statements and the last day of such 15-day period. If Seller does notify Buyer of any objections by the end of such 15-day period, and Seller and Buyer are unable to resolve their differences within 15 days thereafterdraft Adjustment Summary, then the disputed amounts Purchaser shall be submitted deemed to have accepted the Arbiter for resolutionClosing Financial Statements and the Adjustment Summary. 2.4.4 In the event that the Purchaser wishes to dispute in any way the draft Closing Financial Statements or the draft Adjustment Summary, the Purchaser shall advise the Vendors’ representative in writing with full particulars of such dispute (the “Dispute Notice”) within fifteen (15) Business Days of receipt of the draft Closing Financial Statements or the draft Adjustment Summary and with a copy of such notification to the Corporation Accountant and the Purchaser’s Accountants. The Purchaser and the Vendors, together with the costs thereof paid 50% by Seller and 50% by Buyer, Corporation Accountant and the Arbiter shall be instructed Purchaser’s Accountants, respectively, shall, for a period of fifteen (15) Business Days from the date of receipt of the Dispute Notice, attempt to deliver a final Closing Balance Sheet to Seller and Buyer as soon as possibleresolve such dispute. In the eventevent that such dispute cannot be resolved within such fifteen (15) Business Day period, Liabilities on the final Closing Balance Sheet (excluding Purchaser and Vendors shall forthwith refer the matter to the Third Party Accountant. The Purchaser and Vendors shall, and shall cause their respective accountant or auditor, as the case may be, to provide the Third Party Accountant with any Liabilities incurred on information, documentation and assistance as the Closing Date for deliveries of Inventory) are higher than the Liabilities on the estimated Closing Balance Sheet by more than $10,000, Buyer Third Party Accountant may request in connection with resolving any said disputes. The Third Party Accountant shall be requested and shall have the right to offset make any such excess amounts against payments due determination or report of the Closing Financial Statements or the Adjustment Summary and to Amecon assumed hereunderdetermine the amount, if any, of any Adjustment and the decision of the Third Party Accountant in this regard shall be final and binding on all Parties hereto, and no appeal shall lie therefrom. The Third Party Accountant shall have sixty (60) days to render a decision. The fees and expenses of the Corporation Accountant shall be borne by the Vendors and the fees and expenses of the Purchaser’s Accountants shall be borne by the Purchaser. The fees and expenses of the Third Party Accountant shall be borne fifty percent (50%) by the Vendors and fifty percent (50%) by the Purchaser. 2.4.5 The Third Party Accountant shall be provided with all reasonable access to the books, records and other information of the Corporation (including its Accounting Records) as the Third Party Accountant may reasonably request, from time to time, for the purpose of reviewing all transactions and financial books, records and accounts required in connection with their calculation of the and the finalization of the Closing Financial Statements.

Closing Financial Statements. (a) Seller The parties acknowledge that a statement of the assets and Shareholder shall prepare an estimated balance sheet (“Closing Balance Sheet”) liabilities of Seller the Eagle Pass Branch as of the Effective Time on the same basis and applying the same generally accepted accounting principles, policies and practices that were used in preparing the Balance Sheet, and certified to be true and correct in all material respects by the Chief Financial Officer date of Shareholder and Seller. In addition, Seller and Shareholder shall prepare the following lists of Seller for the purpose of the Closing: Accounts Receivable Closing (“Closing Accounts Receivable”) as set forth in Part 3.11, and Accounts Payable (“Closing Accounts Payable”) and Accrued Liabilities (“Closing Accrued Liabilities”) on the same basis and applying the same generally accepted accounting principles, policies and practices that were used in preparing the Balance Sheet and certified to be true and correct in all material respects (subject to it being an estimate) by the Chief Financial Officer of Shareholder and Seller. The Closing Balance Sheet, Closing Accounts Receivable, Closing Accounts Payable, and Closing Accrued Liabilities shall be defined as the “Closing Financial Statements.” (b) Within 15 days will not be finalized until after the effective date of Closing. Purchaser and Seller shall cooperate with each other to cause the preparation of such Closing DateFinancial Statements as soon as reasonably practicable following Closing, Buyer but in any event such Closing Financial Statements shall prepare be prepared within thirty (30) days following the effective date of Closing. The amount of any and deliver all payments are to Seller and Shareholder the final Closing Balance Sheet as of the Effective Time be based on the same basis and applying actual Closing Financial Statements, but the same generally accepted accounting principles, policies and practices that were used in preparing the Balance Sheet, and certified to transaction may be true and correct in all material respects by the Chief Financial Officer of Buyer. Seller shall notify Buyer of any objections to such Closing Balance Sheet within fifteen (15) days after Seller receives such documents. If Seller does not notify Buyer of any objections by the end of such 15-day period, then Closing Balance Sheet shall be considered final on the last day of such 15-day period. If Seller does notify Buyer of any objections by the end of such 15-day period, and Seller and Buyer are unable to resolve their differences within 15 days thereafter, then the disputed amounts shall be submitted the Arbiter for resolution, with the costs thereof paid 50% by Seller and 50% by Buyerclosed, and the Arbiter Net Payment to initially be paid pursuant to Section 1.5 above may be paid, on the basis of preliminary data, which in all cases shall represent Seller’s best good faith effort to determine the actual amount of cash balances, book value of loans and other assets to be instructed acquired, and the actual amount of Deposit liabilities and Repurchase Agreement liability to deliver a final Closing Balance Sheet be assumed pursuant to Seller and Buyer as soon as possiblethe terms hereof. In the eventevent that the amounts as finally determined indicate that the Net Payment was more or less than would have been paid if data from the Closing Financial Statements had been used, Liabilities on the party receiving any amount in excess of that to which it was due, or paying any amount less than it should have paid, shall immediately pay to the other party the amount of such difference, with interest thereon computed from the effective date of the Closing to the date payment of such difference is made (the “Adjustment Payment Date”) at the mean of the high and low rates quoted for Federal Funds in the Money Rates Column of the Wall Street Journal (the “Applicable Federal Funds Rate”), adjusted as such mean may increase or decrease during the period between the effective date of the Closing and the Adjustment Payment Date, and any applicable allocations shall be adjusted accordingly. If the Purchaser and the Seller disagree as to the final Closing Balance Sheet determination of the amount of the Net Payment, the party to whom an additional amount is owed (excluding or who in good faith believes that it is owed an additional amount) may, within sixty (60) days following the effective date of Closing, elect to initiate a review by an independent accounting firm jointly selected by the Purchaser and the Seller. The Purchaser and the Seller shall provide the independent accounting firm with access to such information as may be reasonably requested by the independent accounting firm to make a final determination of the final amount of the Net Payment. Upon determination of the final amount of the Net Payment, the party receiving any Liabilities incurred on amount in excess of that to which it was due, or paying any amount less than it should have paid, shall pay to the Closing Date for deliveries other party the amount of Inventory) are higher than such difference, with interest thereon at the Liabilities on Applicable Federal Funds Rate, within ten days following notice of the estimated Closing Balance Sheet determination by more than $10,000the independent accounting firm, Buyer and any applicable allocations shall have the right to offset any such excess amounts against payments due to Amecon assumed hereunderbe adjusted accordingly.

Closing Financial Statements. (a) Seller and Shareholder As soon as practicable (but in no event later than one hundred twenty (120) calendar days) following the Closing Date, the Purchaser shall prepare and deliver to the Sellers an estimated audited balance sheet for the Company (“the "Closing Balance Sheet”") of Seller as of the Effective Time on Closing Date and related statements of income, changes in shareholders' equity and cash flows of the same basis and applying the same generally accepted accounting principles, policies and practices that were used in preparing the Balance Sheet, and certified to be true and correct in all material respects by the Chief Financial Officer of Shareholder and Seller. In addition, Seller and Shareholder shall prepare the following lists of Seller Company for the purpose of period from January 1, 1998 through the Closing: Accounts Receivable Closing Date (“Closing Accounts Receivable”) as set forth in Part 3.11, and Accounts Payable (“Closing Accounts Payable”) and Accrued Liabilities (“Closing Accrued Liabilities”) on collectively with the same basis and applying the same generally accepted accounting principles, policies and practices that were used in preparing the Balance Sheet and certified to be true and correct in all material respects (subject to it being an estimate) by the Chief Financial Officer of Shareholder and Seller. The Closing Balance Sheet, Closing Accounts Receivable, Closing Accounts Payable, and Closing Accrued Liabilities shall be defined as the “"Closing Financial Statements"). The Closing Financial Statements shall be accompanied by the report thereon of Purchaser's Accountants stating that the Closing Financial Statements fairly present the financial position and results of operations of the Company as of such date and for the period then ended in accordance with GAAP applied on a basis consistent with the preparation of the 1997 Financial Statements and, to the extent not inconsistent with the 1997 Financial Statements, consistent with the past practices of the Company. During the period of any dispute provided for in Section 1.05(c), the Purchaser shall provide the Sellers and the Sellers' Accountants reasonable access during normal business hours to the books, records, facilities and employees of the Company, and the Purchaser shall cooperate fully with the Sellers and the Sellers' Accountants in order to investigate the basis for any such dispute. Purchaser shall reimburse Sellers for the reasonable, actual fees, costs and expenses of Sellers' Accountants in connection with the matters set forth in this Section 1.05(a), but in no event shall such reimbursement obligation exceed $7,500.00. The Sellers and their representatives shall be given reasonable access during normal business hours to the books, records, facilities and employees of the Company, including all supporting documents and auditor's work papers used in the preparation of the Closing Balance Sheet as necessary for the Sellers and their representatives to review the Closing Balance Sheet. Together with the Closing Balance Sheet, Purchaser shall deliver to the Sellers a statement (the "Closing Net Worth Statement") of net worth, derived by subtracting the total liabilities reflected on the Closing Balance Sheet from the total assets reflected on the Closing Balance Sheet ("Closing Net Worth"). Purchaser and Sellers hereby agree that, notwithstanding the Closing Balance Sheet, in no event shall the Closing Net Worth Statement reflect (i) a reserve for warranty claims in excess of $120,000 or (ii) December 31, 1997 net audit adjustments in excess of $10,000. Purchaser and Sellers hereby represent to each other that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP has not notified any of them of any December 31, 1997 audit adjustments except as set forth on Schedule 1.05(a) hereto.” (b) Within 15 days ten (10) Business Days after the date on which the Closing DateFinancial Statements become final, Buyer shall prepare binding and deliver conclusive pursuant to Seller and Shareholder Section 1.05(c), if the final Closing Balance Sheet as amount of the Effective Time Closing Net Worth set forth on the same Closing Net Worth Statement is less than Eight Million Five Hundred Eighty Two Thousand Dollars ($8,582,000) (the "Asset Threshold"), then Sellers shall pay to Purchaser, as an adjustment to the Aggregate Purchase Price, in immediately available funds, an amount equal to such shortfall (the "Asset Deficiency Amount"). (c) If not disputed by the Sellers in accordance with this Section 1.05(c), the Closing Financial Statements delivered by the Purchaser to the Sellers shall be final, binding and conclusive on the parties hereto. The Sellers may dispute any amounts reflected on the Closing Financial Statements but only on the basis that the amounts reflected on the Closing Financial Statements were not arrived at in accordance with GAAP applied on a basis consistent with the preparation of the 1997 Financial Statements and, to the extent not inconsistent with the 1997 Financial Statements, consistent with past practices of the Company; provided, however, that the Sellers shall notify the Purchaser and applying the same generally accepted accounting principlesPurchaser's Accountants in writing of each disputed item, policies specifying the amount thereof in dispute and practices that were used setting forth, in preparing reasonable detail, the Balance Sheetbasis for such dispute, within thirty (30) Business Days of the Sellers' receipt of the Closing Financial Statements. In the event of such a dispute, the Sellers and the Purchaser shall negotiate in good faith to resolve such dispute. If such dispute has not been resolved within ten (10) Business Days after the notice referred to above has been given, the Purchaser's Accountants and the Sellers' Accountants shall attempt to resolve such dispute, and certified any resolution by them as to be true and correct in all material respects by the Chief Financial Officer of Buyer. Seller shall notify Buyer of any objections to such Closing Balance Sheet within fifteen (15) days after Seller receives such documents. If Seller does not notify Buyer of any objections by the end of such 15-day period, then Closing Balance Sheet shall be considered final on the last day of such 15-day period. If Seller does notify Buyer of any objections by the end of such 15-day period, and Seller and Buyer are unable to resolve their differences within 15 days thereafter, then the disputed amounts shall be submitted final, binding and conclusive on the Arbiter parties hereto. If the Purchaser's Accountants and the Sellers' Accountants are unable to reach a resolution within such ten (10) Business Days, the Purchaser's Accountants and the Sellers' Accountants promptly shall submit the items remaining in dispute for resolutionresolution to the Independent Accounting Firm, with which shall, within thirty (30) Business Days of such submission, determine and report to the costs thereof paid 50% by Seller Sellers and 50% by Buyerthe Purchaser upon such remaining disputed items, and the Arbiter shall be instructed to deliver a final Closing Balance Sheet to Seller and Buyer as soon as possible. In the event, Liabilities on the final Closing Balance Sheet (excluding any Liabilities incurred on the Closing Date for deliveries of Inventory) are higher than the Liabilities on the estimated Closing Balance Sheet by more than $10,000, Buyer such report shall have the right legal effect of an arbitral award and shall be final, binding and conclusive on the Sellers and the Purchaser and shall be enforceable as a judgment in any court of competent jurisdiction. The fees and disbursements of the Independent Accounting Firm shall be allocated between the Sellers and the Purchaser in the same proportion that the aggregate amount of such remaining disputed items submitted to offset any the Independent Accounting Firm that is unsuccessfully disputed by each such excess amounts against payments due party (as finally determined by the Independent Accounting Firm) bears to Amecon assumed hereunderthe total amount of disputed items so submitted.